6-K - SGML - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November, 2023

Commission File Number: 001-40786

SigmaLithium Corporation****(Translation of registrant’s name into English)

2200 HSBC Building885 West Georgia StreetVancouver, British ColumbiaV6C 3E8

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ¨    Form 40-F x

EXHIBIT INDEX

Exhibit	Description
99.1	Management’s discussion and analysis for the three and nine months ended September 30, 2023.
99.2	Condensed Interim Consolidated Financial Statements for the three and nine months ended September 30, 2023.

Documents 99.1 and 99.2 of this Report on Form 6-K are incorporated by reference into the Registration Statement on Form F-10 of the Registrant, which was originally filed with the Securities and Exchange Commission on November 5, 2021 (File No. 333-260787).

SIGNATURES

Pursuant to the requirements 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.

	Sigma Lithium Corporation
	(Registrant)
Date: November 14, 2023
	/s/ Ana Cristina Cabral
	Ana Cristina Cabral<br><br>Chief Executive Officer

Exhibit 99.1

SIGMALITHIUM CORPORATION<br><br> <br>MANAGEMENT’S DISCUSSION AND ANALYSIS<br><br> <br>FOR THE THREE & NINE MONTHS ENDED SEPTEMBER 30, 2023<br><br> <br>(Expressed in thousands of Canadian dollars, except per share<br> amounts or unless stated otherwise)

INTRODUCTION & BACKGROUND

This management’s discussion and analysis dated as of November 14, 2023 (this “MD&A”) of the financial condition and results of operations of Sigma Lithium Corporation (“Sigma” or the “Company”) constitutes management’s review of the factors that affected the Company’s financial and operating performance for the three and nine months ended September 30, 2023 and 2022. This MD&A should be read in conjunction with the audited annual financial statements of the Company for the years ended December 31, 2022 and 2021 together with the notes thereto, and the unaudited condensed interim financial statements for the three and nine months ended September 30, 2023 and 2022, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted.

The Company’s financial statements and the financial information contained in this MD&A are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. In the opinion of management, all adjustments (which consist only of normal recurring adjustments) considered necessary for a fair presentation have been included. Information contained herein is presented as of November 14, 2023, unless otherwise indicated.

Unless inconsistent with the context, references in this MD&A to the “Company” or “Sigma” are references to the Company and its subsidiaries.

The Company’s registered office is Suite 2200, 885 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3E8. The Company’s common shares (“Common Shares”) trade under the symbol “SGML” in the United States on Nasdaq and in Canada on the TSX Venture Exchange (“TSXV”). Additionally, Brazilian Depositary Receipts (“BDRs”) trade under the symbol “S2GM34” in Brazil on the B3 exchange.

Further information about the Company and its operations, including the financial statements referred to above and the Company’s annual information form, is available on the Company’s website at www.sigmalithium.ca, at www.sedarplus.ca (SEDAR) and at www.sec.gov (EDGAR).

The information herein should be read in conjunction with the technical report titled “Grota do Cirilo Lithium Project Araçuaí and Itinga Regions, Minas Gerais, Brazil, Amended & Restated Technical Report dated June 12, 2023, and with an effective date of October 31, 2022 for the resource and reserve estimates in such report (the “Restated Technical Report”).

The Restated Technical Report includes information about the Company’s wholly-owned Grota do Cirilo lithium project (the “Project”) in Brazil, such as: (i) the mineral reserve and resource estimates for the Xuxa deposit (“Phase 1”), the Barreiro deposit (“Phase 2”) and the Nezinho do Chicão deposit (“Phase 3” and together with Phase 2, "Phase 2 & 3”); (ii) the results of the updated feasibility study on Phase 1 (the “Phase 1 FS”); and (iii) the results of the preliminary feasibility study on Phase 2 & 3 (the “Phase 2 & 3 PFS”).

Readers should note that the Company has not yet reported or announced a production decision in respect of Phase 2 & 3. The Company expects that it will assess the results of a feasibility study for Phase 2 & 3 before making such production decision. All statements regarding mine development or production in respect of Phase 2 & 3 in this MD&A are expressly qualified by this statement.

Readers should refer to and carefully consider the sections below titled “Risk Factors”, “Cautionary Note Regarding Forward-Looking Information” and “Cautionary Note Regarding Mineral Reserve and Mineral Resource Estimates”.

OUR BUSINESS

Sigma Lithium is a commercial producer of high purity, environmentally conscious, lithium concentrate. The Company’s existing Phase 1 operations and planned tripling of capacity through Phase 2 & 3 expansions represent one of the largest hard rock lithium mining and beneficiation complexes in the Americas. Its assets are located in the municipalities of Araçuaí́ and Itinga in the northeastern part of the state of Minas Gerais, Brazil. The Company owns 100% of the Project indirectly through its wholly-owned subsidiary Sigma Mineração S.A. (“Sigma Brazil”), with the Project area comprised of 29 mineral rights (which include mining concessions, applications for mining concessions, exploration authorizations, applications for mineral exploration authorizations) spread over 185 km^2^, located within the broader 19,000-hectare land package held by Sigma Brazil (containing the Grota do Cirilo, Sao Jose, Genipapo and Santa Clara properties).

| | 1 |

Sigma’s operations are vertically integrated, with the Company’s mines supplying spodumene bearing material to its lithium production and processing plant (the “GreentechPlant”). The Greentech Plant is designed to process 5.5% to 6.0% battery grade high purity lithium concentrate (“GreenLithium”), engineered to the specifications of the Company’s customers in the rapidly expanding lithium-ion battery supply chain for electric vehicles (“EVs”), in an environmentally friendly way through a fully automated and digital dense medium separation (“DMS”) technology process. The Greentech Plant was built after the completion of engineering to the level of FEL-3 stage precision by Primero Group Ltd. (“Primero”) and extensive testing at the Company’s on-site demonstration pilot plant, which has been in operation since late 2018.

In conjunction with its existing and planned mining and beneficiation activities, Sigma remains committed to expanding its 85.6 million tonne Measured, Indicated, and Inferred mineral resource estimate. On November 1, 2023, the Company, in conjunction with its independent certification company SGS Canada, press released early results from its 2023 drill campaign highlighting a potential 26-30 million tonne increase to said resource. This Phase 4 deposit structure is in the Cirilo Grota region, in the same continuous mineralization line to the Phase 2 and Phase 3 deposits. In total, Phase 4 could lift the Company’s cumulative resource estimate to 110 million tonnes. Further, Sigma announced a likely Phase 5 deposit, with initial drilling indicating the potential for an additional 20 million tons of resource.

As the Company’s mission statement has been guided by adhering to the highest level of environmental, social and governance (“ESG”) practices since inception in 2012, the Project is being developed in a sustainable way. Additionally, the Company is focused on social programs promoting sustainable development, inclusion (including on the Company’s Board of Directors (the “Board”)), and upskilling local people in the region where we operate. As a result, the Company has committed to the strategies outlined in Table 1 below, to advance the development of its operations in a responsible and sustainable way. The Company is proud to report that it has successfully delivered on its “net zero carbon” and “zero tailings” programs through the purchase of carbon credit “in-setting” and upcycling its Green By-Products (as described below), achieving “triple zero” production from the onset. Over the longer term, Sigma plans to further build upon its ESG commitments through more innovative programs including increasing its trucking fleet's fuel consumption to a target of approximately 50% biofuels.

Table 1: Summary of Sigma’s ESG-Driven Decisions & Strategies

Governance & Diversity	Sustainable Development	Greentech Plant
CEO<br> / Co- Chairpersons: 100% / 50% female	Phase<br> 1 built as two pits to preserve seasonal stream	Zero<br> net carbon, tailings and hazardous chemicals
Board<br> Independence: 67%
Board<br> Committees Chair Independence: 88%	Social<br> programs / commitment to local hiring and training	Minimal<br> water impact
Board<br> Diversity: 33% female / LGBTQ representation		100%<br> green hydro power

Sigma is taking a phased approach to its operations, with Phase 1 production at the Project successfully initiated in April 2023. Table 2 below highlights the results of the Phase 1 FS and Phase 2 & 3 PFS included in the Restated Technical Report. Phase 1 production of Green Lithium has positioned the Company as a globally relevant Tier 1 lithium producer, with Phase 2 & 3 potentially tripling production (if a production decision is made by the Company following the completion of a feasibility study). The Greentech Plant is planned to potentially have two separate production lines, one for Phase 1 and one for Phase 2 & 3, which will have a similar DMS processing flowsheet and will share certain common plant infrastructure.

Table 2: Highlights of the Phase 1 FS and Phase 2 & 3 PFS Included in the Restated Technical Report

Highlights @ 5.5% Lithium Oxide Concentration	Units	Phase 1			Phase 2 & 3			Phase 1, 2 & 3
Operating Life	(years)		8			12			13
Run-Rate Green Lithium Production	(ktpa)		270			496			766
Run-Rate Lithium Carbonate Equivalent Production	(ktpa)		37			67			104
Total Cash Cost Excluding Royalties (@ Mine Gate)	(US$/tonne)	$	281		$	292		$	289
All-In Sustaining Cost (CIF China)	(US$/tonne)	$	541		$	516		$	523
After-Tax Net Present Value (@ 8% Discount Rate)	(US$ Bn)	$	5.7		$	9.6		$	15.3
After-Tax Internal Rate of Return	(%)		1,282	%		1,207	%		1,273	%
Payback Period	(months)		1.0			1.1			1.2

Phase 1 of the Project also produces a low-grade, high-purity, zero-chemical, hypofine by-product at approximately 1.3% lithium oxide (Li2O), with material market value (“GreenBy-Products”), sold to strengthen Sigma’s ESG-centric approach to pioneer a “zero tailings” environmental sustainability strategy, minimizing the environmental footprint of tailings storage with a positive ecosystem impact, while also generates an additional revenue stream to the company.

| | 2 |

Going forward, Sigma plans to continue evaluating the Phase 2 & 3 expansion, with any formal production decision being subject to and following the completion of a feasibility study (including FEL-3 level estimates).Additionally, Sigma plans to continue all stages of exploration programs, focused on further increasing its mineral resource base and extending the Project’s operating life.

Figure 1: General View of the Phase 1 Greentech Plant Producing “Triple Zero” Green Lithium

Figure 2: Sigma’s Corporate Targets of Creating Value in a Sustainable Way

| | 3 |

OPERATIONAL HIGHLIGHTS

§	Phase<br> 1 commercial production was successfully achieved in early October 2023.
·	Crushing<br> circuit commissioning completed on schedule in February 2023 after commencing in December 2022.
---	---
·	Operational<br> DMS circuit achieved on schedule in April 2023 after commissioning commenced ahead of<br> schedule in January 2023.
---	---
·	Production<br> successfully initiated in April 2023, after receiving the required operating license<br> on March 31, 2023.
---	---
§	During<br> the third quarter the Company had its two first shipments of Green Lithium at an aggregate<br> volume of 37.9 kt and of Green By-Products of 16.5 kt to Yahua International Investment and<br> Development Co., Ltd. (“Yahua”) and Glencore AG (“Glencore”).
---	---
§	Third<br> shipment of 21.0 kt of Green Lithium to Glencore AG (“Glencore”) under<br> the Glencore Offtake (as defined below) completed in early November, 2023.
---	---
§	Formal<br> investment decision for the potential Phase 2 & 3 production expansion to approximately<br> 766,000 tonnes of Green Lithium per year expected to be made in the fourth quarter of 2023<br> after detailed engineering work is completed.
---	---
§	Exploration<br> work remains underway, targeting a further increase in the Company’s total mineral<br> resource estimate expected in the fourth quarter of 2023.
---	---

CORPORATE HIGHLIGHTS

§	Announced<br> Board and management updates in January 2023 including Ana Cabral-Gardner remaining<br> as Chief Executive Officer (“CEO”) and Co-Chairperson of the Board.
§	Announced<br> an offtake transaction with Yahua for the delivery of 15,000 tonnes of Green Lithium along<br> with a three-year agreement to ship 100% of its Green By-Products to Yahua (the “Yahua Offtake”). Through this transaction, Sigma obtained premium pricing for the sale<br> of its Green Lithium at 9% of the lithium hydroxide index and delivered on its “zero<br> tailings” strategy.
---	---
§	Sigma Shareholders appointed<br>Bechara S. Azar, Cesar Chicayban, Lucas Melo and Alexandre Rodrigues Cabral as Independent Directors of the Board as well as the reappointment<br>of Ana Cabral-Gardner as a Director and Chairperson of the Board and Marcelo Paiva as a Director and Co-Chairperson of the Board in June<br>2023.
---	---
§	In<br> July 2023, Sigma began trading its BDRs on B3 (the Brazilian Stock Exchange), which<br> was an initiative of the B3 exchange itself in an effort to make the stock more accessible<br> to Brazilian retail and institutional investors. The BDRs are unsponsored and count on B3<br> as depositary and Sigma has no awareness of the volume and prices traded. The unsponsored<br> BDRs are not regulated by the Brazilian CVM.
---	---
§	In<br> August 2023, Sigma announced management updates, including the appointment of Caio Araujo<br> as Chief Financial Officer (“CFO”) and Raphael Dias as Chief Controls<br> Officer (“CCO”).
---	---
§	In<br> September 2023, Sigma announced an offtake with Glencore for the delivery of Green Lithium<br> and Green By-Products, as it works to establish a relationship with Glencore to build a low<br> carbon, environmentally and socially sustainable global lithium supply chain for EVs (the<br> “Glencore Offtake”).
---	---
§	In<br> October 2023, Sigma announced that it had promoted its Director of Mining, Reinaldo<br> Brandao, Director of Processing, Keith Prentice and Director of Geology & Regional<br> Institutional Relations, Iran Zan to the positions of Co-General Managers at the Project<br> (the “Co-General Managers”).
---	---

| | 4 |

ESG HIGHLIGHTS

§	During<br> an event focused on the women of the region on March 23, 2023, which was attended by<br> the Governor of the State of Minas Gerais and his senior leadership team, the Company announced<br> several updates to its ongoing social inclusion programs:
·	Zero Tailings Program: As discussed above, the Company delivered on its "zero tailings"<br> program in May 2023 through the Yahua Offtake where the Company agreed to sell 100%<br> of its Green By-Products for a period of up to three-years and continued to donate coarse<br> gravel tailings generated from Green Lithium production to help surface local dirt roads<br> in the Jequitinhonha Valley region.
---	---
·	Microcredit For Female Entrepreneurs Program: The Company announced the intention to expand its landmark<br> microcredit program launched for female entrepreneurs of the Jequitinhonha Valley region<br> where the Company operates. There are currently 1,800 female entrepreneurs enrolled in the<br> program, with R$2,000 to be loaned per person, and the goal is to achieve a total enrollment<br> of 10,000 women with an additional investment of up to R$20 million.
---	---
·	Zero Drought for Small Holder Farmers Program: The Company is leading an ongoing project to<br> construct up to 2,000 small basins for water collection in disadvantaged communities of the<br> Jequitinhonha Valley, which will provide relief for the effects of dry season on plantations<br> and livestock in such communities. As of the date of this MD&A, 700 water capture basins<br> have been built in the Araçuaí municipality and 700 in the Itinga municipality.
---	---
·	Water For All Program: Additionally, to further combat the impacts of water scarcity in the<br> Jequitinhonha Valley region, the Company committed to donating up to 3,000 water tanks to<br> residents located in the surrounding areas of the Greentech Plant. As of the date of this<br> MD&A, 138 water tanks have been installed.
---	---
·	Combating Violence Against Women Program: The Company announced its plans to introduce a program,<br> in partnership with the Justice Court of the state of Minas Gerais, targeting domestic abuse<br> against women in the Jequitinhonha Valley region. This program advances the goals of United<br> Nations Sustainable Development Goals (“UN SDGs”) #5 (Gender Equality) and #11<br> (Sustainable Cities and Communities).
---	---
·	Being a Child Program: During the second quarter of 2023, the Company committed to a number<br> of initiatives to help foster sustainable development in the Poco Dantes community, including<br> helping fund the renovation of the school in the community (benefiting approximately 30 children),<br> constructing a bridge to increase connectivity to the larger towns of Araçuaí<br> and Itinga and renovations to outdoor sports facilities.
---	---

| | 5 |

The Road to Net Zero

§	On<br> July 26, 2023, Sigma announced that it achieved operational net zero (carbon neutrality)<br> for its first shipment of Green Lithium and Green By-Products by offsetting the remaining<br> “hard to abate” carbon emitted during the production process both at its Phase<br> 1 mine and Greentech Plant, achieving triple zero production (net zero carbon, zero tailings<br> and zero hazardous chemicals). Zero carbon emissions were achieved ahead of schedule.
§	Sigma<br> had a leading role at the following globally relevant conferences as an ongoing case study<br> in “impact investing in the mining business” and “green battery metals”:
---	---
·	Panelist<br> and participant at the Future Minerals Forum in Riyadh in January 2023 (invited by the<br> Kingdom of Saudi Arabia); and
---	---
·	Referenced<br> as a case study at multiple panels and an active participant in the 2022 United Nations Climate<br> Change Conference in Egypt in November 2022 (“COP27”) (Sigma has<br> been featured year after year since the 2019 COP25 in Madrid for the actions that have been<br> implemented since inception). Multiple members of the senior management team hosted workshops<br> on “Impact Investing in Mining.” CEO and Co-Chairperson Ana Cabral-Gardner was<br> featured as a keynote speaker.
---	---
§	Ana<br> Cabral-Gardner was invited by UN-DESA to host a workshop at the SDG Pavilion at COP-27 where<br> she presented a framework on how to apply UN-SDGs to mining projects globally, in order to<br> measure sustainability and overall economic and social impact.
---	---
§	Additionally,<br> Ms. Cabral-Gardner made the keynote presentation on “circular economy” at<br> COP Investments (hosted by the World Climate Fund), presenting the Company’s strategy<br> to become the first “Zero Tailings” lithium producer by upcycling 100% of its<br> “hazardous chemicals free” tailings from the Greentech Plant.
---	---
§	Ms. Cabral-Gardner<br> also participated in the “Acceleration to Net Zero Series” hosted by McKinsey &<br> Co. with leading sustainability professionals across fields.
---	---

Global Case Study in Environmental Sustainabilityin the Battery Materials Supply Chain

§	Sigma<br> was:
·	a<br> participant in two panels at the Brazil-Canada Conference at the 2023 Prospectors &<br> Developers Association of Canada (“PDAC”) Convention in Toronto in March 2023;
---	---
·	a<br> presenter in the Brazilian Mining Day at PDAC 2023 organized by the Agency for the Development<br> and Innovation of the Brazilian Mining Sector (ADIMB) in March 2023; and
---	---

| | 6 |

PHASE 1 GREENTECH PLANT PRODUCTION PROGRESS

Commissioning & Commercial Production

The Company successfully achieved commercial production in early October, after initiating production on schedule in April 2023. Commissioning and start-up management was led by the Company's operational team and Co-General Managers with the support of third-party local experts of an engineering company. Sigma was able to achieve initial production on schedule as a result of accelerated activity in the fourth quarter of 2022 and first quarter of 2023, with the construction workforce increasing to more than 1,000 in these quarters.

