10-K

UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-K

(Mark One)

☒	ANNUAL<br> REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2022

OR

☐	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 000-55191

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.)
Rua<br> Bahia, 2463 - Suite 205<br><br> <br>Belo<br> Horizonte, Minas Gerais, Brazil	30.160-012
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(Address<br> of principal executive offices)	(Zip<br> Code)

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+55-11-3956-1109

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(Registrants’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br> <br>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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has 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 electronically, 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

As

of June 30, 2022, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates (based on the closing sales price of such shares on such date as reported by otcmarkets.com) was approximately $30,111,387.

As

of March 27, 2023, there were outstanding 6,738,062 shares of the registrant’s common stock.

DOCUMENTS INCORPORATED BY REFERENCE: None.

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TABLE

OF CONTENTS

PART I
Item<br> 1.	Business	4
Item<br> 1A.	Risk Factors	28
Item<br> 1B.	Unresolved Staff Comments	41
Item<br> 2.	Properties	41
Item<br> 3.	Legal Proceedings	42
Item<br> 4.	Mine Safety Disclosures	42
PART II
Item<br> 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	43
Item<br> 6.	[Reserved]	44
Item<br> 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44
Item<br> 7A.	Quantitative and Qualitative Disclosures About Market Risk	52
Item<br> 8.	Financial Statements and Supplementary Data	52
Item<br> 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	52
Item<br> 9A.	Controls and Procedures	52
Item<br> 9B.	Other Information	53
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	53
PART III
Item<br> 10.	Directors, Executive Officers and Corporate Governance	53
Item<br> 11.	Executive Compensation	59
Item<br> 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	63
Item<br> 13.	Certain Relationships and Related Transactions, and Director Independence	64
Item<br> 14.	Principal Accounting Fees and Services	64
PART IV
Item<br> 15.	Exhibits, Financial Statement Schedules	65
Item<br> 16.	Form 10-K Summary	66
SIGNATURES		67
FINANCIAL STATEMENTS		F-1

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MARKET

INFORMATION

This Annual Report contains certain industry and market data that were obtained from third-party sources, such as industry surveys and industry publications, including, but not limited to, publications by Azoth Analytics, Benchmark Mineral Intelligence, Bloomberg LP, BNEF, Emergen Research, Trading Economics, and the U.S. Department of the Interior. This Annual Report also contains other industry and market data, including market sizing estimates, growth and other projections and information regarding our competitive position, prepared by our management on the basis of such industry sources and our management’s knowledge of and experience in the industry and markets in which we operate (including management’s estimates and assumptions relating to such industry and markets based on that knowledge). Our management has developed its knowledge of such industry and markets through its experience and participation in these markets.

In addition, industry surveys and industry publications generally state that the information they contain has been obtained from sources believed to be reliable but that the accuracy and completeness of such information is not guaranteed and that any projections they contain are based on a number of significant assumptions. Forecasts, projections and other forward-looking information obtained from these sources involve risks and uncertainties and are subject to change based on various factors, including those discussed in the section “Forward-Looking Statements” below. You should not place undue reliance on these statements.

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FORWARD

LOOKING STATEMENTS

This Annual 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 Annual Report are forward-looking statements, including without limitation, statements regarding current expectations, as of the date of this Annual 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); our ability to derive any financial success from the Memorandum of Understanding entered into with Mitsui & Co., Ltd. in December 2022; 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 royalties, allowable production, importing and exporting of minerals, and environmental protection; competition; the loss of services of key personnel; unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of infrastructure as well as general economic conditions.

The forward-looking statements in this Annual Report are only predictions. We have based these forward-looking statements 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 Annual 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 Annual Report titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

You should read this Annual Report and the documents that we reference in this Annual Report completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary 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

Item1. Business.

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 lithium projects and exploration properties in other critical and battery minerals, including nickel, rare earths, graphite, and titanium, to power the increased demand for electrification in our daily living, as exemplified by the rise in demand for electric vehicles, and simultaneous transition away from fossil fuels. Our current focus is on developing our hard-rock lithium project located in Minas Gerais State in Brazil at a well-known, premier pegmatitic district in Brazil. We intend to produce and sell lithium concentrate, a key ingredient for the global battery supply chain.

We are also in the initial stages of planning to develop and own 100% of a plant capable of producing 150,000 tons of lithium concentrate annually. However, there can be no assurance that such a facility may ultimately come to fruition or, if developed, that the production capacity will equal our expectations.

In December 2022, we signed a non-binding Memorandum of Understanding (“MOU”) with Mitsui & Co., Ltd. (“Mitsui”), a global enterprise headquartered in Tokyo. The MOU contemplates potential funding from Mitsui to us of up to $65 million, to be made in tranches and subject to the achievement of specific milestones acceptable to Mitsui, that would give Mitsui the right to buy, at market price, up to 100% of our production from our planned plant with output capacity of 150,000 tons of lithium concentrate per year. There are no certainties that we will enter into a binding agreement with Mitsui, or that we will achieve any milestones acceptable to Mitsui or receive any funding from them.

All of our mineral projects and properties are located in Brazil and, as of the date of this Annual Report, our mineral rights portfolio for critical and battery minerals includes approximately 75,040 acres (304 km2) for lithium in 64 mineral rights, 54,950 acres for nickel (222 km2) in 15 mineral rights, 30,054 acres (122 km2) for rare earths in seven mineral rights, 22,050 acres (89 km2) for titanium in seven mineral rights, and 13,766 acres (56 km2) for graphite in three mineral rights.

MinasGerais Lithium Project

Our Minas Gerais Lithium Project is currently our largest endeavor and primary focus. This project is located in northeastern Minas Gerais, Brazil along the prolific Eastern Brazilian Pegmatite Province (“EBP”) that extends more than 850 kilometers across eastern Minas Gerais. Pegmatites are igneous bodies derived during the final stages of crystallization of a larger parent igneous intrusion, most commonly a granitic rock. They are distinctive for their very coarse-grained crystalline texture, and in some instances, complex composition with unusual minerals and rare elements. Commercially productive lithium mineralization along the EBP is centered around the Araçuaí mining district which is host to the majority of Brazil’s commercial lithium production and reported mineral reserves.

Our current lithium property position in the State of Minas Gerais comprises 57 mineral rights totaling 58,774 acres (304 km^2^) which include five main clusters of prospective mineralization: Neves (currently being explored by drilling campaign), Itinga, Salinas, Santa Clara, and Tesouras. Our Neves and Santa Clara clusters are located directly adjacent to and along trend of a large cluster of lithium deposits currently being developed by Sigma Lithium Resources (Nasdaq: SGML).

Because of the region’s long mining history, basic local infrastructure near our mineral properties ranges from adequate to robust, with access to hydroelectric power and water supplies, a well-established road network with direct access to commercial ports. Basic goods and services, industrial suppliers and a skilled and semi-skilled labor force are also generally available from the surrounding communities where we operate.

Since initiating exploration at our Minas Gerais Lithium Project in early 2021, we have confirmed the widespread presence of hard-rock lithium-bearing pegmatites across our property portfolio.

During the second quarter of 2022, we engaged SLR International Corporation (“SLR”) to prepare an initial Technical Report Summary (“TRS”) compliant with the requirements of Items 1300 through 1305 of Regulation S-K (“Regulation S-K 1300”) on the ongoing and planned exploration of our 100%-owned Neves Lithium Project, located in Araçuaí, Minas Gerais, Brazil (the “Neves Project”). SLR is a global technical consulting firm which is well-known in the mining industry as a premier provider of technical reporting and certification. SLR visited our project site and discussed technical details with our geologists during the preparation of the TRS.

The TRS on the Neves Project is included as Exhibit 96.2 to this Annual Report. The effective date of such report is August 10, 2022.

Geology

The EBP is considered to be one of the world’s largest geologic belts of granites and related pegmatite intrusive bodies, encompassing more than 150,000 km^2^ and with more than 90% of the belt located in eastern Minas Gerais state. Pegmatites are igneous rocks that form during the final stages of a granitic magma’s crystallization. They are readily identifiable by their exceptionally coarse crystalline texture, with individual crystals averaging one centimeter or more in size. Most pegmatites have a simple mineral composition common to granitic rocks, however some may also contain less common minerals that are rarely found in other types of rocks. These include lithium minerals of commercial interest such as spodumene which can contain up to 3.73% Li (8.03% LiO2), and petalite with up to 2.09% Li (4.50% LiO2).

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Our project area encompasses multiple areas of mineralized pegmatites, in general occurring as series of sub-parallel elongate tabular bodies, referred to as ‘pegmatite dike swarms,’ hosted in metamorphic shists. Individual pegmatite bodies range from several meters to more than 50 meters thick and from tens of meters up to one (1) kilometer in lateral strike length. They are primarily composed of the minerals quartz, feldspar and mica with localized concentrations of spodumene and petalite. Individual feldspar and spodumene crystals can reach up to two meters in length, but typically are more homogeneously distributed and ranging in size from one to a few centimeters in length.

Exploration

Since initiating our exploration program in 2021, our team has focused on evaluating the Neves target area through a systematic approach involving a combination of basic prospecting, geologic field mapping, trenching and geochemical sampling, and diamond drilling.

ExplorationTargets

Nevestarget area

From August 2021 to March 2023, 81 diamond drill holes totaling 9,285 meters have been completed at Atlas’ flagship Das Neves (“Neves”) property. At Neves, our current focus is on the Abelhas pegmatite cluster, a system of northeasterly trending intrusive dikes (or ‘dike swarm’) that has been mapped over an approximate 1,000-meter by 400-meter area.

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Seven diamond drill core rigs are currently operating, with an eighth drill expected for early April 2023.

Recently, we released assay results for the drill holes completed at Neves*.*Significant highlights for such drill holes include:

1.72%<br> Li2O over 3.5 meters Estimated True Width (“ETW”) in hole AB-11
1.22%<br> Li2O over 17.3 meters ETW in hole AB-11B
1.33%<br> Li2O over 4.8 meters ETW in hole AB-12<br><br> <br>1.21%<br> Li2O over 7.9 meters ETW in hole AB-13
1.00%<br> Li2O over 18.2 meters ETW in hole AB-15
1.00%<br> Li2O over 8.0 meters ETW in hole AB-18
1.00%<br> Li2O over 21.2 meters ETW in hole AB-21<br><br> <br>1.49%<br> Li2O over 8.0 meters ETW in hole AB-39B<br><br> <br>1.29%<br> Li2O over 6.9 meters ETW in hole AB-39B<br><br> <br>1.30<br> Li2O over 27.0 meters ETW in hole AB-41<br><br> <br>1.37%<br> Li2O over 14.0 meters ETW in hole AB-57<br><br> <br>1.15%<br> Li2O over 21.6 meters ETW in hole AB-64

Initially, drilling at Abelhas began immediately south of the historic working, returning multiple pegmatite intercepts over thicknesses ranging from 1 to 11 meters ETW. As the majority of these intercepts were relatively shallow and within 50 meters vertical depth from surface, lithium contents were generally low due to the effects of near-surface weathering and oxidation. Systematic step-out drilling to the south has returned multiple intercepts of higher-grade lithium mineralization hosted in fresh un-weathered pegmatite with grades ranging from 1.00% Li2O to as high as 3.26% Li2O.

In February 2023, a new target named “Anitta” was intercepted, extending the “Neves” trend ore body to approximately 1.1 kilometer. The initial Anitta drilling holes (southeast of the mineralization trend) intersected pegmatite intervals with spodumene mineralization, including a section of 4.40% Li2O. A grid of 100 drill holes is currently being executed encompassing areas on and around the Southwestern portion of Anitta, as well as areas connecting the Southwestern portion of Anitta to the original Abelhas target. This drilling campaign phase is expected to be finalized in eight weeks.

Main intersects of the new target:

DHAB-69 – 02 intersects totaling 16.0 meters of pegmatite.

DHAB-68 – 04 intersects totaling 67.1 meters of pegmatite.

DHAB-70 – 04 intersects totaling 44.6 meters of pegmatite.

DHAB-77 – 02 intersects totaling 29.1 meters of pegmatite.

DHAB-47 – 03 intersects totaling 28.3 meters of pegmatite.

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Additionally, through geological mapping in the identification of new outcrops and the soil geochemistry work carried out so far, new trends mineralized in lithium to the East and Northwest of Abelhas were identified, as shown in the map below. Exploration holes are planned for early April 2023 in these respective areas.

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Geological map indicating potential mineralized pegmatite bodies northwest of the traverse.

SoilGeochemistry

Since November 2022, soil geochemistry campaigns have been started in the Neves project with the aim of identifying areas with the existence of a lithium anomaly and also comparing the anomalies with data from the geological mapping already carried out.

The survey was guided by NW-SE direction lines spaced every 100 meters. Sampling points were defined along these lines, every 25 meters on average, depending on physiographic conditions (topography, vegetation, obstacles such as outcrops). For the process of collecting soil samples, a portable mechanized auger equipped with a gasoline engine, rods and drills or shells was used. The sample collection was carried out with an average depth of 1 meter, in order to go beyond the layer of organic soil.

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Drilling sampling machine.

The first campaign was carried out in November 2022 with the results obtained in December. A second campaign started at the end of January 2023 and ended at the beginning of March 2023. Part of the chemical results of the second campaign have already been made available and interpreted. Additional soil geochemistry campaigns are underway and planned.

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Map 1: results of the first soil campaign and part of the 2nd campaign.

Map 2: General overview and planning of upcoming campaigns

In parallel with our ongoing drilling campaign at Neves, our field crews have also been actively conducting field reconnaissance surveys over our other exploration mineral rights in the district. This work has so far resulted in the positive identification by our Qualified Person for lithium of multiple pegmatite occurrences exposed in surface outcrops and historic artisanal mine workings.

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TesourasTarget

At the Tesouras Target, reconnaissance field mapping and sampling has returned multiple samples containing anomalous lithium in association with petalite mineralization exposed at surface.

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SantaClara Target

At the Santa Clara Target, preliminary reconnaissance mapping has identified petalite-bearing pegmatite with anomalous concentrations of lithium exposed in an inactive artisanal mine working and nearby outcrops that are exposed over an area measuring approximately 100 meters long by 30 meters wide. The three other pegmatites identified in the Santa Clara area have been mapped over areas ranging from 150 to 240 meters in length by 10 to 15 meters in width. All three of these bodies are only partially exposed at surface, remaining open in both directions along strike and at depth.

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SalinasTarget

At the Salinas Target, preliminary field reconnaissance by our team of geologists has identified several spodumene-bearing pegmatites. The exposed outcropping portion of one of these pegmatites measures approximately 200 meters in length by 40 meters in width. This pegmatite is located one kilometer from “Lavra do Oscar,” a large artisanal mining site that has produced spodumene in the past.

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ItingaTarget

The Itinga project includes four newly acquired mineral rights and two mineral rights previously owned by us

Geological mapping work was carried out in these areas and areas with potential lithium mineralization were identified.

Expressive pegmatitic body outcropping in artisanal mines

NortheasternBrazil Lithium Project

Our Northeastern Brazil Lithium Project encompasses seven mineral rights spread over approximately 16,266 acres (66 km^2^) in the States of Paraíba and Rio Grande do Norte, both located in Brazil’s Northeastern region. We have identified pegmatites in many of our areas, and several of our mineral rights are located near to or adjacent to areas known to have spodumene, a lithium-bearing mineral. We plan to continue to explore our areas to assess whether we have any economic deposits.

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MetallurgicalTesting

A comprehensive metallurgical testing of a representative ore sample of our Neves Project has been carried out at the SGS analytical laboratory in Lakefield, Canada (“SGS Lakefield”). SGS Lakefield is a world-renowned testing facility within the mining industry and has been providing independent assessments since 1941. Preliminary results from studies with our ore indicate three important characteristics: easy separation of lithium, robust concentration of lithium, and low impurities such as iron. SGS Lakefield was able to process our ore to commercial grade spodumene concentrate (also called lithium concentrate) using standard dense media separation (“DMS”) methods. We expect to receive the complete report on such studies from SGS Lakefield in April 2023.

Looking forward, in parallel with our ongoing exploration program, we plan to conduct metallurgical testing on an ongoing basis as we continue to drill test and delineate potential lithium mineral resources across our property portfolio.

Lithium

Market

In 2021, the Global Lithium market was valued at USD 4,650 Million in 2021 and is expected to grow at a CAGR of 13.5% during the forecast period of 2023-2028. The market for lithium-ion batteries is predicted to grow even larger over the forecast period as a result of the electrification of cars.

Due to the strict rules that ICE automakers must adhere to in order to minimize carbon dioxide emissions from automobiles, the automotive application market is predicted to increase significantly over the course of the projection period. This has caused automakers to become more interested in creating EVs, which is expected to increase demand for lithium and related goods. Together with investments in this area, government subsidies for Electric Vehicles (EVs) are projected to serve as an additional catalyst for the market’s expansion.”

**Source:**Global Lithium Market (2023 Edition) - Analysis By Value and Volume, Source (Brine, Hardrock), Applications, End Users, By Region, By Country: Market Size, Insights, Competition, Covid-19 Impact and Forecast (2023-2028). Azoth Analytics. Published: February, 2023. Accessed: March, 2023.

ElectricVehicle Demand

Increasing demand for lithium for manufacturing EV batteries is another factor driving market revenue growth. Despite the effects of COVID-19 in the automobile industry, sales of EVs increased by almost 50% in 2020 and increased almost double to about seven million units in 2021. When compared to a five-year average of about USD 14,500 per metric ton, lithium prices have risen by about 550% in a year due to surge in EV demand. By the beginning of March 2022, price of lithium carbonate had surpassed USD 75,000 per metric ton and price of lithium hydroxide had surpassed USD 65,000 per metric ton. Moreover, almost all traction batteries used currently in EVs and consumer gadgets are produced using lithium, while other uses for lithium-ion (Li-ion) batteries include everything from energy storage to air travel. There are numerous unknowns regarding how the battery market will impact future lithium demand as battery content changes depending on active materials mix and new battery technologies are entering the market. For instance, compared to currently popular mixes using a graphite anode and lithium metal anode, which increases energy density in batteries, has roughly quadruple lithium needs per kilowatt-hour.”

**Source:**Lithium Mining Market, By Source, By Type (Chloride, Lithium Hydroxide, Carbonate, and Concentrate), By End-Use (Flux Powder, Polymers, Batteries, Refrigeration, Air Conditioning Equipment, and Glass & Ceramics), By Region Forecast to 2030. Emergen Research. Published: September, 2022. Accessed: March, 2023.

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RecentDevelopments Potentially Affecting Lithium Demand

United States

On August 25, 2022, the Washington Post published an article titled “Did California just kill the gas-powered car?” and with the sub-heading “California’s decision to ban the sales of combustion engine cars is the latest victory in the transitionto electric vehicles,” stating among things that:

“California, which already leads the nation with 18% of new cars sold electric, is expected to approve a regulation to ban the sales of new gas-only powered vehicles by 2035. In addition to EVs, only a limited number of plug-in hybrids will be allowed to be sold and that in California’s car market is only slightly smaller than those of France, Italy and Britain - and while many countries have promised to phase out sales of gas cars by such-and-such date, few have concrete regulations like California.”

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US EV battery demand is strong

European Union

On June 8, 2022, the European Union Parliament voted to ban the sale of new diesel and gasoline cars and vans starting in 2035.

Although no assurances can be given, these recent developments, if left unchallenged, may potentially increase demand for lithium in the U.S., European Union and other jurisdictions adopting similar bans on gas-powered vehicles.

Dynamic Lithium Prices

Directly relevant to our goal to produce lithium concentrate (also called spodumene concentrate) for sale, it is important to note that the prices of such commodity have been volatile. According to Platts, a unit of S&P Global, a market intelligence firm, the price of spodumene concentrate FOB Australia (ticker symbol: BATSP03) was $6,300 per ton on January 13, 2023 and more recently, on March 27, 2023, it was $4,750.

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CurrentPredictions

Benchmark Mineral Intelligence, a well-respected global consulting firm specializing in the battery supply chain market, predicts that:

i)	demand<br> for lithium-ion batteries is set to grow six-fold by 2032 as global automakers scale up production of EVs, and
ii)	to<br> meet the world’s lithium requirements would require 74 new lithium mines with an average size of 45,000 tonnes by 2035.

FutureProduction and Sales

We expect the demand for our lithium concentrate, once in production, to be facilitated by Brazil’s strong mining tradition and its substantial annual trade with China, the United States, and the European Union. We intend to utilize third party intermediaries for the sale of our products to allow us to focus on our core competencies of exploration and extraction.

OtherMineral Properties

We also have 100%-ownership of early-stage projects and properties in other minerals that are needed in the battery supply chain and high technology applications such as nickel, rare earths, graphite, and titanium. We believe that the shift from fossil fuels to battery power will yield long-term opportunities for us not only in lithium but also in the other critical and battery minerals.

Additionally, we have 100%-ownership of several mining concessions for gold and diamonds, two of which also include industrial sand. As our corporate focus became our lithium properties and those of other critical minerals, we stopped alluvial gold and diamond exploration efforts in 2018 and the sale of our industrial sand in 2022.

As of the date of this Annual Report we also own: (i) 45.11% of the common stock of Apollo Resources Corporation (“Apollo Resources”), a private company with exploration projects for iron in Brazil, and primarily focused on the development of its initial iron mine, located in the municipality of Rio Piracicaba in the state of Minas Gerais, for which it received in October 2022 a permit to mine from Agencia Nacional de Mineracao (“ANM”, the Brazilian mining department) and awaits the operational license from Superintendencia do Meio Ambiente (“SUPRAM”, the State of Minas Gerais environmental department) within the next 12 months and (ii) 28.72% of Jupiter Gold Corporation (“Jupiter Gold”), a publicly-traded company with exploration projects for gold and a developing quartzite quarry operation, all in Brazil, and whose common stock is quoted on the OTCQB under the symbol “JUPGF”. The quartzite mine is fully permitted by ANM and SUPRAM and is expected to start operations later in 2023

We have determined that Apollo Resources and Jupiter Gold represent Variable Interest Entities (see our “Variable Interest Entities” discussion on page [34] of this Annual Report). As a result of such determination, the results of operations from both Apollo Resources and Jupiter Gold are consolidated in our financial statements under the United States general accepted accounting principles (“U.S. GAAP”).

Nickel& Cobalt

Market

Nickel and cobalt are key battery minerals needed for the growth phase in EV production. Cobalt is on the list of the 35 minerals considered critical to the economic and national security of the United States as first published by the U.S. Department of the Interior on May 18, 2018. In general, the greater the amount of nickel and cobalt, the greater the energy density of an EV battery, a factor that contributes to the storage of more energy. As a practical example of the importance of nickel and cobalt, EVs whose batteries have a higher energy density can run more kilometers before a recharge is needed. According to Benchmark Mineral Intelligence, 72 mining projects with an average size of 42,500 tonnes will be required to meet battery demand for refined nickel by 2035.

Summaryof Our Opportunity

We own 15 mineral rights for nickel (including two mineral rights for both nickel and cobalt) totaling approximately 54,950 acres (222 km^2^). These mineral rights are divided in two sub-groups according to geography: Nickel I Properties in the State of Goiás and Nickel II Properties in the State of Piauí. Several of our mineral rights are located near to or adjacent to areas of known nickel and associated cobalt mineralization.

Nickel and associated cobalt mineralization often occurs as near-surface deposits hosted within a large complex of magnesium and iron rich plutonic rocks, referred to as ultramafics, that originally formed in the earth’s lower crust and upper mantle. In addition to magnesium and iron, ultramafic rocks typically contain minor amounts of nickel along with lesser amounts of cobalt. Tectonic uplift of the ultramafic sequence followed by exposure to intense tropical weathering processes has resulted in the formation of a nickel and cobalt enriched rock commonly referred to as nickel laterite. Nickel laterite deposits currently account for 40% of global nickel production are becoming an increasingly important source of nickel metal for world demand. They typically occur as very large tonnage, low grade deposits, and being close to the surface, are very amenable to open pit mining methods.

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Our Nickel I property located in the Niquelandia district in north-central Goiás state has been Brazil’s national center of commercial nickel production since the early 1980’s. Here nickel laterite mineralization is reported to occur in nickel-bearing iron oxides and clays which are processed via pyrometallurgical recovery methods. Cobalt is recovered as a secondary by-product. Our Nickel II property in southeastern Piauí state is located in the general area of a newly commissioned open pit mining operation which commenced commercial production earlier this year. Based on reports published by the mine operator, a publicly traded company, nickel laterite mineralization in the area occurs as clay-poor, oxide rich material amenable to lower cost heap leach recovery methods. This relatively new approach to nickel ore processing and recovery offers the potential for the commercial development of lower grade resources that would otherwise be uneconomic using more conventional pyrometallurgical recovery methods.

We plan to assess the potential of our nickel-cobalt properties through a systematic three-phase exploration approach. The first phase will involve a combination of analysis and interpretation of commercially available remote sensing satellite data, followed by geologic field reconnaissance and regional scale geochemical stream sediment sampling to identify areas offering the best potential for new nickel-cobalt discoveries. Based on the results of the first phase, the second phase will involve a combination of more detailed geologic mapping, geochemical soil and rock grid sampling, and airborne and ground-based geophysical surveys to identify and prioritize the most prospective areas for drill targeting. The third phase will involve first pass reconnaissance drilling of selected targets to test the presence and distribution of prospective mineralization, with additional follow-up drilling to be conducted as results warrant.

RareEarths

Market

The rare earth elements (“REE”) are on the list of the 35 minerals considered critical to the economic and national security of the United States as first published by the U.S. Department of the Interior on May 18, 2018. REEs consist of the lanthanide series (lanthanum, cerium, praseodymium, neodymium, promethium, samarium, europium, gadolinium, terbium, dysprosium, holmium, erbium, thulium, ytterbium, and lutetium) as well as scandium and yttrium. REEs are classified as “light” and “heavy” based on atomic number. Light REEs (LREEs) are comprised of lanthanum through gadolinium (atomic numbers 57 through 64). Heavy REEs (HREEs) are comprised of terbium through lutetium (atomic numbers 65 through 71) and yttrium (atomic number 39), which has similar chemical and physical attributes to the HREEs. Neodymium and praseodymium are key critical materials in the manufacturing of magnets that have the highest magnetic strength among commercially available magnets and enable high energy density and high energy efficiency in diverse uses. Dysprosium and terbium are key critical materials often added to the magnet alloys to increase the operating temperature. HREEs tend to be less abundant and more expensive than LREEs.

Summaryof Our Opportunity

We own seven mineral rights for rare earths totaling approximately 30,054 acres (122 km^2^). These mineral rights are divided in two sub-types according to geology: Rare Earths I Properties in the States of Goiás and Tocantins, and Rare Earths II Properties in the State of Bahia. Several of our mineral rights are located near to or adjacent to areas known to have rare earths deposits. Preliminary geochemical sampling of some of our areas indicated presence of rare earths. We plan to continue to explore our areas to assess as to whether we have any economic deposits.

Titanium

Titanium is on the list of the 35 minerals considered critical to the economic and national security of the United States as first published by the U.S. Department of the Interior on May 18, 2018. Titanium can withstand high temperatures and its non-magnetic nature prevents interference with data storage components. It has widespread use in high-technology and aerospace applications.

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We own seven mineral rights for titanium totaling approximately 22,050 acres (89 km^2^). These mineral rights are all located in the State of Minas Gerais and are referred to as our Titanium Properties. Several of our mineral rights are located near to or adjacent to areas known to have titanium deposits. We plan to explore our areas to assess as to whether we have any economic deposits.

Graphite

Graphite is on the list of the 35 minerals considered critical to the economic and national security of the United States as first published by the U.S. Department of the Interior on May 18, 2018. Graphite is the most used anode in lithium batteries, benefitting from its high energy and power density. The global need for high-quality, low impurity graphite is directly related to the growth in EV adoption as discussed above. According to Benchmark Mineral Intelligence, to meet demand for anode materials, an estimated 97 natural flake graphite mines will need to be built by 2035, assuming an average size of 56,000 tonnes a year and no contribution from recycling.

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We own three mineral rights for graphite totaling approximately 13,766 acres (56 km^2^). These mineral rights are all located in the State of Minas Gerais and are referred to as our Graphite Properties. All of our mineral rights are located immediately adjacent to areas known for graphite deposits. We plan to explore our areas to assess as to whether we have any economic deposits.

Iron(Through Our Partial Ownership of Apollo Resources Corporation)

Market

Historically, iron has been an essential metal to human development and economic growth. According to the U.S. Geological Survey, over 98% of mined iron ore is used in steel manufacturing. Brazil is the second biggest iron ore producer and exporter in the world, after Australia. Despite the COVID-19 pandemic, iron ore prices reached a six-year high in 2021 primarily fueled by demand from China, the largest importer, while demand from India continues to increase, according to Trading Economics, a market intelligence firm.

Summaryof Our Opportunity

Our subsidiary, Apollo Resources, is focused on iron projects in Brazil. Apollo Resources currently owns 56,290 acres of mineral rights for iron distributed in six projects, five of which are in early stage while its Rio Piracicaba Project in Brazil’s well-known Iron Quadrangle mining district is being advanced towards an iron mine, expected to begin operations in 2024 (the “Rio Piracicaba Project”). The Iron Quadrangle is one of the premier iron producing regions in the world.

In 2020, Apollo Resources acquired from a third-party 641-acre mineral right where its Rio Piracicaba Project is now located. This mineral right sits immediately adjacent to Agua Limpa, a producing iron mine owned and operated by Vale S.A. (NYSE: VALE).