As of the date of this MD&A, the Company has achieved the following significant milestones:

§	Produced<br> 38.8 kt of Green Lithium and 98.3 kt of Green By-Products in the third quarter of 2023;
§	Achieved<br> record 24-hour period production of 890 tonnes of Green Lithium in October 2023 with<br> design recovery of 65% and Greentech Plant utilization rate of 85% achieved during the 24-hour<br> period;
---	---
§	Completed<br> the first two shipments of an aggregate volume of 37.9 kt of Green Lithium and 16.5 kt of<br> Green By-Products to Yahua and Glencore during the third quarter;
---	---
§	Third<br> shipment of 21.0 kt of Green Lithium to Glencore AG (“Glencore”) under<br> the Glencore Offtake (as defined below) completed in early November 2023.
---	---
§	Completed<br> the coarse and fines DMS circuits commissioning and initial production on schedule in April 2023;
---	---
§	Completed<br> the electromechanical assembly of the raw water supply piping and the installation of equipment,<br> including water tanks in February 2023; and
---	---
§	Completed<br> crushing circuit commissioning on schedule in February 2023.
---	---

Refer to Figures 3 to 6 for a visualization of Phase 1 Greentech Plant production progress as of the date of this MD&A as well as Table 3 for a summary of key Phase 1 operating metrics.

Table 3: Summary of Key Phase 1 Operating Metrics

Key Operating Metrics	Unit							Q3-2023
Production
Green Lithium Recovery Rate	(%)	42	%	52	%	52	%		49	%
Green Lithium Production	(kt)	9.7		13.9		15.2			38.8
Grade of Green Lithium Produced	(%)	6.0	%	5.6	%	5.4	%		5.7	%
Green By-Product Production	(kt)	37.8		28.6		31.9			98.3
Sales
Total Net Revenue	(US million)							$	96.4
	(C million)							$	129.9
Operating Costs
C1 Cash Cost	(US/tonne)								487,04
	(C/tonne)								652.23
Total Cash Cost	(US/tonne)								633.50
	(C/tonne)								849.11

All values are in US Dollars.

| | 7 |

Note 1 - C1 - Cash Cost (excludes royalties,depreciation and depletion, freight mine x port, warehousing and distribution cost).

Note 2 - Total Cash Cost (excludes royalties,depreciation and depletion and distribution cost).

Going forward, the Company intends to remain focused on completing the following key workstreams in 2023:

§	Continue<br> operating at nameplate capacity production levels;
§	Continue<br> Detailed Engineering of Phase 2 & 3; and
---	---
§	Advanced<br> and greenfield targets exploration.
---	---
Figure 3: Crushing Circuit	Figure 4: DMS Circuit
---	---
Figure 5: Truck Loading for Delivery to the Port	Figure 6: “Triple Zero” Green Lithium Production

Commercial Agreements

The Company continued to deliver on its strategy of ensuring optimal commercial flexibility while securing premium pricing for its Green Lithium production and delivering on its “zero tailings” strategy through the Yahua Offtake announced on May 26, 2023 and Glencore Offtake announced on September 21, 2023. Pursuant to the agreements, Sigma delivered 15.0 kt of Green Lithium and 16.5 kt of Green By-Products to Yahua. Additionally, Sigma delivered 22.9 kt of Green Lithium and 15.9 kt of Green By-Products to Glencore on September 25, 2023.

In October 2023, the Company entered a new agreement with Glencore for the shipment of 21.0 kt tonnes of Green Lithium, completed in early November 2023.

| | 8 |

Refer to Figures 7 and 8 for a visualization of Sigma’s inaugural shipment in July 2023.

Figure 7: Loading First Shipment of Green Lithium	Figure 8: Loaded Green Lithium

Health & Safety

Health and safety remains Sigma’s primary focus at the operating site, and the Company is proud to report the following achievements as of the date of this MD&A:

§	Substantial<br> Covid-19 suppression, with no cases reported during the first three quarters of 2023 and<br> only 36 cases reported during 2022.
§	100%<br> of the operational workforce vaccinated for Covid-19.
---	---
§	Zero<br> lost time due to injury since construction commenced (approximately 3,102,400 of cumulative<br> total person hours).
---	---

PHASE 1 MINING PROGRESS

As of the date of this MD&A, the Company has achieved the following significant milestones:

§	Achieving<br> full-scale mining in May 2023;
§	Implemented<br> dust, vibration and noise control initiatives during the first quarter of 2023 (including<br> application of polymers on roads and slopes, an automated spray system and road sheeting<br> with coarse reject gravel generated from Greentech Plant production);
---	---
§	Completed<br> the bridge over the Piaui “seasonal stream” that divides the Phase 1 north and<br> south pits to improve transportation efficiency in April 2023;
---	---
§	Completed<br> the seeding of vegetation cover for the initial waste pile slopes (where non-mineralized<br> material will be dry stacked) in February 2023;
---	---
§	Phase<br> 1 south pit pre-stripping completed in February 2023, as the Company plans to simultaneously<br> source feedstock ore from both the north and south pits;
---	---

| | 9 |

Refer to Figures 9 to 12 below for a visualization of Phase 1 mining activities and progress as of the date of this MD&A. Note that the area marked in red in Figures 7 and 8 highlight exposed ore.

Going forward, the Company intends to remain focused on the following workstreams:

§	Continuing<br> to transport stockpiled ore to the run of mine pad to ensure sufficient Greentech Plant ore<br> feed on an ongoing basis; and
§	Continuing<br> to implement grade control systems to optimize mine and processing recovery during production<br> ramp-up.
---	---

Sigma is employing contract mining, with a third party engaged as the Company’s mining contractor.

Figure 9: North Pit Mining	Figure 10: South Pit Mining & Ore Stockpiling

Note: Red circles in Figures 9 and 10 highlightexposed ore.

Figure 11: Piaui Bridge	Figure 12: Ore Stockpiling on “Run of Mine” Pad

PHASE 2 & 3 DEVELOPMENT PROGRESS

During the first three quarters of 2023, the Company continued to advance development work for a potential Phase 2 & 3 production expansion, after announcing the results of the Phase 2 & 3 PFS in December 2022. An illustration of the potential production sequencing in the Phase 2 & 3 PFS is highlighted in Figures 13 and 14 below.

| | 10 |

The Phase 2 & 3 PFS investigated the opportunity to fast-track Phase 3 production and to build a dual plant which could process both Phase 2 and Phase 3 ore feed simultaneously to deliver a greater production increase in 2024 (if warranted by feasibility study) versus the sole Phase 2 expansion originally envisioned in the Phase 2 preliminary feasibility study completed in May 2022. Refer to Figure 12 below for the 3D rendering of the potential Phase 2 & 3 expansion.

Sigma expects to complete a feasibility study for the potential Phase 2 & 3 expansion in the second half of 2023 ahead of making a formal production decision to proceed with Phase 2 & 3. Sigma has appointed DRA Global Limited (“DRA”) to work alongside Promon on the design and potential construction of the Phase 2 & 3 expansion. DRA has been selected for its international experience in advanced mineral processing, specifically with lithium DMS plant design, and its construction management experience.

Figure 13: 3D Rendering of the Phase 1 and Potential Phase 2 & 3 Greentech Plant Expansion

| | 11 |

Figure 14: Planned Expansion of Phase 2 and 3

Note: Figures 13 and 14 show the currentlycontemplated location, but may be changed following completion of detailed engineering.

| | 12 |

EXPLORATION PROGRESS

The current exploration program focus is targeted to complete an initial Phase 4 mineral resource estimate. Phase 4 exploration is located in close proximity to Phase 2 and Phase 3 and would be mined as an additional open pit, if warranted and economically viable based on a feasibility study.

On 1 November, 2023 the Company updated capital markets as to its progress in drilling out and defining additional resource. Notably, Sigma increased the exploration potential of Phase 4 to approximately 26 to 30Mt, with ore body extensions continuing to the east, based on the drilling results received to date. The Exploration Program has significantly increased the size of Murial and Lavra do Meio deposits to potentially 23 to 26 Mt ,with the Company validating additional pegmatites: Maxixe and Tamboril, further increasing the total mineral resource potential. All in, this is a significant 25% potential increase to the Grota do Cirilo mineral resource estimate, delivering further consistent high grade assay results which are to be incorporated into an updated NI 43-101 compliant technical report expected to be released in Q4 2023.

As part of the Exploration Program, Sigma Lithium has also identified additional pegmatites that could potentially yield up to 20 Mt of incremental mineral resource in a potential Phase 5. The Company is conducting significant exploration RC drilling, trench work and sampling, in 57 mineralized pegmatites (out of the 200 pegmatites mapped within the Company’s mineral concessions). The Exploration Program defined the surface area and the weathered mineralogy for these 57 pegmatites. The Accelerated Plan will include drilling exploratory core diamond drill holes into each of these targets.

The Company has increased its exploration efforts in an Accelerated Program: a total of 8 core diamond drills currently operating in the Grota do Cirilo region with 20,000m planned for the next 6 weeks. The current drilling priority is to confirm and further extend the size of the pegmatite swarm at the Phase 4 area.

ESG & SUSTAINABILITYPROGRESS

Sigma’s mission statement and key focus has been guided by making business decisions in a manner consistent with furthering the UN SDGs and adhering to the highest level of ESG practices.

Specifically, Sigma is focused on the following three pillars: (i) sustainable development; (ii) minimizing the environmental impact of our operations; and (iii) improving the lives of those in and around the region where we operate. Further, the Company remains focused on global leadership to increase awareness of our “green battery metals” approach.

Sigma is proud to report the progress made during the first three quarters of 2023 to advance its social and environmental programs, which have been developed to ensure the sustainable operation of the Project and development of the Jequitinhonha Valley region, including social advancement of its population, where we operate.

Social Programs Updates

Sigma’s activities during 2022 and early 2023 related to its social programs are summarized below and visualized in Figures 15 to 22 below.

§	Microcredit Program: The Company has established the microcredit program targeted for female entrepreneurs<br> in the Jequitinhonha Valley region. Through this program, the Company encourages sustainable<br> development by providing microcredit loans of R$2,000 per person, providing mentorship programs<br> and the goal is to achieve a total enrollment of 10,000 women with an additional investment<br> of up to R$ 20 million (equivalent to $5.4 million as at September 30, 2023). The Company<br> is proud to report that 1,800 female entrepreneurs have enrolled in the program, which 1,150<br> have already received the microcredit.
§	ZeroDrought for Small Holder Farmers Program: The Company announced during its participation at COP-27 in Egypt its “Zero Drought<br>for Smallholder Farmers” program, a climate mitigation initiative of building 2,000 rainwater capture basins for smallholder family<br>farmers in the municipalities of Itinga and Araçuaí in the Jequitinhonha Valley. The program reaches approximately 50%<br>of the local rural agricultural lands of the towns of Itinga and Aracuai. These water capture basins are being dug into the ground and<br>located at strategic points to prevent soil erosion during the heavy rainfall season, store water for irrigation of small crops during<br>the nine-month dry season and contribute to increasing the volume of water that will feed the region’s aquifers. The Company is<br>delivering the structures to the municipalities as a donation, which are currently being built via third-party contractors under the<br>supervision of Sigma Lithium’s ESG teams. This program advances the goal of UN SDG #10 (Reduced Inequalities), UN SDG #15 (Life<br>on Land) and UN SDG #13 (Climate Action).
---	---
§	Water For All Program: Additionally, the Company committed has donated 138 water tanks as a<br> further climate mitigation initiative, aimed to increase water security for communities in<br> the Jequitinhonha Valley. The Company also committed to maintain water supply of the tanks<br> by providing water trucks year-round, enhancing water security for the communities. This<br> program, which is now in progress, advances the goals of UN SDG #6 (Clean Water and Sanitation)<br> and UN SDG #13 (Climate Action).
---	---
§	Zero Hunger Action: The Company remained dedicated to humanitarian relief action, continuing<br> to deliver the previously pledged 7,200 food baskets per year, being 600 per month.
---	---
§	Combating Violence Against Women Program: The Company announced its plans to introduce a program,<br> in partnership with the Justice Court of the state of Minas Gerais, targeting domestic abuse<br> against women in the Jequitinhonha Valley region. This program advances the goals of UN SDGs<br> #5 (Gender Equality) and #11 (Sustainable Cities and Communities).
---	---

| | 13 |

| | 14 |

Environmental Programs Updates

Sigma’s activities during 2022 and the first three quarters of 2023 pertaining to its environmental programs are summarized below.

Zero Tailings Program: The Company is proud to report that it delivered on its “zero tailings” program in May 2023, as it executed up to a three-year agreement to sell it 100% of its Green By-Products to Yahua and continued to donate coarse gravel tailings generated from Green Lithium production to help surface local dirt roads in the Jequitinhonha Valley region. Refer to Figures 23 and 24 below for a visualization of the Company’s “zero tailings” program.

| | 15 |

| --- | | SIGMALITHIUM CORPORATION MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE & NINE MONTHS ENDED SEPTEMBER 30, 2023 (Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise) | | --- | | § | Net Zero Carbon Program: The Company is also proud to report that, ahead of schedule, it delivered on its net zero carbon program for its first two shipment of Green Lithium and Green By-Products under the Yahua Offtake in July 2023 and Glencore Offtake in September 2023 by offsetting the remaining “hard to abate” carbon emitted during the production process both at its Phase 1 mine and Greentech Plant, achieving "trip zero production” (net zero carbon, zero tailings and zero hazardous chemicals). The Company effectively lowered its carbon footprint with a series of pioneering initiatives, paving the way forward for the metals and mining sector, including: (i) “zero tailings” as described above; (ii) using zero hazardous chemicals in the DMS process at the Greentech Plant; (iii) water efficiency with 100% sewage water used, which is then recirculated; (iv) 100% renewable energy usage at the Greentech Plant; (v) biodiesel used for its trucking fleet with plans to increase to 50% of fuel consumption by 2024; and (vi) decreased explosives load with computerized load simulation strategies. Due to the low carbon content of Sigma’s production, the Company was able to achieve net zero carbon for 2023 via the purchase of 59,000 tonnes of carbon credits (which are verified through Verra Verified Carbon Standard) from Carbonnext. | | --- | --- | | § | Life Cycle Assessment (LCA): A first LCA was conducted in 2020 intended to assist in project development and improvement, and strategic planning. This study used data taken from Sigma’s 2019 definitive feasibility study. Now in full operation, Sigma is commissioning a new cradle-to-gate, ISO-compliant (ISO-14040/14044) LCA study to start very shortly, and to be completed early in 2024. The study will focus on the production process, meaning that the product's life cycle impact will be assessed from the point of resource extraction to the end gate, which is the designated shipping port. | | --- | --- | | § | Environmental Education Program: More than 784 people from five different communities participated in environmental education programs held by Sigma. Topics covered included water education, where participants were educated about conservation, purification and proper use. The Company promotes a strong dialogue with the communities through this program with the following objectives: (i) raising awareness of the Project’s operations (including the socio-economic and environmental impacts of the Project); (ii) identifying community concerns; (iii) strengthening the relationship with the local community; and (iv) raising awareness of environmental control and monitoring programs. This program advances the goals of UN SDGs #11 (Sustainable Cities and Communities) and #15 (Life on Land). | | --- | --- | | § | Environmental Management & Supervision Plan: During the first three quarters of 2023, Sigma continued to implement procedures and standards related to environmental management pursuant to its Integrated Management System (the “IMS”). The Company completed the IMS in the fourth quarter of 2022 (in advance of initiating production at the Project), which focuses on the key pillars summarized below. This program advances the goals of UN SDGs #12 (Responsible Consumption and Production) and #15 (Life on Land). | | --- | --- | | · | Treatment of Domestic Effluents: A sewage treatment station is to be installed and maintained as necessary. | | --- | --- | | · | Rainwater Drainage System and Containment of Erosion: A drainage system was installed in the fourth quarter of 2022 as part of the Phase 1 Greentech Plant construction, which captures rainwater and pumps it back to the Phase 1 Greentech Plant to be used in the process. The Company also began monitoring regional erosion and the effectiveness of the drainage system and will continue to do so going forward. | | --- | --- | | · | Controlling Atmospheric Emissions and Noise / Vibration Impacts: The Company carries out road wetting (one of the most effective techniques for controlling dust emissions) to ensure that the impacts of dust generation are minimized in the areas surrounding the Project. Vehicles and equipment are also routinely inspected and tuned to minimize gas emissions, noise and fuel consumption. Vibrations and noise are controlled and minimized by the periodic lubrication and maintenance of machines and equipment. Rubber blasting mats that absorb vibrations and control flyrock have also been installed. Sigma regularly monitors the levels of noise, ground vibration, air quality and water quality through accredited laboratories. This data is sent to regulatory agencies. | | --- | --- | | · | Waste Management: The Company has implemented a set of procedures and guidelines for the prevention, mitigation and correction of environmental impacts arising from the handling, storage and disposal of waste. This monitoring system is focused on tracking and ensuring the environmentally correct disposal of waste generated in the construction of the Project. | | --- | --- | | · | Recycling Plan: The Company plans on pursuing a strategy of selling Green By-Products generated from the crushing and dry screening process during production at the Project. This plan enables the Company to further reduce the environmental impact of the Project while providing another source of lithium supply in a tight lithium market. | | --- | --- |

| | 16 |

Corporate Governance Updates

During the first three quarters of 2023, Sigma took steps to further strengthen both its Board and management, which are summarized below.