During the first and second quarters of 2021, detailed drilling and trenching under the supervision of iron geologists was carried out in approximately 10% of the mineral right area encompassing the Rio Piracicaba Project. Subsequently, a Qualified Person for iron, as the term is defined in Regulation S-K 1300, worked on the analysis and interpretation of the geotechnical work performed.

A Technical Report Summary of the Rio Piracicaba Project (the “Rio Piracicaba TRS”) prepared in accordance with the requirements of Regulation S-K 1300 is included as Exhibit 96.1 to this Annual Report. The effective date of Rio Piracicaba TRS is March 30, 2022. This report was prepared by Orlando Garcia Rocha Filho, a principal at RCS Geologia e Meio Ambiente Ltda., and Volodymyr Myadzel, PhD, an independent consultant at the time, and currently a member of our internal lithium geological team. With respect to the Rio Piracicaba TRS, Mr. Rocha Filho and Dr, Myadzel are Qualified Persons for Iron according to Regulation S-K 1300.

Apollo Resources has full and titled ownership of the mineral right in which the Rio Piracicaba Project is being developed and 100%-ownership of such project. Therefore, the resources presented in the Rio Piracicaba TRS are attributable to Apollo Resources’ interest in such property. A summary table for each class of mineral resource (measured, indicated, and inferred) as found in the Rio Piracicaba TRS is also included below:

	Measured<br> Mineral Resource				Indicated<br> Mineral Resource				Inferred<br> Mineral Resource
	Amount<br><br> (tons)		Grade		Amount<br><br> (tons)		Grade<br><br> (% iron)		Amount<br><br> (tons)		Grade<br><br> (% iron)
Iron<br> - Rio Piracicaba Project		-		-		2,646,141		33.74		5,206,771		30.40

The following disclosures apply to the summary table above:

1. “Mineral Resources” is defined in accordance with the requirements of Regulation S-K 1300.

2. Mineral Resources are estimated at a cut-off grade of 20% iron.

3. Mineral Resources are estimated using a long-term iron ore price of US$90 per dry metric tonne for the Platts/IODEX 62% iron fines CFR China, and US$/BRL exchange rate of 5.25.

4. Reasonable prospects for economic extraction were determined by benchmarking similar operations and developing a 20% iron cut-off grade based on operating costs.

5. The effective date is March 30, 2022.

The specific point of reference for the mineral resources estimated in the Rio Piracicaba Project has the following coordinates: 19^o^56’ 24.40” S and 43^o^12’ 7.58” W. The specific point of reference is also identified in the map below.

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In October 2022, Apollo Resources received from ANM, an initial permit to commercially mine its Rio Piracicaba Project. During 2021 and part of 2022, all studies required for the operational licensing of an iron mine have been completed and such permit application submitted by Apollo Resources to SUPRAM, where the analysis of such request takes place, may take an additional 12 months from the date of this Annual Report.

As of the date of this Report, Atlas Lithium owns 45.11% of the common stock of Apollo Resources.

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Quartzite(Through Our Subsidiary Jupiter Gold Corporation)

Market

Quartzite is a very hard rock composed predominantly of an interlocking mosaic of quartz crystals. Recently polished quartzite slabs have become sought after as a higher-end substitute to granite in kitchen countertops and tiles. Brazil has a robust quartzite mining industry centered in the neighboring the States of Minas Gerais and Espírito Santo with smaller producers being the norm. Each quarry produces quartzite of different color and texture and therefore stones are unique to their location. Mining is via simple open pit procedures, not particularly labor intensive, and with the mined product normally prepared as cubes of raw quartzite measuring ten meters in each diameter. Buyers are normally responsible for the logistics of transporting such raw quartzite blocks from the mine. Buyers for quartzite mined in Brazil are primarily from four locations: Brazil itself, United States, China, and Italy. It is common for mines to develop an exclusive selling relationship to a buyer.

Summaryof Our Opportunity

While our subsidiary Jupiter Gold is primarily focused on gold in Brazil, in one of its mineral rights, measuring 233 acres, a greenfield deposit of quartzite was identified by its exploration team and became its “Quartzite Project”. The Quartzite Project is in the State of Minas Gerais in Brazil, in a region known for quartzite mining.

In 2021, Jupiter Gold studied the Quartzite Project with detailed drilling, and a preliminary volumetric estimate of a deposit was obtained. In 2021, Yan Taffner Binda, a mining engineer with vast experience in quartzite, who meets the definition of a Qualified Person in Regulation S-K 1300, prepared the operational plan for an open pit quarry at the Quartzite Project. An initial mining license from ANM has been obtained.

In 2021, Geoline, an independent engineering and environmental licensing consultancy, performed the field studies needed to file Jupiter Gold’s petition to the applicable regulatory body for an operation license. Jupiter Gold’s expectation is to obtain such approval within the next three to six months, which would allow it to start operations and thereafter revenues in 2023. Jupiter Gold anticipates that its quartzite quarry will require five on-site full-time employees; expected prices for the type of color and texture of the quartzite anticipated to be mined range from $1,200 to $2,000 per cubic meter. In December 2022, Jupiter Gold received the operational license for its quartzite mine, and plans to begin operations in 2023.

As of the date of this Report, we own 28.72% of the common stock of Jupiter Gold.

Gold(Through Our Subsidiary Jupiter Gold Corporation)

Market

Brazil has been a gold producer for over 200 years. According to the World Gold Council, in 2021   Brazil produced 90.1 tons of gold and was the 14^th^largest gold producer country. Minas Gerais was the largest gold producing state in Brazil, accounting for over half of the country’s production in 2021, according to Statista, a market intelligence firm.

Summaryof Our Opportunity

Our subsidiary Jupiter Gold owns 142,017 acres of mineral rights for gold distributed in seven projects, six of which are in early stage while one of them, the “Alpha Project,” has been preliminarily researched and is being developed towards a gold mine. The Alpha Project is located in the State of Minas Gerais at the eastern edge of the Iron Quadrangle mining district, the number one gold-producing region in Brazil.

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Jupiter Gold’s 100%-owned Alpha Project encompasses 31,650 acres distributed in twelve mineral rights for gold. Approximately 2% of this total area has been studied over 15 years ago by a prior owner, by drilling superficial terrain layers of saprolite and colluvium and identifying gold in multiple targets. The technical report produced at that time under the ANM standard had an estimated gold mineralization for the small area of the deposit in which work was performed.

In 2020, detailed trenching under the supervision of gold geologists was carried out in approximately 2% of the mineral right area encompassing the Alpha Project. In 2021, Oxford Geoconsultants, a technical consulting firm with a geologist that meets the Qualified Person definition of Regulation S-K 1300, released an independent technical report on the project.

RCS, an independent advisory firm with a gold geologist that meets the Qualified Person definition of Regulation S-K 1300, has preliminarily indicated that the gold deposits at the Alpha Project are of greenstone belt type. Further work is planned for 2023 and 2024at the Alpha Project to expand the knowledge of and the measured size of the deposit.

As of the date of this Report, Atlas Lithium owns 28.72% of the common stock of Jupiter Gold.

AlluvialGold and Diamonds

We own several mining concessions for gold and diamonds along the banks of the Jequitinhonha River in the State of Minas Gerais, in a region where gold and diamonds have been mined for more than 200 years.

The predecessor owner of one of our current mining concessions for gold and diamonds was Valdiaam, a TSXV-listed company. Such company performed detailed drilling and other studies leading to the publication of technical reports.

We own an alluvial diamond and gold processing plant which was built by such prior owner at an estimated cost of $2.5 million. To the best of our knowledge, this plant is the largest such type of alluvial recovery plant in Brazil.

We are not currently engaged in alluvial diamond and gold mining operations as we are focusing our limited capital and team on lithium because of its exceptional growth in demand at the present time.

Raw Materials

We do not have any material dependence on any raw materials or raw material supplier. All of the raw materials that we need are available from numerous suppliers and at market-driven prices.

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Intellectual Property

We do not own or license any intellectual property which we consider to be material.

Government Regulation

MiningRegulation and Compliance

Mining regulation in Brazil is carried out by ANM, a federal entity, with offices in each state in Brazil.. For each mineral right that we own, we file the required paperwork with the ANM office of the state in which such mineral right is located. We believe that we maintain a good relationship with ANM and that our methods of monitoring are adequate for our current needs. For mineral rights which have an operating mine, ANM will normally inspect such projects once a year through an unannounced visit.

EnvironmentalRegulation and Compliance

Environmental regulation in Brazil is carried out by a state-level agency, which may have multiple offices, one for each region of the state. For instance, in Minas Gerais State, such agency is called SUPRAM. For each mineral right that we own, after sufficient exploration work has been conducted, we may apply for operational permitting towards mining by filing any such paperwork with the local office of the environmental agency that has the applicable geographical jurisdiction. We believe that we maintain a good relationship with the offices of the environmental agency and believe that our methods of monitoring are adequate for our current needs. The environmental agency normally inspects our operations once every one or two years which is the standard practice for companies in good standing.

Surface disturbance from any open pit mining performed by us is in full compliance with our mining plan as approved by the local regulatory agencies. We regularly restore areas that have been exploited by us. The current environmental regulations state that for a period of five years after all mining operations have ceased (however long that may take), we would still be required to perform any necessary recuperation work.

Environmental, Social and Governance

We are committed to Environmental, Social, and Corporate Governance (“ESG”) causes. Our Chief of Environmental, Social and Corporate Governance coordinates our efforts in these important matters. We believe that our efforts make a difference in the communities in which we operate. For example, in the period from 2018 to 2020e planted more than 6,000 trees of diverse types for the benefit of local populations in areas in which we operate. During this same period, we also constructed over 1,000 small retention walls to preserve and enhance dirt access roads used by such communities. Our current efforts are focused on hiring workers from communities near our project areas. Many such communities have high levels of unemployment and we thus believe that we are making a positive contribution.

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Form and Year of Organization & History to Date

We were incorporated in the State of Nevada on December 15, 2011 under the name Flux Technologies, Corp. From inception until December 18, 2012, we were focused on the software business, which business was discontinued after entering into a Contribution Agreement with Brazil Mining, Inc. (“Brazil Mining”), pursuant to which, in exchange for 51% of the outstanding shares of common stock of the Company, Brazil Mining contributed to the Company by way of an Assignment of Mineral Rights, certain mineral exploration rights. Since then, our management team has been focused on the exploration and development of certain mineral rights in Brazil. In October 2022, the Company changed its name from “Brazil Minerals, Inc.” to “Atlas Lithium Corporation.” On January 12, 2023, the Company completed its firm underwritten public offering of 776,250 shares of the Company’s common stock (which includes the shares subject to the overallotment option, exercised by the underwriter in full), for aggregate gross proceeds of $4,657,500, prior to deducting any underwriting discounts, commissions, and other offering expenses. Our common stock began trading on the Nasdaq Capital Market under the ticker symbol “ATLX” on January 10, 2023.

Legal Proceedings

We are not a party to any material legal proceedings.

AvailableInformation

We maintain a website at www.atlas-lithium.com. We make available free of charge, through the Public Filings section of the Investors tab on our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (the “SEC”). The information on our website is not, and shall not be deemed to be, a part hereof or incorporated into this or any of our other filings with the SEC.

Our SEC filings are available from the SEC’s internet website at www.sec.gov which contains reports, proxy and information statements and other information regarding issuers that file electronically.

Employees

As of the date of this Annual Report, we have 30 full-time employees and 3 part time employees. None of our employees are represented by labor unions or covered by collective bargaining agreements. We consider our relationship with our employees to be good.

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Item1A. Risk Factors.

RISK

FACTORS

Investingin our common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the otherinformation in this Annual Report, including our financial statements and the related notes thereto and “Management’sDiscussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in oursecurities. The occurrence of any of the risks, the events or developments described below could harm our business, financialcondition, operating results, and growth prospects. In such an event, the market price of our common stock could decline, and youmay lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deemimmaterial also may impair our business operations. You should consider carefully the risks and uncertainties summarized and setforth in detail below and elsewhere in this Annual Report before you decide to invest in our common stock.

Summary

of Risk Factors

We are providing the following summary of the risk factors contained in this Annual Report to enhance the readability and accessibility of our risk factor disclosures. This summary does not address all of the risks that we face. We encourage you to carefully review the full risk factors contained in this Report in their entirety for additional information regarding the material factors that make an investment in our securities speculative or risky. The primary categories by which we classify risks include those related to: (i) our business, (ii) regulatory and industry, (iii) country and currency, and (iv) common stock. Set forth below within each of these categories is a summary of the principal factors that make an investment in our common stock speculative or risky.

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BusinessRisks

●	Our<br> future performance is difficult to evaluate because we have a limited operating history.
●	We have a history of losses<br>and expect to continue to incur losses in the future.
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●	We<br> are an exploration stage company, and there is no guarantee that our properties will result<br> in the commercial extraction of mineral deposits.
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●	Because<br> the probability of an individual prospect ever having reserves is not known, our properties<br> may not contain any reserves, and any funds spent on exploration and evaluation may be lost.
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●	We<br> face risks related to mining, exploration and mine construction, if warranted, on our properties.
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●	Our<br> long-term success will depend ultimately on our ability to achieve and maintain profitability<br> and to develop positive cash flow from our mining activities.
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●	We<br> depend on our ability to successfully access the capital and financial markets. Any inability<br> to access the capital or financial markets may limit our ability to fund our ongoing operations,<br> execute our business plan or pursue investments that we may rely on for future growth.
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●	Our<br> quarterly and annual operating and financial results and our revenue are likely to fluctuate<br> significantly in future periods.
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●	Our<br> ability to manage growth will have an impact on our business, financial condition and results<br> of operations.
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●	We<br> depend upon Marc Fogassa, our Chief Executive Officer and Chairman.
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●	Our<br> growth will require new personnel, which we will be required to recruit, hire, train and<br> retain.
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●	Certain<br> executive officers and directors may be in a position of conflict of interest.
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Regulatoryand Industry Risks

●	The<br> mining industry subjects us to several risks.
●	Our<br> mineral projects will be subject to significant government regulations.
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●	We<br> will be required to obtain governmental permits in order to conduct development and mining<br> operations, a process which is often costly and time-consuming.
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●	Compliance<br> with environmental regulations and litigation based on environmental regulations could require<br> significant expenditures.
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●	Our<br> operations face substantial regulation of health and safety.
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●	Our<br> operations are subject to extensive environmental laws and regulations.
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●	Mineral<br> prices are subject to unpredictable fluctuations.
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Countryand Currency Risks

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●	Our<br> ability to execute our business plan depends primarily on the continuation of a favorable<br> mining environment in Brazil and our ability to freely sell our minerals.
●	The<br> perception of Brazil by the international community may affect us.
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●	Exposure<br> to foreign exchange fluctuations and capital controls may adversely affect our costs, earnings<br> and the value of some of our assets.
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CommonStock Risks

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●	Our<br> common stock price has been and may continue to be volatile.
●	We<br> do not intend to pay regular future dividends on our common stock and thus stockholders must<br> look to appreciation of our common stock to realize a gain on their investments.
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●	We<br> may seek to raise additional funds, finance acquisitions, or develop strategic relationships<br> by issuing securities that would dilute your ownership.
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●	Our<br> Series A Preferred Stock has the effect of concentrating voting control over us in Marc Fogassa,<br> our Chief Executive Officer and Chairman.
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●	Marc<br> Fogassa, our Chief Executive Officer and member of our Board of Directors, owns greater than<br> 50% of the Company’s voting securities, which means we are deemed a “controlled<br> company” under the rules of Nasdaq.
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●	Our<br> stock price may be volatile, and you could lose all or part of your investment.
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●	You<br> will experience dilution as a result of future equity offerings.
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●	Our<br> existing stockholders have substantial influence over our company and their interests may<br> not be aligned with the interests of our other stockholders, which may discourage, delay<br> or prevent a change in control of our company, which could deprive our stockholders of an<br> opportunity to receive a premium for their securities.
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●	Sales<br> of a substantial number of shares of our common stock by our stockholders in the public market<br> could cause our stock price to fall.
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●	Costs<br> as a result of operating as a public company are significant, and our management is required<br> to devote substantial time to compliance with our public company responsibilities and corporate<br> governance practices.
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●	Our<br> internal control over financial reporting may not meet the standards required by Section<br> 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal control<br> over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, could<br> have a material adverse effect on our business and share price.
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BusinessRisks

Ourfuture performance is difficult to evaluate because we have a limited operating history.

Investors should evaluate an investment in us considering the uncertainties encountered by mineral exploration companies. Although we were incorporated in 2011, we began to implement our current business strategy in 2016, which is primarily focused on the exploration of strategic minerals. We have generated limited revenues from operations and our cash flow needs have been financed primarily through debt or equity and not through cash flows derived from our operations. As a result, we have little historical financial and operating information available to help you evaluate and predict our future performance. In addition, advancing our projects will require significant capital and time, and we are subject to all of the risks associated with developing and establishing new mining operations and business enterprises as further described in these risk factors. There can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability.

We have a history of losses and expect to continueto incur losses in the future.

We have incurred losses in each of the two past years, have negative cash flow from operating activities, have had limited revenues and expect to continue to incur losses in the future.

We have an accumulated deficit of approximately $58.7 million as of December 31, 2022. We expect to continue to incur losses unless and until such time as our projects or one of our future acquired properties enters into commercial production and generates sufficient revenues to fund continuing operations and we are able to develop at least one economic deposit. We recognize that if we are unable to generate cash flows from our operations, we will not be able to earn profits or continue operations. At this early stage of our operation, we also expect to face the risks, uncertainties, expenses and difficulties encountered by companies at the mineral exploration stage. We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition.

There is uncertainty regarding our ability to implement our business plan and to grow our operations with our existing financial resources without additional financing. Our ability to implement our business plan is dependent on us generating cash from operations, the sale of our stock and/or obtaining debt financing. Historically, we have funded our operations primarily through the issuance of debt and equity securities. Management’s plan to fund our capital requirements and ongoing operations include the generation of revenue from our mining operations and projects. Management’s secondary plan to cover any shortfall is selling our equity securities, including our common stock, or common stock in Apollo Resources and Jupiter Gold that we own, and obtaining debt financing, There is no assurance that we will be successful in implementing our business plan or that we will be able to generate sufficient cash from operations, sell securities or borrow funds on favorable terms or at all. Our inability to generate significant revenue or obtain additional financing could have a material adverse effect on our ability to fully implement our business plan and grow our business to a greater extent than we can with our existing financial resources

Weare an exploration stage company, and there is no guarantee that our properties will result in the commercial extraction of mineral deposits.

We are engaged in the business of exploring and developing mineral properties with the intention of locating economic deposits of minerals. An economic deposit is a mineral property which can be reasonably expected to generate profits upon extraction and commercialization of its minerals after considering all costs involved. Our property interests are at the exploration stage. Accordingly, it is unlikely that we will realize profits in the short term, and we also cannot assure you that we will realize profits in the medium to long term. Any profitability in the future from our business will be dependent upon development of at least one economic deposit and most likely further exploration and development of other economic deposits, each of which is subject to numerous risk factors. including all of the risks associated with developing and establishing new mining operations and business enterprises including:

●	completion<br> of studies to verify reserves and commercial viability, including the ability<br> to find sufficient ore reserves to support a commercial mining operation;
●	the<br> timing and cost, which can be considerable, of further exploration, preparing studies, permitting and construction of infrastructure, mining and processing facilities;
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●	the<br> availability and costs of drill equipment, exploration personnel, skilled labor, and mining<br> and processing equipment, if required;
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●	the<br> availability and cost of appropriate smelting and/or refining arrangements, if required;
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●	compliance<br> with stringent environmental and other governmental approval and permit requirements;
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●	the<br> availability of funds to finance exploration, development, and construction activities, as<br> warranted;
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●	potential<br> opposition from non-governmental organizations, local groups or local inhabitants that may<br> delay or prevent development activities;
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●	potential<br> increases in exploration, construction, and operating costs due to changes in the cost of<br> fuel, power, materials, and supplies; and
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●	potential<br> shortages of mineral processing, construction, and other facilities related supplies.
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Further, we cannot assure you that, even if an economic deposit of minerals is located, any of our property interests can be commercially mined. The exploration and development of mineral deposits involves a high degree of financial risk over a significant period which a combination of careful evaluation, experience and knowledge of management may not eliminate. While discovery of additional ore-bearing deposits may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Significant expenses may be required to establish reserves by drilling and to construct mining and processing facilities at a particular site. It is impossible to ensure that our current exploration programs will result in profitable commercial mining operations. The profitability of our operations will be, in part, related to the cost and success of its exploration and development programs which may be affected by several factors. Additional expenditures are required to establish reserves which are sufficient to commercially mine and to construct, complete and install mining and processing facilities in those properties that are mined and developed.

In addition, exploration-stage projects like ours have no operating history upon which to base estimates of future operating costs and capital requirements. Exploration project items, such as any future estimates of reserves, metal recoveries or cash operating costs will to a large extent be based upon the interpretation of geologic data, obtained from a limited number of drill holes and other sampling techniques, as well as future studies. Actual operating costs and economic returns of all exploration projects may materially differ from the costs and returns estimated, and accordingly our financial condition, results of operations, and cash flows may be negatively affected.

Becausethe probability of an individual prospect ever having reserves is unknown, our properties may not contain any reserves, and any fundsspent on exploration and evaluation may be lost.

We are an exploration stage company, and we have no “reserves.” A mineral reserve is defined in Regulation S-K 1300 as an estimate of tonnage and grade or quality of “indicated mineral resources” and “measured mineral resources” (as those terms are defined in Regulation S-K 1300) that, in the opinion of a “qualified person” (as defined in Regulation S-K 1300), can be the basis of an economically viable project. We cannot assure you about the existence of economically extractable mineralization at this time, nor about the quantity or grade of any mineralization we may have found. Because the probability of an individual prospect ever having reserves is uncertain, our properties may not contain any reserves and any funds spent on evaluation and exploration may be lost. Even if we confirm reserves on our properties, any quantity or grade of reserves we indicate must be considered as estimates only until such reserves are mined. We do not know with certainty that economically recoverable minerals exist on our properties. In addition, the quantity of any reserves may vary depending on commodity prices. Any material change in the quantity or grade of reserves may affect the economic viability of our properties. Further, our lack of established reserves means that we are uncertain about our ability to generate revenue from our operations.

Even if we do eventually discover a mineral reserve on one or more of our properties, there can be no assurance that they can be developed into producing mines and that we can extract those minerals. Both mineral exploration and development involve a high degree of risk, and few mineral properties that are explored are ultimately developed into producing mines.

Exploration activitiesrequire significant amounts of capital that may not be recovered and may exceed our budget.

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Mineral exploration activities are subject to many risks, including the risk that no commercially productive or extractable resources will be encountered. There can be no assurance that the Company’s activities will ultimately lead to an economically feasible project or that it will recover all or any portion of its investment. Mineral exploration often involves unprofitable efforts, including drilling operations that ultimately do not further exploration efforts. Despite our efforts to budget such costs, the cost of minerals exploration is often uncertain, and cost overruns are common. Substantial expenditures are required to establish reserves through drilling, to develop processes to extract the ore and, in the case of new properties, to develop the extraction and processing facilities and infrastructure at any site chosen for extraction. Although substantial benefits may be derived from the discovery of a major deposit, we cannot provide any assurance that any such deposit will be commercially viable or that we will be able to obtain the funds required for development on a timely basis. Drilling and exploration operations may be curtailed, delayed or canceled as a result of numerous factors, many of which are beyond the Company’s control, including title problems, weather conditions, protests, compliance with governmental requirements, including permitting issues, and shortages or delays in the delivery of equipment and services. For example, following recent results of our exploration plans of our Minas Gerais Lithium Project, we expect to incur greater cost related to such exploration activities than originally budgeted for. While we believe we have sufficient resources to fund our operations for the next twelve months, an increase in our drilling campaigns to keep pace with positive findings of potential economic deposits, may require us to raise additional capital which, if not available on reasonable terms, may cause us to curtail our operations and impair our ability to become profitable.

Weface risks related to mining, exploration and mine construction, if warranted, on our properties.

Our level of profitability, if any, in future years will depend to a great degree on prices of minerals set by global markets and whether our exploration-stage properties can be brought into production. We cannot provide any assurances that the current and future exploration programs and/or studies on our existing properties will establish reserves. Whether it will be economically feasible to extract a mineral depends on a number of factors, including, but not limited to: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; drilling costs; mineral prices; mining, processing and transportation costs; the willingness of lenders and investors to provide project financing; labor costs and possible labor strikes; and governmental regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting materials, foreign exchange, environmental protection, employment, worker safety, transportation, and reclamation and closure obligations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us receiving an inadequate return on invested capital.

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Ourlong-term success will depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow fromour mining activities.

Our long-term success, including the recoverability of the carrying values of our assets, and our ability to continue with exploration, development and commissioning and mining activities on our existing projects or to acquire additional projects, depends ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from our operations by establishing ore bodies that contain commercially recoverable minerals and to develop these into profitable mining activities. We cannot assure you that any ore body that we extract mineralized materials from will result in achieving and maintaining profitability and developing positive cash flow.

Wedepend on our ability to successfully access the capital and financial markets. Any inability to access the capital or financial marketsmay limit our ability to fund our ongoing operations, execute our business plan or pursue investments that we may rely on for futuregrowth.

Until commercial production is achieved from one of our larger projects, we will continue to incur operating and investing net cash outflows associated with among other things maintaining and acquiring exploration properties, undertaking ongoing exploration activities and the development of mines. As a result, we rely on access to capital markets as a source of funding for our capital and operating requirements. We cannot assure you that such additional funding will be available to us on satisfactory terms, or at all.

In order to finance our current operations and future capital needs, we will require additional funds through the issuance of additional equity and/or debt securities. Depending on the type and the terms of any financing we pursue, shareholders’ rights and the value of their investment in our shares could be reduced. Any additional equity financing will dilute shareholdings, and new or additional debt financing, if available, may involve restrictions on financing and operating activities. For example, on January 30, 2023, the Company raised an aggregate of $4 million in gross proceeds from the sale of its common stock in transaction exempt under Regulation S of the Securities Act. In addition, if we issue secured debt securities, the holders of the debt would have a claim to our assets that would be prior to the rights of shareholders until the debt is paid. Interest on such debt securities would increase costs and negatively impact operating results.

The global decline in economic conditions, geopolitical instability, and other macroeconomic factors, including inflation, interest rate and foreign currency rate fluctuations, and volatility in capital markets could negatively impact our business, financial condition, and results of operations, including our ability to raise capital. If we are unable to obtain additional financing, as needed, at competitive rates, our ability to fund our current operations and implement our business plan and strategy will be affected, and we would be required to reduce the scope of our operations and scale back our exploration, development and mining programs. There is, however, no guarantee that we will be able to secure any additional funding or be able to secure funding which will provide us with sufficient funds to meet our objectives, which may adversely affect our business and financial position.

Ourquarterly and annual operating and financial results and our revenue are likely to fluctuate significantly in future periods.

Our quarterly and annual operating and financial results are difficult to predict and may fluctuate significantly from period to period.based on activities related to our exploration projects. Our revenues, net income and results of operations may fluctuate as a result of a variety of factors that are outside our control including, but not limited to, lack of sufficient working capital, equipment malfunction and breakdowns, inability to timely find spare machines or parts to fix the broken equipment, regulatory or licensing delays and severe weather phenomena.

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Ourability to manage growth will have an impact on our business, financial condition and results of operations.

Future growth may place strains on our financial, technical, operational and administrative resources and cause us to rely more on project partners and independent contractors, potentially adversely affecting our financial position and results of operations. Our ability to grow will depend on several factors, including:

●	our<br> ability to successfully complete our exploration activities and develop existing projects;
●	our<br> ability to identify new projects;
●	our<br> ability to continue to retain and attract skilled personnel;
●	our<br> ability to maintain or enter into relationships with project partners and independent contractors;
●	the<br> results of our exploration programs;
●	the<br> market prices for our minerals;
●	our<br> access to capital; and
●	our<br> ability to enter into agreements for the sale of our minerals.

We may not be successful in upgrading our technical, operational and administrative resources or increasing our internal resources sufficiently to provide certain of the services currently provided by third parties, and we may not be able to maintain or enter into new relationships with project partners and independent contractors on financially attractive terms, if at all. Our inability to achieve or manage growth may materially and adversely affect our business, results of operations and financial condition.

Wedepend upon Marc Fogassa, our Chief Executive Officer and Chairman.

Our existing operations and continued future development are largely dependent upon the personal efforts and continued performance of Marc Fogassa, our Chief Executive Officer and Chairman and principal stockholder. The loss of the services of Mr. Fogassa would have a material adverse effect on our business and prospects. We maintain key-man life insurance on the life of Mr. Fogassa. See “Management.” If we were to lose Mr. Fogassa, we may not be able to find appropriate replacements on a timely basis and our financial condition and results of operations could be materially adversely affected. Although Mr. Fogassa spends significant time with the Company and is highly active in our management, he does not devote his full time and attention to Atlas Lithium. Mr. Fogassa also currently serves as Chief Executive Officer and director of Apollo Resources Corporation (“Apollo Resources”) and Jupiter Gold Corporation (“Jupiter Gold”).

Ourgrowth will require new personnel, which we will be required to recruit, hire, train and retain.

Our ability to recruit and assimilate new personnel will be critical to our performance. We compete with other mining companies in the recruitment and retention of qualified managerial and technical employees. As we grow, we will be required to recruit additional personnel and to train, motivate and manage employees. If we are unable to successfully compete for qualified employees, our exploration and development programs may be slowed down or suspended.