§	On<br> January 23, 2023, Ana Cabral-Gardner was appointed to remain as CEO and Co-Chairperson<br> of the Board and Felipe Peres as Senior Financial Advisor to the Company.
§	On<br> June 30, 2023, Sigma held its Annual and Special Meeting of Shareholders (“ASM”)<br> where the shareholders of the Company approved the appointment of Bechara S. Azar, Cesar<br> Chicayban, Lucas Melo and Alexandre Rodrigues Cabral as Independent Directors of the Board<br> as well as the reappointment of Ana Cabral-Gardner and Marcelo Paiva as a Directors of the<br> Board. The first Board of Directors’ meeting following the ASM, on July 8, 2023, approved<br> the appointment of Ana Cabral-Gardner and Marcelo Paiva as Co-Chairpersons of the Board.<br> The previous independent Directors of the Company, including Gary Litwack, Frederico Marques<br> and Dana M. Perlman, did not stand for reelection to the Board.
---	---
§	On<br> July 28, 2023, the Company changed its CFO. Caio Araujo, who was hired on June 26,<br> 2023 as CCO replaced the former CFO, and the Senior Financial Controller, Raphael Dias, hired<br> on July 5, 2023, replaced Mr. Araujo as the new CCO.
---	---
§	On<br> October 6, 2023, the Company announced that it had made changes to its leadership at<br> the Project site. Director of Mining, Reinaldo Brandao, Director of Processing, Keith Prentice<br> and Director of Geology & Regional Institutional Relations, Iran Zan were promoted<br> to be the Co-General Managers, leading the operation.
---	---

| | 17 |

Global Sustainability Leadership Updates

Sigma has continued its mission of catalyzing positive global change, enrolling or participating in the following important conferences as a case study in “green battery metals”:

§	Participant<br> in two panels at the Brazil-Canada Conference at the PDAC Convention in Toronto in March 2023;
§	Panelist<br> and participant at the Future Minerals Forum in Riyadh in January 2023 (invited by the<br> Kingdom of Saudi Arabia); and
---	---
§	COP27<br> in Egypt in November 2022 (Ana Cabral-Gardner was a keynote speaker and Sigma presented<br> at two workshops, including UN-DESA, on applying SDGs and best ESG practices in the industry).
---	---

REGULATORY & LICENSING UPDATES

Regulatory Updates

Key regulatory changes that are relevant to the Company and/or the lithium industry that occurred in 2023 are highlighted below.

§	On<br> June 9, 2023, the U.S. Securities and Exchange Commission (the “SEC”)<br> approved the listing standards proposed by the Nasdaq and the NYSE on February 22, 2023,<br> which require all listed companies to adopt and comply with compensation recovery (or “clawback”)<br> policies for incentive-based compensation received by current and former executive officers<br> based on financial statements that are subsequently restated, and to disclose their clawback<br> policies in accordance with SEC rules. Such listing standards will take effect on October 2,<br> 2023; and listed companies have until December 1, 2023 to adopt compliant policies and<br> must begin to disclose such policies and how they apply in the annual reports filed after<br> they adopt such policy.
§	On<br> October 28, 2022, the Government of Canada issued a new policy (the “New ICA Policy”) relating to the treatment of investments by foreign state-owned enterprise<br> (“SOEs”) and foreign-influenced private investors in Canada’s critical<br> minerals sectors under the Investment Canada Act (the “ICA”). The New<br> ICA Policy identified certain minerals that the Government of Canada has determined are essential<br> to Canada’s prosperity in emerging low-carbon and other technology sectors or that<br> contribute to Canada’s national security as vital inputs to defence and high technology,<br> which includes lithium. The New ICA Policy is intended to preserve Canada’s access<br> to critical minerals and to support the government’s critical minerals strategy, which<br> in turn is designed to position Canada as the global supplier of choice for critical minerals.<br> For a further discussion as to how the New ICA Policy and other governmental policies relating<br> to critical minerals may affect the Company’s business, see “Risks Related to<br> the Company’s Business and Securities”.
---	---

On June 9, 2023, the U.S. Securities and Exchange Commission (the “SEC”) approved the listing standards proposed by the Nasdaq and the NYSE on February 22, 2023, which require all listed companies to adopt and comply with compensation recovery (or “clawback”) policies for incentive-based compensation received by current and former executive officers based on financial statements that are subsequently restated, and to disclose their clawback policies in accordance with SEC rules. Such listing standards will take effect on October 2, 2023; and listed companies have until December 1, 2023 to adopt compliant policies and must begin to disclose such policies and how they apply in the annual reports filed after they adopt such policy.

On October 28, 2022, the Government of Canada issued a new policy (the “New ICA Policy”) relating to the treatment of investments by foreign state-owned enterprise (“SOEs”) and foreign-influenced private investors in Canada’s critical minerals sectors under the Investment Canada Act (the “ICA”). The New ICA Policy identified certain minerals that the Government of Canada has determined are essential to Canada’s prosperity in emerging low-carbon and other technology sectors or that contribute to Canada’s national security as vital inputs to defence and high technology, which includes lithium. The New ICA Policy is intended to preserve Canada’s access to critical minerals and to support the government’s critical minerals strategy, which in turn is designed to position Canada as the global supplier of choice for critical minerals. For a further discussion as to how the New ICA Policy and other governmental policies relating to critical minerals may affect the Company’s business, see “Risks Related to the Company’s Business and Securities”.

---

| | 18 |

Licensing Updates

Sigma received an operational license (“LO”) for the Phase 1 north pit and the Greentech Plant on March 31, and for the Phase 1 south pit on April 30, both with a unanimous vote of approval including all the non-governmental organizations involved. This follows the Company filing its request for the LO for the Phase 1 north pit and Greentech Plant on November 16, 2022 and the Phase 1 south pit on January 23, 2023. The receipt of the LO was the last licensing step required for Sigma to produce Green Lithium.

On August 17, 2022, the Company submitted the application for Preliminary and Installation Licenses for Phase 2 to the environmental authority of the state of Minas Gerais, the State Council for Environmental Policy (COPAM) in Brazil.

Following the receipt of the Preliminary and Installation Licenses for Phase 2, the next license to be received in advance of operations commencement is the Operating License which constitutes an administrative inspection when construction is completed.

Litigation Updates

In May 2023, a former secondee of the Company illegally accessed and downloaded confidential information relating to the Company from a virtual data site hosted by a third party. Such information may have been shared with another individual who was formerly employed by the Company. After becoming aware, the Company took steps to prevent any further unauthorized access to the data site. The Company is not aware that any of the confidential information has been shared with any additional third parties. The Company has filed a lawsuit in U.S. federal court and in New York State court against the individuals involved in the misappropriation of the information seeking a return of all of such information and compensatory and exemplary damages. Based on the information available to date, the Company believes that this was an isolated incident and believes that it has taken appropriate steps to prevent a similar occurrence in the future.

SELECTED FINANCIAL INFORMATION

Quarterly Information

Selected consolidated financial information is as follows:

Quarterly Information									2022												2021
(in C millions)	Q3			Q2			Q1			Q4			Q3R*			Q2R*			Q1R*			Q4R*
Total Assets	455.0		$	381.5		$	363.7		$	308.9		$	197.7		$	198.1		$	198.9		$	195.6
Property, Plant & Equipment	232.1			231.8			211.1			158.6			89.3			57.5			44.2			32.7
Working Capital	53.6			12.6			60.6			77.1			76.4			114.2			140.0			150.5
Total Liabilities	236.4			206.9			186.5			125.8			15.2			18,0			9.7			10.7
Net Revenue	129.9			-			-			-			-			-			-			-
Cost of goods sold and distribution	(47.1	)		-			-			-			-			-			-			-
Expenses	(26.7	)		(44.5	)		(29.8	)		(73.1	)		(20.3	)		(21.5	)		(12.2	)		(15.8	)
Income tax and social contribution	(7.1	)		-			-			-			-			-			-			-
Net income (loss) for the Period	48.9			(44.5	)		(29.8	)		(73.1	)		(20.3	)		(21.5	)		(12.2	)		(15.8	)
Basic and diluted earnings (loss) per Share	0.45			(0.43	)		(0.29	)		(0.72	)		(0.20	)		(0.21	)		(0.12	)		(0.18	)

All values are in US Dollars.

Note: working capital is the difference betweencurrent assets and current liabilities (refer to section “Use of Non-GAAP measures”).

*R means restated in relation to the sameperiod presented.

Changes in the Company’s total assets, working capital, liabilities and results were mainly driven by financings and expenses incurred in the period.

| | 19 |

In Q3-2023, total assets increased primarily due to the $73.4 million increase in customers, referring to sales carried out at the end of the third quarter. Total liabilities increased primarily due to the $17.7 million financing and export prepayment agreement; a $17.5 million increase in suppliers; a $8.8 million in Income tax and social contribution; a $ 6.5 million in accounts payable, which effects were partially offset by a $29.6 million decrease in advance from customer upon realization in July 2023.

In Q2-2023, total assets increased primarily due to $20.7 million increase in property, plant and equipment as the Company finalized the commissioning and construction of its Phase 1 Greentech Plant. Total liabilities increased due to a $31.8 million customer advance from Yahua that entered on May 22, 2023.

In Q1-2023, total assets increased primarily due to $54.8 million increase in property, plant and equipment as the Company continued to finalize the commissioning and construction of its Phase 1 Greentech Plant. Total liabilities increased primarily due to a $54.4 million drawn under the Synergy Financing (now fully drawn) and $3.1 million drawn during the quarter under a loan with the Brazilian Development Bank of Minas Gerais (“BDMG”) that was previously entered into on November 14, 2022.

In Q4-2022, total assets increased primarily due to a $69.3 million increase in property, plant and equipment; $16.9 million increase in prepaid expenses and other assets and due from related parties; $13.9 million increase in exploration and evaluation assets; and $11.2 million increase in cash, following the Company closing the Synergy Financing. Total liabilities increased primarily due to the $77.4 million drawn under the Synergy Financing; a $23.1 million increase in accounts payable; a $4.4 million increase in the Company’s asset retirement obligations; a $3.4 million increase in the Company’s lease liability; and a $2.6 million increase in payroll and other taxes.

In Q3-2022, total assets increased primarily due to a $5.5 million foreign exchange gain partially offset by a $4.0 million cash outflow to return the deposit paid by Mitsui under the Mitsui agreement and to terminate the Mitsui agreement and expenses incurred in the period, including $3.3 million of general and administrative expenses and a $1.0 million loss associated with the termination of the Mitsui HOA. Total liabilities decreased primarily due to the elimination of the Company’s $4.0 million deferred revenue liability as a result of the termination of the Mitsui HOA.

In Q2-2022, total assets decreased primarily due to the expenses in the period (including $3.6 million of general and administrative expenses). Total liabilities increased primarily due to the introduction of a $4.9 million royalty agreement call option liability in the period (the “Royalty Agreement CallOption”). This liability is associated with the Company’s opportunity to repurchase a 1.0% net smelter return royalty on the Project for US$3.8 million. As a subsequent event, the Company exercised the Royalty agreement call option on April 13^th^, 2023 and made the associated cash payment.

In Q1-2022, total assets increased primarily due to amounts capitalized in the period (property, plant & equipment and exploration & evaluation assets increased by $8.4 million and $4.1 million, respectively). Total liabilities decreased primarily due to a $2.5 million decrease in accounts payable.

In Q4-2022, the Company, while reviewing the calculation of its lease contracts, identified several contracts which were not previously accounted for under IFRS 16. The Company has restated the 2021 Financial Statements and the Q3-2022, Q2-2022, Q1-2022, Q3-2021, Q2-2021 and Q1-2021 consolidated interim financial information was re-stated in the quarterly information table to account for the contracts which were not previously capitalized, recognizing right-of-use assets and lease liabilities.

Please note Q3-2022, Q2-2022 and Q1-2022 consolidated interim financial information was re-stated in the quarterly information table as they contained an error related to the accounting for stock-based compensation expense. The Company has adjusted its stock compensation expense to account for restricted share units (“RSUs”) which were not previously accounted for.

| | 20 |

Results of Operations

Three Months Ended September 30,2023 versus Three Months Ended September 30, 2022

The following table summarizes the items that resulted in the net income (loss) for the three months ended September 30, 2023 versus the three months ended September 30, 2022, as well as certain offsetting items:

Financial Results	Three Months Ended September 30,
(in C$ 000s)	2023			2022			2023 vs. 2022
Net revenue		129,925			-		129,925
Cost of goods sold and distribution costs		(47,096	)		-		(47,096	)
General & Administrative expenses		(16,581	)		(3,335	)	(13,246	)
Sales expenses		(63,0	)		-		(63,0	)
Restricted Share Units - RSU		2,392			(14,219	)	16,611
Other operating income (expenses), net		(1,879	)		(1,048	)	(831	)
Financial income (expenses), net		(10,664	)		5.471		(16,135	)
Income tax and social contribution		(7,149	)		-		(7,149	)
Net Income / (Loss) for the period		48,885			(13,131	)	62,016

The net income for the three-month period ended September 30, 2023 is primarily attributable to:

§	a<br> $82.8 million generation of gross profit arisen from the initial sales operations;
§	a<br> $16.6 million decrease in expenses associated with restricted share units;
---	---
§	a<br> $13.2 million increase in general and administrative expenses;
---	---
§	a<br> $16.1 million increase in financial expenses; and
---	---
§	the<br> recognition of $7.1 million income tax and social contribution expenses on taxable income<br> generated in the period.
---	---

Net revenue

The Company began exporting this quarter, shipping 37.9 kt of Green Lithium and 16.5 kt of Green By-Products, with total revenues of $129.9 million.

Cost of goods sold and distributioncosts

The following table summarizes the items that resulted in the cost of goods sold and distribution costs in this quarter.

	Three months ended September 30,
		2023
Labor		2,367
Operation of mine		11,158
Freight and cargo		9,680
Depreciation and depletion		4,292
Fuels		4,114
Supplies		3,616
Equipment rental		2,801
CFEM – Financial contribution for mineral exploration		2,599
Maintenance material		1,885
Maintenance service		1,365
Royalties		1,130
Distribution costs		1,090
Other expenses		999
		47,096

| | 21 |

Refer to the table below for a summary of the Company’s net financial results during the quarters.

Financial income and expenses	Three Months Ended September 30,						Change
(in C$ 000s)	2023			2022			2023 vs. 2022
Financial Income		261			-			261
Interest expenses		(4,700	)		-			(4,700	)
Interest expenses - IFRS 16		(135	)		-			(135	)
Bank expenses		(377	)		-			(377	)
Foreign Exchange (Loss) / Gain		(5,297	)		5,489			(10,786	)
Interest on Note Payable		(308	)		(18	)		(290	)
Other expenses		(108	)		-			(108	)
Net Financial Result		(10,664	)		5,471			(16,135	)

Expenses

General and administrative expenses for the three months ended September 30, 2023 of $16.6 million (versus $3.3 million in Q3-2022) are comprised of expenses associated with: (i) salaries and benefits ($5.0 million); (ii) legal services ($4.0 million); (iii) Advertising and public relations ($1.2 million); (iv) Advisory and consulting services ($3.4 million); (v) insurance ($1.3 million); and (vi) other general corporate expenses ($1.6 million). The increase in the Company’s general and administrative expenses during the three months ended September 30, 2023 is mostly due to the Company adding key personnel in anticipation of commencing production at the Phase 1 Greentech Plant in April 2023 and increasing investor relations activity.

Share-based compensation for the three months ended September 30, 2023 of $2.4 million (versus $14.2 million in Q3-2022), mainly due to (i) the reversal of the losses associated with the RSU's due to the resignation of the executive director and (ii) constitution of a provision for RSU's associated with the net zero carbon target.

Other Items

Gain on foreign exchange was a result of the impact that the appreciation of the U.S. dollar had on cash held in U.S. dollars during the period.

Nine Months Ended September 30,2023 versus Nine Months Ended September 30, 2022

The following table summarizes the items that resulted in the net loss for the nine months ended September 30, 2023 versus the nine months ended September 30, 2022, as well as certain offsetting items:

	Nine Months Ended September 30,						Change
(in C$ 000s)	2023			2022			2023 vs. 2022
Net Revenue		129,925			-			129,925
Cost of goods sold and distribution cost		(47,096	)		-			(47,096	)
General & Administrative Expenses		(43,060	)		(8,333	)		(34,727	)
Sales expenses		(331	)		-			(331	)
Restricted Share Units - RSU		(46,626	)		(38,853	)		(7,773	)
Other operating income (expenses), net		(4,789	)		(1,048	)		(3,741	)
Royalty Agreement Call Option		-			(4,892	)		4,892
Financial income (expenses), net		(6,379	)		6,283			(12,662	)
Income tax and social contribution		(7,149	)		-			(7,149	)
Loss for the period		(25,505	)		(46,843	)		21,338

| | 22 |

The lower net loss during the nine months ended September 30, 2023 is primarily attributable to:

§	a<br> $82.8 million generation of gross profit arisen from the initial sales operations;
§	a<br> $7.8 million decrease in expenses associated with restricted share units;
---	---
§	a<br> $34.7 million increase in general and administrative expenses;
---	---
§	a<br> $12.7 million increase in financial expenses; and
---	---
§	the<br> recognition of $7.1 million of income tax and social contribution expenses on taxable income<br> generated in the period;
---	---

Refer to the table below for a summary of the Company’s net financial results during the quarters.

Financial income and expenses	Period Ended September 30,						Change
(in C$ 000s)	2023			2022			2023 vs. 2021
Financial Income		3,652			-			3,652
Interest expenses		(10,576	)		-			(10,576	)
Interest expenses - IFRS 16		(329	)		-			(329	)
Bank expenses		(1,703	)		-			(1,703	)
Foreign Exchange Gain		3,884			6,316			(2,432	)
Interest on Note Payable		(308	)		(33	)		(275	)
Other expenses		(999	)		-			(999	)
Net Financial Result		(6,379	)		6,283			(12,662	)

Expenses

General and administrative expenses for the nine months ended September 30, 2023 of $42.7 million (versus $8.3 million in the nine months ended September 30, 2022) are comprised of expenses associated with: (i) salaries and benefits ($13.1 million); (ii) legal services ($7.3 million); (iii) Advertising and public relations ($3.0 million); (iv) Advisory and consulting services ($9.2 million); (v) insurance ($4.9 million); (vi) tax expenses ($1.6 million); and (vii) other general corporate expenses ($4.0 million). The increase in the Company’s general and administrative expenses during the nine months ended September 30, 2023 is mostly due to the Company adding key personnel in anticipation of commencing production at the Phase 1 Greentech Plant in April 2023 and increasing investor relations activity.

Stock-based compensation for the nine months ended September 30, 2023 of $46.6 million (versus $38.8 million in the nine months ended September 30, 2022) mainly due to (i) constitution of a provision for RSU's associated new beneficiaries and the fair market value of RSUs vested during the period (ii) the reversal of the losses associated with the RSU's due to the resignation of the executive director.

Other Items

Gain on foreign exchange was a result of the impact that the appreciation of the U.S. dollar had on cash held in U.S. dollars during the period.

| | 23 |

EBITDA

	Three<br> Months<br> Ended September 30,
Profit and Loss - Management P&L		CAD		CAD
Revenue from contracts with customers		129,925		129,925
Operating cost (excl. depreciation expense)		(41,714	)	(41,714	)
Distribution cost		(1,090	)	(1,090	)
Gross margin		87,121		87,121
General and administration expense (excl. depreciation expense)		(16,534	)	(42,939	)
Sales expenses		(63	)	(331	)
Stock-based compensation		2,392		(46,626	)
Other net expenses (net)		(1,879	)	(4,789	)
EBITDA		71,037		(7,564	)
EBITDA (%)		55	%	-6	%
Non-recurring general and administration expense		4,569		6,282
Legal & Consultant ^(1)^		2,858		4,300
Others ^(2)^		1,711		1,982
Stock-based compensation ^(3)^		(2,392	)	46,626
Adjusted EBITDA		73,214		45,344
Adjusted EBITDA (%)		56	%	35	%
1)	Legal & Consultation costs are<br> primarily fees associated with the ongoing strategic review process.
---	---
2)	Demurrage and other minor expenses
---	---
3)	Represents non-cash stock-based compensation.
---	---

Liquidity and Capital Resources

Cash Flow Highlights	Three Months Ended Sept. 30,						Nine Months Ended Sept. 30,
(in C$ 000s)	2023			2022			2023			2022
Cash used in Operating Activities		(16,175	)		(8,558	)		(80,319	)		(15,662	)
Cash used in Investing Activities		(14,322	)		(33,462	)		(61,918	)		(59,677	)
Cash provided by Financing Activities		23,544			22			80,958			2,109
Effect of Foreign Exchange on Cash		(522	)		3,899			3,067			4,111
Change in Cash and Cash Equivalents		(7,475	)		(38,099	)		(58,212	)		(69,119	)
Cash & Cash Equivalents – Beginning of Period		45,617			123,285			96,354			154,305
Cash & Cash Equivalents – End of Period		38,142			85,186			38,142			85,186

As at September 30, 2023, the Company had cash and cash equivalents of $38.1 million and working capital of $54.1 million, compared to cash and cash equivalents of $85,2 million and working capital of $76.4 million as at September 30, 2022. Additionally, the Company had total debt outstanding of $150.4 million after closing the Synergy Financing on December 10, 2022 (fully drawn as of the date of this MD&A), drawing $4.4 million from the BDMG Loan in January 2023 and $12,9 million and on August 31, 2023 the Company entered into an export prepayment agreement for $12.9 million.

| | 24 |

Liquidity Outlook

Sigma’s use of cash is currently, and is expected to continue to be, focused on funding ongoing capital needs for operating the Greentech Plant, developing the Project’s growth opportunities (including Phase 2 & 3) and for general corporate expenditures. The Company continuously monitors its cash outflows and seeks opportunities to minimize all costs, to the extent possible, especially general and administrative expenses.

As of September 30, 2023, the Company had $38.1 million in cash and cash equivalents, which compares to the $96.3 million at December 31, 2022. The cash reduction of $58.2 million is mainly related to cash used in operating activities of $80.3 million andcash used in investing activities of $61.9 million, partially offset by cash provided by financing activities of $80.9 million and the effect of foreign exchange on cash of $3.1 million.

Operating Activities

Cash used in operating activities during the three months ended September 30, 2023 was $16.2 million, which compares to $8.5 million during the three months ended September 30, 2022. Additionally, cash used in operating activities during the nine months ended September 30, 2023 was $80.3 million, which compares to $15.7 million during the nine months ended September 30, 2022.

The significant components of operating activities are discussed in the Results of Operations section above.

Investing Activities

Cash used in investing activities during the three months ended September 30, 2023 was $14.3 million, which compares to $33.5 million during the three months ended September 30, 2022. Additionally, cash used in investing activities during the nine months ended September 30, 2023 was $61.9 million, which compares to $59.7 million during the nine months ended September 30, 2022.

The significant components of investing activities are associated with the construction and commissioning of the Phase 1 Greentech Plant.

Financing Activities

Cash provided by financing activities during the nine months ended September 30, 2023 was $80.9 million, which compares to $2.1 million during the nine months ended September 30, 2022.

The three months ended on September 30, 2023 was only consumption of cash in operating and investing activities. The sources of cash during the nine months ended September 30, 2023 was primarily driven by $54.4 million of proceeds drawn in February and March 2023 under the Synergy Financing (now fully drawn), $3.1 million of proceeds drawn in January 2023 from a loan with the BDMG and export prepayment agreement in the amount of $12.9 million.

Sigma’s outstanding capital expenditures for the Phase 1 Greentech Plant as of September 30, 2023 are summarized below.

Capital Expenditures to Commercial Production

Capital Expenditures (in US$ million)	Phase 1 (Year 1)			Phase 2 & 3 (Year 2)
Process Plant	$	69.8		$	96.3
Engineering Services		19.2			23.3
Environmental Equipment (Water & Dry Stacking)		15.8			16.4
Operational & ESG Expenses During Construction		9.8			9.8
Mine		9.2			2.3
Substation & Utility Power Supply		7.4			0.7
Working Capital During Plant Commissioning		6.1			6.1
Tax Incentives (Savings)		(2.6	)		-
Capital Expenditures Disbursed During Construction		(126.7	)		-
Total Capital Expenditures to Commercial Production	$	8.1		$	154.9

| | 25 |

CURRENT SHARE DATA

Issued and outstanding securities of the Company as at the date of this MD&A were as follows:

Common Shares Issued and Outstanding	109.5 million
RSUs	2.9 million
Stock Options	0.1 million
Fully Diluted Number of Common Shares	112.5 million

There are RSUs for 3.0 million Common Shares outstanding (of which an aggregate 0.5 million RSUs to the CEO of the Company vested upon successful execution of Sigma’s net-zero plan, as announced on July 26, 2023). There are stock options exercisable for 100,000 Common Shares outstanding, which have an average exercise price of $14.65 and expire in April 2027.

DISCLOSURE, CONTROLS &PROCEDURES

The CEO and CFO of the Company are responsible for establishing and maintaining disclosure controls and procedures (“DC&P”) for the Company as defined under National Instrument 52-109 (NI 52-109) issued by the Canadian Securities Administrators and in Rule 13a-15(e) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). The DC&P is to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in the securities legislation and include controls and procedures designed to ensure that information required to be disclosed by an issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is accumulated and communicated to the Company’s management, including its certifying officers, as appropriate to allow timely decisions regarding required disclosure. The Company has mapped the DC&P deficiencies and taken the following remediating actions: (i) established a Disclosure Committee led by the CFO that includes senior representatives of all business areas; (ii) held an inaugural meeting of the Disclosure Committee to define roles and responsibilities of the members and the review process; (iii) adopted an annual meeting plan to review the quarterly and annual fillings; (iv) adopted a checklist to be used by the members to identify and communicate matters and events to the attention of the Chair of the Disclosure Committee. The Company is following the designed procedures in the review of its annual fillings for the year ended December 31, 2022. However, as at December 31, 2022 given the failure to meet reporting deadlines, the lack of time to evidence the operation and test the DC&P, and given that the Internal Controls Over Financial Reporting (“ICFR”) continued to show material weaknesses, the CEO and CFO evaluated that there was a material weakness in the design and operation of the Company’s DC&P, which were deemed as ineffective.

Notwithstanding these material weaknesses experienced in 2022, Management concluded that the consolidated financial statements for the year ended December 31, 2022 presented fairly, in all material respects, the financial position of the Company.

INTERNAL CONTROL OVER FINANCIALREPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in NI 52-109 and Rule 13a-15(f) of the Exchange Act, to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of its consolidated financial statements in accordance with IFRS. Under the supervision and with the participation of our Management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon criteria established in Internal Control –Integrated Framework (2013) by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our Management concluded that our internal control over financial reporting was ineffective as of December 31, 2022 due to the material weaknesses described below.

| | 26 |

A material weakness is a deficiency, or a combination of deficiencies, financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Management has identified the following material weaknesses:

§	An<br> ineffective control environment resulting from the failure to disseminate a translated Code<br> of Ethics and relevant training, an insufficient number of trained financial reporting and<br> accounting personnel with the appropriate skills and knowledge and with appropriate assigned<br> authorities, responsibilities and accountability related to the design, implementation and<br> operating effectiveness of financial reporting, as well as insufficient board oversight over<br> the development and performance of internal controls;
§	The<br> insufficient number of personnel described above contributed to an ineffective risk assessment<br> process neccesary to identify all relevant risks of material misstatement, including fraud<br> risks, and to evaluate changes that could impact the system of quality control around processees,<br> as well as the implications of relevant risks on the achievement of objectives, including<br> financial reporting objectives;
---	---
§	An<br> ineffective internal and external information and communication process to ensure the relevance,<br> timeliness and quality of information used in control activities, particularly with respect<br> to documentation of activities and internal communication between Legal and Accounting for<br> new employment (and consulting) contracts entered into by the Company as well as ensuring<br> the communication of the Company’s whistleblower policy;
---	---
§	An<br> ineffective monitoring process to ensure controls are periodically evaluated, results of<br> testing are communicated to senior management and the board of directors and the control<br> deficiencies are tracked for remediation on a timely basis; and
---	---
§	Ineffective<br> control activities due to the (i) failure to deploy general control activities over<br> information technology (ii) failure to document policies and procedures and (iii) failure<br> to document control activities to mitigate risks.
---	---

These material weaknesses had a pervasive impact on the Company’s internal control over financial reporting and resulted in both material and immaterial misstatements to the preliminary consolidated financial statements that were corrected in the audited consolidated financial statements prior to the release of our annual report on Form 40-F. During the third quarter of 2022, it was identified that there were a number of share-based compensation awards within contracts which the Company’s controls failed to detect and account for appropriately in a timely manner. The lack of appropriate controls over the timing of recognition of share-based compensation resulted in the need to restate the interim periods financial statements for the quarters ended June 30, 2022 and March 31, 2022. In addition, during the fourth quarter of 2022, it was identified that several lease contracts were not previously accounted for under IFRS 16. The lack of appropriate controls over complex accounting practices caused the Company to restate the 2021 Financial Statements through a restatement note included in the 2022 Financial Statements to account for the contracts which were not previously capitalized, properly recognizing right-of-use assets and lease liabilities impact on the financials.

These material weaknesses create a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

ATTESTATION REPORT OF THEREGISTERED PUBLIC ACCOUNTING FIRM

The Company engaged KPMG LLP to perform an “integrated audit” which encompassed an opinion on the fairness of presentation of the Company’s audited annual consolidated financial statements for the financial year ended December 31, 2022, as well as an opinion on the effectiveness of the Company’s ICFR. KPMG LLP, the Company’s independent registered public accounting firm, audited the Company's consolidated financial statements and issued an adverse report on the effectiveness of ICFR. KPMG LLP‘s attestation report on the Company’s ICFR was incorporated by reference into the Company’s annual report on Form 40-F under the Exchange Act for the year ended December 31, 2022.

For 2023 the Company engaged KPMG Auditores Independentes Ltda., the Brazilian audit firm, to perform the same scope as that performed in 2022 by KPMG LLP.

| | 27 |

CHANGES IN INTERNAL CONTROLOVER FINANCIAL REPORTING AND REMEDIATION

In addition to the material weaknesses noted above, the following changes in internal control have the potential to materially affect our ongoing internal control financial reporting:

§	The<br> Company engaged external consultants to assist Management in assessing its internal control<br> over financial reporting, mapping all existing control deficiencies and defining remediation<br> plans; and
§	The<br> Company constantly takes measures to improve management oversight of its financial and accounting<br> activities, which includes managerial skills as well as the process of staffing and further<br> strengthening its accounting and financial teams.
---	---

Since the internal control remediation process remains underway, documentation and testing have not been completed at all levels, Management concluded that as of December 31, 2022 there was a material weakness in its internal controls over financial reporting, which were determined to be not effective by Management.

The Company is developing, and has started implementing, remediation plans to address the material weaknesses identified during the December 31, 2022 year end. The Company continues to assess and update its remediation plan during fiscal year 2023, with the goal of remediating all material weaknesses by the end of the year. However, currently it cannot be ensured all the material weaknesses will be remediated by year-end. The following are some of the items the Company has currently started with.

§	Budget process: The Company prepared an annual budget submitted to the Board for approval detailing<br> the investments, expenses and other accounts, which was approved in the first quarter of<br> 2023.
§	IT Investment: During the fourth quarter of 2022, the Company approved the IT plan which<br> encompasses investments in equipment and software, additional headcount, training the users,<br> engaging user support providers, as well as establishing policies and procedures for the<br> IT organization structure, including controls over the definition, acquisition, installation,<br> configuration, integration, and maintenance of the IT infrastructure. The Company plans to<br> address training with material in development with our third-party provider. The Company<br> developed a Data Security Policy and the Access Control Policy that is currently under implementation,<br> together with training designed to the users (under development with our third party provider)<br> to operate in the enhanced IT environment with the view to ensure the ITGC controls are effective.
---	---
§	Code of ethics: Sigma is committed to operate with integrity. The Company is in the process<br> of strengthening the Code of Ethics at all levels and jurisdictions. The Portuguese version<br> of the Code of Ethics will soon be disseminated to all employees, with training sessions<br> to be rolled out, aimed to reach all employees across all jurisdictions during 2023, as part<br> of the process of building a culture of controls and compliance.
---	---
§	Financial statements closing schedule: The Company will develop with the assistance of external<br> providers a detailed financial statements closing schedule identifying all activities, owners,<br> and reviewers to control the preparation, completion and quality of its quarterly and annual<br> financial statements closing processes.
---	---

The financial and accounting team will work with external specialists to bring in expertise and expedite the remediation of control deficiencies at the process level during 2023 with a focus on the implementation of absent controls identified at the risks and controls matrix for process underlying all significant accounts and disclosures. The external specialists with expertise in internal controls implementation are assisting with the development and documentation of the following workstreams related to the internal controls over financial reporting needed to be in compliance with SOX: (i) prepare and review the risks and controls matrix; (ii) establish a Project Management Office to manage the control deficiencies and remediation; (iii) develop and document structured policies and procedures; (iv) test the design, implementation and operating effectiveness of the internal controls after remediation to support the CEO and CFO certifications; and (v) support training content development and conducting training sessions across the Company.