Certainexecutive officers and directors may be in a position of conflict of interest.

Marc Fogassa, our Chief Executive and Chairman, also serves as chief executive officer and director of Apollo Resources and Jupiter Gold. Joel Monteiro, Esq., one of our officers, is a director in both Apollo Resources and Jupiter Gold. Areli Nogueira, one of our officers, is a director in Jupiter Gold. We have partial equity ownership in both Apollo Resources and Jupiter Gold. There exists the possibility that one or more of these individuals, or others, may in the future be in a position of conflict of interest. where their interests may not be aligned with the interests of our other stockholders, and he may from time to time be incentivized to take certain actions that benefit his other interests and that our other stockholders do not view as being in their interest as investors in our company.

Adversedevelopments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performanceby financial institutions or transactional counterparties, could adversely affect our business, financial condition or results of operations.

Events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. Most recently, on March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. Similarly, on March 12, 2023, Signature Bank and Silvergate Capital Corp. were each swept into receivership. Although we assess our banking and customer relationships as we believe necessary or appropriate, our access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our current and projected future business operations could be significantly impaired by factors that affect us, the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry.

In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. Any decline in available funding or access to our cash and liquidity resources could, among other risks, adversely impact our ability to meet our operating expenses, financial obligations or fulfill our other obligations, result in breaches of our contractual obligations or result in violations of federal or state wage and hour laws. Any of these impacts, or any other impacts resulting from the factors described above or other related or similar factors not described above, could have material adverse impacts on our liquidity and our business, financial condition or results of operations.

Wemay be unable to retain the third party contractors upon which we rely, including for drilling.

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We have agreements with consultants to perform services for us including with respect to performing drilling services for us. Each of these contractors perform functions that require the services of persons in high demand in the industry and these persons may or may not always be available when needed based on their status as contractors or at affordable prices. The implementation of our business plan and our exploration activities may be impaired if we are not able to retain or afford our significant contractors or if they do not perform in accordance with their agreements and the failure to conduct our exploration activities could result in delays in our ability to execute on our business plan will could have an adverse effect on the value of our company and our common stock.

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Regulatoryand Industry Risks

Themining industry subjects us to several risks.

In our operations, we are subject to the significant risks normally encountered in the mining industry, such as:

●	the<br> discovery of unusual or unexpected geological formations;
●	accidental<br> fires, floods, earthquakes or other natural disasters;
●	unplanned<br> power outages and water shortages;
●	controlling<br> water and other similar mining hazards;
●	industrial<br> and mining accidents;
●	operating<br> labor disruptions and labor disputes;
●	the<br> ability to obtain suitable or adequate machinery, equipment, or labor;
●	our<br> liability for pollution or other hazards; and
●	other<br> known and unknown risks involved in the conduct of exploration and operation of mines.

These hazardous activities pose significant management challenges and could result in loss of life, a mine shutdown, damage to or destruction of our properties and surrounding properties, production facilities or equipment, production delays or business interruption.

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Ourmineral projects will be subject to significant governmental regulations.

Mining activities in Brazil are subject to extensive federal, state, and local laws and regulations governing environmental protection, natural resources, prospecting, development, production, post-closure reclamation costs, taxes, labor standards and occupational health and safety laws and regulations, including mine safety, toxic substances and other matters. The costs associated with compliance with such laws and regulations can be substantial. In addition, changes in such laws and regulations, or more restrictive interpretations of current laws and regulations by governmental authorities, could result in unanticipated capital expenditures, expenses, or restrictions on, or suspensions of our operations and delays in the development of our properties.

Wewill be required to obtain governmental permits in order to conduct development and mining operations, a process which is often costlyand time-consuming.

We are required to obtain and renew governmental permits for our exploration activities and, prior to developing or mining any mineralization that we discover, we will be required to obtain new governmental permits. Obtaining and renewing governmental permits is a complex, costly and time-consuming process. The timeliness and success of permitting efforts are contingent upon many variables not within our control, including the interpretation of permit approval requirements administered by the applicable permitting authority. We may not be able to obtain or renew permits that are necessary to our planned operations or the cost and time required to obtain or renew such permits may exceed our expectations. Any unexpected delays or costs associated with the permitting process could delay the exploration, development or operation of our properties, which in turn could materially adversely affect our future revenues and profitability. In addition, key permits and approvals may be revoked or suspended or may be changed in a manner that adversely affects our activities.

Private parties, such as environmental activists, frequently attempt to intervene in the permitting process and to persuade regulators to deny necessary permits or seek to overturn permits that have been issued. Obtaining the necessary governmental permits involves numerous jurisdictions, public hearings and possibly costly undertakings. These third-party actions can materially increase the costs and cause delays in the permitting process and could cause us to not proceed with the development or operation of a property. In addition, our ability to successfully obtain key permits and approvals to explore for, develop, operate and expand operations will likely depend on our ability to undertake such activities in a manner consistent with the creation of social and economic benefits in the surrounding communities, which may or may not be required by law. Our ability to obtain permits and approvals and to successfully operate in particular communities may be adversely affected by real or perceived detrimental events associated with our activities.

Compliancewith environmental regulations and litigation based on environmental regulations could require significant expenditures.

Environmental regulations mandate, among other things, the maintenance of air and water quality standards, and the rules on land development and reclamation. They also set forth limitations on the generation, transportation, storage, and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for mining companies and their officers, directors and employees. In connection with our current exploration activities or with our prior mining operations, we may incur environmental costs that could have a material adverse effect on our financial condition and results of operations. Any failure to remedy an environmental problem could require us to suspend operations or enter into interim compliance measures pending completion of the required remedy.

Moreover, governmental authorities and private parties may bring lawsuits based upon damage to property and injury to persons resulting from the environmental, health and safety impacts of prior and current operations, including operations conducted by other mining companies many years ago at sites located on properties that we currently own or formerly owned. These lawsuits could lead to the imposition of substantial fines, remediation costs, penalties and other civil and criminal sanctions. We cannot assure you that any such law, regulation, enforcement or private claim would not have a material adverse effect on our financial condition, results of operations or cash flows.

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Ouroperations face substantial regulation of health and safety.

Our operations are subject to extensive and complex laws and regulations governing worker health and safety across our operating regions and our failure to comply with applicable legal requirements can result in substantial penalties. Future changes in applicable laws, regulations, permits and approvals or changes in their enforcement or regulatory interpretation could substantially increase costs to achieve compliance, lead to the revocation of existing or future exploration or mining rights or otherwise have an adverse impact on our results of operations and financial position.

In addition to potential government restrictions and regulatory fines, penalties or sanctions, our ability to operate (including the effect of any impact on our workforce) and thus, our results of operations and our financial position (including because of potential related fines and sanctions), could be adversely affected by accidents, injuries, fatalities or events detrimental (or perceived to be detrimental) to the health and safety of our employees, the environment or the communities in which we operate.

Ouroperations are subject to extensive environmental laws and regulations.

Our exploration, development, mining and processing operations are subject to extensive laws and regulations governing land use and the protection of the environment, which generally apply to air and water quality, protection of endangered, protected or other specified species, hazardous waste management and reclamation. We have made, and expect to make in the future, significant expenditures to comply with such laws and regulations. Compliance with these laws and regulations imposes substantial costs and burdens, and can cause delays in obtaining, or failure to obtain, government permits and approvals which may adversely impact our closure processes and operations.

Increased global attention or regulation of consumption of water by industrial activities, as well as water quality discharge, and on restricting or prohibiting the use of cyanide and other hazardous substances in processing activities could similarly have an adverse impact on our results of operations and financial position due to increased compliance and input costs.

Mineralprices are subject to unpredictable fluctuations.

Portions of our revenues may come from the extraction and sale of minerals. The price of minerals may fluctuate widely and is affected by numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities, increased production due to new extraction developments and improved extraction and production methods and technological changes in the markets for the end products. The effect of these factors on the price of minerals, and therefore the economic viability of any of our exploration properties, cannot accurately be predicted.

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Countryand Currency Risks

Ourability to execute our business plan depends primarily on the continuation of a favorable mining environment in Brazil and our abilityto freely sell our minerals.

Mining operations in Brazil are heavily regulated. Any significant change in mining legislation or other changes in Brazil’s current mining environment may slow down or alter our business prospects. Further, countries in which we may wish to sell our mined minerals may impose special taxes, tariffs, or otherwise place limits and controls on consumption of our mined minerals.

Theperception of Brazil by the international community may affect us.

Brazil’s political environment and its environmental policies, in particular the preservation of the Amazon rain forest, are continuously scrutinized by the global media. If Brazil’s situation or policies are perceived as being inadequate, we may lose the interest of investor groups or potential buyers of our minerals, which will have a negative impact on us.

Exposureto foreign exchange fluctuations and capital controls may adversely affect our costs, earnings and the value of some of our assets.

Our reporting currency is the U.S. dollar; however, we conduct our business in Brazil utilizing the Brazilian real. A large portion of our operating expenses are incurred in Brazilian real. An appreciation of the Brazilian real against the U.S. dollar would increase our costs in U.S. dollar terms. Our consolidated financials are directly impacted by movements in the Brazilian real to U.S. dollar exchange rate.

While not expected, Brazil may choose to adopt measures to restrict the entry of U.S. dollars or the repatriation of capital across borders. These measures would have a number of negative effects on us, reducing the immediately available capital that we could otherwise deploy for investment opportunities or the payment of expenses, and the ability to repatriate any profits.

CommonStock Risks

Ourcommon stock price has been and may continue to be volatile.

The market price of our common stock has been and is likely to continue to be volatile and could fluctuate in price in response to various factors, many of which are beyond our control, including the following:

●	the<br> results from our exploration and/or, if warranted, project development efforts;
●	our<br> ability to achieve profitability;

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| --- | | ● | our<br> ability to raise capital when needed; | | --- | --- | | ● | our<br> ability to execute our business plan; | | ● | investor<br> perception of our industry or our prospects; | | ● | legislative,<br> regulatory, and competitive developments; and | | ● | economic<br> and external factors. |

In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of any company. These market fluctuations may also materially and adversely affect the market price of our common stock regardless of our actual operations and the results from those operations.

Wedo not intend to pay regular future dividends on our common stock and thus stockholders must look to appreciation of our common stockto realize a gain on their investments.

We have never paid a dividend and we do not have any plans to pay dividends in the foreseeable future. Our future dividend policy is within the discretion of our Board of Directors and will depend upon various factors, including future earnings, if any, our capital requirements and general financial condition, and other factors. Accordingly, stockholders must look solely to appreciation of our common stock to realize a gain on their investment. This appreciation may not occur or may occur only over a longer timeframe.

Wemay seek to raise additional funds, finance acquisitions, or develop strategic relationships by issuing securities that would diluteyour ownership.

We may largely finance our operations by issuing equity securities, which may materially reduce the percentage ownership of our existing stockholders. Furthermore, any newly issued securities could have rights, preferences, and privileges senior to those of our existing common stock. Moreover, any issuances by us of equity securities may be at or below the prevailing market price of our stock and in any event may have a dilutive impact on ownership interest of existing common stockholders, which could cause the market price of our common stock to decline. We may also raise additional funds through the incurrence of debt or the issuance or sale of other securities or instruments senior to our Common Stock. The holders of any debt securities or instruments that we may issue could have rights superior to the rights of our common stockholders.

OurSeries A Preferred Stock has the effect of concentrating voting control over us in Marc Fogassa, our Chief Executive Officer and Chairman.

One share of our Series A Preferred Stock is issued, outstanding and held since 2012 by Marc Fogassa, our Chief Executive Officer and Chairman. The Certificate of Designations, Preferences and Rights of our Series A Convertible Preferred provides that for so long as Series A Preferred Stock is issued and outstanding, the holders of Series A Preferred Stock shall vote together as a single class with the holders of our common stock, with the holders of Series A Preferred Stock being entitled to 51% of the total votes on all matters regardless of the actual number of shares of Series A Preferred Stock then outstanding, and the holders of common stock and any other class or series of capital stock entitled to vote with the common stock being entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power. As a result, you may have limited ability to impact our operations and activities.

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MarcFogassa, our Chief Executive Officer and member of our Board of Directors, owns greater than 50% of the Company’s voting securities,which means we are deemed a “controlled company” under the rules of Nasdaq.

As a result of his ownership of all issued and outstanding shares of our Series A Preferred Stock, Mr. Fogassa, our Chief Executive Officer and Chairman, holds more than 50% of our voting securities, and as such, we are a “controlled company” under the rules of Nasdaq.

As a “controlled company,” we may elect to rely on some or all of these exemptions, even though currently we do not take advantage of any of these exemptions, but may do so in the future. Accordingly, should the interests of Mr. Fogassa differ from those of other stockholders, the other stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance standards. Our status as a controlled company could make our common stock less attractive to some investors or otherwise harm our stock price.

Ourstock price may be volatile, and you could lose all or part of your investment.

The trading price of our common stock may fluctuate substantially and will depend on several factors, including those described in this “Risk Factors” section, many of which are beyond our control and may not be related to our operating performance. These fluctuations could cause you to lose all or part of your investment in our securities. Factors that could cause fluctuations in the trading price of our common stock include:

●	results<br> from our exploration and/or, if warranted, project development efforts;
●	changes<br> to our industry, including demand and regulations;
●	failure<br> to achieve commercial extraction of mineral deposits from any of our properties;
●	absence<br> of any reserves contained within our properties, and loss of any funds spent on exploration and evaluation;
●	we<br> may not be able to compete successfully against current and future competitors;
●	competitive<br> pricing pressures;
●	our<br> ability to obtain working capital financing as required;
●	additions<br> or departures of key personnel;
●	sales<br> of our common stock;
●	our<br> ability to execute our business plan;
●	operating<br> results that fall below expectations;
●	any<br> major change in our management;
●	changes<br> in accounting standards, procedures, guidelines, interpretations or principals; and
●	economic,<br> geo-political and other external factors, particularly within the country of Brazil.

In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors, as well as general economic, political and market conditions such as recessions or interest rate changes, may seriously affect the market price of our common stock, regardless of our actual operating performance.

Further, in the past, following periods of volatility in the overall market and the market prices of particular companies’ securities, securities class action litigations have often been instituted against these companies. Litigation of this type, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources. Any adverse determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments.

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Youwill experience dilution as a result of future equity offerings.

We may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock. Although no assurances can be given that we will consummate a future financing, in the event we do, or in the event we sell shares of common stock or other securities convertible into shares of our common stock in the future, additional and potentially substantial dilution will occur.

Ourexisting stockholders have substantial influence over our company and their interests may not be aligned with the interests of our otherstockholders, which may discourage, delay or prevent a change in control of our company, which could deprive our stockholders of an opportunityto receive a premium for their securities.

As of the date of this Annual Report, certain stockholders control the voting power in us, including management. As a result, these stockholders have substantial influence over our business, including decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. This concentration of ownership may discourage, delay or prevent a change in our control, which could deprive our stockholders of an opportunity to receive a premium for their shares as part of any contemplated sale of our Company and may reduce the price of our common stock.

Salesof a substantial number of shares of our common stock by our stockholders in the public market could cause our stock price to fall.

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Sales of a substantial number of shares of our common stock in the public market or the perception that these sales might occur could significantly reduce the market price of our common stock and impair our ability to raise adequate capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our common stock.

Costsas a result of operating as a public company are significant, and our management is required to devote substantial time to compliancewith our public company responsibilities and corporate governance practices.

As a public company, we incur significant legal, accounting and other expenses that private companies do not incur. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the Nasdaq Capital Market, and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel will devote a substantial amount of time to compliance with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we will incur as a public company or the specific timing of such costs.

Ourinternal control over financial reporting may not meet the standards required by Section 404 of the Sarbanes-Oxley Act, and failure toachieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, couldhave a material adverse effect on our business and share price.

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Our management is required to report on the effectiveness of our internal control over financial reporting. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation.

We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition, results of operations or cash flows. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting once that firm begins our Section 404 reviews, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

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Item1B. Unresolved Staff Comments.

None.

Item2. Properties.

LithiumProjects

Our lithium projects are listed in the following table with respective maps below.

Mineral	Name	Location<br> in Brazil	Aggregate<br> Mineral Rights Area
Lithium	Minas<br> Gerais Lithium Project	State<br> of Minas Gerais		23,785<br> hectares<br><br> (58,774 acres)
Lithium	Northeastern<br> Brazil Lithium Project	States<br> of Paraíba and Rio Grande do Norte		6,583<br> hectares<br><br> <br>(16,266<br> acres)

With respect to the Minas Gerais Lithium Project, our exploration plan as of the date of this Annual Report is:

a) to continue both our exploratory and our resource-delineating drilling campaigns to assess identified targets and to continue to estimate the size of our lithium-bearing mineral deposits;

b) to present a maiden resource report in accordance with the standards set forth in Regulation S-K 1300, and to plan on continually updating such report as more drilling and data become available;

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c) to continue exploratory drilling on many new and existing target areas with pegmatites which our field geologists have identified;

d) to continue careful geological map on foot of the vast mineral rights landbank that we have for presence of additional pegmatites; and

e) to present the metallurgical report expected from SGS Lakefield and to continue mineralogical analysis of our deposits with the intent of developing a processing route for lithium concentrate, our designated commercial product for sale.

With respect to the Northeastern Brazil Lithium Project, our exploration plan as of the date of this Annual Report is to initially open five to ten trenches and drill three to five exploratory holes in a few specific areas.

On January 19, 2023, through our 99.99% owned subsidiary BMIX Participações Ltda., we consummated a transaction in which we acquired five lithium mineral rights totaling 1,090.88 hectares (~ 2,696 acres) owned by an unrelated Brazilian mining enterprise pursuant to a Mineral Rights Purchase Agreement (the “Acquisition Agreement”) filed as Exhibit 10.10 to this Annual Report. These mineral rights are 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 of the properties under this agreement remains subject to our continuing performance under the purchase agreement, including with respect to timely payments. Please refer to Exhibit 10.10 of this Annual Report for a full description of the terms of the Acquisition Agreement.

OtherCritical Minerals

Our other critical minerals properties are listed in the following table with respective maps below.

Mineral(s)	Name	Location<br> in Brazil (states)	Aggregate<br> Mineral Rights Area
Nickel	Nickel<br> Properties	Goiás<br> and Piauí		22,238<br> hectares<br><br> (54,950 acres)
Rare<br> Earths	Rare<br> Earths I Properties	Bahia,<br> Goiás, and Tocantins		12,162<br> hectares<br><br> (30,054 acres)
Titanium	Titanium<br> Properties	Minas<br> Gerais		8,923<br> hectares<br><br> <br>(22,050<br> acres)
Graphite	Graphite<br> Properties	Minas<br> Gerais		5,571 hectares<br><br> <br>(13,766 acres)

With respect to the properties listed above (nickel, rare earths, titanium, and graphite), we do not have detailed exploration plans or budgets, as we have focused our attention and limited resources to date primarily toward our Lithium Projects.

InitialProperties

Our alluvial gold and diamonds, and industrial sand properties are listed in the following table .

Mineral(s)	Name	Location<br> in Brazil (state)	Aggregate<br> Mineral Rights Area
Alluvial<br> Gold and Diamonds	Alluvial<br> Gold and Diamonds Mine	Minas<br> Gerais		9,343<br> hectares<br><br> (23,088 acres)
Industrial<br> Sand	Industrial<br> Sand Mine I & Mine II	Minas<br> Gerais		456<br> hectares<br><br> (1,128 acres)

Item3. Legal Proceedings.

We are not a party to any material legal proceedings.

Item4. Mine Safety Disclosures.

Not applicable.

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PART

II

Item5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information and Current Stockholders

Since January 10, 2023, our common stock has been trading on the Nasdaq Capital Market LLC (“Nasdaq”) under the symbol “ATLX.” Quotations for our common stock are available on nasdaq.com. Prior to January 10, 2023, our common was quoted on the OTCQB Marketplace (“OTCQB”) operated by the OTC Markets Group, Inc. under the symbol “ATLXD.” The following table sets forth, for each of the quarterly periods indicated, the range of high and low sales prices, in U.S. dollars, for our common stock for each quarter in 2021 and 2022.

	Year<br> Ended
Quarters	December<br> 31, 2021
	High		Low
2021
First<br> (01/01-03/31)	$	42.75	$	1.43
Second<br> (04/01-06/30)	$	15.83	$	8.40
Third<br> (07/01-09/30)	$	10.05	$	6.98
Fourth<br> (10/01-12/31)	$	10.88	$	5.44
	Year<br> Ended
---	---	---	---	---
Quarters	December<br> 31, 2022
	High		Low
2022
First<br> (01/01-03/31)	$	7.05	$	4.43
Second<br> (04/01-06/30)	$	9.38	$	3.83
Third<br> (07/01-09/30)	$	15.98	$	6.75
Fourth<br> (10/01-12/31)	$	20.78	$	6.90

As of March 27, 2023, there were 239 holders of record of the Company’s common stock.

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Dividends

We have not paid any cash dividends since our inception and do not expect to declare any cash dividends in the foreseeable future.

RecentSales of Unregistered Securities

Except as previously disclosed in Item 15 of our Registration Statement on Form S-1 declared effective by the SEC on January 9, 2023, there have been no other sales of unregistered securities during the period covered by this Annual Report.

Item6. [Reserved]

Not applicable.

Item7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes to those financial statements appearing elsewhere in this Annual Report.

This discussion and analysis below includes forward-looking statements that are subject to risks, uncertainties and other factors described in the “Risk Factors” section that could cause actual results could differ materially from those anticipated in these forward- looking statements as a result of various factors. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future. . We caution you to read the “Forward Looking Statements” section of our Annual Report.

Overview

Atlas Lithium Corporation (“Atlas Lithium,” “Brazil Minerals,” the “Company,” “we,” “us,” or “our”) is a mineral exploration and mining company with lithium projects and properties in other critical and battery minerals to power the Green Energy Revolution - nickel, rare earths, graphite, and titanium. Our current focus is on developing our hard-rock lithium project located in Minas Gerais State in Brazil at a well-known, premier pegmatitic district in Brazil. We intend to produce and sell lithium concentrate, a key ingredient for battery supply chain. Lithium is essential for batteries in electric vehicles and demand is expected to outstrip supply.

We are in the initial stages of planning to develop and own 100% of a lithium concentration facility capable of producing 150,000 tons of lithium concentrate annually.

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 of our mineral projects and properties are located in Brazil and our mineral rights portfolio for critical and battery minerals includes approximately 75,040 acres (304 km^2^) for lithium in 64 mineral rights, 54,950 acres for nickel (222 km^2^) in 15 mineral rights, 30,054 acres (122 km^2^) for rare earths in seven mineral rights, 22,050 acres (89 km^2^) for titanium in seven mineral rights, and 13,766 acres (56 km^2^) for graphite in three mineral rights. We believe that we hold the largest portfolio of lithium mineral exploration properties in Brazil, a premier and well-established jurisdiction for hard-rock lithium.

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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, where some of our high-potential mineral rights are adjacent to or near large lithium deposits that belong to Sigma Lithium Corporation (Nasdaq: SGML). Our Minas Gerais Lithium Project is our largest project and consists of 52 mineral rights spread over 56,078 acres (227 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. Generally, lithium derived from pegmatites is less costly to purify for uses in high technology applications than lithium obtained from brine. Such applications include the battery supply chain for EVs, an area of expected high growth for the next several decades.

We believe that we can materially increase our value by the acceleration of our exploratory work and quantification of our lithium mineralization. Our initial commercial goal is to be able to enter production of lithium-bearing concentrate, a product which is highly sought after in the battery supply chain for EVs.

We also have 100%-ownership of early-stage projects and properties in other minerals that are needed in the battery supply chain and high technology applications such as nickel, rare earths, graphite, and titanium. We believe that the shift from fossil fuels to battery power will yield long-term opportunities for us not only in lithium but also in such other minerals.

Additionally, we have 100%-ownership of several mining concessions for gold and diamonds. Historically, we have had revenues from mining and selling gold, diamonds, and industrial sand. Such endeavors have given us the critical management experience needed to take early-stage projects in Brazil from the exploration phase through successful licensing from regulators and to revenues. As our corporate focus became our lithium properties and those of other critical minerals, we stopped alluvial gold and diamond exploration efforts in 2018 and the sale of our industrial sand in 2022.

The company owns 45.11% of the shares of common stock of Apollo Resources Corporation (“Apollo Resources”), a private company currently primarily focused on the development of its initial iron mine.

The company also owns approximately 28.72% of Jupiter Gold Corporation (“Jupiter Gold”), a company focused on the development of gold projects and of a quartzite mine, and whose common stock are quoted on the OTCQB under the symbol “JUPGF.” The quartzite mine is fully permitted and is expected to start operations mid 2023.

Apollo Resources and Jupiter Gold have not generated any revenues to date. The results of operations from both Apollo Resources and Jupiter Gold are consolidated in our financial statements under accounting principles generally accepted in the United States (“U.S. GAAP”).

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Resultsof Operations

FiscalYear Ended December 31, 2022 Compared to Fiscal Year Ended December 31, 2021

Revenue for the year ended December 31, 2022, totaled $6,765, compared to revenue of $10,232 during the year ended December 31, 2021, representing a decrease of 33.9%. Such revenue was comprised solely of sales of industrial sand that we mine in one of our mineral rights. Industrial sand is a residual business line as we are primarily focused on our lithium exploration program. In December 2022, the company closed its sand business.

Cost of goods sold for the year ended December 31, 2022, totaled $63,548, as compared to cost of goods sold of $245,810 during the year ended December 31, 2021, representing a decrease of 74.15%. Cost of goods sold is primarily comprised of labor, fuel, repairs and maintenance on our mining equipment. As mentioned above, this costs refer to Industrial sand production which is a residual business line as we are primarily focused on our lithium exploration program.

Gross loss for the year ended December 31, 2022, totaled $56,783, compared to gross loss of $235,578 during the year ended December 31, 2021 representing decrease of 75.9%.

Operating expenses for the year ended December 31, 2022, totaled $4,608,887, compared to operating expenses of $3,280,514 during the year ended December 31, 2021 representing an increase of 40.49%. The increase was mostly due to general and administrative expenses related to cost of listing our common stock on Nasdaq and increased financing efforts, and non-cash stock-based compensation from issuances of stock options to officers and directors. Increase noted on “other operating expenses” refers to the expenses of the lithium project drilling campaign.

Other expenses for the year ended December 31, 2022 totaled $155,812, compared to other expenses of $509,374 during the year ended December 31, 2021 representing a decrease of 69,4%. The decrease is mainly due to interest expense on promissory notes due to amortization debt discounts and loss on the extinguishment of debt related to common stock purchase warrants issued in a settlement with a noteholder during the year ended December 31, 2021.

As a result, we incurred a net loss attributable to our stockholders of $3,790,423, or $0.82 per share, for the year ended December 31, 2022, compared to a net loss attributable to our stockholders of $2,772,358, or $0.75 per share, during the year ended December 31, 2021.

We anticipate that our largest expense item for the next twelve months will be drilling expense as we explore lithium targets and delineate our lithium resources. Such expenses can vary depending on the number of drills employed and the number of hours per week that each drilling team works. Our current plan is to continue to have a robust drilling campaign throughout 2023. However, we are dependent on a number of factors which may alter such plans, including, among others, financial resources, availability of qualified drills and personnel to operate them, and permitting.

Liquidityand Capital Resources

As of December 31, 2022, we had cash and cash equivalents of $280,525 and a working capital deficit of $2,452,553, compared to cash and cash equivalents $22,776 and a working capital deficit of $940,475 as of December 31, 2021.

Net cash used in operating activities totaled $1,480,530 for the year ended December 31, 2022, compared to net cash used of $1,101,680 during the year ended December 31, 2021 representing an increase in cash used of $378,850 or 34%.

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Net cash used in investing activities totaled $2,846,356 for the year ended December 31, 2022, compared to net cash used of $961,362 during the year ended December 31, 2021 representing an increase in cash used of $1,884,994 or 196%. The increase is mainly due to the mining rights purchases completed in 2022.

Net cash provided by financing activities totaled $4,502,356 for the year ended December 31, 2022, compared to $1,789,938 during the year ended December 31, 2021 representing an increase in cash provided of $2.712,418 or 151%.

We currently have no off-balance sheet arrangements.

We have limited working capital, have historically incurred net operating losses, and have not yet received material revenues from the sale of products or services.

Our primary sources of liquidity have been derived through proceeds from the (i) issuance of debt and (ii) sales of our equity and the equity of one of our subsidiaries. For example, On January 12, 2023, the Company completed its firm underwritten public offering of 776,250 shares of the Company’s common stock (which includes the shares subject to the over-allotment option, exercised by the underwriter in full), for aggregate gross proceeds of $4,657,500 (prior to deducting any underwriting discounts, commissions, and other offering expenses). Also, on January 30, 2023, the Company raised an aggregate of $4 million in gross proceeds from the sale of its common stock in transaction exempt under Regulation S of the Securities Act. We believe our cash on hand will be sufficient to meet our working capital and capital expenditure requirements for a period of at least twelve months through March 2024.

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 types of processing facilities we would need to install to obtain commercial-ready products, 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

Our financial instruments consist of cash and cash equivalents and accrued expenses. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in our financial statements. If our estimate of the fair value is incorrect at December 31, 2022, it could negatively affect our financial position and liquidity and could result in our having understated our net loss.

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.

FairValue of Financial Instruments

We follow the guidance of Accounting Standards Codification (“ASC”) Topic 820 – Fair Value Measurement and Disclosure. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value:

Level

1. Observable inputs such as quoted prices in active markets;

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

As of December 31, 2022 and 2021, our derivative liabilities were considered a level 2 liability. We do not have any level 3 assets or liabilities.

Our financial instruments consist of cash and cash equivalents, accounts receivable, taxes receivable, prepaid expenses, deposits and other assets, accounts payable, accrued expenses and convertible notes payable. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements.

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Propertyand Equipment

Property and equipment are stated at cost, net of accumulated depreciation. Major improvements and betterments are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful life. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the statements of operations as other gain or loss, net.

The diamond and gold processing plant and other machinery are depreciated over an estimated useful life of ten years; vehicles are depreciated over an estimated life of four years; and computer and other office equipment over an estimated useful life of three years.

MineralProperties

Costs of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. Mineral property acquisition costs, including licenses and lease payments, are capitalized. Although we have taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee our rights. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. As of December 31, 2022 and 2021, we did not recognize any impairment losses related to mineral properties held.

Impairmentof Intangible Assets with Indefinite Useful Lives

We account for intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other (“ASC 350”). ASC 350 requires that intangible assets with indefinite useful lives no longer be amortized, but instead be evaluated for impairment at least annually. On an annual basis, in the fourth quarter of the fiscal year, we review our intangible assets with indefinite useful lives for impairment by first assessing qualitative factors to determine whether the existence of events or circumstances makes it more-likely-than-not that the fair value of an intangible asset is less than its carrying amount. If it is determined that it is more-likely-than-not that the fair value of an intangible asset is less than its carrying amount, the intangible asset is further tested for impairment by comparing the carrying amount to its estimated fair value using a discounted cash flow. Impairment, if any, is measured as the amount by which an indefinite-lived intangible asset’s carrying amount exceeds its fair value.

Application of impairment tests requires significant management judgment, including the determination of fair value of each indefinite-lived intangible asset. Judgment applied when performing the qualitative analysis includes consideration of macroeconomic, industry and market conditions, overall financial performance of the entity, composition, or strategy changes affecting the recoverability of asset groups. Judgments applied when performing the quantitative analysis includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these judgments, estimates and assumptions could materially affect the determination of fair value for each indefinite-lived intangible asset.

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Impairmentof Long-Lived Assets

For long-lived assets, such as property and equipment and intangible assets subject to amortization, we continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

ConvertibleInstruments

We evaluate and account for conversion options embedded in convertible instruments in accordance with ASC 470-20, “Debt with Conversion and Other Options”.

Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

We account for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) by recording, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.

VariableInterest Entities

We determine at the inception of each arrangement whether an entity in which we hold an investment or in which we have other variable interests in is considered a variable interest entity. We consolidate VIEs when we are the primary beneficiary. The primary beneficiary of a VIE is the party that meets both of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance of the VIE; and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Periodically, we assess whether any changes in the interest or relationship with the entity affect the determination of whether the entity is still a VIE and, if so, whether we are the primary beneficiary. If we are not the primary beneficiary in a VIE, we account for the investment under the equity method or cost method in accordance with the applicable GAAP.

We have concluded that Apollo Resources, Jupiter Gold and their subsidiaries are VIEs in accordance with applicable accounting standards and guidance; and although the operations of Apollo Resources and Jupiter Gold are independent of ours, because our chief executive officer, Marc Fogassa, is also the controlling shareholder of both Apollo Resources and Jupiter Gold, we may be considered to have power to direct the activities that are most significant to Apollo Resources and Jupiter Gold. Therefore, we concluded that we are the primary beneficiary of both Apollo Resources and Jupiter Gold.

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Stock-BasedCompensation

We record stock-based compensation in accordance with ASC Topic 718, Compensation - Stock Compensation. ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. Under ASC 718, volatility is based on the historical volatility of our stock or the expected volatility of the stock of similar companies. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

We utilize the Black-Scholes option-pricing model, which was developed for use in estimating the fair value of options. Option-pricing models require the input of highly complex and subjective variables including the expected life of options granted and the expected volatility of our stock price over a period equal to or greater than the expected life of the options. Because changes in the subjective assumptions can materially affect the estimated value of our employee stock options, it is management’s opinion that the Black-Scholes option-pricing model may not provide an accurate measure of the fair value of our employee stock options. Although the fair value of employee stock options is determined in accordance with ASC Topic 718 using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.

On June 20, 2018, the FASB issued ASU 2018-07 which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. Equity classified share-based payments for employees was fixed at the time of grant. Equity-classified nonemployee share-based payment awards are measured at the grant date of the award which is the same as share-based payments for employees. We adopted the requirements of the new rule as of January 1, 2019, the effective date of the new guidance.

ForeignCurrency

Our foreign subsidiaries use a local currency as the functional currency. Resulting translation gains or losses are recognized as a component of accumulated other comprehensive income. Transaction gains or losses related to balances denominated in a currency other than the functional currency are recognized in the consolidated statements of operations. Net foreign currency transaction losses included in our consolidated statements of operations were negligible for all periods presented.

RecentAccounting Pronouncements

Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles. Our significant accounting policies are described in Note 1 of the financial statements. We have reviewed all recent accounting pronouncements issued to the date of the issuance of these financial statements, and we do not believe any of these pronouncements will have a material impact on us.

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Item7A. Quantitative and Qualitative Disclosures About Market Risk.

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

Item8. Financial Statements and Supplementary Data.

Our financial statements, including the notes thereto, together with the report from our independent registered public accounting firm are presented beginning at page F-1.

Item9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None**.**

Item9A. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Principal Executive Officer and Principal Financial Officer, has evaluated the design, operation, and effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of December 31, 2022. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance that the information required to be disclosed in reports filed or submitted pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Commission, and that such information is accumulated and communicated to management, including its Principal Executive Officer and Principal Financial Officer as appropriate, to allow timely decisions regarding required disclosure. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. On the basis of that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that as of December 31, 2022, our disclosure controls and procedures were effective at a reasonable assurance level.

(b) Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control system is designed to provide reasonable assurance to management and to the Company’s Board of Directors regarding the preparation and fair presentation of published financial statements. Under the supervision and with the participation of management, including the Company’s Principal Executive Officer and Principal Financial Officer, management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on management’s evaluation under the framework in Internal Control—Integrated Framework, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2022, at a reasonable assurance level.

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This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Since the Company is a smaller reporting company,, management’s report is not subject to attestation by the Company’s registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002. As a result, this Annual Report contains only management’s report on internal controls.

(c) Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred in the fourth quarter of 2022 that materially affected, or would be reasonably likely to materially affect, the Company’s internal control over financial reporting.

(d) Limitations of the Effectiveness of Internal Controls

The effectiveness of the Company’s system of internal control over financial reporting is subject to certain limitations, including the exercise of judgment in designing, implementing and evaluating the control system, the assumptions used in identifying the likelihood of future events, and the inability to eliminate fraud and misconduct completely. As a result, there can be no assurance that the Company’s internal control over financial reporting will detect all errors or fraud. However, the Company’s control systems have been designed to provide reasonable assurance of achieving their objectives. The Company has utilized the 1992 Committee of Sponsoring Organizations of the Treadway Commission’s internal control framework.

Item9B. Other Information.

None.

Item9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

PART

III

Item10. Directors, Executive Officers and Corporate Governance.

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

Name	Age	Position
Marc<br> Fogassa	56	Chairman,<br> Chief Executive Officer, Director
Ambassador<br> Robert Noriega	63	Independent<br> Director, Member of the Audit Committee
Cassiopeia<br> Olson, Esq.	45	Independent<br> Director, Member of the Audit Committee
Stephen<br> R. Petersen, CFA	67	Independent<br> Director, Member of the Audit Committee
Gustavo<br> Pereira de Aguiar	40	Chief<br> Financial Officer, Treasurer, Principal Accounting Officer
Brian<br> W. Bernier	64	Vice-President,<br> Corporate Development and Investor Relations
Joel<br> de Paiva Monteiro, Esq.	32	Chief<br> of Environmental, Social and Corporate Governance (ESG), Vice-President, Administration and Operations, and Secretary
Volodymyr<br> Myadzel, PhD, Geol.	47	Senior<br> Vice-President, Geology
Areli<br> Nogueira da Silva Júnior, Geol.	42	Vice-President,<br> Mineral Exploration

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MarcFogassa, age 56, has been a director and our Chairman and Chief Executive Officer since 2012. He has extensive experience in venture capital and public company chief executive management. He has served on boards of directors of multiple private companies in various industries, and has been invited to speak about investment issues, particularly as related to Brazil. Mr. Fogassa double majored at the Massachusetts Institute of Technology (M.I.T.), graduating with two Bachelor of Science degrees in 1990. He later graduated from the Harvard Medical School with a Doctor of Medicine degree in 1995, and also from the Harvard Business School with a Master of Business Administration degree in 1999 with Second-Year Honors. At Harvard Business School, he was Co-President of the Venture Capital and Private Equity Club. Mr. Fogassa was born in Brazil and is fluent in Portuguese and English. Mr. Fogassa is also the Chairman and Chief Executive Officer of Jupiter Gold Corporation, and Chairman and Chief Executive Officer of Apollo Resources Corporation, two of our consolidated subsidiaries. Marc Fogassa serves as a director because of his experience in the management of public companies in mineral exploration and his understanding of Brazil, the jurisdiction where we operate.

AmbassadorRoger Noriega, age 63, has been an independent director since 2012, and member of the Audit Committee of the Board of Directors since 2021. He has extensive experience in Latin America. Amb. Noriega was appointed by President George W. Bush and confirmed by the U.S. Senate as U.S. Assistant Secretary of State and served from 2003 to 2005. In that capacity, Amb. Noriega managed a 3,000-person team of professionals in Washington and in 50 diplomatic posts to design and implement political and economic strategies in Canada, Latin America, and the Caribbean. Prior to this assignment, Amb. Noriega served as U.S. Ambassador to the Organization of American States from 2001 to 2003. Since 2009, Amb. Noriega has been the Managing Director of Vision Americas, a Latin America-focused consulting group that he founded. Amb. Noriega has a Bachelor of Arts degree from Washburn University of Topeka, Kansas. Ambassador Noriega serves as a director because of his experience in complex multi-jurisdictional agreements and his business and diplomatic experience with Brazil.

CassiopeiaOlson, Esq., age 45, has been an independent director since 2021, and member of the Audit Committee of the Board of Directors since 2021. She is an attorney with extensive experience in international contracts, securities law and venture negotiations. She has represented or engaged in transactions with leading companies in the biomedical, technology and products and services sectors. From 2013 to 2017, Ms. Olson was at Kaplowitz Firm P.C. and from 2017 to January, 2020, she was an attorney with the Crone Law Group. From February, 2020 to May 2022 Ms. Olson was an attorney with Ellenoff Grossman & Schole LP. She has been with Mitchell Silberberg & Knupp since May of 2022. She received a B.A. in Economics and Finance from Loyola University in Chicago, and a J.D. from The John Marshall School of Law. Ms. Olson serves as a director because of her experience with working with large multinational companies in complex transactions and her knowledge of U.S. securities law.

StephenR. Petersen, CFA, age 67, has been an independent director since 2021, and member of the Audit Committee of the Board of Directors since 202. Mr. Petersen over 40 years of experience in the capital markets and investment management. Since 2013, he has been a Managing Director and member of the Investment Committee at Prio Wealth, an independent investment management firm with over $3 billion in assets under management. Previously, Mr. Petersen served as Senior Vice President, Investments at Fidelity Investments for approximately 32 years. During his tenure at Fidelity, Mr. Petersen served as a Portfolio Manager and Group Leader of The Fidelity Management Trust Company and was responsible for managing several equity income and balanced mutual funds such as Fidelity Equity Income Fund (1993-2011), Fidelity Balanced Fund (1996-1997), Fidelity VIP Equity-Income Fund (1997-2011), Fidelity Puritan Fund (2000-2007), Fidelity Advisor Equity-Income Fund (2009-2011), and Fidelity Equity-Income II (2009-2011). He began his career at Fidelity as an Equity Analyst. Mr. Petersen received a B.B.A. in Finance and an M.S. in Finance from the University of Wisconsin-Madison. Mr. Petersen serves on the Board of the University of Wisconsin Foundation and Chairs its Investment Committee. He also is Co-Chair of the Executive Committee for the Catholic Schools Foundation Inner-City Scholarship Fund. Mr. Petersen is a Chartered Financial Analyst. Mr. Petersen serve as a director because of his experience with capital markets and his knowledge of finance including expertise with financial statements.

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GustavoPereira de Aguiar, age 40, has been our Chief Financial Officer, Principal Accounting Officer, and Treasurer since 2022. From 2016 until 2022, Mr. Aguiar was the Controller of Jaguar Mining, Inc., a Canadian publicly traded company with two producing gold mines in the state of Minas Gerais in Brazil. From 2013 to 2016, Mr. Aguiar was Controller at Grupo Orguel, an enterprise in the construction equipment rental sector in Brazil which received funding from Carlyle, a U.S. private equity group, and from 2010 to 2013, Mr. Aguiar worked at Mirabella Mineração, which at the time was developing its nickel project in the state of Bahia in Brazil. From 2006 to 2010, Mr. Aguiar was an auditor with Deloitte in Brazil. Mr. Aguiar has undergraduate degrees in Business Administration and in Accounting from Universidade FUMEC in Brazil. He has an executive MBA and further post-graduate education in finance from Fundação Dom Cabral in Brazil. Mr. Aguiar is fluent in Portuguese and English and is a licensed accountant in Brazil.

BrianW. Bernier, age 64, has been our Vice-President, Corporate Development and Investor Relations since 2019. From 2010 to 2017, Mr. Bernier was a relationship manager at Four Spring Capital Trust, and from 2017 to 2019, he was a registered representative at Noble Capital Markets and responsible for presenting selective investment opportunities to asset managers and high net worth individuals. Mr. Bernier graduated with a degree in Management from Boston University.

Joelde Paiva Monteiro, Esq., age 32, has been our Vice-President, Administration and Operations, since 2020, and our Chief of Environmental, Social, and Corporate Governance (“ESG”) matters since 2021. Previously he was a partner of the Brazilian law firm PRA Advogados with three offices and headquarters in Belo Horizonte, state of Minas Gerais. Mr. Monteiro has worked with all aspects of Brazilian business law and has extensive experience in a wide range of areas from strategic business planning to litigation. His prior clients included large corporations in a variety of economic sectors in diverse states in Brazil. Mr. Monteiro has a law degree from the Milton Campos Faculty in Belo Horizonte, Brazil. Subsequently he achieved a post-graduate degree in Business and Civil Law from the Pontifical Catholic University of Minas Gerais. Mr. Monteiro is also a director of Jupiter Gold Corporation and of Apollo Resources Corporation, two of our consolidated subsidiaries..

VolodymyrMyadzel, PhD, Geol., age 47, became our Senior Vice-President, Geology, in 2022 after serving as an independent consultant to the Company since 2021. Under Regulation S-K 1300, he is a Qualified Person for lithium, iron, and gold, among other minerals. Mr. Myadzel is a geologist with over 23 years’ experience acquired in mines and projects in Russia, Ukraine, Guinea, Uruguay, and Brazil in a variety of minerals including lithium, iron, and gold. His primary expertise entails geological modeling, resource estimation, and QA/QC analysis. Mr. Myadzel has extensive experience in auditing mineral projects on behalf of investors or acquiring companies. He is a principal at VMG Consultoria e Soluções Ltda, a company that has provided geological expertise to large global companies with mines and projects in Brazil. Mr. Myadzel received Bachelor and Master degrees in Geological Engineering and a PhD degree in Geology, all from Kryvyi Rih National University in Ukraine.

AreliNogueira da Silva Júnior, Geol., age 42, became our Vice-President, Mineral Exploration, in 2021, after serving as an independent consultant to the Company since 2018.. Mr. da Silva meets the requirements of a Qualified Person as such term is defined in the Regulation S-K 1300. He is the Founder and was the Chief Technical Officer of MineXplore, a consultancy firm focused on mineral rights in Brazil. Mr. da Silva has been a consultant geologist with GeoEspinhaço, a firm that undertakes geological studies in a variety of minerals across Brazil. He has also been a college faculty member teaching geology. Previously, he worked at the Brazilian Mining Department and before that as a geologist at Usiminas Mineração. Mr. da Silva has a Master of Geology degree from the Federal University of Rio de Janeiro, and an undergraduate degree in Geological Engineering from the School of Mines of the Federal University of Ouro Preto, the oldest mining college in Brazil. Mr. da Silva is also a director of Jupiter Gold Corporation, one of our consolidated subsidiaries.

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BoardComposition

Our Board of Directors is composed of four members, Ambassador Roger Noriega, Cassiopeia Olson, Esq., Stephen R. Petersen, CFA, and Marc Fogassa.

There are no family relationships among our directors and executive officers. There is no arrangement or understanding between or among our executive officers and directors pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan, or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the current Board of Directors.

Our directors and executive officers have not, during the past ten years:

●	had<br> any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer, either<br> at the time of the bankruptcy or within two years prior to that time,
●	been<br> convicted in a criminal proceeding and is not subject to a pending criminal proceeding,
●	been<br> subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction,<br> permanently, or temporarily enjoining, barring, suspending, or otherwise limiting his involvement in any type of business, securities,<br> futures, commodities, or banking activities; or
●	been<br> found by a court of competent jurisdiction (in a civil action), the Securities Exchange Commission, or the Commodity Futures Trading<br> Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended,<br> or vacated.

Overviewof Corporate Governance

We are committed to maintaining high standards of business conduct and corporate governance, which we believe are fundamental to the overall success of our business, serving our stockholders well, and maintaining our integrity in the marketplace. As discussed below, our Board of Directors has established three standing committees to assist it in fulfilling its responsibilities to us and our stockholders:

1.	The<br> Audit Committee;
2.	The<br> Compensation Committee; and
3.	The<br> Nominations Committee.

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DirectorIndependence

We currently have three independent directors on our Board of Directors. We use the definition of “independence” found in the Listing Rules of the Nasdaq Stock Market (“Nasdaq”) to make this determination.

Our Board of Directors has undertaken a review of the independence of each director and will review the independence of any new directors based on information provided by each director concerning their background, employment, and affiliations, in order to make a determination of independence. Our Board of Directors has determined that the following directors are independent:

1.	Ambassador<br> Roger Noriega
2.	Stephen<br> R. Petersen, CFA
3.	Cassiopeia<br> Olson, Esq.

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BoardDiversity

Pursuant to Nasdaq’s Board Diversity Rule 5605(f), which was approved by the SEC on August 6, 2021, we have taken steps to meet the diversity objective as set out in this rule within the applicable transition period. We identified candidates for our Board of Directors who meet the board diversity requirement and have appointed one female independent director to our Board of Directors. The following is our Board Diversity Matrix as of the date hereof:

Board<br> Diversity Matrix
Total<br> Number of Directors	4
Part<br> I: Gender Identity	Female	Male
Directors	1	3
Part<br> II: Demographic Background
Hispanic<br> or Latinx	0	2
White	1	1

Roleof our Board of Directors in Risk Oversight

One of the key functions of our Board of Directors is informed oversight of our risk management process. We have formed supporting committees, including the Audit Committee, the Compensation Committee, and the Nominations Committee, each of which supports the Board of Directors by addressing risks specific to its respective areas of oversight. In particular, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management takes to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Our Nominations Committee provides oversight with respect to corporate governance and ethical conduct and monitors the effectiveness of our corporate governance guidelines, including whether such guidelines are successful in preventing illegal or improper liability-creating conduct.

Committeesof our Board of Directors

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

AuditCommittee

Nasdaq listing rules require that our Audit Committee be composed of at least three members all of whom are “independent directors” who are “financially literate” as defined under the Nasdaq listing standards. As of the date hereof, our Audit Committee was composed of the following, all of whom have been affirmatively determined by our Board of Directors to meet the definition of “independent director” for purposes of serving on an Audit Committee under Rule 10A-3 and Nasdaq rules, all of whom qualify as financial experts:

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| --- | | 1. | Ambassador<br> Roger Noriega | | --- | --- | | 2. | Cassiopeia<br> Olson, Esq. | | 3. | Stephen<br> R. Petersen, CFA |

Our director Mr. Stephen R. Petersen, CFA, is an independent member of our Audit Committee who qualifies as an “audit committee financial expert” as defined in Item 407(e)(5) of Regulation S-K.

CompensationCommittee and Nominations Committee

Nasdaq listing rules require that our Compensation Committee and Nominations Committee be composed solely of independent directors. At this time, our Nominations Committee and Compensation Committee are both comprised solely of independent directors. As of the date hereof, the members of each of our Nominations Committee and Compensation Committee are:

	Compensation<br> Committee	Nominations<br> Committee
1.	Ambassador<br> Roger Noriega	Cassiopeia<br> Olson, Esq.
2.	Cassiopeia<br> Olson, Esq.	Stephen<br> R. Petersen, CFA

CompensationCommittee Interlocks and Insider Participation

At no time have any of the members of our Compensation Committee been one of our officers or employees. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or Compensation Committee of any other entity that has one or more executive officers on our Board of Directors or Compensation Committee.

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Codeof Business Conduct and Ethics

We adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and agents and representatives, including consultants. A copy of the code of business conduct and ethics is available on our website at www.atlas-lithium.com. We intend to disclose future amendments to such code, or any waivers of its requirements, applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions or our directors on our website identified above. The inclusion of our website address does not include or incorporate by reference the information on our website into this document.

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ControlledCompany

Marc Fogassa, our Chief Executive Officer and Chairman, currently controls approximately 54.11% of the voting power of our capital stock and will control approximately 53.76% of the combined voting power of our capital stock upon completion of this offering, and we believe we may be a “controlled company,” as such term is defined under the Nasdaq Listing Rules. We currently do not rely on the controlled company exemptions provided under the Nasdaq Listing Rules, but we may do so in the future.

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Item11. Executive Compensation.

Compensationof Named Executive Officers

SummaryCompensation Table

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The following table sets forth, for the years ended December 31, 2022 and 2021, a summary of the compensation paid to or earned by the Named Executive Officers. Note that, as a “smaller reporting company” and pursuant to the rules of the SEC, the Company is providing compensation information for 2022 and 2021 for Marc Fogassa, our Chief Executive Officer, Gustavo Aguiar, our Chief Financial Officer and Brian Bernier, Vice President of our Corporate Development, as the two most highly compensated executive officers of the Company, other than Mr. Fogassa.

Name<br> and<br> Principal<br> Position	Year		Salary<br> ()	Bonus<br> ()		Stock<br> Awards ()		Option<br> Awards () (2)	Non-Equity<br> Incentive Plan Compensation ()	Non-Qualified<br> Deferred Compensation Earnings ()	All<br> Other Compensation ()		Total<br> ()
Marc<br> Fogassa, Chairman and		2022			(1)		(1)					(9)
Chief<br> Executive <br> Officer		2021										(9)
Gustavo<br> Aguiar,		2022
Chief<br> Financial Officer (4)
Brian<br> Bernier,		2022					(7)
VP,<br> Corporate Development (8)

All values are in US Dollars.

(1)	Pursuant<br> to the terms of Mr. Fogassa’s amended and restated employment agreement, his 2021 performance bonus,<br> which was paid in cash in early 2022 as half in cash and half in stock.
(2)	The<br> amounts in this column reflect the aggregate grant date fair value of stock options granted in 2021 and 2022 to our Chief Executive<br> Officer calculated in accordance with FASB ASC Topic 718. Please see Note 6 to the consolidated financial statements for the year<br> ended December 31, 2021 and 2022 contained in this Annual Report for the assumptions used in the calculation of grant date fair value<br> pursuant to FASB ASC Topic 718.
(3)	The<br> amounts in this column reflect the aggregate grant date fair value of stock awards granted in 2022 calculated. in accordance with<br> FASB ASC Topic 718to our Chief Executive Officer. Pursuant to the terms of Mr. Fogassa’s amended and restated employment agreement,<br> he received half of his 2021 performance bonus as fully vested stock, which was granted in early 2022.
(4)	Mr.<br> Aguiar was appointed as our Chief Financial Officer on March 16, 2022.
(5)	Mr.<br> Aguiar receives specific performance bonuses tied to successful completion and timely filing of our periodic reporting obligations<br> with the SEC.
(6)	Mr.<br> Bernier receives discretionary performance bonus.
(7)	Pursuant<br> to the terms of his agreement with the Company, Mr. Bernier does not receive cash compensation. Instead, Mr. Bernier is granted monthly<br> fully vested shares equal to $2,500 in value, with the price per share calculated as the average closing price for the applicable<br> monthly period.
(8)	Mr.<br> Bernier was hired/appointed VP, Corporate Development in 2019
(9)	All<br> Other Compensation for Mr. Fogassa includes disability insurance coverage<br>for Mr. Fogassa for 2021 and 2022, and medical, dental and vision insurance coverage for Mr. Fogassa and his dependents for part of 2022.

Narrativeto Summary Compensation Table

On December 31, 2020, our Board approved an amendment and restatement of the employment agreement between the Company and Marc Fogassa, our Chief Executive Officer (the “A&R Employment Agreement”). Under the A&R Employment agreement, Mr. Fogassa will no longer be entitled to a salary payable in cash, which under the terms of the prior agreement was for an amount of $250,000 per annum. Instead, he will be granted each month ten-year non-qualified stock options to purchase up to 33,334 shares of our common stock at an exercise price equal to $0.0075 per share, such price and shares being subject to customary adjustments for any dividends, stock splits, reorganization or similar events. If and when such options are exercised, the stock to be received will be restricted by the provisions of Rule 144, which currently limits any sales of affiliates with respect to the Company to 1% of the total outstanding shares per every 90-day period. Mr. Fogassa is also entitled to incentive compensation payable half in cash and half in fully vested shares of common stock upon achieving of certain book value metrics, as set forth in the A&R Employment Agreement.

Under the A&R Employment Agreement, Mr. Fogassa is entitled to a housing benefit of up to $5,000 per month for a primary or secondary residence out of the United States, The Company shall pay all costs of reasonable medical, dental, vision, long-term disability, and short-term disability to Mr. Fogassa, and to his spouse or partner and children under the age of 21, at reasonable plans chosen by Mr. Fogassa. Unless declined by Mr. Fogassa, the Company shall pay the annual premium costs of a life insurance policy for Mr. Fogassa in the amount of $5,000,000 for payment to his designated beneficiaries. Upon termination by the Company, the Company shall immediately make a payment to Mr. Fogassa equal to 500,000. If upon the completion of a change of control, or other corporate event, Mr. Fogassa is no longer the Chief Executive Officer of the Company, or the Chief Executive Officer of the new controlling person of the Company, as the case may be, then the Company shall immediately make a payment to Mr. Fogassa equal to $2,000,000.

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On March 15, 2022, the Company and Gustavo Pereira de Aguiar, our Chief Financial Officer, entered into an agreement, effective March 16, 2022 (the “Start Date”), pursuant to with Mr. Aguiar is providing services to us (the “GPA Employment Agreement”).

Under the GPA Employment Agreement, Mr. Pereira de Aguiar received a signing bonus totaling $25,000, all payable in 2022 in two equal tranches, and is being paid base cash compensation of $9,500 per month. He is entitled to a maximum annual bonus of $45,000, with the amount received conditioned on the filing by the Company, on an annual basis, of one Form 10-K and three Forms 10-Q with the SEC. Further, on the Start Date, Mr. Pereira de Aguiar was granted 85,019 common shares (the “GPA Grant”), for the purchase price of $1.00 discounted from the first base compensation, which will vest over four years in four tranches.

The agreement is terminable at any time by mutual agreement of the parties and at any time for any reason or no reason by one party, with prior written notice of thirty days to the other party, provided that if Mr. Pereira de Aguiar’s employment is terminated for any reason by the Company other than gross negligence or willful malfeasance, the GPA Grant shall be deemed to be fully vested immediately upon such termination. If such termination occurs before the first-year anniversary of the Start Date, the Company shall be required to make a $60,000 payment to Mr. Pereira de Aguiar within thirty days of said termination, and if such termination occurs after the first anniversary, but before the second anniversary of the Start Date, then the Company shall be required to make a $30,000 payment to Mr. Pereira de Aguiar within thirty days of said termination. If the Company terminates the GPA Employment Agreement for gross negligence or willful malfeasance, then the portion of the GPA Grant which is not yet vested shall be deemed to be forfeited.

Outstanding Equity Awardsat Fiscal Year-End

The following table provides information regarding equity awards held by the named executive officers that were outstanding as of December 31, 2022:

	Option awards									Stock awards
Name	Number<br> of securities underlying unexercised options (#) exercisable			Number<br> of securities underlying unexercised options (#) unexercisable	Equity<br> incentive plan awards: Number of securities underlying unexercised unearned options (#)	Option<br> exercise price ()		Option<br> expiration date		Number<br> of shares or units of stock that have not vested (#)	Market<br> value of shares of units of stock that have not vested ($)	Equity<br> incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)	Equity<br> incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
Marc Fogassa		151,141	(1)						02/19/2024;
Marc Fogassa		2,500	(2)				(2)		12/31/2030
Marc Fogassa		2,500	(2)				(2)		01/31/2031
Marc Fogassa		2,500	(2)				(2)		02/28/2031
Marc Fogassa		2,500	(2)				(2)		03/31/2031
Marc Fogassa		2,500	(2)				(2)		04/30/2031
Marc Fogassa		2,500	(2)				(2)		05/31/2031
Marc Fogassa		2,500	(2)				(2)		06/30/2031
Marc Fogassa		2,500	(2)				(2)		07/31/2031
Marc Fogassa		2,500	(2)				(2)		08/31/2031
Marc Fogassa		2,500	(2)				(2)		09/30/2031
Marc Fogassa		2,500	(2)				(2)		10/31/2031
Marc Fogassa		2,500	(2)				(2)		11/30/2031
Marc Fogassa		2,500	(2)				(2)		12/31/2031
Marc Fogassa		2,500	(2)				(2)		01/31/2032
Marc Fogassa		2,500	(2)				(2)		02/28/2032
Marc Fogassa		2,500	(2)				(2)		03/31/2032
Marc Fogassa		2,500	(2)				(2)		04/30/2032
Marc Fogassa		2,500	(2)				(2)		05/31/2032
Marc Fogassa		2,500	(2)				(2)		06/30/2032
Marc Fogassa		2,500	(2)				(2)		07/31/2032
Marc Fogassa		2,500	(2)				(2)		08/31/2032
Marc Fogassa		2,500	(2)				(2)		09/30/2032
Marc Fogassa		2,500	(2)				(2)		10/31/2032
Marc Fogassa		2,500	(2)				(2)		11/30/2032
Gustavo<br> Aguiar		85,019	(3)

All values are in US Dollars.