The Company has retained the services of Information Technology consulting assistance and plans to hire an Information Technology officer to manage the Information Technology Environment and the Information Technology General Controls. Currently, the CFO accumulates the IT Officer role.

| | 28 |

Management will continue to review and make necessary changes to the overall design and operation of the Company’s internal control environment, as well as the policies and procedures to improve the overall effectiveness of internal control over financial reporting. The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management concludes, through testing, that these controls are operating effectively. The Company is taking steps toward remediation during the 2023 fiscal year, but still cannot ensure our internal controls environment will be free of material weaknesses by the end of fiscal year 2023.

RELATED PARTY TRANSACTIONS

The Company’s related parties include:

Related Party	Nature of Relationship
A10 Group	A10<br> Group is composed of A10 Serviços Especializados de Avaliação de Empresas Ltda. (“A10 Advisory”),<br> A10 Investimentos Ltda. (“A10 Investimentos”), A10 Partners Participações Ltda. (“A10 Partners”)<br> and A10 Finanças e Capital Ltda. (“A10 Finanças”). The director of the Company, Marcelo Paiva, directly<br> controls A10 Advisory and A10 Finanças and indirectly controls A10 Investimentos and A10 Partners. The CEO, Ana Cabral-Gardner<br> (Co-CEO on December 31, 2022), has a minority stake at A10 Advisory.
Miazga	Miazga<br> Participações S.A is a land administration company in which the CEO of the Company (Co-CEO on December 31, 2022),<br> Ana Cabral-Gardner has an indirect economic interest.
R-Tek	R-Tek<br> Group Pty Ltd. (“R-Tek”) is a corporation in which the former Chief Operating Officer of the Company, is<br> the controlling shareholder.
Arqueana	Arqueana<br> Empreendimentos e Participações S.A. is a land administration company in which the CEO of the Company (Co-CEO on December 31,<br> 2022), Ana Cabral-Gardner has an indirect economic interest.
Tatooine	Tatooine<br> Investimentos S.A. is a land administration company in which the Chief Marketing Officer of the Company, Marina Bernardini, is the<br> controlling shareholder and officer.

Transactions with Related Parties

The related party transactions are recorded at the exchange amount transacted as agreed between the Company and the related party. All the related party transactions have been reviewed and approved by the independent directors of the Company. The financial impact on the Company of the transactions below is not material to the Company.

§	Cost sharing agreement (“CSA”): The Company has a CSA with A10 Advisory where<br> A10 Advisory is reimbursed for secondment staff 100% allocated to the Company, comprising<br> administrative personnel. Many of these positions have now been filled by full-time employees<br> of the Company except for a remaining few that are in the process of being phased out.
§	Leasing Agreements: The Company has right-of-way agreements with Miazga, Arqueana and Tatooine<br> relating to access to the Project.
---	---
§	Note Payable: The Company fully repaid the final installment of $0.3 million to Arqueana in<br> March 2022. The note payable to Arqueana was related to the share exchange agreement<br> dated December 12, 2017, entered by the Company with Arqueana.
---	---
§	Loan Agreement: The Company’s wholly-owned subsidiary, Sigma Brazil entered into a loan<br> agreement dated September 21, 2022 (as amended) with Miazga to fund Miazga’s purchase<br> of property located in the area of interest of the Project, which is to be further transferred<br> to environmental authorities for environmental compensation purposes. The loan agreement<br> provides for the loan of an amount up to R$0.8 million, which is the exact amount spent on<br> the purchase of the property. The purchase agreement and loan are divided into two installments,<br> whereas the first installment was paid, and the second instalment will be paid by the Company<br> to Miazga once the property has successfully been transferred to Miazga.
---	---

| | 29 |

Outstanding Balances and Expenses with Related Parties:

Outstanding Balances and<br><br> <br>Expenses<br><br> <br>(in C$ 000s)	As at September 30, 2023				Nine MonthsEnded Sept. 30,2023			As at December 31, 2022				Nine MonthsEnded Sept. 30,2022
	Pre-Payments /Receivables		AccountsPayable/ Debt		Income / Expenses /Payments			Pre-Payments		AccountsPayable/Debt		Expenses /Payments
A10 Advisory
CSA		-		-		185			-		-		72
Miazga
Lease Agreements		-		157		(7	)		-		42		50
Prepaid Land Lease Offset		99		-		-			103		13		-
Loan Agreement ^(1)^		120		-		-			113		-		112
R-Tek
Service provided		-		-		-			-		242		-
Arqueana
Lease Agreements		-		228		(40	)		-		225		24
Accounts Receivable		356		-		-			4,881		-		-
Note Payable		-		-		-			-		-		270
Tatooine
Accounts Receivable		7,757		-		289			-		-		-

^(1)^As of September 30,2023, 100% of the total loan was drawn.

| | 30 |

NEW IFRS PRONOUNCEMENTS

Amendments to IAS 1 – Presentationof Financial Statements

In October 2022, the IASB issued amendments to IAS 1, Presentation of Financial Statements titled Non-current liabilities with covenants. These amendments sought to improve the information that an entity provides when its right to defer settlement of a liability is subject to compliance with covenants within 12 months after the reporting period. These amendments to IAS 1 override but incorporate the previous amendments, Classification of liabilities as current or non-current, issued in January 2020, which clarified that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Liabilities should be classified as non-current if a company has a substantive right to defer settlement for at least 12 months at the end of the reporting period. The amendments are effective January 1, 2024, with early adoption permitted. Retrospective application is required on adoption. We do not expect these amendments to have a material effect on Q1-2023 financial statements.

Amendment to IAS 1 and IFRS Practice Statement2 - Disclosure of Accounting Policies

In February 2021, the IASB issued amendments to IAS 1, Presentation of Financial Statements and the IFRS Practice Statement 2 Making Materiality Judgements to provide guidance on the application of materiality judgments to accounting policy disclosures. The amendments to IAS 1 replace the requirement to disclose significant accounting policies with a requirement to disclose material accounting policies. Guidance and illustrative examples are added in the Practice Statement to assist in the application of the materiality concept when making judgments about accounting policy disclosures. The amendments are effective January 1, 2023. Prospective application is required on adoption. These amendments did not impact the Q1-2023 financial statements.

RISK FACTORS

The Company is subject to numerous risk factors at any given time (many of which are beyond its control) which could materially adversely impact upon its business, financial condition, results of operations, cash flows, ability to obtain financing and prospects and, as a result, the trading price of the Common Shares. For risk factors faced by Sigma, please refer to its Annual Information Form for the year ended December 31, 2022 in the section titled “Risk Factors” filed on the Company’s profile on SEDAR at www.sedarplus.ca and EDGAR at www.sec.gov, as revised or supplemented as follows:

Risks Related to Resource Development

§	Development of the Project: The Company’s business strategy depends in large part on developing<br> and maintaining the Project as a commercially viable mining operation. Whether a mineral<br> deposit will be commercially viable depends on numerous factors, including: (i) the<br> particular attributes of the deposit, such as size, grade and proximity to infrastructure;<br> (ii) commodity prices, which are highly volatile; and (iii) government regulations,<br> including regulations relating to prices, taxes, royalties, land tenure, land use, importing<br> and exporting of minerals, environmental protection and capital and operating cost requirements.<br> The continuous development and operation of the Project is subject to the Company securing<br> the necessary funding and other resources and is also subject to numerous development and<br> operational risks. Accordingly, there can be no assurance that the Company will be able to<br> maintain the Project as a commercial mining operation.
§	Achieving and managing growth: The Project is at the beginning of the operating stage and is facing<br> a substantial increase in skilled personnel and operational support as the Project transitions<br> to a more consolidated operating stage. The Company’s ability to succeed in concluding<br> the development to commercial operations depends on a number of factors, including management’s<br> ability to manage this transition, the availability of working capital, and the ability to<br> recruit and train additional qualified personnel (and, where appropriate, to engage third<br> party contractors with qualified personnel).
---	---

Development of the Project: The Company’s business strategy depends in large part on developing and maintaining the Project as a commercially viable mining operation. Whether a mineral deposit will be commercially viable depends on numerous factors, including: (i) the particular attributes of the deposit, such as size, grade and proximity to infrastructure; (ii) commodity prices, which are highly volatile; and (iii) government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals, environmental protection and capital and operating cost requirements. The continuous development and operation of the Project is subject to the Company securing the necessary funding and other resources and is also subject to numerous development and operational risks. Accordingly, there can be no assurance that the Company will be able to maintain the Project as a commercial mining operation.

Achieving and managing growth: The Project is at the beginning of the operating stage and is facing a substantial increase in skilled personnel and operational support as the Project transitions to a more consolidated operating stage. The Company’s ability to succeed in concluding the development to commercial operations depends on a number of factors, including management’s ability to manage this transition, the availability of working capital, and the ability to recruit and train additional qualified personnel (and, where appropriate, to engage third party contractors with qualified personnel).

---

| | 31 |

Risks Related to the Company’s Business and Securities

§	Risks of future losses and going concern: The Company’s ability to continue as a going<br> concern is dependent upon the ability to ultimately generate future profitable operations<br> and obtain the necessary financing to meet its obligations and repay its liabilities arising<br> from normal business operations when they come due. The Company has reported net losses and<br> comprehensive losses for the years ended December 31, 2022 and 2021. The Company had<br> a cash balance of $38.1 million as of September 30, 2023 and believes it will be capable<br> of generating more cash from its operations and considers it will continue as a going concern<br> at least for the next twelve months. The Company’s business does not currently operate<br> on a self-sustaining basis and until it is successfully able to fund its expenditures from<br> its revenues, its ability to continue as a going concern is dependent on obtaining additional<br> debt financing to fund long-term expenditures related to the construction of the Phase 1<br> Greentech Plant.
§	Significant shareholder influence: To the Company’s knowledge, as of the date hereof, A10 Investimentos<br> Fundo de Investimento de Ações - Investimento No Exterior (“A10 Fund”)<br> holds approximately 43.6% of the outstanding Common Shares. For as long as it directly or<br> indirectly maintains a significant interest in the Company, A10 Fund may be in a position<br> to affect the Company’s governance and operations. As a result of its shareholdings,<br> A10 Fund has the ability, among other things, to approve significant corporate transactions<br> and delay or prevent a change of control of the Company that could otherwise be beneficial<br> to minority shareholders. A10 Fund generally will have the ability to control the outcome<br> of any matter submitted for the vote or consent of the Company’s shareholders. In some<br> cases, the interests of A10 Fund may not be the same as those of the other minority shareholders,<br> and conflicts of interest may arise from time to time that may be resolved in a manner detrimental<br> to the Company or minority shareholders (including conflicts of interests that result from<br> certain officers and directors being involved with the A10 Fund). The effect of this influence<br> may be to limit the price that investors are willing to pay for Common Shares.
---	---

Risks of future losses and going concern: The Company’s ability to continue as a going concern is dependent upon the ability to ultimately generate future profitable operations and obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company has reported net losses and comprehensive losses for the years ended December 31, 2022 and 2021. The Company had a cash balance of $38.1 million as of September 30, 2023 and believes it will be capable of generating more cash from its operations and considers it will continue as a going concern at least for the next twelve months. The Company’s business does not currently operate on a self-sustaining basis and until it is successfully able to fund its expenditures from its revenues, its ability to continue as a going concern is dependent on obtaining additional debt financing to fund long-term expenditures related to the construction of the Phase 1 Greentech Plant.

Significant shareholder influence: To the Company’s knowledge, as of the date hereof, A10 Investimentos Fundo de Investimento de Ações - Investimento No Exterior (“A10 Fund”) holds approximately 43.6% of the outstanding Common Shares. For as long as it directly or indirectly maintains a significant interest in the Company, A10 Fund may be in a position to affect the Company’s governance and operations. As a result of its shareholdings, A10 Fund has the ability, among other things, to approve significant corporate transactions and delay or prevent a change of control of the Company that could otherwise be beneficial to minority shareholders. A10 Fund generally will have the ability to control the outcome of any matter submitted for the vote or consent of the Company’s shareholders. In some cases, the interests of A10 Fund may not be the same as those of the other minority shareholders, and conflicts of interest may arise from time to time that may be resolved in a manner detrimental to the Company or minority shareholders (including conflicts of interests that result from certain officers and directors being involved with the A10 Fund). The effect of this influence may be to limit the price that investors are willing to pay for Common Shares.

---

In addition, the potential that A10 Fund may sell Common Shares in the public market or in private transactions, as well as any actual sales of Common Shares in the public market or in private transactions, could adversely affect the market price of the Common Shares.

Risks Related to cyber-security

The Company is subject to risks associated with its information technology systems and cyber-security, such as the misappropriation of the Company’s confidential information noted above, the disclosure of which could have an adverse effect on the Company.

CRITICAL ACCOUNTING ESTIMATES

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the financial position reporting date, that could result in a material adjustment to the carrying amounts of assets and liabilities, relate to, but are not limited to, the following:

§	Valuation of share-based payment transactions: The valuation of the Company’s share-based<br> payment transactions requires the use of estimates and valuation techniques. Measurement<br> of the Company’s RSUs that contain market-based conditions is based on a Monte Carlo<br> pricing model which uses various inputs and assumptions. Changes in these assumptions result<br> in changes in the fair value of these instruments and a corresponding change in the amount<br> recognized in profit or loss. Judgement is also required in determining grant date and in<br> estimating when non-market performance conditions are expected to be met.
§	Mineral reserves and mineral resources: Proven and probable mineral reserves are the economically<br> mineable parts of the Company’s measured and indicated mineral resources demonstrated<br> by at least a preliminary feasibility study. The Company estimates its proven and probable<br> mineral reserves and measured and indicated and inferred mineral resources based on information<br> compiled by appropriately qualified persons. The estimation of future cash flows related<br> to proven and probable mineral reserves is based upon factors such as estimates of commodity<br> prices, foreign exchange rates, future capital requirements and production costs along with<br> geological assumptions and judgments made in estimating the size and grade of the mineral<br> ore body. Changes in the proven and probable mineral reserves or measured and indicated and<br> inferred mineral resources estimates may impact the carrying value of the property, plant<br> and equipment, asset retirement obligations, recognition of deferred tax amounts and depreciation,<br> depletion, and amortization.
---	---

Valuation of share-based payment transactions: The valuation of the Company’s share-based payment transactions requires the use of estimates and valuation techniques. Measurement of the Company’s RSUs that contain market-based conditions is based on a Monte Carlo pricing model which uses various inputs and assumptions. Changes in these assumptions result in changes in the fair value of these instruments and a corresponding change in the amount recognized in profit or loss. Judgement is also required in determining grant date and in estimating when non-market performance conditions are expected to be met.

Mineral reserves and mineral resources: Proven and probable mineral reserves are the economically mineable parts of the Company’s measured and indicated mineral resources demonstrated by at least a preliminary feasibility study. The Company estimates its proven and probable mineral reserves and measured and indicated and inferred mineral resources based on information compiled by appropriately qualified persons. The estimation of future cash flows related to proven and probable mineral reserves is based upon factors such as estimates of commodity prices, foreign exchange rates, future capital requirements and production costs along with geological assumptions and judgments made in estimating the size and grade of the mineral ore body. Changes in the proven and probable mineral reserves or measured and indicated and inferred mineral resources estimates may impact the carrying value of the property, plant and equipment, asset retirement obligations, recognition of deferred tax amounts and depreciation, depletion, and amortization.

---

| | 32 |

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this MD&A, the Company does not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on the financial performance or financial condition of the Company, including, and without limitation, such considerations as liquidity and capital resources.

CAPITAL MANAGEMENT

The Company manages its capital with the following objectives:

§	To<br> ensure sufficient financial flexibility to achieve its ongoing business objectives, namely<br> funding future growth opportunities (including potential production expansions through the<br> development of the Project’s Phase 2 and Phase 3 deposits); and
§	To<br> maximize shareholder returns through enhancing its share value.
---	---

The Company monitors its capital structure and adjusts according to market conditions to meet its objectives, given the current outlook of the business and industry in general. The Company may manage its capital structure by issuing new shares, raising debt, repurchasing outstanding shares, adjusting capital spending, or disposing of assets. The capital structure is reviewed by management and the Board on an ongoing basis.

The Company considers its capital to be equity, comprising share capital, contributed surplus, accumulated other comprehensive loss and deficit, which on September 30, 2023, totaled $220.2 million (September 30, 2022: $183.1 million). The Company’s capital management objectives, policies, and processes remained unchanged during the three and nine months ended September 30, 2023.

The Company manages capital through its financial and operational forecasting processes. The Company reviews its operating expenditures, and other investing and financing initiatives based on activities related to the Project.

FINANCIAL RISK FACTORS

The Company’s activities expose it to a variety of financial risks: credit risk, liquidity risk, and market risk (including interest rate risk, foreign currency risk, and price risk).

The fair values of cash and cash equivalents, accounts payable, export prepayment agreement, due from related party and note payable approximate their carrying values due to the short term to maturity of these financial instruments.

| | 33 |

Credit Risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash and cash equivalents and to accounts receivable from customers. The Company’s cash and cash equivalents are held with established institutions for which management believes the risk of loss to be remote.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure it will have sufficient liquidity to meet liabilities when due. To the extent the Company does not believe it has sufficient liquidity to meet obligations, it will actively manage its expenses along with capital expenditures, while it seeks additional equity or debt funding.