(1)	Fully-vested option to<br> purchase up to 151,141 shares of our common stock at $0.0075 per share.
(2)	In accordance with the<br> terms of the A&R Employment Agreement, Mr. Fogassa agreed to receive awards of stock options on a monthly basis in lieu of base<br> salary.  All options vested 100% on the grant date and have a ten-year term expiring on the tenth anniversary of the corresponding<br> grant date.  Fully-vested options to purchase up to 2,500 shares of our Series D Convertible Preferred Shares for $0.10<br> per share of our Series D Convertible Preferred Stock.
(3)	On March 16, 2022, Mr.<br> Aguiar was granted restricted shares of Company common stock which will vest over four years in four equal tranches.

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DirectorCompensation

The following table sets forth a summary of compensation for the fiscal year ended December 31, 2022, that we paid to each director other than its Chief Executive Officer, whose compensation is fully reflected in the the Summary Compensation Table set forth above. We do not sponsor a pension benefits plan, a non-qualified deferred compensation plan, or a non-equity incentive plan for directors; therefore, these columns have been omitted from the following table. No other or additional compensation for services were paid to any of the directors.

Name	Fees<br> Earned or <br> Paid in Cash<br> ($)	Stock<br> Compensation ()		Option<br> Compensation () (1)			Total<br> ()
Ambassador<br> Roger Noriega					(2)
Cassiopeia<br> Olson, Esq.			(3)			$
Stephen<br> R. Petersen, CFA			(3)			$

All values are in US Dollars.

(1)

The<br> amounts in this column reflect the aggregate grant date fair value of stock options granted in 2022 to each director calculated in<br> accordance with FASB ASC Topic 718. Please see Note 6 to the consolidated financial statements for the year ended December 31, 2021<br> contained in this Annual Report for the assumptions used in the calculation of grant date fair value pursuant to FASB ASC Topic 718.

(2) On December 31, 2020, our Board of Directors approved an amendment and restatement of the compensation agreement between the Company and Ambassador Roger Noriega, its independent director. The material change in the agreement is as follows. Under the prior agreement, Ambassador had the right to receive an annual compensation of $50,000 payable quarterly through the issuance of such number of five-year options on our common stock as needed to make their Black-Scholes aggregate valuation equal to $12,500; such options had a strike price equal to the average market price of the common stock during such quarter. Under the amended and restated agreement, Ambassador Noriega will receive, on a quarterly basis, ten-year non-qualified stock options to purchase up to 20,000 shares of our common stock at an exercise price equal to $0.0075 per share, such price and shares being subject to customary adjustments for any dividends, etc. If and when such options are exercised, the stock to be received will be restricted by the provisions of Rule 144, which currently limits any sales of affiliates with respect to the Company to 1% of the total outstanding shares per every 90-day period.

On September 17, 2021, we filed a Current Report on Form 8-K indicating that on September 15, 2021, our Board approved resolutions that allow directors the choice to direct the option compensation described in the Board resolutions dated December 31, 2020 (the “2020 Resolutions,” reported in the Form 8-K filed with the SEC on January 7, 2021) to either options to purchase our common stock as originally described in the 2020 Resolutions or to an equivalent number of options to purchase our Series D Convertible Preferred Stock.

(3) Mr. Olson and Mr. Petersen had the right to receive $6,000 in cash each for services as director during the year 2022. Both were given a choice and opted to receive shares of our common stock at then public market price instead of cash.

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EquityCompensation Plan

In 2017, our Board of Directors approved our 2017 Stock Incentive Plan under which we can offer eligible employees, consultants, and non-employee directors cash and stock-based compensation and/or incentives to compensate, attract, retain, or reward such individuals. On July 18, 2022, our Board of Directors and the holder of a majority of the voting power of our issued and outstanding capital stock approved an increase in the number of common shares allocated to the 2017 Stock Incentive Plan from 33,334 to 333,334. We have no other equity compensation plan. The table below sets forth certain information as of December 31, 2022 with respect to the 2017 Stock Incentive Plan.

Plan<br> Category	Number<br> of<br><br> securities<br><br> to<br><br> be issued<br><br> upon<br><br> exercise<br><br> of<br><br> outstanding<br><br> options,<br><br> warrants,<br><br> and rights<br><br> (a)		Weighted-<br><br> average<br><br> exercise<br><br> price of<br><br> outstanding<br><br> options,<br><br> warrants<br><br> and rights<br><br> (b)		Number<br> of<br><br> securities<br><br> remaining<br><br> available for<br><br> future<br><br> issuance<br><br> under equity<br><br> compensation<br><br> plans<br><br> (excluding<br><br> securities<br><br> reflected in<br><br> column “(a)”)<br><br> (c)
Equity<br> compensation plans approved by security holders		333,334		n/a		333,334
Equity<br> compensation plans not approved by security holders (2017 Stock Incentive Plan)		-		-		-
Total		333,334	$	n/a		333,334

Delinquent Section 16(a) Reports

---

Under Section 16 of the Exchange Act, our directors, executive officers and any persons holding more than 10% of our common stock are required to report initial ownership of our common stock and any subsequent changes in ownership to the SEC. Specific due dates have been established by the SEC, and the Company is required to disclose in this Annual Report any failure to file required ownership reports by these dates. Based solely upon a review of forms filed with the SEC and the written representations of such persons, the Company is aware of no late Section 16(a) filings except as follows: (i) for Brian W. Bernier, a late Form 4 filing related to a sale of common stock subject to a Rule 10b5-1 Sales Plan; (ii) for Marc Fogassa, a late Form 4 filing related to monthly grants of Series D Convertible Preferred Stock Options; (iii) for Joel de Paiva Monteiro, a late Form 4 filing related to monthly grants of common stock held by Joel Monteiro Sociedade Individual de Advocacia; (iv) for Roger Noriega, a late Form 4 filing related to quarterly grants of Series D Convertible Preferred Stock Options; (v) for Areli Nogueira da Silva Junior, a late Form 4 filing related to monthly grants of common stock and grants of common stock as additional compensation for services rendered to the Company held by Geoespinhaco Consultoria Geologica Ltda; (vi) for Gustavo Pereira de Aguiar, a late Form 4 filing related to a grant of common stock related to his employment as CFO, Treasurer and PAO; (vii) for Volodymyr Myadzel, a late Form 4 related to monthly grants of common stock; (viii) for Roger Noriega, a late Form 4 related to grants of common stock in connection with the cashless exercise of stock options, quarterly awards of common stock options for services as a director, and exercises of common stock options; (ix) for Marc Fogassa, a late Form 4 filing related to monthly grants of Series D Convertible Preferred Stock Options, grants of common stock for services rendered to the Company, cash exercise of stock options, cashless exercises of stock options, a grant of common stock related to an open market acquisition, dispositions of common stock pursuant to a 10b5-1 Sales Plan, grants of common stock in satisfaction of contractual obligations, a grant of one share of Series A Convertible Preferred Stock in connection with a series of transactions effected in December 2012, grants of common stock options in connection with the conversion of the 0% Convertible Promissory Note issued in September 2017, an exercise of common stock options, cancellation of the 0% Convertible Promissory Notes and conversion of certain Convertible Promissory Notes into options to purchase common stock or the monetary equivalent of Series D Convertible Preferred Stock, and conversion of Series D Convertible Preferred Stock issued in connection with the satisfaction and cancellation of the 6% Convertible Notes issued in September 2017 into common stock; (x) for Brian W. Bernier, a late Form 3 filing, amending the original Form 3 filed upon his appointment as Vice President, to disclose previously unreported monthly grants of common stock and correct the total amount of securities beneficially owned following the reported transactions; (xi) for each of Joel de Paiva Monteiro, Volodymyr Myadzel, Gustavo Pereira de Aguiar and Areli Nogueira da Silva Junior, a late Form 3 filing upon their appointment as VP, Admin & Ops, ESG, VP, Geology, CFO/PAO and VP, Mineral Exploration, respectively; (xii) for Cassiopeia Olson, a late Form 4 filing related to a grant of common stock options as compensation for services as a director, (xiii) for Stephen R. Petersen, a late Form 4 related to a purchase of common stock pursuant to a Securities Purchase Agreement, a grant of a common stock purchase warrant as inducement for purchase of common shares of a subsidiary of the Company, and a grant of common stock options as compensation for services as a director; (xiv) for Brian W. Bernier, a late Form 4, amending the original Form 4 filed in November 2021, to disclose the correct amounts of securities beneficially owned after reported transactions and to disclose previously unreported transactions related to monthly grants of common stock and sales of common stock pursuant to a 10b5-1 Sales Plan; (xv) for Brian W. Bernier, a late Form 4, amending the original Form 4 filed in November 2021, to correct the amount of securities beneficially owned after a sale of common stock pursuant to a 10b5-1 Sales Plan; (xvi) for Brian W. Bernier, a late Form 4 filing related to monthly grants of common stock; (xvii) for Areli Nogueira da Silva Junior, a late Form 4 filing related to monthly grants of common stock held by Geoespinhaco Consultoria Geologica Ltda; (xviii) for Volodymyr Myadzel, a late Form 4 filing related to a monthly grant of common stock; (xix) for Joel de Paiva Monteiro, a late Form 4 filing related to a monthly grant of common stock held by Joel Monteiro Sociedade Individual de Advocacia; (xx) for Brian W. Bernier, a late Form 4 filing related to a monthly grant of common stock; and (xxi) for Areli Nogueira da Silva Junior, a late Form 4 filing related to a monthly grant of common stock held by Geoespinhaco Consultoria Geologica Ltda.

Item12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table prepared in accordance with Section 13 of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder, sets forth certain information regarding our common stock and securities convertible into our common stock within 60 days of the date of this Annual Report, by: (i) each person who is known by us to own beneficially more than 5% of its outstanding Common Stock; (ii) each named executive officer and director; and (iii) all officers and directors as a group. As the date of this Annual Report, there were 6,738,062 outstanding shares of our common stock.

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| --- | | Name<br> and Address of Beneficial | Common<br> Stock (2) | | | | | Series<br> A Preferred Stock (3) | | | | | Series<br> D Preferred Stock (4) | | | | | Combined<br> Voting Power | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Owner (1) | Number | | % | | | Number | | % | | | Number | | % | | | Number(5) | | %(6) | | | | Directors and Named Executive Officers: | | | | | | | | | | | | | | | | | | | | | | Marc Fogassa(7) | | 475,325 | | 6.9 | % | | 1 | | 100 | % | | 281,506 | | 100.0 | % | | 4,228,739 | | 63.7 | % | | Ambassador<br> Roger Noriega(8) | | 147,202 | | 2.2 | % | | - | | - | | | 13,500 | | 5.9 | % | | 327,202 | | 2.3 | % | | Cassiopeia<br> Olson, Esq.(9) | | 11,417 | | * | | | - | | - | | | - | | * | | | 11,417 | | * | | | Stephen<br> R. Petersen, CFA(10) | | 27,862 | | * | | | - | | - | | | - | | * | | | 27,862 | | * | | | Gustavo<br> Pereira de Aguiar(11) | | 21,255 | | * | | | - | | - | | | - | | * | | | 21,255 | | * | | | Brian<br> W. Bernier(12) | | 44,652 | | * | | | - | | - | | | - | | * | | | 44,652 | | * | | | All<br> executive officers and directors (9 persons)(13) | | 759,733 | | 10.9 | % | | 1 | | 100 | % | | 295,006 | | 100.00 | % | | 4,693,147 | | 65.4 | % | | Over<br> 5% Stockholders: | | | | | | | | | | | | | | | | | | | | | | Marc Fogassa(7) | | 475,325 | | 6.9 | % | | 1 | | 100 | % | | 281,506 | | 100.0 | % | | 4,228,739 | | 63.7 | % | | (1) | The mailing address of each of the officers and directors as set forth above is c/o Atlas Lithium Corporation, 433 North Camden Drive, Suite 810, Beverly Hills, CA 90212. | | --- | --- | | (2) | Each share of common stock is entitled to one vote. | | (3) | The Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (“Series A Preferred”) provides that for so long as Series A Preferred is issued and outstanding, the holders of Series A Preferred shall vote together as a single class with the holders of common stock, with the holders of Series A Preferred being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Series A Preferred then outstanding, and the holders of common stock are entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power. The one share of Series A Preferred is convertible into one share of common stock and may be converted at any time at the election of the holder. | | (4) | The Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock (“Series D Preferred”) provides that for so long as Series D Preferred is issued and outstanding, the holders of Series D Preferred shall have no voting power in matters unrelated to the Series D Preferred until such time as the Series D Preferred is converted into shares of common stock. Each share of Series D Preferred is convertible into 13 and 1/3 shares of common stock and may be converted at any time at the election of the holder. | | (5) | Represents shares and rights on an as-converted to common stock basis. | | (6) | Represents percentage of voting power of our common stock, Series A Preferred, and Series D Preferred (on an as converted basis) voting together as a single class. As of the date of this Annual Report, 6,738,062 shares of our common stock were issued and outstanding, one share of our Series A Preferred was issued and outstanding, and 214,006 shares of our Series D Preferred were issued and outstanding. All outstanding shares of Series A Preferred and Series D Preferred are held by Marc Fogassa. | | (7) | Consists of 324,184 shares of our common stock owned by Marc Fogassa and his affiliates, 151,141 shares underlying vested options to purchase common stock, 1 share of Series A Preferred, 214,006 shares of Series D Preferred, and 67,500 shares underlying vested options to purchase Series D Preferred. | | (8) | Consists of 147,202 shares of common stock and 13,500 shares underlying vested options to purchase Series D Preferred. | | (9) | Consists of 750 shares of common stock and 10,667 shares underlying vested options to purchase common stock. | | (10) | Consists of 11,862 shares of common stock and 16,000 shares underlying vested options to purchase common stock. | | (11) | Consists of shares underlying vested options to purchase common stock. | | (12) | Consists of 43,577 shares of common stock and 1,075 shares underlying vested options to purchase common stock. | | (13) | Consists of 556,797 shares of common stock, 202,936 shares underlying vested options to purchase common stock, 1 share of Series A Preferred, 214,006 shares of Series D Preferred, and 81,000 shares underlying vested options to purchase Series D Preferred. |

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Item13. Certain Relationships and Related Transactions, and Director Independence.

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On September 15, 2021, the Company issued 214,006 shares of Series D Stock to Marc Fogassa for the conversion of $566,743 in convertible note principal and $75,276 of interest expense.

As further described in the notes to the financial statements included herein, the company holds a 45.11% equity interest in Apollo Resources and its subsidiary Mineração Apollo, Ltda.; and its 28.72% equity interest in Jupiter Gold, which includes the accounts of Jupiter Gold’s wholly-owned subsidiary, Mineração Jupiter Ltda.

During the year ended December 31, 2022, Apollo Resources granted options to purchase an aggregate of 225,000 shares of its common stock to Marc Fogassa at a price of $0.01 per share. The options were valued at $331,858 and recorded to stock-based compensation. The options were valued using the Black-Scholes option pricing model with the following average assumptions: the Company’s stock price on the date of the grant ($4.00 to $5.00), expected dividend yield of 0%, historical volatility calculated between 49.2% and 58.01%, risk-free interest rate between a range of 1.51% to 3.5%, and an expected term of 10 years. As of December 31, 2022, an aggregate 225,000 Apollo Resources common stock options were outstanding with a weighted average life of 9.33 years at an average exercise price of $0.01 and an aggregated intrinsic value of $1,125,000. Mr. Fogassa’s employment agreement with Apollo Resources stipulates an annual compensation of $275,000 for his services as the chief executive officer, and such amount may be paid in stock of Apollo Resources or in cash or as combination of stock and cash at the choice of Mr. Fogassa.

During the year ended December 31, 2022, Jupiter Gold granted options to purchase an aggregate of 525,000 shares of its common stock to Marc Fogassa at prices ranging between $0.01 to $1.00 per share. The options were valued at $103,707 and recorded to stock-based compensation. The options were valued using the Black-Scholes option pricing model with the following average assumptions: the Company’s stock price on the date of the grant ($0.58 to $1.25), expected dividend yield of 0%, historical volatility calculated between 97.3% and 225.8%, risk-free interest rate between a range of 1.51% to 3.5%, and an expected term between 5 and 10 years. As of December 31, 2022, an aggregate 1,905,000 Jupiter Gold common stock options were outstanding with a weighted average life of 4.74 years at an average exercise price of $0.57 and an aggregated intrinsic value of $1,077,050. Mr. Fogassa’s employment agreement with Jupiter Gold stipulates an annual compensation of $275,000 for his services as the chief executive officer, and such amount may be paid in stock of Jupiter Gold or in cash or as combination of stock and cash at the choice of Mr. Fogassa.

In addition, in 2021 and 2022, Jupiter Gold paid $27,477 and $7,354, respectively, for the medical, dental and vision insurance coverage for Mr. Fogassa and his dependents.

DirectorIndependence

Our Board of Directors has determined that Ambassador Roger Noriega, Cassiopeia Olson, Esq, and Stephen Petersen, CFA, are “independent” as such term is defined with respect to directors by the Nasdaq Stock Market Rules. Please refer to our disclosures in “Overview of Corporate Governance” and “Committees of our Board of Directors” for a more detailed discussion on these topics.

Item14. Principal Accounting Fees and Services.

The following table presents fees for professional audit services and other services rendered to us by BF Borgers CPA PC (“Borgers”) for our fiscal years ended December 31, 2022 and 2021.

Fee<br> Type	2022		2021
Audit<br> Fees^(1)^	$	44,820	$	44,820
Audit-Related<br> Fees^(2)^		—		—
Tax<br> Fees^(3)^		—		—
All<br> Other Fees^(4)^		—		—
Total	$	44,820	$	44,820

(1) “Audit Fees” consist of fees billed for professional services rendered in connection with the audit of our annual financial statements, review of our quarterly financial statements, and services that are normally provided by Borgers in connection with statutory and regulatory filings or engagements.

(2)”Audit-Related Fees” consist of fees billed for professional services for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.”

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

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

Audit-RelatedFees

During 2021 or 2022, there were no fees paid to Borgers in connection with our compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

No other fees were billed by Borgers for the last two years that were reasonably related to the performance of the audit or review of our financial statements and not reported under “Audit Fees” above.

TaxFees

There were no fees billed by Borgers during the last two fiscal years for professional services rendered for tax compliance, tax advice, or tax planning. Accordingly, none of such services were approved pursuant to pre-approval procedures or permitted waivers thereof.

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AllOther Fees

There were no other non-audit-related fees billed to us by Borgers in 2021 or 2022.

Pre-ApprovalPolicies and Procedures

Engagement of accounting services by us is not made pursuant to any pre-approval policies and procedures. Rather, we believe that our accounting firm is independent because all of its engagements by us are approved by the Audit Committee of our Board of Directors prior to any such engagement.

Our Audit Committee will meet periodically to review and approve the scope of the services to be provided to us by its independent registered public accounting firm, as well as to review and discuss any issues that may arise during an engagement. The Audit Committee is responsible for the prior approval of every engagement of our independent registered public accounting firm to perform audit and permissible non-audit services for us, such as quarterly financial reviews, tax matters, and consultation on new accounting and disclosure standards.

Before the auditors are engaged to provide those services, our Chief Financial Officer will make a recommendation to the Audit Committee regarding each of the services to be performed, including the fees to be charged for such services. At the request of the Audit Committee, the independent registered public accounting firm and/or management shall periodically report to the Audit Committee regarding the extent of services being provided by the independent registered public accounting firm, and the fees for the services performed to date.

All services performed by and fees paid to Borgers for our fiscal years ended December 31, 2022 and 2021 were pre-approved by our audit committee.

PART

IV

Item15. Exhibits, Financial Statement Schedules

(a)	Documents<br> filed as part of this report.
	(i)	Financial<br> Statements - see Item 8. Financial Statements and Supplementary Data
	(ii)	Financial<br> Statement Schedules – None
		(Financial<br> statement schedules have been omitted either because they are not applicable, not required, or the information required to be set<br> forth therein is included in the financial statements or notes thereto.)
	(iii)	Report<br> of Independent Registered Public Accounting Firm.
	(iv)	Notes<br> to Financial Statements.
(b)	Exhibits
	The<br> exhibits listed on the accompanying Exhibit Index are filed as part of this Annual Report.

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ATLAS

LITHIUM CORPORATION.

TABLE

OF CONTENTS

DECEMBER

31, 2022

Report of Independent Registered Public Accounting Firm (PCAOB ID: 5041)	F-2
Consolidated Balance Sheets as of December 31, 2022 and 2021	F-3
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2022 and 2021	F-4
Consolidated Statement of Stockholders’ Equity (Deficit)	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021	F-6
Notes to the Consolidated Financial Statements	F-7

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Report

of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Atlas Lithium Corporation.

Opinionon the Financial Statements

---

We have audited the accompanying consolidated balance sheets of Atlas Lithium Corporation as of December 31, 2022 and 2021, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Basisfor Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

CriticalAudit Matter

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/S/BF Borgers CPA PC (PCAOB ID 5041)

We have served as the Company’s auditor since 2015

Lakewood, CO

March 30, 2023

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ATLAS

LITHIUM CORPORATION

CONSOLIDATED

BALANCE SHEETS

As

of December 31, 2022 and December 31, 2021

			December<br> 31,
			2021
ASSETS
Current<br> assets:
Cash<br> and cash equivalents	280,525		$	22,776
Accounts<br> receivable	91			1,401
Taxes<br> recoverable	17,705			16,507
Deposits<br> and advances	47,093			17,246
Total<br> current assets	345,414			57,930
Property<br> and equipment, net	217,550			53,827
Intangible<br> assets, net	4,971,267			1,302,440
Equity<br> investments	150,000			150,000
Total<br> assets	5,684,231		$	1,564,197
LIABILITIES<br> AND STOCKHOLDERS’ DEFICIT
Current<br> liabilities:
Accounts<br> payable and accrued expenses	2,776,474		$	988,238
Related<br> party notes and other payables	21,493			10,167
Total<br> current liabilities	2,797,967			998,405
Other<br> noncurrent liabilities	78,964			108,926
Total<br> liabilities	2,876,931			1,107,331
Stockholders’<br> deficit:
Series<br> A preferred stock, 0.001 par value. 10,000,000 shares authorized; 1 share issued and outstanding as of December 31, 2022 and December<br> 31, 2021, respectively	1			1
Series<br> D preferred stock, 0.001 par value. 1,000,000 shares authorized; 214,006 issued and outstanding as of December 31, 2022 and December<br> 31, 2021, respectively	214			214
Preferred stock value
Common<br> stock, 0.001<br> par value. 4,000,000,000<br> and 3,250,000,000 authorized; 5,110,014<br> and 4,145,575 shares issued and outstanding as of December 31, 2022 and December 31, 2021,<br> respectively	5,111			4,144
Additional<br> paid-in capital	62,258,116			54,571,411
Accumulated<br> other comprehensive loss	(981,040	)		(712,810	)
Accumulated<br> deficit	(59,585,949	)		(54,957,429	)
Total<br> Atlas Lithium stockholders’ equity (deficit)	1,696,453			(1,094,469	)
Non-controlling<br> interest	1,110,847			1,551,335
Total<br> stockholders’ equity	2,807,300			456,866
Total<br> liabilities and stockholders’ equity	5,684,231		$	1,564,197

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

For

the years ended December 31, 2022 and 2021

	2022			2021
	Years<br> ended December 31
	2022			2021
Revenue		6,765			10,232
Cost<br> of revenue		63,548			245,810
Gross<br> loss		(56,783	)		(235,578	)
Operating<br> expenses
Professional<br> fees		235,761			259,547
General<br> and administrative		1,564,466			1,114,061
Compensation<br> and related costs		921,970			436,560
Stock<br> based compensation		2,269,566			1,470,346
Other<br> operating expenses		455,221			-
Total<br> operating expenses		5,446,984			3,280,514
Loss<br> from operations		(5,503,767	)		(3,516,092	)
Other<br> expense (income)
Interest<br> on promissory notes		-			240,760
Amortization<br> of debt discounts and other fees		-			12,839
Extinguishment<br> of debt		-			255,991
Other<br> expense (income)		155,812			(217	)
Total<br> other expense		155,812			509,373
Loss<br> before provision for income taxes		(5,659,579	)		(4,025,465	)
Provision<br> for income taxes		-			-
Net<br> loss		(5,659,579	)		(4,025,465	)
Loss<br> attributable to non-controlling interest		(1,031,059	)		(1,253,107	)
Net<br> loss attributable to Atlas Lithium stockholders	$	(4,628,520	)	$	(2,772,358	)
Basic<br> and diluted loss per share
Net<br> loss per share attributable to Atlas Lithium common stockholders	$	(1.00	)	$	(0,75	)
Weighted-average<br> number of common shares outstanding:
Basic<br> and diluted		4,610,681			3,689,664
Comprehensive<br> loss:
Net<br> loss	$	(5,659,579	)	$	(4,025,465	)
Foreign<br> currency translation adjustment		(277,659	)		56,815
Comprehensive<br> loss		(5,937,238	)		(3,968,650	)
Comprehensive<br> loss attributable to noncontrolling interests		(1,040,488	)		(1,258,595	)
Comprehensive<br> loss attributable to Atlas Lithium stockholders	$	(4,896,750	)	$	(2,710,055	)

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

For

the years ended December 31, 2022 and 2021

	Shares		Value		Shares		Value		Shares		Value		Capital			Loss			Deficit			Interests			(Deficit)
	Series<br> A Preferred Stock				Series<br> D Preferred Stock				Common<br> Stock				Additional<br><br> Paid-in			Accumulated<br><br> Other<br> Comprehensive			Accumulated			Non<br><br> controlling			Total<br><br> Stockholders’<br> Equity
	Shares		Value		Shares		Value		Shares		Value		Capital			Loss			Deficit			Interests			(Deficit)
Balance,<br> December 31, 2020		1	$	1		-	$	-		2,663,907	$	2,664	$	49,484,382		$	(775,113	)	$	(52,185,071	)	$	1,976,885		$	(1,496,252	)
Conversion<br> of related party convertible notes and other indebtedness into Series D preferred stock		-		-		214,006		214		-		-		641,804			-			-			-			642,018
Issuance<br> of common stock in connection with sales made under private offerings		-		-		-		-		232,026		232		940,777			-			-			-			941,009
Issuance<br> of common stock in connection with the exercise of common stock options		-		-		-		-		529,224		529		149,471			-			-			70,700			220,700
Issuance<br> of common stock in exchange for consulting, professional and other services		-		-		-		-		22,134		22		165,513			-			-			31,845			197,380
Issuance<br> of common stock warrants in connection with the issuance of convertible debenture(s)		-		-		-		-		-		-		356,827			-			-			-			356,827
Conversion<br> of convertible debenture(s) and other indebtedness into common stock		-		-		-		-		698,281		699		1,362,289			-			-			-			1,362,988
Stock<br> based compensation		-		-		-		-		-		-		1,470,346			-			-			-			1,470,346
Change<br> in foreign currency translation		-		-		-		-		-		-		-			62,303			-			(5,488	)		56,815
Sale<br> of Jupiter Gold common stock in connection with equity offerings		-		-		-		-		-		-		-			-			-			118,000			118,000
Sale<br> of Apollo Resources common stock in connection with equity offerings		-		-		-		-		-		-		-			-			-			612,500			612,500
Change<br> in noncontrolling interest(s)		-		-		-		-		-		-		-			-			-			-			-
Net<br> loss		-		-		-		-		-		-		-			-			(2,772,358	)		(1,253,107	)		(4,025,465	)
Balance,<br> December 31, 2021		1	$	1		214,006	$	214		4,145,572	$	4,146	$	54,571,409		$	(712,810	)	$	(54,957,429	)	$	1,551,335		$	456,866
Balance		1	$	1		214,006	$	214		4,145,572	$	4,146	$	54,571,409		$	(712,810	)	$	(54,957,429	)	$	1,551,335		$	456,866
Issuance<br> of common stock in connection with sales made under private offerings		-		-		-		-		696808		697		3,901,659			-			-			-			3,902,356
Issuance<br> of common stock in connection with purchase of mining rights		-		-		-		-		116,959		117		999,883			-			-			-			1,000,000
Exercise of warrants		-		-		-		-		135,631		136		(136	)
Stock<br> based compensation		-		-		-		-		15,044		15		2,269,551			-			-			-			2,269,566
Change<br> in foreign currency translation		-		-		-		-		-		-		-			(268,230	)		-			(9,429	)		(277,659	)
Sale<br> of Jupiter Gold common stock in connection with equity offerings		-		-		-		-		-		-		414,875			-			-			75,000			489,875
Sale<br> of Apollo Resources common stock in connection with equity offerings		-		-		-		-		-		-		100,875			-			-			525,000			625,875
Net<br> loss		-		-		-		-		-		-		-			-			(4,628,520	)		(1,031,059	)		(5,659,579	)
Balance,<br> December 31, 2022		1	$	1		214,006	$	214		5,110,014	$	5,111	$	62,258,116		$	(981,040	)	$	(59,585,949	)	$	1,110,847		$	2,807,300
Balance		1	$	1		214,006	$	214		5,110,014	$	5,111	$	62,258,116		$	(981,040	)	$	(59,585,949	)	$	1,110,847		$	2,807,300

The

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

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ATLAS

LITHIUM CORPORATION

CONSOLIDATED

STATEMENTS OF CASH FLOWS

For

the years ended December 31, 2022 and 2021

	2022			2021
	Years<br> ended December 31
	2022			2021
Cash<br> flows from operating activities of continuing operations:
Net<br> loss	$	(5,659,579	)		(4,025,465	)
Adjustments<br> to reconcile net loss to cash used in operating activities:
Stock<br> based compensation and services		2,269,566			1,653,738
Amortization<br> of debt discounts		-			44,019
Common<br> stock issued in satisfaction of other financing costs		-			91,996
Convertible<br> debt issued in satisfaction of other financing costs		-			35,551
Preferred<br> stock issued in satisfaction of interest and other financing costs		-			75,276
Loss<br> on extinguishment of debt		-			255,992
Depreciation<br> and amortization		13,806			37,328
Intangible assets purchases payables		2,367,600			-
General<br> provisions		155,812			11,246
Changes<br> in operating assets and liabilities:
Accounts<br> receivable		1,310			17,917
Taxes<br> recoverable		(1,198	)		-
Deposits<br> and advances		(29,847	)		(15,873	)
Accounts<br> payable and accrued expenses		(568,038	)		720,717
Other<br> noncurrent liabilities		(29,962	)		(4,122	)
Net<br> cash used in operating activities		(1,480,530	)		(1,101,680	)
Cash<br> flows from investing activities:
Acquisition<br> of capital assets		(177,529	)		(6,856	)
Increase<br> in intangible assets		(2,668,827	)		(954,506	)
Net<br> cash used in investing activities		(2,846,356	)		(961,362	)
Cash<br> flows from financing activities:
Loan<br> from officer		-			24,488
Net<br> proceeds from sale of common stock		3,902,356			1,074,558
Proceeds<br> from sale of subsidiary common stock to noncontrolling interests		600,000			801,200
Proceeds<br> from convertible notes payable		-			125,000
Repayment<br> of loans payable		-			(235,308	)
Net<br> cash provided by financing activities		4,502,356			1,789,938
Effect<br> of exchange rates on cash and cash equivalents		82,279			42,282
Net<br> increase (decrease) in cash and cash equivalents		257,749			(230,822	)
Cash<br> and cash equivalents at beginning of period		22,776			253,598
Cash<br> and cash equivalents at end of period	$	280,525		$	22,776
Supplemental<br> disclosure of non-cash investing and financing activities:
Related<br> party convertible note payable exchanged for stock	$	-		$	566,743
Shares<br> issued in connection with conversion of debt and accrued interest	$	-		$	1,362,245
Common<br> stock warrants issued in connection with convertible promissory notes	$	-		$	40,019

The

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

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ATLAS

LITHIUM CORPORATION

NOTES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE

1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organizationand Description of Business

Atlas Lithium Corporation (“Atlas Lithium” or the “Company”) was incorporated as Flux Technologies, Corp. under the laws of the State of Nevada, U.S. on December 15, 2011. The Company changed its management and business on December 18, 2012, to focus on mineral exploration.

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 years ended December 31, 2022 and 2021, the consolidated financial statements include the accounts of the Company; its 99.99% owned subsidiary, BMIX Participações Ltda. (“BMIXP”), which includes the accounts of BMIXP’s wholly-owned subsidiary, Mineração Duas Barras Ltda. (“MDB”), and BMIXP’s 50% owned subsidiary, RST Recursos Minerais Ltda. (“RST”); its 99.99% owned subsidiary, Hercules Resources Corporation (“HRC”), which includes the accounts of HRC’s wholly-owned subsidiary, Hercules Brasil Comercio e Transportes Ltda. (“Hercules Brasil”); its 45.11% equity interest in Apollo Resources Corporation (“Apollo Resources”) and its subsidiary Mineração Apollo, Ltda.; and its 28.72% equity interest in Jupiter Gold Corporation (“Jupiter Gold”), which includes the accounts of Jupiter Gold’s wholly-owned subsidiary, Mineração Jupiter Ltda. The Company has concluded that Apollo Resources, Jupiter Gold and their 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 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.

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FairValue of Financial Instruments

The Company follows the guidance of Accounting Standards Codification (“ASC”) Topic 820 – Fair Value Measurement and Disclosure. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect our Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value:

Level

1. Observable inputs such as quoted prices in active markets;

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

As of December 31, 2022, and 2021, the Company’s derivative liabilities were considered a level 2 liability. See Note 3 for a discussion regarding the determination of the fair market value. The Company does not have any level 3 assets or liabilities.

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, taxes receivable, prepaid expenses, deposits and other assets, accounts payable and accrued expenses. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements.

Cashand Cash Equivalents

The

Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent that the funds are not being held for investment purposes. The Company’s bank accounts are deposited in FDIC insured institutions. Funds held in U.S. banks are insured up to $250,000 and funds held in Brazilian banks are insured up to R$250,000 Brazilian Reais (translating into approximately $47,913 as of December 31, 2022).

AccountsReceivable

Accounts receivable are customer obligations due under normal trade terms which are recorded at net realizable value. The Company establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade receivables. A considerable amount of judgment is required in assessing the amount of the allowance. The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required.

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Recovery of bad debt amounts previously written off is recorded as a reduction of bad debt expense in the period the payment is collected. If the Company’s actual collection experience changes, revisions to its allowance may be required. After all attempts to collect a receivable have failed, the receivable is written off against the allowance.

TaxesReceivable

The Company records a receivable for value added taxes receivable from Brazilian authorities on goods and services purchased by its Brazilian subsidiaries. The Company intends to recover the taxes through the acquisition of capital equipment from sellers who accept tax credits as payments.

Propertyand Equipment

Property and equipment are stated at cost, net of accumulated depreciation. Major improvements and betterments are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful life. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the statements of operations as other gain or loss, net.

The diamond and gold processing plant and other machinery are depreciated over an estimated useful life of ten years; vehicles are depreciated over an estimated life of four years; and computer and other office equipment over an estimated useful life of three years.

MineralProperties

Costs of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. Mineral property acquisition costs, including licenses and lease payments, are capitalized. Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s rights. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. As of December 31, 2022 and 2021, the Company did not recognize any impairment losses related to mineral properties held.

IntangibleAssets

For intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded values. For intangible assets acquired in a non-monetary exchange, the estimated fair values of the assets transferred (or the estimated fair values of the assets received, if more clearly evident) are used to establish their recorded values, unless the values of neither the assets received nor the assets transferred are determinable within reasonable limits, in which case the assets received are measured based on the carrying values of the assets transferred. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. Intangible assets consist of mineral rights awarded by the Brazilian national mining department and held by the Company’s subsidiaries.

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Impairmentof Intangible Assets with Indefinite Useful Lives

The Company accounts for intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other (“ASC 350”). ASC 350 requires that intangible assets with indefinite useful lives no longer be amortized, but instead be evaluated for impairment at least annually. On an annual basis, in the fourth quarter of the fiscal year, management reviews intangible assets with indefinite useful lives for impairment by first assessing qualitative factors to determine whether the existence of events or circumstances makes it more-likely-than-not that the fair value of an intangible asset is less than its carrying amount. If it is determined that it is more-likely-than-not that the fair value of an intangible asset is less than its carrying amount, the intangible asset is further tested for impairment by comparing the carrying amount to its estimated fair value using a discounted cash flow. Impairment, if any, is measured as the amount by which an indefinite-lived intangible asset’s carrying amount exceeds its fair value.

Application of impairment tests requires significant management judgment, including the determination of fair value of each indefinite-lived intangible asset. Judgment applied when performing the qualitative analysis includes consideration of macroeconomic, industry and market conditions, overall financial performance of the entity, composition, or strategy changes affecting the recoverability of asset groups. Judgments applied when performing the quantitative analysis includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these judgments, estimates and assumptions could materially affect the determination of fair value for each indefinite-lived intangible asset.

Impairmentof Long-Lived Assets

For long-lived assets, such as property and equipment and intangible assets subject to amortization, the Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

ConvertibleInstruments

The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 470-20, “Debt with Conversion and Other Options”.

Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

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The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) by recording, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.

VariableInterest Entities

The Company determines at the inception of each arrangement whether an entity in which the Company holds an investment or in which the Company has other variable interests in is considered a variable interest entity. The Company consolidates VIEs when it is the primary beneficiary. The primary beneficiary of a VIE is the party that meets both of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance of the VIE; and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Periodically, the Company assesses whether any changes in the interest or relationship with the entity affect the determination of whether the entity is still a VIE and, if so, whether the Company is the primary beneficiary. If the Company is not the primary beneficiary in a VIE, the Company accounts for the investment under the equity method or cost method in accordance with the applicable GAAP.

The Company has concluded that Apollo Resources, Jupiter Gold and their subsidiaries are VIEs in accordance with applicable accounting standards and guidance; and although the operations of Apollo Resources and Jupiter Gold are independent of the Company, through governance rights, the Company has the power to direct the activities that are most significant to Apollo Resources and Jupiter Gold. Therefore, the Company concluded that it is the primary beneficiary of both Apollo Resources and Jupiter Gold.

RevenueRecognition

The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

●	Step<br> 1: Identify the contract with the customer
●	Step<br> 2: Identify the performance obligations in the contract
●	Step<br> 3: Determine the transaction price
●	Step<br> 4: Allocate the transaction price to the performance obligations in the contract
●	Step<br> 5: Recognize revenue when the company satisfies a performance obligation

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In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met:

●	The<br> customer can benefit from the good or service either on its own or together with other resources that are readily available to the<br> customer
●	The<br> entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract<br> (i.e., If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle<br> of goods or services is identified that is distinct.

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following:

●	Variable<br> consideration
●	Constraining<br> estimates of variable consideration
●	The<br> existence of a significant financing component in the contract
●	Non-cash<br> consideration
●	Consideration<br> payable to a customer

Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

The transaction price is allocated to each performance obligation on a relative standalone selling price basis.

The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.

Costsof Goods Sold

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

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Stock-BasedCompensation

The Company records stock-based compensation in accordance with ASC Topic 718, Compensation - Stock Compensation. ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. Under ASC 718, volatility is based on the historical volatility of our stock or the expected volatility of the stock of similar companies. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

The Company utilizes the Black-Scholes option-pricing model, which was developed for use in estimating the fair value of options. Option-pricing models require the input of highly complex and subjective variables including the expected life of options granted and the expected volatility of our stock price over a period equal to or greater than the expected life of the options. Because changes in the subjective assumptions can materially affect the estimated value of our employee stock options, it is management’s opinion that the Black-Scholes option-pricing model may not provide an accurate measure of the fair value of our employee stock options. Although the fair value of employee stock options is determined in accordance with ASC Topic 718 using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.

On June 20, 2018, the FASB issued ASU 2018-07 which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. Equity classified share-based payments for employees was fixed at the time of grant. Equity-classified nonemployee share-based payment awards are measured at the grant date of the award which is the same as share-based payments for employees. The Company adopted the requirements of the new rule as of January 1, 2019, the effective date of the new guidance.

ForeignCurrency

The Company’s foreign subsidiaries use a local currency as the functional currency. Resulting translation gains or losses are recognized as a component of accumulated other comprehensive income. Transaction gains or losses related to balances denominated in a currency other than the functional currency are recognized in the consolidated statements of operations. Net foreign currency transaction losses included in the Company’s consolidated statements of operations were negligible for all periods presented.

IncomeTaxes

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. As of December 31, 2022 and 2021, the Company’s deferred tax assets had a full valuation allowance.

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Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has identified the United States Federal tax returns as its “major” tax jurisdiction.

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (“TCJA”), which instituted fundamental changes to the taxation of multinational corporations, including a reduction the U.S. corporate income tax rate to 21% beginning in 2018.

The TCJA also requires a one-time transition tax on the mandatory deemed repatriation of the cumulative earnings of certain of the Company’s foreign subsidiaries as of December 31, 2017. To determine the amount of this transition tax, the Company must determine the amount of earnings generated since inception by the relevant foreign subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings, in addition to potentially other factors. The Company believes that no such tax will be due since its Brazilian subsidiaries have, when required, paid taxes locally and that they have incurred a cumulative operating deficit since inception.

BasicIncome (Loss) Per Share

The Company computes loss per share in accordance with ASC Topic 260, Earnings per Share, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. As of December 31, 2022, if all holders of preferred stock, options and warrants exercised their right to convert their securities to common stock, the common stock issuable would be in excess of the Company’s authorized, but unissued shares of common stock.

OtherComprehensive Income

Other comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, other than net income and including foreign currency translation adjustments.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings (loss) or financial position.

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 except as noted below:

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In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives andHedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’sOwn Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective January 1, 2024, for the Company. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. The Company is evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements, but currently does not believe ASU 2020-06 will have a significant impact on the Company’s accounting for its convertible debt instruments. The effect will largely depend on the composition and terms of the financial instruments at the time of adoption.

In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments toSEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting StandardsUpdate No. 2016-02, Leases (Topic 842), which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The Company believes the adoption will modify the way the Company analyzes financial instruments, but it does not anticipate a material impact on results of operations. The Company is in the process of determining the effects adoption will have on its 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 December 31, 2022 and 2021:

SCHEDULE

OF PROPERTY AND EQUIPMENT

	December 31, 2022							December 31, 2021
	Cost		Accumulated <br>Depreciation			Net Book <br>Value		Cost		Accumulated <br>Depreciation			Net Book <br>Value
Capital assets subject to depreciation:
Computers and office equipment	$	571	$	(571	)	$	-	$	3,880	$	(2,778	)	$	1,063
Machinery and equipment		419,498		(362,140	)		57,358		334,253		(281,489	)		52,764
Vehicles		80,139		(79,021	)		1,118		118,653		(118,653	)		-
Land		159,074		-			159,074		-		-			-
Total fixed assets	$	659,282	$	(441,732	)	$	217,550	$	456,747	$	(402,920	)	$	53,827

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For

the years ended December 31, 2022, and 2021, the Company recorded depreciation expense of $13,806 and $37,328, respectively recorded in general and administrative expense.

IntangibleAssets

Intangible

assets consist of mining rights are not amortized as the mining rights are perpetual. The carrying value was $4,971,267 and $1,302,440 at December 31, 2022 and 2021, respectively. There was no impairment recorded as at December 31, 2022 or 2021.

EquityInvestments without Readily Determinable Fair Values

On

October 2, 2017, the Company entered into an exchange agreement whereby it issued 25,000,000 shares of its common stock in exchange for 500,000 shares of Ares Resources Corporation. The Company’s chief executive officer also serves as an officer of Ares Resources Corporation, thus making it a related party under common ownership and control. The shares were recorded at $150,000, or $0.006 per share. The shares were valued based upon the lowest market price of the Company’s common stock on the date the agreement.

On

March 11, 2020, the Company issued 53,947,368 shares of common stock to Lancaster Brazil Fund pursuant to an addendum to the share exchange agreement dated September 28, 2018. The Company recorded a loss on exchange of equity with a related party of $76,926 representing the fair value of the additional shares of common stock issued.

Under ASC 321-10, the Company elected to use a measurement alternative for its equity investment that does not have a readily determinable fair value. As such, the Company measured its investment at cost, less any impairment, plus or minus any changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. The Company owns less than 5% of the total shares outstanding of Ares Resources Corporation.

As of December 31, 2022, no change in the value of the Ares common stock was recorded as the recorded value still approximated fair value.

AccountsPayable and Accrued Liabilities

SCHEDULE

OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	December 31,		December 31,
Accounts Payable and Accrued Liabilities	2022		2021
Accounts payable and other accruals	$	408,874	$	310,047
Mineral rights payable		2,367,600		672,601
Accrued interest		-		5,590
Total	$	2,776,474	$	988,237

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NOTE

3 – CONVERTIBLE PROMISSORY NOTES PAYABLE

The following table sets forth a summary of change in our convertible notes payable for the years ended December 31, 2022 and 2021:

SUMMARY

OF CHANGE IN CONVERTIBLE NOTES PAYABLE

	December 31,		December 31,
	2022		2021
Beginning balance	$	-	$	872,720
Issuance of convertible notes payable		-		399,000
Lender adjustments for penalties or defaults		-		37,212
Debt discounts recorded related to issuance of convertible notes payable		-		(44,019	)
Amortization of debt discounts associated with convertible debt		-		44,019
Increase in principal amounts outstanding due to lender adjustments per terms of the note agreements		-		-
Conversion of convertible note principal into common stock		-		(1,038,932	)
Repayments of convertible notes payable		-		(270,000	)
Total convertible notes, net	$	-	$	-

ConvertibleNotes Payable - Fixed Conversion Price

On

January 7, 2014, the Company issued to a family trust a senior secured convertible promissory note in the principal amount, and received gross proceeds, of $244,000 and warrants to purchase an aggregate of 488,000 shares of the Company’s common stock at an exercise price of $62.50 per share through December 26, 2018. The Company received gross proceeds of $244,000 for the sale of such securities. The outstanding principal of the note bears interest at the rate of 12% per annum. The note is convertible at the option of the holder into common stock of the Company at a conversion rate of one share for each $50.00 of principal and interest converted. As of December 31, 2021, all warrants issued in connection with this note had expired.

The outstanding principal on the note was payable on March 31, 2015, which as of the date of these financial statements is past due and in technical default. The Company is in negotiations with the note holder to satisfy, amend the terms or otherwise resolve the obligation in default. No demand for payment has been made. As a result of the default, the interest rate on the note increased to 30% per annum. Interest was payable on September 30, 2014 and on the maturity date. In December 2020, the lender agreed to reduce the interest rate from the default rate of 30% to the stated rate of 10% retroactively. As a result, the Company recorded gain of $238,151 from the relief of interest expense to other income.

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On

February 3, 2021, the Company issued 20,000,000 shares of common stock upon conversion of $80,000 in convertible notes payable and accrued interest. On May 6, 2021, the Company issued 86,246,479 shares of common stock upon conversion of $334,986 in convertible notes payable and accrued interest. As of December 31, 2021, the balance of the note was $0.

On June 18, 2021, Company issued to one noteholder a $129,000 convertible promissory note for $125,000 in proceeds. The note bears interest at 8.0% per annum and matures one year from issuance on June 18, 2022. After six months from issuance, the note is convertible at the option of the holder at a price of $0.001. A debt discount of $4,000 for issuance costs was recorded and is being amortized over the life of the note.

ASC

470-20 requires proceeds from the sale of a debt instrument with stock purchase warrants be allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at the time of issuance. In connection with the warrant issuance, the Company allocated an aggregate fair value of $40,019 to the stock warrants and recorded a debt discount which will be amortized to interest expense over the term of the loan using the effective interest method so the debt, at its term, is recorded at its face value. The Company estimated the fair value of this the warrant warrants at date of grant using the Black-Scholes option pricing model using the following inputs: (i) stock price on the date of grant of $0.0122, (ii) the contractual term of the warrant of 4 years, (iii) a risk-free interest rate of 0.89% and (iv) an expected volatility of the price of the underlying common stock of 443.3%. During the year ended December 31, 2021, Company issued 19,034,442 shares of common stock upon conversion of $129,000 in principal and $4,241.10 in accrued interest. As of December 31, 2022 and 2021, the balance of the note was $0, and all discounts were fully amortized.

ConvertibleNotes Payable - Variable Conversion Price

At various times to fund operations, the Company issues convertible notes payable in which the conversion features are variable. In addition, some of these convertible notes payable have on issuance discounts and other fees withheld.

During the year ended December 31, 2016, the Company issued to one noteholder, in various transactions, $242,144 in convertible promissory notes with fixed floors and received an aggregate of $232,344 in proceeds. The convertible promissory notes each bear interest at 8.0% per annum and mature one year from issuance ranging from July to December 2017. After six months from issuance, each convertible promissory note is convertible at the option of the holder at a 50% discount to the lowest traded price of the Company’s common stock over the previous 20 days. In addition, each note’s conversion rate has a floor of $0.0001. Total debt discounts related to the beneficial conversion features of $241,852 were recorded and are being amortized over the life of the notes. On April 9, 2021, the Company agreed to settle all outstanding principal and interest on these notes in exchange for common stock and common stock purchase warrants. See settlement disclosure below for more information. As of December 31, 2021, the outstanding principal balance on these notes total $0, and all discounts were fully amortized.

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During the year ended December 31, 2017, the Company issued to one noteholder in various transactions $477,609 in convertible promissory notes with fixed floors and received an aggregate of $454,584 in proceeds. The convertible promissory notes each bear interest at 8.0% per annum and mature one year from issuance ranging from January to August 2018. After six months from issuance, each convertible promissory note is convertible at the option of the holder at a 50% discount to the lowest traded price of the Company’s common stock over the previous 20 days. In addition, each note’s conversion rate has a floor of $0.0001. Total debt discounts related to the beneficial conversion features of $447,272 were recorded and are being amortized over the life of the notes. During the six months ended June 30, 2021, the Company issued 182,872,798 shares of its common stock upon the conversion of $50,000 and $ 14,004, respectively, in note principal and accrued interest. On April 9, 2021, the Company agreed to settle all outstanding principal and interest on these notes in exchange for common stock and common stock purchase warrants. See settlement disclosure below for more information. As of December 31, 2021, the outstanding principal balance on these notes total $0, and all discounts were fully amortized.

During the year ended December 31, 2018, the Company issued to one noteholder in various transactions $137,306 in convertible promissory notes with fixed floors and received an aggregate of $130,556 in proceeds. The convertible promissory notes each bear interest at 8.0% per annum and mature one year from issuance ranging from August 2018 to April 2019. After six months from issuance, each convertible promissory note is convertible at the option of the holder at a 50% discount to the lowest traded price of the Company’s common stock over the previous 20 days. In addition, each note’s conversion rate has a floor of $0.0001. Total debt discounts related to the beneficial conversion features of $122,755 were recorded and are being amortized over the life of the notes. During the six months ended June 30, 2021, the Company issued 23,118,645 shares of its common stock upon the conversion of $118,996 and $27,496, respectively, in note principal and accrued interest. On April 9, 2021, the Company agreed to settle all outstanding principal and interest on these notes in exchange for common stock and common stock purchase warrants. See settlement disclosure below for more information. As of December 31, 2021, the outstanding principal balance on these notes total $0, and all discounts were fully amortized.

During the year ended December 31, 2019, the Company issued to one noteholder in various transactions $282,000 in convertible promissory notes with fixed floors and received an aggregate of $276,000 in proceeds. The convertible promissory notes each bear interest at 8.0% per annum and mature one year from issuance in July 2020. After six months from issuance, each convertible promissory note is convertible at the option of the holder at a 50% discount to the lowest traded price of the Company’s common stock over the previous 20 days. In addition, each note’s conversion rate has a floor of $0.0001. Total debt discounts related to the beneficial conversion features of $276,000 and $6,000 for issuance costs were recorded and are being amortized over the life of the notes. During the six months ended June 30, 2021, the Company issued 156,438,271 shares of its common stock upon the conversion of $310,200 and $40,186, respectively, in note principal and accrued interest. As of December 31, 2021, the principal balance on these notes was $0, and all discounts were fully amortized.

On April 9, 2021, the Company issued 36,000,000 shares of its common stock upon the conversion of $186,736 and $62,302, respectively, in note principal and accrued interest to settle all outstanding balances with the lender. In connection with the settlement, the Company agreed to issue 15,000,000 common stock purchase warrants with a cashless exercise price of $0.0125. The warrants expire on December 31, 2021. The Company allocated an aggregate fair value of $224,812 to the stock warrants and recorded a loss on the extinguishment of debt. The Company estimated the fair value of this the warrant warrants at date of grant using the Black-Scholes option pricing model using the following inputs: (i) stock price on the date of grant of $0.0158, (ii) the contractual term of the warrant of 0.7 years, (iii) a risk-free interest rate of 0.35% and (iv) an expected volatility of the price of the underlying common stock of 440.5%. As of December 31, 2021 the 15,000,000 warrants expired.

On January 19, 2021, the Company issued to one noteholder a $270,000 convertible promissory note. The note bears interest at 8.0% per annum and matures on January 19, 2025. After six months from issuance, the note is convertible at the option of the holder at a 50% discount to the lowest traded price of the Company’s common stock over the previous 20 days. The note’s conversion rate has a floor of $0.0001.

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On

May 7, 2021, the Company repaid $270,000 in note principal and $6,391 in accrued interest to the holder. As of December 31, 2022 and 2021, the principal balance on the note was $0.

NOTE

4 – OTHER NONCURRENT LIABILITIES

Other

noncurrent liabilities are comprised solely of social contributions and other employee-related costs at our operating subsidiaries located in Brazil. The balance of these employee related costs as of December 31, 2022 and 2021 amounted to $78,964 and $108,926, respectively.

NOTE

5 – STOCKHOLDERS’ EQUITY

Authorizedand Amendments

As

of December 31, 2022, the Company had 4,000,000,000 common shares authorized with a par value of $0.001 per share.

SeriesA Preferred Stock

On December 18, 2012, the Company filed with the Nevada Secretary of State 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.

SeriesD Preferred Stock

On

September 14, 2021, the Company filed with the Nevada Secretary of State 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 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. One share of Series D Stock is convertible into 13,34 shares of common stock and may be converted at any time at the election of the holder. 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.

On

September 15, 2021, the Company issued 214,006 shares of Series D Stock to Marc Fogassa for the conversion of $566,743 in convertible note principal and $75,275 of interest expense.

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YearEnded December 31, 2022 Transactions

On December 20, 2022, we filed a Certificate of Amendment to our Articles of Incorporation (the “Amendment”) to effect a reverse stock split of our issued and outstanding shares of common stock at a ratio of 1-for-750 (the “Reverse Stock Split”).

Following

the Reverse Stock Split, each 750 shares of our issued and outstanding shares of common stock were automatically converted into one issued and outstanding share of common stock, without any change in par value per share. No fractional shares were issued as a result of the Reverse Stock Split and no cash or other consideration was paid. Instead, we issued one whole share of the post-split common stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split. The Reverse Stock Split did not affect the number of shares of authorized stock. Our common stock began trading on a Reverse Stock Split-adjusted basis on December 23, 2022 and was assigned a new temporary ticker symbol “ATLXD” for the 20 business days following the reverse stock split and on the 21st day, it will change back to “ATLX.”

During

the year ended December 31, 2022, the Company issued 832,439 shares of common stock for gross proceeds of $3,901,524 pursuant to subscription agreements with accredited investors. Additionally, the Company issued 116,959 shares of common stock valued at $1,000,000 for mining rights purchases.

YearEnded December 31, 2021 Transactions

During

the year ended December 31, 2021, the Company issued 174,019,679 shares of common stock for gross proceeds of $941,009 pursuant to subscription agreements with accredited investors. Additionally, the Company issued 523,710,635 shares of common stock upon conversion of $1,362,988 in convertible notes payable and accrued interest. Further, the Company issued shares of common stock for net proceeds of $75,000 upon the exercise of 423,816,100 stock options and warrants. Lastly, the Company issued 16,600,539 shares of common stock valued at $165,534 to contractors for services provided.

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CommonStock Options

During the year ended December 31, 2022 and 2021, the Company granted options to purchase common stock to officers and non-management directors. The options were valued using the Black-Scholes option pricing model with the following average assumptions:

SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS

	December 31<br> <br>2022		December 31<br> <br>2021
Expected volatility		216.34% – 354.13		44.8% – 124.4
Risk-free interest rate		1.44% – 4.05		0.9% – 1.75
Stock price on date of grant		0.7500 - 12.3750		0.30 - 6.00
Dividend yield		0.00		0.00
Expected term		5 - 10 years		10 years

All values are in US Dollars.

SCHEDULE

OF OUTSTANDING AND EXERCISABLE OPTIONS

	Number of Options Outstanding and Vested			Weighted<br> <br>Average<br> <br>Exercise Price		Remaining Contractual<br> <br>Life (Years)		Aggregated Intrinsic<br> <br>Value
Outstanding, January 1, 2022		6,546		$	8.25		2.74	$	19,675
Issued		174,697			0.11		–
Exercised		–			–		–
Expired		(2,571	)		19.75		–
Forfeited		–			–		–
Outstanding and vested, December 31, 2022		178,672		$	0.012		1.55	$	1,228,972

The common stock options issued in the year ended

December 31, 2022 were issued with a grant date fair value of $58,685.

The following table reflects all outstanding and exercisable Series D preferred stock options as at December 31, 2022. All preferred stock options immediately vest and are exercisable for a period of ten years from the date of issuance.

	Number of Options Outstanding and Vested		Weighted Average Exercise Price^1^		Remaining Contractual Life (Years)		Aggregated Intrinsic Value
Outstanding,<br> January 1, 2021		36,000	$	75		9.44		2,732,400
Issued		36,000		75		-
Outstanding<br> and vested, December 31, 2022		72,000	$	75		8.94	$	6,712,912
^1^	This presents the exercise price required to purchase 13.34 shares of common stock, as one<br>share of Series D Stock is convertible into 13.34 shares of common stock at any time at the election of the holder.
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The Series D preferred stock options issued in the

year ended December 31, 2022 were issued with a grant date fair value of $863,076.