As of September 30, 2023, the carrying amount of the financial liabilities, measured using the amortized cost method are described below. Their corresponding maturities are evidenced below:

Contractual Obligations
Suppliers	37,425				37,425
Accounts payable and accrued liabilities	13,085	2,354			15,439
Export prepayment agreement	27,298	118,712			146,010
BDMG	344	1,305	1,252	1,499	4,400
Lease liabilities	2,089	2,523	1,203	405	6,220

Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign exchange rates.

Interest Rate Risk

The Company has cash and cash equivalent balances. The Company’s current policy is to invest surplus cash balances with high rated banks in the jurisdictions it has a presence in, such as Canada and Brazil. As of September 30, 2023, the Company had $38.1 million of cash and cash equivalents. The Company’s exposure to risk of changes in market interest rates relates primarily to interest earned on its cash balances.

This risk arises from short and long-term financial investments, financing and export prepayment linked to fixed and floating interest rates of the CDI (Selic) e BSBY, exposing these financial assets and liabilities to interest rate fluctuations as shown in the sensitivity analysis framework.

The effects on assets and liabilities, considering scenarios 1 and 2 are shown below:

Changes in interest rates and exchange rates
Assets
Cash and cash equivalent	CDI	1,651	209	230	251
Liabilities
Export prepayment agreement	BSBY	132,685	7,890	8,679	9,468
BDMG	Selic	4,4	561	617	673

| | 34 |

Foreign Currency Risk

The Company’s functional currency is Real and the presentation currency is the Canadian dollar and certain purchases and salaries are held in Canadian dollars. The Company also has significant balances in U.S. dollars that are subject to foreign currency risk.

The Company is exposed to foreign currency risk on fluctuations related to cash and cash equivalents, receivables, export prepayment agreement, accounts payable, accrued liabilities and other liabilities denominated in U.S. dollars.

The Company had the following balances in the prescribed currencies:

(in $ 000s)
Canadian Dollar
Cash and cash equivalents	1,470		39,030
Current liabilities	3,250		2,238
U.S. Dollar
Cash and cash equivalents	27,942		28,704
Accounts receivable from customers	56,083		-
Current liabilities	(10,321	)	(3,800	)
Non-current liabilities	(90,212	)	(60,114	)

The Company considered scenarios 1 and 2 as 10% and 20% of deterioration for volatility of the currency, using as reference the closing exchange rate as of September 30, 2023.The effects on the profit and loss balances, considering scenarios 1 and 2 are shown below

	September 30, 2023 (unaudited)			Scenario 1		Scenario 2
Exposure total in Canadian Dollars		(1,780	)		658		1.317
Exposure total in U.S. dollars		(16,508	)		2,235		4,470

Changes in Directors and Management

At the beginning of August, Caio Araujo assumed as the new CFO of Sigma. Mr. Araujo joined Sigma on June 26, 2023 as Chief Controls Officer and recently replaced the former CFO. Mr. Araujo has 33 years of experience in finance and controlling, having built his career in auditing and consulting in global capital markets, accounting and controlling of a multi-segment company acting in the steel, iron ore, cement, energy and logistics industries. Before joining Sigma, Mr. Araujo was Controlling and Treasury Director of a telecommunication company. Mr. Araujo has bachelor degrees in accounting and business administration and has a MBA in Production Engineering from Escola Politecnica of the University of San Paulo (USP) and a MBA in Corporate Finance and Investment Banking from Foundation Institute of Administration (FIA).

Raphael N. Dias joined as Chief Controls and Human Resources Officer on July 5, 2023. Raphael has over 22 years of experience in corporate finance. Prior to join Sigma, he served as LATAM Controller Vice-president of Cargill Agrícola S.A., and prior to that, as Controlling Director of Nike do Brasil S.A. Mr. Dias started his career in 2001 at Deloitte Touch Tohmatsu in the Assurance Team, within an international experience of almost two years in San Jose, CA. Raphael holds a BA in Economics from Instituto Presbiteriano Mackenzie, a BA in Accounting from Universidade Paulista and a MBA from Universidade de São Paulo – ESALQ. Mr. Dias just started a M.Sc. in Administration at Instituto de Ensino e Pesquisa – INSPER, with an expected conclusion in April 2025.

| | 35 |

Matthew DeYoe joined the Company as Executive Vice President for Corporate Affairs and Strategic Development on October 26, 2023, based in the United States. Prior this, Mr. Deyoe was the leading coverage research director for lithium and chemical companies over the past four years for Bank of America and has also held positions on the buy-side at hedge funds where he specialized in chemical, lithium, and energy investments. Mr. Deyoe holds a Bachelor of Science degree in Business Administration from Georgetown University and is a CFA charterholder.

Brian Talbot resigned as COO on September 30, 2023, on account of health reasons. Reinaldo Brandao, head of Mining, Keith Prentice, head of Processing, and Iran Zan, head of Geology & Regional Institutional Relations, were promoted to be the Co-General Managers, leading the operation on site.

QUALIFIED PERSON

Mr. Porfirio Cabaleiro Rodriguez, M.Eng., FAIG, GE21 Consultoria Mineral, is the “qualified person” under National Instrument 43-101 (“NI 43-101”) who reviewed and approved the technical information disclosed in this MD&A.

CAUTIONARY NOTE REGARDINGFORWARD-LOOKING INFORMATION

Certain information and statements in this MD&A may constitute “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking statements” within the meaning of U.S. securities legislation (collectively, “Forward-Looking Information”), which involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such Forward-Looking Information. All statements, other than statements of historical fact, may be Forward-Looking Information, including, but not limited to, mineral resource or mineral reserve estimates (which reflect a prediction of the mineralization that would be realized by development). When used in this MD&A, such statements generally use words such as “may”, “would”, “could”, “will”, “intend”, “expect”, “believe”, “plan”, “anticipate”, “estimate” and other similar terminology. These statements reflect management’s current expectations regarding future events and operating performance and speak only as of the date of this MD&A. Forward-Looking Information involves significant risks and uncertainties, should not be read as guarantees of future performance or results, and does not necessarily provide accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the Forward-Looking Information, which is based upon what management believes are reasonable assumptions, and there can be no assurance that actual results will be consistent with the Forward-Looking Information.

In particular (but without limitation), this MD&A contains Forward Looking Information with respect to the following matters: statements regarding anticipated decision making with respect to the Project; capital expenditure programs; estimates of mineral resources and mineral reserves; development of mineral resources and mineral reserves; government regulation of mining operations and treatment under governmental and taxation regimes; the future price of commodities, including lithium; the realization of mineral resource and mineral reserve estimates, including whether mineral resources will ever be developed into mineral reserves; the timing and amount of future production; currency exchange and interest rates; expected outcome and timing of environmental surveys and permit applications and other environmental matters; potential positive or negative implications of change in government; the Company’s ability to raise capital and obtain project financing; expected expenditures to be made by the Company on its properties; successful operations and the timing, cost, quantity, capacity and quality of production; capital costs, operating costs and sustaining capital requirements, including the cost of construction of the processing plant for the Project; and competitive conditions and the ongoing uncertainties and effects in respect of the military conflict in Ukraine.

Forward-Looking Information does not take into account the effect of transactions or other items announced or occurring after the statements are made. Forward-Looking Information is based upon a number of expectations and assumptions and is subject to several risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those disclosed in or implied by such Forward-Looking Information. With respect to the Forward-Looking Information, the Company has made assumptions regarding, among other things:

§	General<br> economic and political conditions (including but not limited to the impact of the continuance<br> or escalation of the military conflict between Russia and Ukraine, and economic sanctions<br> in relation thereto).

| | 36 |

Although management believes that the assumptions and expectations reflected in such Forward-Looking Information are reasonable, there can be no assurance that these assumptions and expectations will prove to be correct. Since Forward-Looking Information inherently involves risks and uncertainties, undue reliance should not be placed on such information.

In addition, Forward Looking Information with respect to the potential outlook and future financial results contained in this MD&A is based on assumptions noted above and about future events, including economic conditions and proposed courses of action, based on management's assessment of the relevant information available as at the date of such information. Readers are cautioned that any such information should not be used for purposes other than for which it is disclosed.

The Company’s actual results could differ materially from those anticipated in any Forward-Looking Information as a result of various known and unknown risk factors, including (but not limited to) the risk factors referred to under the heading “Risk Factors” in this MD&A. Such risks relate to, but are not limited to, the following:

§	There<br> can be no assurance that market prices for lithium will remain at current levels or that<br> such prices will improve.

| | 37 |

| --- | | SIGMALITHIUM CORPORATION MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE & NINE MONTHS ENDED SEPTEMBER 30, 2023 (Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise) | | --- | | § | The market for EVs and other large format batteries currently has limited market share and no assurances can be given for the rate at which this market will develop, if at all, which could affect the success of the Company and its ability to develop lithium operations. | | --- | --- | | § | Changes in technology or other developments could result in preferences for substitute products. | | --- | --- | | § | New production of lithium hydroxide or lithium carbonate from current or new competitors in the lithium markets could adversely affect prices. | | --- | --- | | § | Phases 2 and 3 of the Project are at development stage and the Company’s ability to succeed in progressing through development of such phases to commercial operations will depend on a number of factors, some of which are outside its control. | | --- | --- | | § | The Company’s financial condition, operations and results of any future operations are subject to political, economic, social, regulatory and geographic risks of doing business in Brazil. | | --- | --- | | § | Inflation in Brazil, along with Brazilian governmental measures to combat inflation, may have a significant negative effect on the Brazilian economy and, as a result, on the Company’s financial condition and results of operations. | | --- | --- | | § | Violations of anti-corruption, anti-bribery, anti-money laundering and economic sanctions laws and regulations could materially adversely affect the Company’s business, reputation, results of any future operations and financial condition. | | --- | --- | | § | Corruption and fraud in Brazil relating to ownership of real estate could materially adversely affect the Company’s business, reputation, results of any future operations and financial condition. | | --- | --- | | § | The Company is subject to regulatory frameworks applicable to the Brazilian mining industry which could be subject to further change, as well as government approval and permitting requirements, which may result in limitations on the Company’s business and activities. | | --- | --- | | § | The Company’s operations are subject to numerous environmental laws and regulations and expose the Company to environmental compliance risks, which may result in significant costs and have the potential to reduce the profitability of operations. | | --- | --- | | § | Physical climate change events and the trend toward more stringent regulations aimed at reducing the effects of climate change could have an adverse effect on the Company’s business and future operations. | | --- | --- | | § | As the Company does not have any experience in the operation of a mine, processing plants and related infrastructure, it is more difficult to evaluate the Company’s prospects, and the Company’s future success is more uncertain than if it had a more proven history of developing a mine. | | --- | --- | | § | The Company’s future production estimates are based on existing mine plans and other assumptions which change from time to time. No assurance can be given that such estimates will be achieved. | | --- | --- | | § | The Company may experience unexpected costs and cost overruns, problems and delays during construction, development, mine start-up and operations for reasons outside of the Company’s control, which have the potential to materially affect its ability to fully fund required expenditures and/or production or, alternatively, may require the Company to consider less attractive financing solutions. | | --- | --- | | § | The Company’s capital and operating cost estimates may vary from actual costs and revenues for reasons outside of the Company’s control. | | --- | --- | | § | The Company’s operations are subject to the high degree of risk normally incidental to the exploration for, and the development and operation of, mineral properties. | | --- | --- | | § | Insurance may not be available to insure against all such risks, or the costs of such insurance may be uneconomic. Losses from uninsured and underinsured losses have the potential to materially affect the Company’s financial position and prospects. | | --- | --- |

| | 38 |

| --- | | SIGMALITHIUM CORPORATION MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE & NINE MONTHS ENDED SEPTEMBER 30, 2023 (Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise) | | --- | | § | The Company is subject to risks associated with securing title, property interests and exploration and exploitation rights. | | --- | --- | | § | The Company is subject to strong competition in Brazil and in the global mining industry. | | --- | --- | | § | The Company may become subject to government orders, investigations, inquiries or other proceedings (including civil claims) relating to health and safety matters, which could result in consequences material to its business and operations. | | --- | --- | | § | The Company’s mineral resource and mineral reserve estimates are estimates only and no assurance can be given that any particular level of recovery of minerals will in fact be realized or that identified mineral resources or mineral reserves will ever qualify as a commercially mineable (or viable) deposit. | | --- | --- | | § | The Company’s operations and the development of its projects may be adversely affected if it is unable to maintain positive community relations. | | --- | --- | | § | The Company is exposed to risks associated with doing business with counterparties, which may impact the Company’s operations and financial condition. | | --- | --- | | § | Any limitation on the transfer of cash or other assets between the Company and the Company’s subsidiaries, or among such entities, could restrict the Company’s ability to fund its operations efficiently or the ability of its subsidiaries to distribute cash otherwise available for distributions. | | --- | --- | | § | The Company is subject to risks associated with its reliance on consultants and others for mineral exploration and exploitation expertise. | | --- | --- | | § | Pandemics could have a material adverse effect on the Company’s business, operations, financial conditions and stock price. | | --- | --- | | § | The current military conflict in Ukraine and the economic or other sanctions imposed may impact global markets in such a manner as to have a material adverse effect on the Company’s business, operations, financial condition and stock price. | | --- | --- | | § | If the Company is unable to ultimately generate sufficient revenues to become profitable and have positive cash flows, it could have a material adverse effect on its prospects, business, financial condition, results of operations or overall viability as an operating business (including its ability to repay the Synergy Financing, in respect of which, substantially all of the Company’s consolidated assets have been secured). | | --- | --- | | § | The Company is subject to liquidity risk and therefore may in the future have to include a “going concern” note in its financial statements. | | --- | --- | | § | The Company may not be able to obtain sufficient financing in the future on acceptable terms, which could have a material adverse effect on the Company’s business, results of operations and financial condition. In order to obtain additional financing, the Company may conduct additional (and possibly dilutive) equity offerings or debt issuances in the future. | | --- | --- | | § | Western governmental actions in respect of critical minerals may affect the Company's business. | | --- | --- | | § | The Company may be unable to achieve cash flow from operating activities sufficient to permit it to pay the principal, premium, if any, and interest on the Company’s indebtedness, or maintain its debt covenants. | | --- | --- | | § | The Company has not declared or paid dividends in the past and may not declare or pay dividends in the future. | | --- | --- | | § | The Company has increased costs as a result of being a public company both in Canada listed on the TSXV and in the United States listed on the Nasdaq, and its management is required to devote further substantial time to United States public company compliance efforts. | | --- | --- | | § | If the Company does not maintain implement and maintain adequate and appropriate internal controls over financial reporting as outlined in accordance with NI 52-109 or the Rules and Regulations of the SEC, the Company will have to continue to report a material weakness and disclose that the Company has not maintained appropriate internal controls over financial reporting. | | --- | --- |

| | 39 |

Readers are cautioned that the foregoing lists of assumptions and risks are not exhaustive. The Forward-Looking Information contained in this MD&A is expressly qualified by these cautionary statements. All Forward-Looking Information in this MD&A speaks as of the date of this MD&A. The Company does not undertake any obligation to update or revise any Forward-Looking Information, whether as a result of new information, future events, or otherwise, except as required by applicable securities law. Additional information about these assumptions, risks, and uncertainties is contained in the Company’s filings with securities regulators, including the Company’s most recent annual and interim MD&A and annual information form, which are available on SEDAR at www.sedarplus.ca.

| | 40 |

CAUTIONARY NOTE REGARDINGMINERAL RESERVE & MINERAL RESOURCE ESTIMATES

Technical disclosure regarding the Company’s properties included in this document has not been prepared in accordance with the requirements of U.S. securities laws. Without limiting the foregoing, such technical disclosure uses terms that comply with reporting standards in Canada and estimates are made in accordance with NI 43-101. Unless otherwise indicated, all mineral reserve and mineral resource estimates contained in the technical disclosure have been prepared in accordance with NI 43-101 and the CIM Definition Standards.

NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 differs significantly from the disclosure requirements of the SEC generally applicable to U.S. companies. Accordingly, information contained in this MD&A is not comparable to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements.

| | 41 |

| --- |

Exhibit 99.2

SIGMALITHIUM CORPORATIONUNAUDITED CONDENSED INTERIMCONSOLIDATED FINANCIALSTATEMENTS

THREEAND NINE-MONTH ENDED

SEPTEMBER30, 2023 and 2022

(EXPRESSEDIN THOUSANDS OF

CANADIANDOLLARS)

MANAGEMENT'S RESPONSIBILITYFOR FINANCIAL REPORTING

The accompanying unaudited condensed interim consolidated financial statements of Sigma Lithium Corporation (the "Company") are the responsibility of management and have been approved by the Company's Board of Directors (the "Board").

The unaudited condensed interim consolidated financial statements have been prepared by management on a going concern basis in accordance with International Accounting Standard 34 Interim Financial (“IAS 34”) as issued by the International Accounting Standards Board (“IASB”). When alternative accounting methods exist, management has chosen those it deems most appropriate in the circumstances. Financial statements are not exact since they include certain amounts based on estimates and judgments. Management has determined such amounts on a reasonable basis in order to ensure that the interim consolidated financial statements are presented fairly, in all material respects.

The Board is responsible for ensuring that management fulfills its responsibilities for financial reporting and is ultimately responsible for reviewing and approving the interim consolidated financial statements. The Board carries out this responsibility principally through its Audit Committee.

The Audit Committee is appointed by the Board, and all of its members are independent directors. The Audit Committee meets at least four times a year with management, and with the independent auditors, at least for the year-end audit, to discuss internal controls over the financial reporting process, auditing matters and financial reporting issues, to satisfy itself that each party is properly discharging its responsibilities, and to review the quarterly unaudited condensed interim consolidated financial statements, and the audited consolidated financial statements for the year and the independent auditors’ report thereof. The Audit Committee reports its findings to the Board for consideration when approving the consolidated financial statements for issuance to the shareholders. The Audit Committee also considers, for review by the Board and approval by the shareholders, the engagement of the independent auditors. KPMG Auditores Independentes Ltda is the independent auditor engaged for 2023 audit

"Ana<br> Cabral Gardner"
Chief Executive Officer and Co-Chairperson
"Caio Márcio<br> Martins de Araújo"
Chief Financial Officer

| - 2 - |

| --- |

Sigma Lithium Corporation

CondensedInterim Consolidated Statements of Financial Position (Expressed in thousands of Canadian dollars)

	September 30,			December 31,
	2023			2022
	Unaudited
ASSET
Current assets
Cash and cash equivalents (note 3)		38,142			96,354
Customers (note 4)		73,492			-
Inventories (note 5)		21,797			-
Due from related party (note 16)		370			4,984
Advance to suppliers		9,441			1,714
Tax recoverable		3,252			419
Prepaid expenses and other assets (note<br> 6)		6,869			11,113
Total current assets		153,363			114,494
Non-current assets
Due from related party (note 16)		7,962			-
Prepaid expenses and other assets (note 6)		85			204
Deferred income tax and social contribution (note 13)		1,757			-
Property, plant and equipment (note 7)		232,138			158,574
Exploration and evaluation assets (note 8)		59,706			35,636
Total assets		455,011			308,908
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Suppliers (note 9)		37,425			24,307
Financing and export prepayment agreement (note 10)		27,642			-
Advances from customers (note 11)		2,127			-
Taxes payable (note 12)		4,594			3,070
Income tax and social contribution		8,800			-
Accounts payable		9,399			1,936
Royalty agreement option (note 7)		-			5,081
Payroll and related charges		2,902			409
Royalties		1,112			-
Lease liability (note 14)		2,089			680
Accrued social projects (note 17)		2,173			-
Accrued liabilities		1,513			1,959
Total current liabilities		99,776			37,442
Non-Current Liabilities
Financing and export prepayment agreement (note 10)		122,768			77,438
Taxes payable (note 12)		136			-
Accrued liabilities		2,354			1,386
Lease liability (note 14)		4,131			2,989
Asset retirement obligations (note 15)		7,216			6,547
Total Non-Current liabilities		136,605			88,360
Total liabilities		236,381			125,802
Shareholders' equity
Share capital (note 19)		373,043			276,711
Contributed surplus		64,680			103,936
Accumulated other comprehensive income (loss)		923			(3,030	)
Accumulated losses		(220,016	)		(194,511	)
Total shareholders' equity		218,630			183,106
Total liabilities and shareholders'<br> equity		455,011			308,908

The accompanying notes are an integral part of the unaudited condensed interim consolidated financial statements.

| - 3 - |

| --- |

SigmaLithium Corporation

Basis of preparation (note 2)

Related parties (note 16)

Approved on behalf of the Board:

(Signed) "Ana Cabral Gardner"	, Director

| - 4 - |

| --- |

Sigma Lithium Corporation

Unaudited Condensed Interim Consolidated Statements of Profit (Loss)and Comprehensive Income (Loss)

(Expressed in thousands of Canadiandollars, except for shares and per share amounts)

	Three-Month<br> Ended<br> September 30,						Nine-Month<br> Ended<br> September 30,
	2023			2022			2023			2022
Net<br> operating revenue (note 21)		129,925			-			129,925			-
Cost of goods<br> sold (note 22)		(46,006	)		-			(46,006	)		-
Distribution<br> costs (note 22)		(1,090	)		-			(1,090	)		-
Gross profit		82,829			-			82,829			-
Operating<br> expenses
Sales expenses<br> (note 22)		(63	)		-			(331	)		-
General and<br> administrative expenses (note 22)		(16,581	)		(3,335	)		(43,060	)		(8,333	)
Stock-based<br> compensation (note 26)		2,392			(14,219	)		(46,626	)		(38,853	)
Loss on heads<br> of agreement termination		-			(1,048	)		-			(1,048	)
Royalty agreement<br> call option (note 7)		-			-			-			(4,892	)
Other operating<br> income (expenses) (note 24)		(1,879	)		-			(4,789	)		-
Total Operating<br> expenses		(16,131	)		(18,602	)		(94,806	)		(53,126	)
Financial<br> income (expenses), net (note 23)		(10,664	)		5,471			(6,379	)		6,283
Income<br> (loss) before income tax and social contribution		56,034			(13,131	)		(18,356	)		(46,843	)
Income taxes<br> and social contribution - current (note 13)		(8,930	)		-			(8,930	)		-
Income taxes<br> and social contribution – deferred (note 13)		1,781			-			1,781			-
Net<br> income (loss) for the period		48,885			(13,131	)		(25,505	)		(46,843	)
Other comprehensive<br> income (loss)
Amounts<br> that may be reclassified subsequently to profit and loss
Cumulative<br> translation adjustment		(3,074	)		(59	)		3,953			564
Net<br> income (loss) and comprehensive loss for the period		45,811			(13,190	)		(21,552	)		(46,279	)
Earning (loss) per common<br> share
Equity<br> holders of the Company
Basic<br> and diluted earnings (losses) per common share (note 20)	$	0.45		$	(0.13	)	$	(0.24	)	$	(0.47	)
Weighted<br> average number of common shares outstanding - basic and diluted		109,080,313			100,740,728			107,480,535			100,393,973

The accompanying notes are an integral part of the unaudited condensed interim consolidated financial statements.

| - 5 - |

| --- |

Sigma Lithium Corporation

UnauditedCondensed Interim Consolidated Statements of Cash Flows (Expressed in thousands of Canadian dollars)

Nine Months Ended September 30,
Operating activities
Net loss for the period	(25,505	)	(46,843	)
Adjustments for:
Depreciation and depletion	4,339		64
Income tax and social contribution<br> - current and deferred	7,149		-
Stock-based compensation	46,626		38,853
Interest and additions on notes payable	-		33
Accrual social projects	2,173		-
Accrual liabilities	683		-
Cost transactions (note 10)	790		-
Interest due loans and leases	2,880		-
Accretion of asset retirement obligation	308		-
Realized foreign exchange loss (gain)<br> on notes payable	-		41
Deferred revenue termination agreement<br> (Mitsui)	-		(4,007	)
Foreign exchange loss (gain) on other<br> assets and liabilities	(7,403	)	(6,316	)
Royalty agreement call option	-		4,892
Adjusted income (loss) for the<br> period	32,040		(13,283	)
Changes in non-cash working capital items:
Customers	(74,669	)	-
Prepaid expenses and other assets	(8,799	)	(523	)
Inventories	(20,345	)	-
Advance to suppliers	(7,613	)	-
Related parties (note 15)	(9,176	)	-
Suppliers	7,468		-
Advance from customers	1,757		-
Amounts payable and other liabilities	(1,663	)	(2,265	)
Payroll and other taxes	2,364		433
Interest payment of leases and financing	(1,683	)	(24	)
Net cash used in operating activities	(80,319	)	(15,638	)
Investing activities
Addition to exploration and evaluation assets	(12,443	)	(11,871	)
Purchase of property, plant and equipment	(49,475	)	(47,806	)
Net cash used in investing activities	(61,918	)	(59,677	)
Financing activities
Proceeds from warrants exercised	-		2,345
Proceeds from stock options exercised	-		89
Financing and Export prepayment	80,958		-
Repayment of note payable	-		(325	)
Net cash provided by financing activities	80,958		2,109
Effect of exchange rate changes on cash held in foreign<br> currency	3,067		4,111
Net (decrease) in cash and cash equivalents	(58,212	)	(69,119	)
Cash and cash equivalents, beginning of period	96,354		154,305
Cash and cash equivalents, end of period	38,142		85,186
Non-cash transactions
Addition in PP&E – right of use – IFRS 16<br> -	3,190		-
Capitalized interest	3,799		-
PP&E suppliers outstanding balances	4,828		-
Non-cash effects	11,817		-

The accompanying notes are integral part of the unaudited condensed interim consolidated financial statements.

| - 6 - |

| --- |

Sigma Lithium Corporation

Condensed Interim ConsolidatedStatements of Changes in Shareholders’ Equity (Expressed in thousands of Canadian dollars, except per share amounts, and number of shares, unless otherwise indicated)


Balance, January 1^st^, 2022	99,377,349	224,820	30,881		(3,519	)	(67,119	)	185,063
Exercise of warrants	532,860	3,218	(873	)	-		-		2,345
Exercise of RSUs	974,983	3,603	(3,603	)	-		-		-
Stock-based<br> compensation	-	-	44,586		-		-		44,586
Exercise of stock options	40,000	169	(80	)	-		-		89
Loss for the<br> period	-	-	-		-		(46,843	)	(46,843	)
Other<br> comprehensive income for the period	-	-	-		564				564
Balance,<br> September 30, 2022 (unaudited)	100,925,192	231,810	70,911		(2,955	)	(113,962	)	185,804
Balance, January 1^st^, 2023	104,710,042	276,711	103,936		(3,030	)	(194,511	)	183,106
Exercise of RSUs (note 26)	4,680,331	96,332	(96,332	)	-		-		-
Stock-based<br> compensation (note 26)	-	-	57,076		-		-		57,076
Loss for the<br> period	-	-	-		-		(25,505	)	(25,505	)
Other<br> comprehensive income for the period	-	-	-		3,953		-		3,953
Balance,<br> September 30, 2023 (unaudited)	109,390,373	373,043	64,680		923		(220,016	)	218,630

The accompanying notes are integral part of the unaudited condensed interim consolidated financial statements.

| - 7 - |

| --- |

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim ConsolidatedFinancial Statements Three and Nine-Month Periods Ended September 30, 2023 and 2022

(Expressed in thousandsof Canadian dollars, except per share amounts, and number of shares, unless otherwise indicated)

1.	Nature of operations

Sigma Lithium Corporation (the “Company”), together with its direct and indirect subsidiaries, is leading global producer of green lithium dedicated to powering the next generation of electric vehicles with carbon neutral, responsibly sourced chemical grade lithium concentrate. Sigma Lithium has been at the forefront of environmental and social sustainability in the EV battery materials supply chain and it is currently producing Triple Zero Green Lithium from its Grota do Cirilo Project in Brazil. Phase 1 of the project is expected to produce 270,000 tonnes of Triple Zero Green Lithium annually (36,700 LCE annually). If it is determined to proceed after completion of an ongoing feasibility study, Phase 2 & 3 of the project are expected to increase production to 766,000 tonnes annually (or 104,200 LCE annually). The project produces Triple Zero Green Lithium in its state-of-the-art Greentech lithium plant that uses 100% renewable energy, 100% recycled water and 100% dry-stacked tailings.

The company is located in Vancouver, Canada and incorporated under the Canada Business Corporations Act. The Company’s common shares commenced trading on Nasdaq Capital Market (“Nasdaq”) under the symbol “SGML” and on the TSX Venture Exchange (the “TSXV”) under the symbol “SGML”.

These unaudited condensed interim consolidated financial statements include the Company’s wholly owned subsidiary Sigma Lithium Holdings Inc. (“Sigma Holdings”), which is domiciled in Canada and incorporated under the Business Corporations Act (British Columbia), and its indirect wholly owned Brazil-incorporated subsidiary Sigma Mineração

S.A. (“Sigma Brazil”).

Sigma Brazil holds a 100% interest in four mineral properties: Grota do Cirilo, São Jose, Santa Clara, and Genipapo, located in the municipalities of Araçuaí and Itinga, in the Vale do Jequitinhonha region (referred as thereafter as “Jequitinhonha Valley”) in the State of Minas Gerais, Brazil (together, the “Lithium Properties”).

On July 24, 2023 Sigma Lithium began trading its Brazilian Depositary Receipts (“BDR’s”) on B3, the Brazilian Stock Exchange. The listing was an initiative of the B3 exchange itself, in an effort to make the stock more accessible to Brazilian retail and institutional investors. The BDRs are unsponsored and count on B3 as depositary and Sigma has no awareness of the volume and prices traded. The unsponsored BDRs are not regulated by the Brazilian Securities Exchange (CVM).

The Company's sales operations began in July 2023 and in the third quarter the company had signed contracts to sell 70,285 tonnes of Green Lithium and Green By-Products. Exploration work is still ongoing, with focus on increasing the Company's total mineral resource estimate.

Going Concern

These unaudited condensed interim consolidated financial statements have been prepared on a going concern basis on the assumption that the Company will continue to operate for the next 12 (twelve) months and foreseeable future and be able to realize its assets and discharge its liabilities in the normal course of its business.

2.	Basis of preparation

These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34 – Interim Financial Reporting.

These unaudited condensed interim consolidated financial statements do not include all disclosures required by IFRS for annual audited consolidated financial statements and accordingly should be read in conjunction with the Company’s annual audited consolidated financial statements for the year ended December 31, 2022.

The accounting policies, accounting estimates and judgments, risk management and measurement methods applied in these unaudited condensed interim consolidated financial statements are consistent with those used in the Company’s audited annual consolidated financial statements for the year ended December 31, 2022, except for the new accounting policies below, that is being adopted for the first time on these quarterly financials:

·	Note<br> 5 – Inventories;
·	Note<br> 13 – Income tax and social contributions;
·	Note<br> 21 – Net operating revenue.

| - 8 - |

| --- |

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim ConsolidatedFinancial Statements Three and Nine-Month Periods Ended September 30, 2023 and 2022

(Expressed in thousandsof Canadian dollars, except per share amounts, and number of shares, unless otherwise indicated)

Function currency and presentation currency

A company's functional currency is the currency of the main economic environment in which it operates and should be the currency that best reflects its business and operations. Based on this analysis, Management has concluded that the Brazilian Real ("R$") is the Company's functional currency and this conclusion is based on an analysis of the following indicators:

·	Currency<br> that most influences the prices of goods and services. This is the currency in which the<br> selling price of its goods and services is expressed and settled;
·	Currency<br> that most influences costs for supplying products or services, i.e. the currency in which<br> the Parent Company's costs are normally expressed and settled;
---	---
·	Currency<br> in which the Parent Company normally raises funds from financial activities, and in which<br> it normally receives its sales and accumulates cash.
---	---

Presentation currency of the financial statements:

The presentation currency is the currency in which the financial statements are presented and is usually defined according to the Company's legal obligations. In compliance with Canadian legislation, these financial statements are presented in Canadian Dollars ("CAD"), converting the consolidated statements prepared in the Parent Company's functional currency into Canadian Dollars, using the following criteria:

·	Assets<br> and liabilities at the exchange rate prevailing on the balance sheet date;
·	Income<br> statement, statement of comprehensive income, statement of cash flows and statement of value<br> added at the average monthly rate; and
---	---
·	Shareholders'<br> equity at historical formation value. The adjustments resulting from the above conversion<br> have their counterpart recognized in shareholders' equity as other comprehensive income.
---	---

Asset and liability accounts are converted into the Company's functional currency using the exchange rates in force on the balance sheet date, and income and expense items are converted using the average monthly rate. Adjustments resulting from translation are recognized in equity as other comprehensive income.

The balances of assets and liabilities accounts are converted at the exchange rate on the balance sheet date. On September 30, 2023, CAD $1 was equivalent to R$ 3.6982 (R$3.9021 on December 31, 2022) and US$ 1 was equivalent to R$5.0076 (R$ 5.287 on December 31, 2022), according to rates extracted from the Brazilian Central Bank website.