During the year ended December

31, 2021, the Company granted common stock options and Series D preferred stock options to purchase an aggregate of 486,786 shares of common stock to officers and non-management directors. The options were valued using the Black-Scholes option pricing model with the following average assumptions: our stock price on the date of the grant which ranged between $0.3000 and $6.0000, expected dividend yield of 0.0%, expected volatility between 44.80% and 124.40% estimated based on historical share price volatility, risk-free interest rate between 0.90% and 1.75%, and an expected term of 10 years. The options were valued with a total grant date fair value of $1,104,364.

See Note 7 – Related Party Transactions for more information related to stock options issued and outstanding for the Company’s subsidiaries Jupiter Gold and Apollo Resources.

StockPurchase Warrants

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.

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The following table reflects all outstanding and exercisable warrants at December 31, 2022. All warrants are exercisable for a period of two to four years from the date of issuance:

SCHEDULE OF WARRANT ACTIVITY

	Number of Warrants Outstanding			Weighted Average Exercise Price		Weighted Average Contractual<br> <br>Life (Yrs.)
Outstanding, January 1, 2022		406,270		$	11.475		1.97
Warrants issued		69,730			5.1090
Warrants exercised		(154,241	)		5.7008
Outstanding and vested, December 31, 2022		321,759		$	12.8634		1.30

The stock purchase warrants issued in the year ended

December 31, 2022 were issued with a grant date fair value of $807,308. The warrants were valued using the Black-Scholes option pricing model with the following ranges of assumptions: our stock price on the date of the grant which ranged between $7.5750 and $12.6750, expected dividend yield of 0.0%, expected volatility between 188.48% and 197.45% estimated based on historical share price volatility, risk-free interest rate between 2.79% and 3.79%, and an expected term of 2 to 4 years.

NOTE

6 – COMMITMENTS AND CONTINGENCIES

RentalCommitment

The

Company rents office space in the U.S. for approximately $5,750 on a month-to-month basis. The Company also rents office space in Brazil. Such costs are immaterial to the consolidated financial statements.

NOTE

7 - RELATED PARTY TRANSACTIONS

JupiterGold Corporation

During

the year ended December 31, 2022, Jupiter Gold granted options to purchase an aggregate of 525,000

shares of its common stock to Marc Fogassa at

prices ranging between $0.01

to $1.00

per share. The options were valued at $103,707

and recorded to stock-based compensation. The

options were valued using the Black-Scholes option pricing model with the following average assumptions: the Company’s stock price on the date of the grant ($0.58

to $1.25

), expected dividend yield of 0

%,

historical volatility calculated between 97.3

%

and 225.8

%,

risk-free interest rate between a range of 1.51

%

to 3.5 %, and an expected term between 5 and 10

years. As of December 31, 2022, an aggregate

1,905,000

Jupiter Gold common stock options were outstanding

with a weighted average life of 4.74

years at an average exercise price of $0.57

and an aggregated intrinsic value of $1,077,050

.

Mr. Fogassa’s employment agreement with Jupiter Gold stipulates an annual compensation of $275,000 for his services as the chief executive officer, and such amount may be paid in stock of Jupiter Gold or in cash or as combination of stock and cash at the choice of Mr. Fogassa.

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ApolloResource Corporation

During

the year ended December 31, 2022, Apollo Resources granted options to purchase an aggregate of 225,000

shares of its common stock to Marc Fogassa at

a price of $0.01

per share. The options were valued at $331,858

and recorded to stock-based compensation. The

options were valued using the Black-Scholes option pricing model with the following average assumptions: the Company’s stock price on the date of the grant ($4.00

to $5.00

), expected dividend yield of 0

%,

historical volatility calculated between 49.2

%

and 58.01

%,

risk-free interest rate between a range of 1.51

%

to 3.5 %, and an expected term of 10

years. As of December 31, 2022, an aggregate

225,000

Apollo Resources common stock options were outstanding

with a weighted average life of 9.33

years at an average exercise price of $0.01

and an aggregated intrinsic value of $1,125,000

.

Mr. Fogassa’s employment agreement with Apollo Resources stipulates an annual compensation of $275,000 for his services as the chief executive officer, and such amount may be paid in stock of Apollo Resources or in cash or as combination of stock and cash at the choice of Mr. Fogassa.

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 entity. Changes in exchange rates from the time the activity occurs to the time payments are made may result in the Company receiving either more or less in local currency than the local currency equivalent at the time of the original activity.

The Company’s consolidated financial statements are denominated in U.S. dollars. Accordingly, changes in exchange rates between the applicable foreign currency and the U.S. dollar affect the translation of each foreign subsidiary’s financial results into U.S. dollars for purposes of reporting in the consolidated financial statements. The Company’s foreign subsidiaries translate their financial results from the local currency into U.S. dollars in the following manner: (a) income statement accounts are translated at average exchange rates for the period; (b) balance sheet asset and liability accounts are translated at end of period exchange rates; and (c) equity accounts are translated at historical exchange rates. Translation in this manner affects the shareholders’ equity account referred to as the foreign currency translation adjustment account. This account exists only in the foreign subsidiaries’ U.S. dollar balance sheets and is necessary to keep the foreign subsidiaries’ balance sheets in agreement.

NOTE

9 - SUBSEQUENT EVENTS

In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to December 31, 2022 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements , except for these:

a) On January 9, 2023 (the “Effective Date”), Atlas Lithium Corporation, 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, par value $0.001 (“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.

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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 Securities and Exchange Commission (the “Commission”) and declared effective by the Commission 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 before deducting underwriting discounts and commissions of 7% of the gross proceeds, and estimated Offering expenses. The Company intends to use the net proceeds from the Offering to expand and accelerate its exploration program leading to the identification and quantitative measurement of prospective lithium deposits, as well as for exploration for other mineral deposits in its other properties, including drilling and assessment of deposits and reserves, if any, as well as for working capital and general corporate purposes. The Company may also use some amount of the proceeds for the acquisition of additional mineral rights and/or mines, and mining assets such as earth moving equipment, processing and recovery units, among others. The total expenses of the Offering are estimated to be $537,581.43, which included the underwriting discounts and commissions, the Representative’s reimbursable expenses relating to the Offering, and the Company’s legal expenses.

b)

On January 19, 2023, the Company consummated a transaction in which it acquired five lithium mineral rights (the “Mineral Rights”) totaling 1,090.88 hectares (~ 2,696 acres) owned by an unrelated Brazilian mining enterprise pursuant to a Mineral Rights Purchase Agreement (the “Acquisition Agreement”). The Mineral Rights are located in the municipalities of Araçuaí and Itinga, in a region known as “Lithium Valley” in the state of Minas Gerais in Brazil. The Company’s technical team studied the Mineral Rights and believes that they hold potential for lithium-bearing mineralization. The Company has reasons to believe that the acquisition of the Mineral Rights was part of a competitive process.

The Company’s obligations under the Acquisition Agreement are:

1)	Payment<br> of $400,000, which payment took place on January 19, 2023, and issuance of $750,000 worth of restricted shares of common stock of<br> the Company;
2)	Payment<br> of $100,000 for each of the five areas comprising the Mineral Rights to be made upon the publication in the official gazette of the<br> government of the title transfer of each such area to the Company;

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| --- | | 3) | For<br> each of the five areas comprising the Mineral Rights, 30 days after the payment described in item b above, the initiation of ten<br> monthly payments of $22,000; | | --- | --- | | 4) | If<br> the Mineral Rights eventually yield at least five million tons of spodumene (a lithium-bearing mineral) containing at least an average<br> of 1.3% Li2O, as determined by a technical report prepared by an independent consulting firm pursuant to the requirements<br> of Regulation S-K 1300 (“SK1300 Report”), then an additional payment of 10 monthly installments of $10,000<br> and an additional issuance of $500,000 worth of restricted shares of common stock of the Company are to be made; | | 5) | If<br> the Mineral Rights eventually yield at least 10 million tons of spodumene containing at least an average of 1.3% Li2O,<br> as determined by an SK1300 Report, then an additional payment of 10 monthly installments of $10,000 and an additional issuance of<br> $500,000 worth of restricted shares of common stock of the Company are to be made;<br> and | | 6) | If<br> the Mineral Rights eventually yield more than 10 million tons of spodumene containing at<br> least an average of 1.3% Li2O, as determined by an SK1300 Report, then a payment<br> of $0.20 per each ton above 10 million tons is to be made. |

c) 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”), par value $0.001 per share. 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. The Company currently intends to use the net proceeds from the Private Placement for general working capital purposes. The Investors have each made customary representations, warranties and covenants, including, among other things, that each of the Investors is a “non-U.S. Person” as defined in Regulation S, and that they were not solicited by means of generation solicitation.

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EXHIBIT

INDEX

Exhibit
Number	Description
3.1	Articles of Incorporation of the Company filed with the Secretary of State of Nevada on December 15, 2011. Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed by the Company on April 6, 2012.
3.2	Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on December 18, 2012. Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 26, 2012.
3.3	Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on December 18, 2012. Incorporated by reference to Company’s Current Report on Form 8-K filed with the Commission on December 26, 2012.
3.4	Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on December 24, 2012. Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 28, 2013.
3.5	Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on August 27, 2019. Incorporated by reference to Exhibit 3.11 to the Company’s Annual Report on Form 10-K filed with the Commission on April 14, 2020.
3.6	Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on July 16, 2020. Incorporated by reference to Exhibit 3.11 to the Company’s Annual Report on Form 10-K filed with the Commission on March 31, 2021.
3.7	Amended and Restated By-laws of the Company. Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form<br> 8-K filed with the Commission on April 12, 2021.
3.8	Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on September 16, 2021. Incorporated by reference to Exhibit 3.8 to the Form S-1 filled with the Commission on January 28, 2022.
3.9	Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on December 20, 2022. Incorporated by reference to Exhibit 3.1 to the Form 10-K filed with the Commission on December 22, 2022.
3.10	Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on March 21, 2022. Incorporated by reference to Exhibit 3.9 to the Form 10-K filed with the Commission on March 29, 2022.
4.1	Common Stock Purchase Agreement between the Company and Triton Funds LLC dated February 26, 2021. Incorporated by reference to Exhibit 1 to the Form 8-K filed with Commission on March 3, 2021.
4.2	Common Stock Purchase Warrant between the Company and Triton Funds LLC dated February 26, 2021. Incorporated by reference to Exhibit 2 to the Form 8-K filed with Commission on March 3, 2021.
4.3	Form of Warrant between the Company and Warberg Funds. Incorporated by reference to Exhibit 4.6 to the Form S-1 filled with the Commission on January 28, 2022.
4.4	Form of Warrant between the Company and investors other than Warberg Funds. Incorporated by reference to Exhibit 4.7 to the Form S-1 filled with the Commission on January 28, 2022.
4.5	Form of Representative’s Warrant. Incorporated by reference to Exhibit 4.1 to the Form 8-K filed on January 13, 2023.
4.6	Description of Capital Stock.*
10.1	2017 Stock Incentive Plan incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed with the Commission on December 8, 2017.#
10.2	Agreement between the Company and GW Holdings Group LLC dated November 15, 2021. Incorporated by reference to Exhibit 10.3 to the Form S-1 filled with the Commission on January 28, 2022.
10.3	Form of Securities Purchase Agreement between the Company and funds managed by Warberg Asset Management LLC (“Warberg Funds”). Incorporated by reference to Exhibit 10.4 to the Form S-1 filled with the Commission on January 28, 2022.
10.4	Form of Securities Purchase Agreement between the Company and investors other than Warberg Funds. Incorporated by reference to Exhibit 10.5 to the Form S-1 filled with the Commission on January 28, 2022.
10.5	Form of Securities Purchase Agreement incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on February 3, 2023.
10.6	Consulting Services Agreement between the Company and Jason Baybutt. Incorporated by reference to Exhibit 10.1 to the Form 10-Q filed with the Commission on May 13, 2022.
10.7	Amended and Restated Employment Agreement Between Marc Fogassa and the Company. Incorporated by reference to Exhibit 10.1 to the Form S-1 filled with the Commission on January 28, 2022.#
10.8	Employment Agreement between the Company and Gustavo Pereira de Aguiar. Incorporated by reference to Exhibit 10.2 to the Form 10-Q filed with the Commission on May 13, 2022.#
10.9	Form of Securities Purchase Agreement. Incorporated by reference to Exhibit 10.1 to the Form 8-K filled with the Commission on February 3, 2023.
10.10	Mineral Rights Agreement dated January 19, 2023 relating to the acquisition of five lithium mineral rights.*
21.1	Subsidiaries of the Company. Incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the Commission on March 31, 2021.
31.1	Certification of the Chief Executive Officer pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of Chief Financial Officer pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of the Chief Executive Officer and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
96.1	Technical Report Summary on the Rio Piracicaba Project from Apollo Resources Corporation. Incorporated by reference to Exhibit 96.1 to the Current Report on Form 8-K/A filed with the SEC on June 3, 2022.
96.2	Technical Report Summary on the Das Neves Lithium Project. Incorporated by reference to Exhibit 96.1 to the Current Report on Form 8-K filed with the SEC on September 8, 2022.
101*	Interactive<br> Data files pursuant to Rule 405 of Regulation S-T.
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)
*	Filed<br> herewith
**	Furnished herewith
#	Indicates management contract<br> or compensatory plan

Item16. Form 10-K Summary

The Company has elected not to provide a summary.

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| Table of Contents |

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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<br> Lithium Corporation
Date:<br>March 30, 2023	By:	/s/ Marc Fogassa
		Marc<br> Fogassa
		Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Marc Fogassa		March<br> 30, 2023
Marc<br> Fogassa	Chief<br> Executive Officer (Principal Executive Officer) and Chairman of the Board
/s/ Gustavo Pereira de Aguiar		March<br> 30, 2023
Gustavo<br> Pereira de Aguiar	Chief<br> Financial Officer (Principal Financial and Accounting Officer)
/s/ Roger Noriega	Director	March<br> 30, 2023
Ambassador<br> Roger Noriega
/s/ Cassiopeia Olson	Director	March<br> 30, 2023
Cassiopeia<br> Olson, Esq.
/s/ Stephen Peterson	Director	March<br> 30, 2023
Stephen<br> Peterson, CFA

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Exhibit4.6

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DESCRIPTIONOF ATLAS LITHIUM CORPORATION’S SECURITIESREGISTERED PURSUANT TO SECTION 12 OF THESECURITIES EXCHANGE ACT OF 1934

Overview

This section describes the general terms of the Company’s common stock. The Company’s common stock and the rights of the holders of its common stock are subject to the applicable provisions of the Nevada Revised Statutes, which is referred to herein as “Nevada law,” the Company’s amended and restated articles of incorporation, as amended (referred to herein as the “Articles of Incorporation”), the Company’s amended and restated bylaws, as amended (referred to herein as the “Bylaws”), and the rights of the holders of the Company’s preferred stock. Because this is only a summary, it does not contain all of the information that may be important to you. For a complete description of the matters set forth herein, you should refer to our Articles of Incorporation, our Bylaws, each of which is included as an exhibit to the Annual Report, and to the applicable provisions of Nevada law.

AuthorizedCapital

Under the Company’s Articles of Incorporation, the Company has the authority to issue 4,000,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, $0.001 par value per share. As of March 29, 2023, there were issued and outstanding: 6,738,062 shares of common stock, one share of Series A Convertible Preferred Stock, and 214,006 shares of Series D Convertible Preferred Stock.

Common Stock

VotingRights

Each outstanding share of the Company’s common stock is entitled to one vote per share of record on all matters submitted to a vote of stockholders and to vote together as a single class for the election of directors and in respect of other corporate matters. At a meeting of stockholders at which a quorum is present, for all matters other than the election of directors, all corporate actions are determined by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon. Directors are elected by a majority of the votes of the shares present at a meeting. Holders of shares of common stock do not have cumulative voting rights with respect to the election of directors or any other matter.

Dividends

Holders of the Company’s common stock are entitled to receive dividends or other distributions when, as and if declared by the Company’s board of directors. The right of the Company’s board of directors to declare dividends, however, is subject to any rights of the holders of other classes of the Company’s capital stock, any indebtedness outstanding from time to time and the availability of sufficient funds, as determined under Nevada law, to pay dividends.

PreemptiveRights

The holders of the Company’s common stock do not have preemptive rights to purchase or subscribe for any of the Company’s capital stock or other securities.

Redemption

Shares of the Company’s common stock are not subject to redemption by operation of a sinking fund or otherwise.

LiquidationRights

In the event of any liquidation, dissolution, or winding up of the Company, subject to the rights, if any, of the holders of other classes of the Company’s capital stock including its preferred stock, the holders of shares of the Company’s common stock are entitled to receive any of the Company’s assets available for distribution to its stockholders ratably in proportion to the number of shares held by them.

Listing

The Company’s common stock is listed on the Nasdaq Capital Market of the Nasdaq Stock Market LLC under the symbol “ATLX.”

TransferAgent and Registrar

The transfer agent and registrar for the Company’s common stock is VStock Transfer, LLC.

CertainProvisions of Nevada Law and the Company’s Articles of Incorporation and Bylaws

The following paragraphs summarize certain provisions of Nevada law and the Company’s Articles of Incorporation, and Bylaws.

General

Certain provisions of the Company’s Articles of Incorporation, and Bylaws, and Nevada law could make an acquisition of the Company by a third party, a change in the Company’s incumbent management, or a similar change in control more difficult.

These provisions, which are summarized below, are likely to discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of the Company to first negotiate with the Company’s board of directors. The Company believes that these provisions help to protect its potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure the Company, and that this benefit outweighs the potential disadvantages of discouraging such a proposal because the Company’s ability to negotiate with the proponent could result in an improvement of the terms of the proposal. The existence of these provisions which are described below could limit the price that investors might otherwise pay in the future for the Company’s securities.

Articlesof Incorporation and Bylaws

SeriesA Convertible Preferred Stock. One share of our Series A Convertible Preferred Stock (“Series A Preferred”) is issued, outstanding and held since 2012 by Marc Fogassa, the Company’s Chief Executive Officer and Chairman. The Certificate of Designations, Preferences and Rights of Series A Preferred provides that for so long as Series A Preferred is issued and outstanding, the holders of Series A Preferred shall vote together as a single class with the holders of our common stock, with the holders of Series A Preferred being entitled to 51% of the total votes on all matters regardless of the actual number of shares of Series A Preferred then outstanding, and the holders of common stock and any other class or series of capital stock entitled to vote with the common stock being entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power. As a result, stockholders have limited ability to impact our operations and activities.

SeriesD Convertible Preferred Stock. On September 14, 2021, our Board of Directors designated a new class of preferred stock called Series D Convertible Preferred Stock (“Series D Preferred”) which has no voting rights, except on matters the approval of which would have an adverse effect on such class. A Certificate of Designation, Preferences and Rights of Series D Preferred was filed with the State of Nevada on September 16, 2021. . One share of Series D Preferred is convertible into 13 and 1/3 shares of our common stock. Series D Preferred is convertible into shares of our common stock solely at the election of the holder of Series D Preferred.

AuthorizedBut Unissued Capital Stock. The Company has shares of common stock and preferred stock available for future issuance without stockholder approval, subject to any limitations imposed by the listing standards Nasdaq. The Company may utilize these additional shares for a variety of corporate purposes, including for future public offerings to raise additional capital or facilitate corporate acquisitions or for payment as a dividend on the Company’s capital stock. The existence of unissued and unreserved common stock and preferred stock may enable the Company’s board of directors to issue shares to persons friendly to current management or to issue preferred stock with terms that could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a controlling interest in the Company by means of a merger, tender offer, proxy contest, or otherwise. In addition, if the Company issues preferred stock, the issuance could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation.

BlankCheck Preferred Stock. The Company’s board of directors, without stockholder approval, has the authority under the Company’s Articles of Incorporation, to issue preferred stock with rights superior to the rights of the holders of common stock. As a result, preferred stock could be issued quickly and easily, could impair the rights of holders of common stock, and could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult.

Electionof Directors. The Company’s bylaws provide that a vacancy on the board of directors shall be filled by the directors then in office, though less than a quorum. These provisions may discourage a third party from voting to remove incumbent directors and simultaneously gaining control of the Company’s board of directors by filling the vacancies created by that removal with its own nominees.

Removalof Directors. Except in certain cases for directors elected by the holders of any series of preferred stock, a director may be removed only by the affirmative vote of a majority of the outstanding shares entitled to vote. Since Mr. Fogassa effectively holds a majority of the voting power, the other stockholders are effectively prohibited from removing directors.

StockholderMeetings. Special meetings of shareholders, other than those regulated by statute, may be called by the president upon written request of the holders of 50% or more of the outstanding shares entitled to vote at such special meeting. Since Mr. Fogassa effectively holds a majority of the voting power, the other stockholders are effectively prohibited from calling special meetings. This provision may discourage another person or entity from making a tender offer, even if it acquired a majority of the Company’s outstanding voting stock, because the person or entity could only take action at a duly called stockholders’ meeting or by written consent.

Anti-takeoverEffects of Nevada Law

BusinessCombinations with Interested Stockholders

The “business combination with interested stockholders” provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes, or NRS, generally prohibit a Nevada corporation with at least 200 stockholders of record from engaging in various “combination” transactions with any interested stockholder for a period of two years after the date of the transaction in which the person became an interested stockholder, unless the combination is approved by the Company’s board of directors prior to the date the interested stockholder obtained such status or the combination is approved by the Company’s board of directors and at such time or thereafter is approved at a meeting of the stockholders by the affirmative vote of stockholders representing at least 60% of the outstanding voting power held by disinterested stockholders, and extends beyond the expiration of the two-year period, unless:

●

the<br> combination was approved by the Company’s board of directors prior to the person becoming an interested stockholder or the<br> transaction by which the person first became an interested stockholder was approved by the Company’s board of directors before<br> the person became an interested stockholder or the combination is later approved by a majority of the outstanding voting power held<br> by disinterested stockholders; or

●

if<br> the consideration to be paid by the interested stockholder is at least equal to the highest of: (a) the highest price per share paid<br> by the interested stockholder within the two years immediately preceding the date of the announcement of the combination or in the<br> transaction in which it became an interested stockholder, whichever is higher, plus interest compounded annually and less the aggregate<br> amount of any dividends paid per share; (b) the market value per share of common stock on the date of announcement of the combination<br> or the date the interested stockholder acquired the shares, whichever is higher, plus interest compounded annually and less the aggregate<br> amount of any dividends paid per share; or (c) for a holder of preferred stock, the market value of the preferred stock on the date<br> of the announcement of the combination or in the transaction in which it became an interested stockholder, whichever is higher, plus<br> interest compounded annually and less the aggregate amount of any dividends paid per share, if it is higher.

Notwithstanding the foregoing, NRS 78.411 to 78.444, inclusive, do not apply to any combination of a resident domestic corporation with an interested stockholder after the expiration of four years after the person first became an interested stockholder.

A “combination” is generally defined to include (i) mergers or consolidations; (ii) any sale, lease exchange, mortgage, pledge, transfer, or other disposition, in one transaction or a series of transactions, to or with an “interested stockholder” or an affiliate or associate of the interested stockholder having: (a) an aggregate market value equal to more than 5% of the aggregate market value of the assets, determined on a consolidated basis, of the corporation, (b) an aggregate market value equal to more than 5% of the aggregate market value of all outstanding voting shares of the corporation, or (c) more than 10% of the earning power or net income, determined on a consolidated basis, of the corporation; and (iii) certain other transactions with an interested stockholder or an affiliate or associate of an interested stockholder.

In general, an “interested stockholder” is: (i) a person who owns, directly or indirectly, 10% or more of a corporation’s voting stock; or (ii) an affiliate or associate of the corporation who within two years was the beneficial owner, directly or indirectly, of 10% or more of a corporation’s voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire the Company even though such a transaction may offer the Company’s stockholders the opportunity to sell their stock at a price above the prevailing market price.

ControlShare Acquisitions

The “control share” provisions of Sections 78.378 to 78.3793, inclusive, of the NRS apply to “issuing corporations” that are Nevada corporations with at least 200 stockholders of record, including at least 100 stockholders of record who are Nevada residents, and that conduct business directly or indirectly in Nevada. The control share statute prohibits an acquirer, under certain circumstances, from voting its shares of a target corporation’s stock after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporation’s disinterested stockholders at a special or annual meeting of the stockholders. The statute specifies three thresholds: one-fifth or more but less than one-third, one-third but less than a majority, and a majority or more, of the corporation’s outstanding voting power. Generally, once an acquirer crosses one of the above thresholds, those shares in an offer or acquisition and acquired within 90 days immediately preceding the date when the acquiring person became an acquirer become “control shares” and such control shares are deprived of the right to vote until disinterested stockholders restore the right. These provisions also provide that if control shares are accorded full voting rights and the acquiring person has acquired a majority or more of all voting power, all other stockholders who do not vote in favor of authorizing voting rights to the control shares are entitled to demand payment for the fair value of their shares in accordance with statutory procedures established for dissenters’ rights.

A corporation may elect to not be governed by, or “opt out” of, the control share provisions by making an election in its articles of incorporation or bylaws, provided that the opt-out election must be in place on the 10th day following the date an acquiring person has acquired a controlling interest, that is, crossing any of the three thresholds described above. The Company has not opted out of the control share statutes, and will be subject to these statutes if we are an “issuing corporation” as defined in such statutes.

The effect of the Nevada control share statutes is that the acquiring person, and those acting in association with the acquiring person, will obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders at an annual or special meeting. The Nevada control share law, if applicable, could have the effect of discouraging takeovers of the Company.

Exhibit10.10

Translationfrom Original Contract Written in Portuguese and Executed in Brazil

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PRIVATEAGREEMENT FOR THE PURCHASE AND SALE OF MINING RIGHTS

PRIVATEAGREEMENT FOR TOTAL ASSIGNMENT OF MINERAL RIGHTS

MINERAÇÃO E TRANSPORTE ROSA DO VALE LTDA. (“ROSA DO VALE”), a private legal entity, with Federal Taxpayer ID CNPJ/MF [●], with offices at [●], herein represented by its managing member, [●], domiciled at [●], hereinafter referred to as “SELLER / ASSIGNOR”;

BMIXPARTICIPAÇÕES LTDA. (“BMIX”), a private legal entity, with Federal Taxpayer ID CNPJ/MF [●], with offices at Rua da Bahia, 2463, suite 205, Savassi, in Belo Horizonte, state of Minas Gerais, postcode 30160-012, herein represented by its attorney [●], Federal Taxpayer ID [●], domiciled at [●], hereinafter referred to as “PURCHASER / ASSIGNEE”;

jointly to

ATLASLITHIUM CORPORATION (“ATLAS LITHIUM”), a company organized and existing according to the laws of the United States of America, with Federal Taxpayer ID CNPJ/MF [●], herein represented by its attorney [●], being the controlling company of BMIX, and the company responsible for the issuance / supply of the shares of ATLAS LITHIUM, hereinafter referred to as “GUARANTEEING INTERVENING PARTY”;

And further:

BRASIL & ISRAELMINERAÇÃO LTDA. (“BRASIL & ISRAEL”), private legal entity, with Federal Taxpayer ID CNPJ/MF [●], with offices at [●], herein represented by its managing member, [●], identity card [●], domiciled at [●], hereinafter referred to as CONSENTING INTERVENING PARTY;

ROSA DO VALE, BMIX, ATLAS LITHIUM, and BRASIL & ISRAEL, separately referred to as PARTY and jointly hereinafter referred to as “Parties”. The Parties, through this Private Agreement for Purchase and Sale / Assignment of Mining Rights (hereinafter referred to as “Agreement”), agree hereby the clauses and conditions below, freely agreed and accepted, which they undertake to comply with:

BACKGROUND

(i) Whereas ROSA DO VALE is the holder of the Mining Rights Claims with the Brazilian Mining Agency (“ANM”) under numbers 830.224/2020, 830.226/2020, 830.228/2020, 830.229/2020, 830.524/2018, hereinafter referred to as “Mining Rights Claims”, subject matter hereof.

(ii) Whereas Research Permits were granted in Mining Rights Claims 830.224/2020 (Research Permit number 2478/2020), 830.228/2020 (Research permit number 1590/2020), and 830.229/ 2020 (Research permit number 1591/2020) and being well known by everyone that Mining Right Claim 830.226/2020 has not yet granted/published its Research Permit, and, according to the Mining Law (ANM/DNPM Resolution 155/2016, Article 224, §3), it can only be transferred / assigned after the grant / publication of its permit, the proceeding for transfer of the rights will begin on the day after the publication in the Federal Official Gazette of its respective Research Permit;

(iii) Whereas the Mining Rights Claims are for originally for substances of granite and feldspar, having even been filed a Final Research Report for Mining Right Claim 830.524/2018 on Feb 13, 2022;

(iv) Whereas except for the here CONSENTING INTERVENING PARTY identified in the preamble hereof, MINERAÇÃO E TRANSPORTE ROSA DO VALE LTDA. guarantees that there is no other negotiation, OPTION and/or any other agreement and/or document granting any rights to third parties as regards the Mining Rights Claims, and, therefore, there is no other intermediary, assistance and/or people involved in the negotiation of the MINING RIGHTS.

(v) Whereas ATLAS LITHIUM. here the GUARANTEEING INTERVENING PARTY, for being the Controlling Company of the PURCHASER/ASSIGNEE undertakes the joint and several liability for the compliance hereof, in special as regards the bonuses for issuance of its shares to the benefit of the SELLER / ASSIGNOR.

(vi) The Parties expressly represent their knowledge on the full content of said proceedings, their current status and agree to enter this agreement providing for the purchase / assignment of the Mining Rights Claims according to the terms and conditions below.

1.OBJECT

The object hereof is the purchase and sale (total assignment) of the mining rights represented by ANM Mining Rights Claims 830.224/2020, 830.226/2020, 830.228/2020, 830.229/2020, 830.524/2018 held by the SELLER / ASSIGNOR, and the latter undertakes, on an exclusive, irrevocable and indefeasible basis, to sell them to the PURCHASER/ASSIGNEE, promoting the respective total assignment of the Mining Rights Claims upon consent/approval by the Brazilian Mining Agency (ANM).

2.PRICE AND PAYMENT CONDITIONS

2.1. For the acquisition of the Mining Rights Claims, BMIX shall pay the agreed price of two million US Dollars (USD 2,000,000.00) (“CASH AMOUNT”), translated into the Brazilian legal tender according to the PTAX exchange rate of the day of the respective payment as published by the Central Bank of Brazil, and seven hundred and fifty thousand US Dollars (USD 750,000.00) in shares of Atlas Lithium Corporation, a company listed in a stock exchange in the United States of America (“STOCK AMOUNT”) as follows:

a) First Payment: One million, one hundred and fifty thousand US Dollars (USD 1,150,000.00) as follows:

a.1) Four hundred thousand US Dollars (US$ 400,000.00) shall be paid on the date in which the total assignments of the Mining Rights available for BMIX are filed with the ANM, in the Brazilian legal tender through bank deposit in a bank account indicated by the SELLER / ASSIGNOR, the deposit slip serving as proof of payment of said installment.

a.2) Seven hundred and fifty thousand US Dollars (US$ 750,000.00) converted into shares of ATLAS LITHIUM with the issuance of shares by the GUARANTEEING INTERVENING PARTY to the benefit of the SELLER / ASSIGNOR within five (5) business days counted from the entering / execution hereof.

The number of shares to be issued by the Guaranteeing Intervening Party and provided to the Seller/Assignor will be based on the value of seven hundred and fifty thousand US dollars ($750,000.00) divided by the closing price of the ATLAS LITHIUM share on the day of execution of the AGREEMENT, or the next business day if the AGREEMENT is executed on a date when the stock market does not operate in the United States.

b) Second Payment: Five hundred thousand US Dollars ($ 500,000.00) shall be paid within five (5) business days after the publication in the Federal Official Gazette by ANM consenting and authorizing the annotation of the total assignment of the Mining Rights Claims, transferring the rights to BMIX in the mining file (“Transfer”). This payment shall be divided proportionally and equally for each assignment published, that is, the payment of one hundred thousand US dollars ( USD 100,000.00) for each total assignment made/published, paid in Brazilian currency by bank deposit in the current account indicated by the SELLER / ASSIGNOR, the deposit slip serving as proof of payment of the respective installment.

c) Third Payment: One million and one hundred US Dollars (USD 1,100,000.00) corresponding to two hundred and twenty thousand US Dollars (USD 220,000.00) for each Mining Rights Proceeding. This payment shall also be divided proportionally and equally for each assignment made / published. The values shall be paid in ten (10) equal and successive installments of twenty-two thousand US dollars (US$ 22,000.00) per Proceeding assigned, in the Brazilian currency, the first installment of the “Third Payment” being due, in continuity with the previous item (b), thirty (30) days after publication in the Federal Official Gazette by the ANM of the consent / annotation of the Total Assignment of each Mining Rights Proceeding, and the other nine (9) installments, successive on the same day of the subsequent months, through bank deposit in the bank account indicated by the SELLER/ ASSIGNOR, the deposit slip serving as proof of payment of the respective installment.

d) Bonus 1: in the case of verification of mineral resources coming from mineral research through drilling in the MINING RIGHTS areas with the issuance of a report (TECHNICAL REPORT) by an independent company in international format (SK1300) for use in the Stock Exchange (USA) confirming at least five million (5,000,000) tons of spodumene with a minimum average content of 1.3% Li2O; a bonus of one million US Dollars (USD 1,000,000.00) in cash and five hundred thousand US Dollars (USD 500,000.00) converted into shares of ATLAS LITHIUM shall be paid. The number of shares to be issued shall be on the basis of five hundred thousand US Dollars (USD 500,000.00) divided by the closing share price of ATLAS LITHIUM on the date of the issuance of the TECHNICAL REPORT, or the next business day if the TECHNICAL REPORT is issued on a date when the stock market is not operating in the United States.

d.1) the payment in cash shall be made in ten (10) monthly installments of one hundred thousand US dollars (USD 100,000.00), converted into Brazilian currency, the first one being due thirty (30) days after the issuance of the TECHNICAL REPORT and the others on the same days of the subsequent months and, the shares converted into payment shall all be issued upon payment of the first installment.

e) Bonus 2: in the case of verification of mineral resources coming from mineral research through drilling in the MINING RIGHTS areas with the issuance of a report (TECHNICAL REPORT) by an independent company in international format (SK1300) for use in the Stock Exchange (USA) confirming at least ten million (10,000,000) tons of spodumene with a minimum average content of 1.3% Li20; a bonus of one million US Dollars (USD 1,000,000.00) in cash and five hundred thousand US Dollars (USD 500,000.00) converted into shares of ATLAS LITHIUM shall be paid. The number of shares to be issued shall be on the basis of five hundred thousand US Dollars (USD 500,000.00) divided by the closing share price of ATLAS LITHIUM on the date of the issuance of the TECHNICAL REPORT, or the next business day if the TECHNICAL REPORT is issued on a date when the stock market is not operating in the United States.

e.1) the payment in cash shall be made in ten (10) monthly installments of one hundred thousand US dollars (USD 100,000.00), converted into Brazilian currency, the first one being due thirty (30) days after the issuance of the TECHNICAL REPORT and the others on the same days of the subsequent months and, the shares converted into payment shall all be issued upon payment of the first installment.

f) Bonus 3: in the case of verification of mineral resources coming from mineral research through drilling in the MINING RIGHTS areas with the issuance of a report (TECHNICAL REPORT) by an independent company in international format (SK1300) for use in the Stock Exchange (USA) confirming more than ten million (10,000,000) tons; an additional bonus of twenty cents (USD 0.20) shall be paid for each ton of spodumene with minimum average content of 1.3% Li20, without limitation.

f.1) the payments shall always be made in monthly installments of up to one hundred thousand US Dollars (USD 100,000.00), converted into Brazilian currency, up to the completion of the amount to be paid, the first installment becoming due thirty (30) days after the publication of the TECHNICAL REPORT, in which the difference in excess of ten million tons (10,000,000) compared to the measurement of the previous report shall be verified, as well as observing the value of Bonus 2.

2.2. The parties agree that due to the intermediation performed by the CONSENTING INTERVENING PARTY, any and all amounts and installments due by the PURCHASER/ASSIGNEE to the SELLER/ASSIGNOR as a result hereof, whether in cash or in shares as provided for in Clause 2.1, shall be transferred directly by the PURCHASER/ASSIGNEE to the CONSENTING INTERVENING PARTY the agreed percentage of ten percent (10%), upon issuance of the respective Invoice.

2.3. Since payments depend on the closing of foreign exchange, the PARTIES grant BMIX a tolerance of two (2) business days for the payment. A delay of more than two (2) business days in the payment of the agreed installment(s) shall entail a late payment fine of two percent (2%), plus late payment interests of one percent (1%) per month or fraction of month due to the respective PARTY receiving the overdue installment. A delay longer than thirty (30) days shall entail a late payment fine of ten percent (10%) on the amount in arrears, besides late payment interests.

2.4. In the case the ANM refuses to approve and annotate the transfer of the rights on the Mining Rights Claims to the PURCHASER/ASSIGNEE, since it is a contractual requirement, and it is its responsibility the reason for the refusal, it must use all efforts necessary to regularize and carry out the assignment, under penalty of being deemed and notified in default of its obligations, which would entail the termination of the agreement.

2.5. For the purposes of making feasible the payment by the PURCHASER/ASSIGNEE and to provide more reliability for the ANM to agree and annotate the application for Total Assignment, the Parties, after the execution hereof, shall enter a Private Agreement for Total Assignment of the Mining Rights with certified signatures and filed with the Register of Titles and Documents, as provided for in article 234, I of ANM/DNPM Resolution No. 155/2016.

2.6. Once the payments are made as provided for in this agreement, the PARTIES hereby represent that they have no further claims on any account and at any time from BMIX, granting the fullest, absolute, integral, irrevocable and irreversible release as to the subject matter hereof, being satisfied with the amounts negotiated herein, replacing any previous negotiations and/or preliminary agreements entered into between the PARTIES.

3.THE GUARANTEE

3.1. As a guarantee for the regular payment of the installments here agreed for the acquisition of the Mining Rights Claims, BMIX delivers to the SELLER / ASSIGNOR, as a PLEDGE (article 1424 of the Brazilian Civil Code of 2002), besides the Mining Rights Claims 830.224/2020, 830.226/2020, 830.228/2020, 830.229/2020, 830.524/2018, and this guarantee will remain in force up to the full payment of all the amount in cash, amount in shares and the amount of the bonuses as agreed herein. The SELLER / ASSIGNOR may require that a specific Pledge Agreement is entered in separate on these mining assets negotiated hereby or the pledge on the shares of the company BMIX or the issuance to its benefit of a comfort letter or guarantee insurance encompassing and guaranteeing the remaining amount agreed in item 2.1 hereof, less the amounts provenly paid, issued by a financial institution authorized by the Central Bank of Brazil. The SELLER/ASSIGNEE will provide a notice, by email, to the PURCHASER/ASSIGNOR and the latter shall have a term of fifteen (15) days for the required actions and formalizations and signatures of said instruments.

3.2. In the case of default by BMIX for not timely complying with the scheduled payments, BMIX shall be notified of default, and a period of 10 (ten) business days will be provided to regularize and comply with the overdue obligation. The failure to comply with the term established herein shall result in the termination of the contract, the application of the penalties provided herein, as well as the established contractual obligation of BMIX to revert / return to ROSA DO VALE the rights on the respective Mining Rights Claims, through proceedings of Total Assignment of Mining Rights (non-onerous), being hereby expressly committed to effect this proceeding as well as to supply all documents required for returning the title of the Mining Rights to ROSA DO VALE, being authorized to file with the ANM the total non-onerous assignment agreement to be executed within five (5) business days, being further entitled to practice all acts necessary for its annotation.

3.3. In the event of the occurrence set forth in the item above, BMIX undertakes to make and deliver to the respective holder the electronic application for the Total Assignment of Mining Rights Claims subject matter hereof, duly signed by the appropriate party, including all documents necessary for the actual compliance with the Total Assignment to ROSA DO VALE before the ANM within five (5) business days, under penalty of a daily fine in the amount of one hundred thousand Brazilian reals (R$ 100,000.00), as well as to be responsible for all legal costs required for providing its signature for effective transfer of title.

4.THE TECHNICAL REPORT

4.1. For the purposes of determining the bonus provided for in subitems “d”, “e” and “f” of Clause 2.1 above, a TECHNICAL REPORT prepared by an independent firm in international format (SK1300) shall be developed for use on the Stock Exchange (USA) during the drilling work and may contain more than one version as the drilling work progresses, the right to receive any complementary volumes in excess of ten million (10,000,000) tons in the form of subitem f.1 of Clause 2.1 while drilling is going on in the MINING RIGHTS areas, ending any payment obligation after conclusion of the drilling and issuance of the last version of the TECHNICAL REPORT.

4.2. BMIX shall provide to a person indicated by the PARTIES the certificates of laboratory analysis of the samples from the areas subject matter hereof, as well as, upon five (5) day prior notice, to allow a professional designated by the PARTIES to have access to the drilling works and respective depositions.

4.3. The SELLER / ASSIGNOR shall be entitled to obtain access to any data, records, reports, information, results of essays, calculations, opinions, maps, graphics, samples, documents, depositions of drilling and other perforation data, soil samples, pulp, as well as any other information or document related to the Research and Drilling Works, and BMIX shall provide any information already available, within a term of five (5) days, counted from the request by the SELLER / ASSIGNOR in this sense.

4.4. For preparing the TECHNICAL REPORT regarding the areas object hereof, it is foreseen to drill forty (40) to sixty (60) boreholes with an estimated average depth of one hundred (100) meters during a period of eighteen (18) months, starting this period with the publication of the total transfer of the respective mining rights to BMIX.

4.4.1. The deadline and drill hole conditions above refer to the initial BMIX planning, susceptible to adjustment and revision according to the response presented by the drilling work, and there is no obligation to drill a minimum of 40 (forty) holes, and the lithium mining contact criteria in the hole and lithium content that may be found determine the continuity of the holes or not, and there is no obligation to drill holes if the area has no potential for lithium.

4.4.2. If an environmental license must be obtained or if an agreement with the surface landowner is not reached, the work deadline will be extended for the proportional period during any impossibility of continuing the drilling until a solution is reached with the surface landowner and/or the environmental license is issued.

4.5. All the Research Works and the Technical Report shall be made and paid exclusively by BMIX.

5.RIGHTS AND OBLIGATIONS OF THE PARTIES

5.1. ROSA DO VALE shall have the following rights and obligations:

a) To promote, at its own expense, the immediate annotation with the ANM of the agreement for assignment and transfer of title on the mining rights hereunder;

b) To promptly and timely meet any and all requirements made by the ANM related to its information and/or its documents;

c) To assist BMIX in the contact with the surface landowners, and BMIX shall bear any costs for travel, accommodation and meals for any actions outside Araçuaí;

d) To receive the amounts provided for herein;

e) To be in good standing concerning the payment of the annual fees per hectare with the ANM in relation to the Mining Rights Claims object hereof;

5.2. BMIX shall have the following rights and obligations:

a) To promote the agreements with the owners/surface landowners or to take all necessary legal steps to enter the area and thus start the research/surveying works;

b) To timely comply with all environmental and mining laws, any requirement, conditions and/or obligations inherent to the Mining Rights Claims with the ANM or other Department/Autonomous Agency after filing the respective Total Assignment;

c) For the completion of the Mineral Research and its execution, BMIX shall be the sole responsible before the environmental agencies for any liabilities arising from the mineral research, including obtaining the relevant environmental permits and licenses, answering, in particular, but not limited to, for any and all legal noncompliance, environmental damage, fines and/or notices, even if on behalf of ROSA DO VALE;

d) The environmental recovery of the areas degraded/used in the performance of the mineral research, as well as for any environmental liabilities caused;

f) To make the payments as provided for in Clause Two hereof;

5.3. ATLAS LITHIUM, here GUARANTEEING INTERVENING PARTY shall have the following rights and obligations:

a) To have joint and several liability as to compliance, guarantees in general, in particular with respect to the bonus for the issuance of shares held by it (“ATLAS LITHIUM”) to the benefit of the SELLER, as provided in Clause Two.

6.EXPENSES FOR PERFORMING THE BUSINESS

For the execution of the deal, the PURCHASER/ASSIGNEE will bear with the fees and emoluments required by the Notary Public Offices and Registers of Titles and Documents, as well as the National Mining Agency, and is solely responsible for bearing the charges and costs of a “due diligence”.

7.CONFIDENTIALITY

7.1. During the term of effectiveness hereof and for a subsequent period of twenty-four (24) months after its termination, the Parties shall keep strict confidentiality as regards (i) the terms hereof, (ii) the MINING RIGHTS and (iii) the results and research work performed by BMIX (“Absolute Secrecy”), and there may be no presentation and/or conversation about the research work or negotiation of the rights hereof with third parties without the prior express consent by BMIX.

7.2. The RECEIVING PARTY may disclose the Confidential Information to its technical advisors and any other representatives of the receiving party who have a need to know it and who have been informed of its confidential nature.

7.3. For the purposes hereof, the PARTIES agree that Confidential Information shall not include any information that:

a) are or become available to the general public in any manner other than disclosure by the RECEIVING PARTY or any of its Representatives in violation to this Section 7;

b) are necessary or required by the ANM, environmental agencies or any others for maintaining the Mining Rights Claims or that are legally required from the relevant party;

c) are made available to the RECEIVING PARTY, on a non-confidential basis, by sources other than the DISCLOSING PARTY or its Representatives, provided that the RECEIVING PARTY is not aware, in good faith and after investigation, that this information is subject to the confidentiality obligation by the revealing source;

d) in the case the RECEIVING PARTY is compelled to disclose it as a result of the law and rules applicable to the RECEIVING PARTY, lawsuit, court order or request, or relevant governmental departments; or

e) are known, or independently developed, by the RECEIVING PARTY, without violation of the confidentiality obligation, before the disclosure by the DISCLOSING PARTY and/or its Representatives.

7.4. In the case of noncompliance with the Secrecy obligation, the violating party shall be subject to a fine of five hundred thousand Brazilian Reals (R$ 500,000.00) for each violation of secrecy and/or disclosure of confidential information plus losses and damages that might be assessed as a result of the violation.

8.IRREVOCABILITY AND INDEFEASIBILITY

By free and express agreement of the Parties, this agreement is entered on an irrevocable and indefeasible basis, and neither party may claim the right to withdraw from it, except in the event of contractual default by any of the Parties, and the contracting Parties, for themselves, their heirs, successors and assigns in any capacity, have the obligation to strictly comply with all items and conditions agreed herein.

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9.SPECIAL TERMINATION CLAUSE

9.1. Despite the irrevocable and indefeasible basis, it is hereby agreed that if BMIX does not obtain satisfactory results of volume and chemical content of lithium with feasibility of processing as the TECHNICAL REPORT to be issued according to internationally accepted standards of results statement (SK1300), this agreement shall be terminated as regards the bonuses provided for in subitems “d”, “e” and “f” of Clause 2.1 above, upon notification proving the technical and economic unfeasibility, without any burden and penalties to the parties, being due and respected the other values provided for in the first sentence of Clause 2.1, BMIX undertaking to make available to ROSA DO VALE all data obtained with the research work, as well as to comply with all environmental and mining laws, legal and contractual obligations related to the regular processing of Mining Rights Claims.

9.2. The noncompliance with any clause or obligation in this agreement by any of the parties will entitle the non-violating party to terminate this agreement, provided that any noncompliance is not remedied within ten (10) business days after the delivery of an out-of-court notice, subjecting the violating party to the application of the penalties provided for herein as well as to the payment of the Conventional Penalty equal to five percent (5%) of the total of this transaction, as set forth below.

9.3. In the case of termination caused by the PURCHASER/ASSIGNEE, this party shall not be entitled to the recovery of any amounts paid.

9.4. In the case of dismissal of the Final Research Report filed on Feb 13, 2022 in Mining Claim 830.524/2018 and not yet reviewed by the ANM and any (final) administrative and court Appeals, cancelling the Mining Rights, BMIX shall be entitled to a discount of four hundred thousand US Dollars (USD 400,000.00) in cash and one hundred thousand US Dollars (USD 150,000.00) in shares that will be deducted from the last instalments due.

9.5. Notwithstanding the other provisions hereof, this agreement may be legally terminated, by the non-violating party, upon notice with immediate effect, without any obligation to the other Party for any payment, reimbursement and/or damages in the case of order of bankruptcy, court or out-of-court recovery, court or out-of-court winding up or liquidation of any of the Parties.

10.REPRESENTATIONS AND WARRANTIES

10.1. The SELLER / ASSIGNOR and the CONSENTING INTERVENING PARTY represent and warrant to BMIX, representations and warranties that will be valid, true, exact and correct today and that shall be fully ratified as valid, true and correct whenever required:

10.1.1. Authority and Authorization. The SELLER / ASSIGNOR has full capacity, all the authority and authorizations for (i) entering this Agreement and all other documents related to it; (ii) complying with the obligations set forth and undertaken herein and to complete the transactions set forth herein and in the other documents. The execution and formalization hereof by the SELLER / ASSIGNOR and the CONSENTING INTERVENING PARTY and the compliance with their obligations were duly approved and authorized by all their own actions and by third parties necessary, including any required corporate approvals. No other action, act, consent, authorization, approval, or filing with any person, court, Authority, or any third party is required to authorize the execution, formalization, and performance hereof.

10.1.2. Binding Effect. This Agreement and the other documents related to it are a legally valid obligation and bind the SELLER/ ASSIGNOR and the CONSENTING INTERVENING PARTY, who acknowledge all the terms and conditions hereof, undertaking to comply with all the provisions hereof, as well as to immediately notify BMIX on the existence of any act, fact or omission that may harm and/or constitute a violation hereto, as well as to take any action that may be required for the maintenance of the validity and effectiveness of this agreement/business.

10.1.3. Nonexistence of Violation and Consents. Neither the execution and formalization of this Agreement and other documents by the SELLER / ASSIGNOR, nor the performance of any and all of its obligations under this Agreement and the documents related to it (i), violate, conflict with, result in breach or default, give rise to any right of termination or acceleration of any obligation, give rise to the loss of any right or benefit or result in the creation of any Encumbrance on any property, claims or assets of the SELLER / ASSIGNOR, including the mineral rights hereunder, nor otherwise give any other party rights or additional compensation under, or the right to terminate (in whole or in part), nor constitute a default under any agreement to which the SELLER / ASSIGNOR is a party; (ii) violate or conflict with any statute, ordinance, law, rule, regulation, license or permit, judgment or order by any court or other Authority or regulator to which the SELLER / ASSIGNOR, or any of the mineral rights hereunder are subject or bound; and (iii) are dependent upon any consent, approval or authorization of, notice to, or filing or registration with, any person, entity, court or Authority or regulator.

10.1.4. Absence of Litigations and Impediments. To date, there are no MOUs, options or any other agreements in force, actions, lawsuits, investigations or legal, administrative or arbitration proceedings ongoing, filed, initiated or that, to the knowledge of the SELLER/ASSIGNOR and the CONSENTING INTERVENING PARTY, are expected against it or the mining rights hereunder, which could prohibit or restrict the SELLER/ASSIGNOR from consummating the transfer of title provided for herein or in other documents related to it, under penalty of incidence of a fine in the amount of five hundred thousand Brazilian Reals (R$ 500,000.00).

10.2. The PURCHASER/ASSIGNEE represents and warrants to the SELLER/ASSIGNOR and the CONSENTING INTERVENING PARTY, representations and warranties that will be valid, true, exact and correct today and that shall be fully ratified as valid, true and correct whenever required:

10.2.1. Authority and Authorization. The PURCHASER/ASSIGNEE has full capacity, all the authority and authorizations for (i) entering this Agreement and all other documents related to it; (ii) complying with the obligations set forth and undertaken herein and to complete the transactions set forth herein and in the other documents. The execution and formalization hereof by the PURCHASER/ASSIGNEE and the compliance with its obligations were duly approved and authorized by all its own actions and by third parties eventually required. No other action, act, consent, authorization, approval, or filing with any person, court, Authority, or any third party is required to authorize the execution, formalization, and performance hereof.

10.2.2. Binding Effect. This Agreement and the other documents related to it are a legally valid obligation and bind the PURCHASER/ASSIGNEE, who acknowledges all the terms and conditions hereof, undertaking to comply with all the provisions hereof, as well as to immediately notify the SELLER/ASSIGNOR on the existence of any act, fact or omission that may harm and/or constitute a violation hereto, as well as to take any action that may be required for the maintenance of the validity and effectiveness of this Agreement.

10.2.3. Nonexistence of Violation and Consents. Neither the execution and formalization of this Agreement and other documents by BMIX, nor the performance of any and all of its obligations under this Agreement and the documents related to it (i), violate, conflict with, result in breach or default, give rise to any right of termination or acceleration of any obligation, give rise to the loss of any right or benefit or result in the creation of any Encumbrance on any property, claims or assets of BMIX, nor otherwise give any other party rights or additional compensation under, or the right to terminate (in whole or in part), nor constitute a default under any agreement to which BMIX is a party, or to which it or any of its shares, property, goods, credits or assets are subject or bound; (ii) violate or conflict with any statute, ordinance, law, rule, regulation, license or permit, judgment or order by any court or other Authority or regulator to which BMIX, or any of its shares, property, credits or assets are subject or bound; and (iii) are dependent upon any consent, approval or authorization of, notice to, or filing or registration with, any person, entity, court or regulating Authority.

10.3.4. Absence of Litigations. To date, there are no actions, lawsuits, investigations or legal, administrative or arbitration proceedings ongoing, filed, initiated or that, to the knowledge of BMIX, are expected against it or that could prohibit or restrict BMIX from completing the assignment of title provided for herein or in other documents related to it, under penalty of incidence of a fine in the amount of five hundred thousand Brazilian Reals (R$ 500,000.00).

11.MISCELLANEOUS

11.1. Binding and Succession. This Agreement binds the Parties and their respective successors and assigns for any reason, and is an instrument executable out of court for all purposes and effects of the Brazilian Code of Civil Procedure.

11.2. Assignment and Transfer. This Agreement and all the rights granted by it cannot be assigned, encumbered or transferred by any of the Parties without the prior and written consent by the other Party. Any assignment, encumbrance or transfer in noncompliance with the provisions hereof shall be legally ineffective and void.

11.3. Notices. All communications, notices or notifications related to this Agreement that are required or authorized by this Agreement shall be in writing and sent by email to [●] and [●] with proof of receipt, and/or by mail with return receipt to the addresses listed in the preamble of this Agreement, and the PARTY shall keep the other PARTIES updated on any change of address.

11.4. Applicable Law. This Agreement and any demand resulting from it or related to it must be governed and construed according to the laws of the Federative Republic of Brazil.

11.5. Amendments. This Agreement can only be validly amended by means of a written amendment executed by all the Parties. Any acceptance, extension or tolerance by any party as regards the obligations undertaken by the other party in this agreement shall always be on a precarious and limited basis, and shall not constitute a contractual amendment or novation.

11.6. Validity. In case any of the clauses of this instrument is declared null, in whole or in part, for any reason whatsoever, the other clauses will continue in full force, unless as a result of such a declaration this agreement will lose its object.

11.7. Indemnification. Each Party shall be liable and shall indemnify the other for any proven loss or damage resulting from its acts which may in any way, directly or indirectly, affect the other Party or the Mining Rights hereunder. In the case of noncompliance with the obligations undertaken herein, the defaulting Party undertakes to indemnify the non-defaulting Party. The payment of the amount to be due shall include interests, fines, court fees, attorney’s fees and other related expenses (individually, “Damages”), directly resulting from the default.

12.JURISDICTION

The parties elect, on an irrevocable and indefeasible basis, the courts of the city of Belo Horizonte, state of Minas Gerais, as competent to solve any issues arising hereof.

The PARTIES expressly acknowledge the veracity, authenticity, integrity, validity and efficacy of this instrument, formed in digital format and signed, and acknowledge as a valid statement of consent its signature in electronic format and/or by means of electronic certificates, as provided for in article 10, §2, of the provisional presidential decree No. 2200-2, of August 24, 2001.

In witness whereof, the Parties and witnesses electronically sign this instrument.

Belo Horizonte, state of Minas Gerais, January 9, 2023

Digitally signed by [●]

This signature can be verified at http://serpro.gov.br/assinador-digital

MINERAÇÃO E TRANSPORTE ROSA DO VALE LTDA.

Seller / Assignor

Digitally signed by [●]

Date: 2023.01.1o 8:34:32 PM 03’00’

BMIX PARTICIPAÇÕES LTDA.

Purchaser / Assignee

Digitally signed by [●]

Date: 2023.01.11 9:57:53 Am - 03’00’

ATLAS LITHIUM CORPORATION

Guaranteeing Intervening Party

Digitally signed by [●]

Date: 2023.01.10 4:14:22 PM – 03’00’

BRASIL & ISRAEL MINERAÇÃO LTDA.

Consenting Intervening Party

Witnesses:

1. Digitally Signed by [●]

This signature can be verified at http://serpro.gov.br/assinador-digital

2. Digitally Signed by [●]

Date: 2023.01.11 10:44:42 AM – 3’00’

Exhibit31.1

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CERTIFICATION

I, Marc Fogassa, certify that:

(1)	I<br> have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2022 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)	I<br> am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and<br> 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company<br> 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)	I<br> have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors<br> and the audit committee of the company’s board of directors (or persons performing 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> March 30, 2023	/s/ Marc Fogassa
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	Marc<br> Fogassa
	Chief<br> Executive Officer
	(principal<br> executive officer)

Exhibit31.2

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CERTIFICATION

I, Gustavo Aguiar, certify that:

(1)	I<br> have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2022 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)	I<br> am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and<br> 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company<br> 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)	I<br> have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors<br> and the audit committee of the company’s board of directors (or persons performing 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> March 30, 2023	/s/ Gustavo Aguiar
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	Gustavo<br> Aguiar
	Chief<br> Financial Officer
	(principal<br> financial and accounting officer)

Exhibit32.1

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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

I, Marc Fogassa, certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report on Form 10-K of Atlas Lithium Corporation for the fiscal year ended December 31, 2022 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: March 30, 2023	By:	/s/ Marc Fogassa
		Marc Fogassa
		(principal executive 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.

Exhibit32.2

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Certificationof Chief Financial Officer Pursuant to 18 U.S.C. Section 1350,

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

I, Gustavo Aguiar, certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report on Form 10-K of Atlas Lithium Corporation for the fiscal year ended December 31, 2022 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: March 30, 2023	By:	/s/ Gustavo Aguiar
		Gustavo Aguiar
		(Chief Financial 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.