Critical Accounting Estimates

| - 9 - |

| --- |

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim ConsolidatedFinancial Statements Three and Nine-Month Periods Ended September 30, 2023 and 2022

(Expressed in thousandsof Canadian dollars, except per share amounts, and number of shares, unless otherwise indicated)

§	Mineral reserves and mineral resources: Proven and probable mineral reserves are the economically<br> mineable parts of the Company’s measured and indicated mineral resources demonstrated<br> by at least a preliminary feasibility study. The Company estimates its proven and probable<br> mineral reserves and measured and indicated and inferred mineral resources based on information<br> compiled by appropriately qualified persons. The estimation of future cash flows related<br> to proven and probable mineral reserves is based upon factors such as estimates of commodity<br> prices, foreign exchange rates, future capital requirements and production costs along with<br> geological assumptions and judgments made in estimating the size and grade of the mineral<br> ore body. Changes in the proven and probable mineral reserves or measured and indicated and<br> inferred mineral resources estimates may impact the carrying value of the property, plant<br> and equipment, asset retirement obligations, recognition of deferred tax amounts and depreciation,<br> depletion, and amortization.
§	Valuation of long-lived assets: The assessment of fair values, including those of the CGUs for<br> purposes of testing long-lived assets for potential impairment or reversal of impairment,<br> require the use of assumptions and estimates for recoverable production, future capital requirements<br> and operating performance, as contained in the Company’s technical reports, as well<br> as future and long-term commodity prices, discount rates, and foreign exchange rates. Changes<br> in any of the assumptions or estimates used in determining the fair value of long-lived assets<br> could impact the impairment analysis.
---	---
§	Provision for restoration, rehabilitation, and environmental remediation: The Company assesses<br> its provision for restoration, rehabilitation, and environmental remediation on an annual<br> basis or when new material information becomes available. Mining and exploration activities<br> are subject to various laws and regulations governing the protection of the environment.<br> In general, these laws and regulations are continually changing and the Company has made,<br> and intends to make in the future, expenditures to comply with such laws and regulations.<br> Accounting or restoration, rehabilitation, and environmental remediation obligations requires<br> management to make estimates of the future costs the Company will incur to complete the restoration,<br> rehabilitation, and environmental remediation work required to comply with existing laws<br> and regulations at each mining operation. Actual costs incurred may differ from those amounts<br> estimated. Also, future changes to environmental laws and regulations could increase the<br> extent of restoration, rehabilitation, and environmental remediation work required to be<br> performed by the Company. Increase in future costs could materially impact the amounts charged<br> to operations for restoration, rehabilitation, and environmental remediation. The provision<br> represents management’s best estimate of the present value of the future restoration,<br> rehabilitation, and environmental remediation obligation. The actual future expenditures<br> may differ from the amounts currently provided.
---	---

New IFRS Pronouncements

Amendments to IAS 1 – Presentation ofFinancial Statements

Amendment to IAS 1 and IFRS Practice Statement2 – Disclosure of Accounting Policies

In February 2021, the IASB issued amendments to IAS 1, Presentation of Financial Statements and the IFRS Practice Statement 2 Making Materiality Judgements to provide guidance on the application of materiality judgments to accounting policy disclosures. The amendments to IAS 1 replace the requirement to disclose significant accounting policies with a requirement to disclose material accounting policies. Guidance and illustrative examples are added in the Practice Statement to assist in the application of the materiality concept when making judgments about accounting policy disclosures. The amendments are effective as of January 1^st^, 2023. Prospective application is required on adoption. These amendments did not impact the Q3 2023 Unaudited Condensed Interim Consolidated Financial statements.

| - 10 - |

| --- |

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim ConsolidatedFinancial Statements Three and Nine-Month Periods Ended September 30, 2023 and 2022

(Expressed in thousandsof Canadian dollars, except per share amounts, and number of shares, unless otherwise indicated)

These unaudited condensed interim consolidated financial statements were authorized for issue by the Company’s Board of Directors on November 14, 2023.

3.	Cash and cash equivalents

Cash and cash equivalents include the following:

	September 30,2023
	(unaudited)
Cash		9,412	39,546
Short-term<br>Investments^(a)^		28,730	56,808
		38,142	96,354
(a)	Short-term investments refer to fixed income investments indexed to<br>the Brazilian interbank deposit certificate “CDI” with immediate liquidity. Additionally, the Company has short-term investments<br>in Canada with remuneration of 5,28% p.a. (3,98% p.a. on December 31, 2022).
---	---
4.	Customers
---	---
	September 30,2023
---	---	---
	(unaudited)
Foreign customers		73,492
		73,492

Lithium sales contracts concluded during the third quarter have a settlement period of approximately 90 days.

Accountingpolicy

Trade receivables are recognized at the transaction price, provided that they do not contain financing components, and are subsequently measured and amortized cost, when applicable, adjusted to present value, including the related taxes and expenses, and foreign currency-denominated trade receivables are adjusted at the exchange rate in use at the end of the report period.

The receivables are composed by the value of the invoices issued (quantities, moisture ratio and primary quality content). The value based on the market price, at the date of shipment, as established by the contract of each customer.

The final invoices, which end the export operations and are generally issued after receipt and analysis of the commodities (approval of quantities, moisture ratio and content of the mineral contained by the customers), are valued as each contract is established.

The result of the necessary price adjustments, both for the issuance of the final bills and for the marking to market, is recognized within the sales revenues at the time the adjustments are incurred.

The Company periodically measures eventual possibilities of credit losses. The model adopted by the Company considers the history and financial conditions of its customers. The Company did not recognize any credit losses in these unaudited condensed interim consolidated financial statements.

| - 11 - |

| --- |

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim ConsolidatedFinancial Statements Three and Nine-Month Periods Ended September 30, 2023 and 2022

(Expressed in thousandsof Canadian dollars, except per share amounts, and number of shares, unless otherwise indicated)

5.	Inventories
	September 30,2023
---	---	---
	(unaudited)
Finished goods		11,707
Raw material		1,816
Spare parts		7,883
Semi-finished goods		391
		21,797

The Company started the production in the second quarter to fulfill commitments (sales) that started in July 2023. Finished goods refers to Green Lithium and Green By-Products.

Spare parts refer to parts and equipment to be used in the short-term maintenance of the processing of beneficiation plant. As of September 30, 2023, the Company has not identified any need to recognize losses on slow-moving.

Accountingpolicy

The inventory is recorded at the lower of cost and net realizable value. The cost is determined using the weighted average cost method for the purchase of raw materials. The cost of finished products and work in process comprises of raw materials, labor, other direct costs (based on normal production capacity). The net realizable value is the estimated selling price in the ordinary course of business, minus the estimated costs of completion and the estimated costs necessary to realize the sales. Estimated losses on slow-moving or obsolete inventories are recognized when deemed necessary.

6.	Prepaid expenses and other assets
	September 30,<br> 2023		December 31,<br> 2022
---	---	---	---	---
	(unaudited)
Current
Prepaid interest (*)		4,796		9,614
Prepaid insurance		354		1,487
Prepaid land lease and advance		1,719		12
Total current		6,869		11,113
Non-current
Prepaid land lease and advance		85		204
Total prepaid expenses and other<br> assets		6,954		11,317

(*) Related to 12 months of interest which has been paid in advance on the export prepayment agreement as described in note 10.

| - 12 - |

| --- |

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim ConsolidatedFinancial Statements Three and Nine-Month Periods Ended September 30, 2023 and 2022

(Expressed in thousandsof Canadian dollars, except per share amounts, and number of shares, unless otherwise indicated)

7.	Property, plant and equipment
Cost	Assets<br> under<br> construction		Right-of-<br><br> use <br> assets		Beneficiation<br><br> plant		Mining<br> right		Other<br><br> assets	Total
---	---	---	---	---	---	---	---	---	---	---	---
Balance, December 31,<br> 2022	154,768		4,188		-		-		538	159,494
Additions	65,311		4,823		1,803		-		704	72,641
Transfers	(229,462	)	-		176,666		52,796		-	-
Write-off	-		(1,780	)	-		-		-	(1,780	)
Cumulative<br> translation adjustment	9,383		236		(541	)	(135	)	32	8,975
Balance, September 30, 2023 (unaudited)	-		7,467		177,928		52,661		1,274	239,330
Accumulated Depreciation/Amortization	Assets<br> under<br> construction	Right-of-<br><br> use <br> assets		Beneficiation<br><br> plant		Mining<br> right		Other<br><br> assets		Total
---	---	---	---	---	---	---	---	---	---	---	---
Balance, December 31, 2022	-	722		-		-		198		920
Depreciation and depletion	-	1,018		3,882		1,622		83		6,605
Write-off	-	(327	)	-		-		-		(327	)
Cumulative translation adjustment	-	41		(38	)	(20	)	(11	)	(6	)
Balance, September 30, 2023 (unaudited)	-	1,454		3,844		1,602		292		7,192
Net book value	Assets<br> under<br> construction	Right-of-<br><br> use assets	Beneficiation<br><br> plant		Mining<br> right		Other<br><br> assets			Total
---	---	---	---	---	---	---	---	---	---	---	---
Balance, December 31, 2022	154,768	3,466		-		-		340			158,574
Balance, September 30, 2023 (unaudited)	29,469	6,524		159,410		38,256		(1,521	)		232,138

The average estimated useful lives are as follows (in years):

	September 30,2023	December 31,2022
	(unaudited)
Buildings and infrastructure	15	9
Machines, equipment, and installations	25	5
Furniture	9	9
Other	3	3

| - 13 - |

| --- |

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim ConsolidatedFinancial Statements Three and Nine-Month Periods Ended September 30, 2023 and 2022

(Expressed in thousandsof Canadian dollars, except per share amounts, and number of shares, unless otherwise indicated)

a.	Beneficiation plant and mining right

In the second quarter, the Company concluded the construction phase of the plant and mine development and transferred the assets classified as “assets under construction” to “beneficiation plant” and “mining right”.

b.	Capitalized stock-based compensation

The assets under construction include the amount of $963 (unaudited) related to capitalized RSUs during the nine months ended September 30,2023 (year ended December 31, 2022 - $2,404).

c.	Royalty agreement option

The Company is subject to the following royalty:

i.	The Amilcar Royalty Agreement is a royalty<br> of the gross revenues from sales of minerals extracted from the Lithium Properties. Sigma<br> Brazil had the option to repurchase the Amilcar Royalty Agreement (currently Amilcar de Melo<br> Afgouni), exercisable at any time, for US$3,800.
	Due to the advancement of the Company’s wholly owned Grota do Cirilo<br> lithium project, the Company exercised its repurchase option on April 13, 2023 and the fair value<br> of the royalty agreement call option of US$3,800 as at June 30, 2022 was recorded as current liability<br> in the consolidated statement of financial position and as expense in the consolidated statement of net<br> loss and comprehensive loss, in the amount of US$3,800 (equivalent to $4,892).
d.	Depreciation and depletion
---	---
Reconciliation<br> of depreciation and depletion for the period	September 30, 2023
---	---	---
	(unaudited)
Depreciation and depletion		6,605
Cost of goods sold		4,339
Inventories		1,478
Exploration and evaluation assets		788

| - 14 - |

| --- |

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim ConsolidatedFinancial Statements Three and Nine-Month Periods Ended September 30, 2023 and 2022

(Expressed in thousandsof Canadian dollars, except per share amounts, and number of shares, unless otherwise indicated)

8.	Exploration and evaluation assets

The Company has mineral properties in the exploration and evaluation stage and follows the practice of capitalizing all costs relating to the acquisition and exploration of mineral rights. Such costs include, among others, geological, geophysical studies, exploratory drilling and sampling, feasibility studies and technical reports.

A summary of exploration costs is set out below:

	September 30,2023
	(unaudited)
Opening balance		35,636	7,771
Additions		22,753	23,220
Asset retirement cost		-	3,670
Cumulative translation<br>adjustment		1,317	975
Closing balance		59,706	35,636

(*) The additions include $9,488 (unaudited) related to RSUs during the nine months ended September 30,2023 (year ended December 31, 2022 - $8,528).

9.	Suppliers
	September 30,<br> 2023		December 31,<br> 2022
---	---	---	---	---
	(unaudited)
Brazil-based suppliers		32,040		20,872
Non-Brazil-based suppliers		5,385		3,435
Total		37,425		24,307
10.	Financing and Export Prepayment
---	---
Balance at December 31, 2022	77,438
---	---	---
Additions	71,250
Interest	13,072
Settlement of interest	(11,548	)
Payments	(47	)
Exchange variation	(6,586	)
Transaction costs	790
Cumulative translation adjustment	6,041
Balance at September 30, 2023 (unaudited)	150,410
Current portion	27,642
Non-Current portion	122,768

| - 15 - |

| --- |

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim ConsolidatedFinancial Statements Three and Nine-Month Periods Ended September 30, 2023 and 2022

(Expressed in thousandsof Canadian dollars, except per share amounts, and number of shares, unless otherwise indicated)

(a)	Export Prepayment Agreement
(a.1)	Export Prepayment Agreement – Synergy
---	---

On December 13, 2022, the Company, through Sigma Brazil, entered into an export prepayment agreement in the amount of US$100 million (“Loan”), with annual interest payment based on the 12-month Bloomberg short-term bank yield index “BSBY” plus 6.95% per annum and maturing on December 13, 2026. On December 13, 2022, Sigma Brazil drew down US$60 million (equivalent to $82 million). The balance of US$40 million (equivalent to $54 million) was disbursed in two subsequent drawdowns of US$20 million each, on February 28, 2023 and on March 16, 2023.

In December 2022 and in the first quarter of 2023 the Company paid interest in advance amounting to $10,194 and $6,840, respectively, as well as an upfront fee of $3,665 to Synergy. During the nine months period the amount of interest accrued was $12,113 of which $11,548 was accounted for as prepaid expenses and has been charged against income on a monthly basis over the period of the contract.

The information related to this Export Prepayment Agreement with Synergy did not change in relation to what was

disclosed in the Company's financial statements as of December 31, 2022.

(a.2)	Export Prepayment Agreement – Santander

On August 31, 2023, the Company entered into a new export prepayment agreement with Banco Santander S.A.(Brasil) at the amount of R$47,200 thousand (equivalent to US$9,722 or CAD$12,985) which was settled in October, 2023.

(b)	BDMG

On January 13, 2023, the Company received an amount of R$11,731 thousand (equivalent to $3,054) and on July 14, 2023 received R$ 3,270 thousand (equivalent to $768). This contract was entered into with BDMG on November 14, 2022. The financing has monthly interest payments and a grace period of 24 (twenty-four) months for the principal repayment. The principal repayment is made in 60 (sixty) monthly installments, with the first installment falling due on December 15, 2024. The financing cost is 3.75% p.a.

11.	Advances from customers

On September 30, 2023, the amount of $2,127 refers to advances from YaHua International Investment and Development Co., Ltd ("YaHua"), in the amount of $31,752 on June 2023, relating to the first sale on July 27, 2023. This advance was partially offset on August 25, 2023.

| - 16 - |

| --- |

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim ConsolidatedFinancial Statements Three and Nine-Month Periods Ended September 30, 2023 and 2022

(Expressed in thousandsof Canadian dollars, except per share amounts, and number of shares, unless otherwise indicated)

12.	Taxes payable
	September 30,2023		December 31,2022
---	---	---	---	---
	(unaudited)
Municipal taxes		1,006		966
State taxes		703		828
Federal taxes		3,021		1,276
		4,730		3,070
Taxes payable - short term		4,594		3,070
Taxes payable - long term		136		-
		4,730		3,070
13.	Income tax and social contributions
---	---

a. Current Income tax and social contribution recognized in profitor loss

The income tax and social contribution recognized in profit or loss for the periods is as follow:

	Three-Month<br>Ended September 30,				Nine-Month<br>Ended September 30,
	2023			2022	2023		2022
	(unaudited)				(unaudited)
Income tax and social contribution (expense) income
Current		(8,930	)	-	(8,930	)	-
Deferred		1,781		-	1,781		-
Total		(7,149	)	-	(7,149	)	-

The reconciliation of Company income tax and social contribution expenses and the result from applying the effective rate to profit before income tax and social contribution is showed below. The Company operates in the following tax jurisdictions: Brazil, where the statutory tax rate is 34% and Canada, where the federal statutory tax rate is 15% with varying provincial tax rates, such as British Columbia’s 12% tax rate, which totalizes 27% income tax rate applicable to Sigma in Canada:

	Nine-Month<br>Ended September 30
	2023			2022
****	(unaudited)		****	****		****
Loss before income tax and social contribution		(18,356	)		-
Nominal tax rate		27	%		27	%
Expense at nominal rate		(4,956	)		-
Reconciling items
Impact of foreign income tax rate differential		2,997			-
Permanent differences		16,513			-
Foreign permanent differences		(7,297	)		-
Other		(108	)		-
Income tax and social contribution expenses		7,149			-
Current and deferred income tax and social contribution		7,149			-
Effective tax rate		(38.9	)%		0,0	%

| - 17 - |

| --- |

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim ConsolidatedFinancial Statements Three and Nine-Month Periods Ended September 30, 2023 and 2022

(Expressed in thousandsof Canadian dollars, except per share amounts, and number of shares, unless otherwise indicated)

The 3rd quarter 2023 was the first quarter that the Company registered its current and deferred taxes due to the beginning of its operations.

b. Deferred income tax and social contribution:

The deferred income tax and social contribution are calculated on income tax loss carryforwards from Tax Accounting Bookkeeping 2022 and the corresponding temporary differences between the tax bases of assets and liabilities and the carrying amounts of the interim financial information.

	December 31,<br> <br><br>2022				September 30,<br> <br><br>2023
	Net<br> book <br> value	Recognized<br> in the<br> income		Equity	Net<br> book<br> value
Temporary differences:
Tax loss carryforward	-	1,729		-	1,729
Provision for legal entities	-	33		-	33
Provision for bonus	-	79		-	79
Provision for liabilities	-	206		-	206
Provision for social projects	-	738		-	738
Non-net exchange variation	-	(1,092	)	-	(1,092	)
IFRS 16	-	64		-	64
Total deferred tax assets	-	1,757		-	1,757

AccountingPolicy

Current income tax and social contribution are calculated based on the tax laws enacted by the end of the reporting period, including in the countries where the Group entities operate and generate taxable profit. Management periodically assesses the positions taken in the tax calculations with respect to situations where applicable tax regulations are open to interpretations. The Company recognizes provisions where appropriate, based on the estimated payments to tax authorities. The income tax and social contribution expense comprises current and deferred taxes. Current and deferred taxes are recognized in profit or loss unless they are related to business combinations or items recognized directly in shareholders' equity.

Current tax expense is the expected payment of taxable income for the year, using the nominal rate approved or substantially approved on the balance sheet date, and any adjustment of taxes payable related to previous years. Current income tax and social contribution are presented net liabilities when there are amounts payable, or in assets when the amounts in advance paid exceed the total due on the date of the report.

Deferred tax is recognized in relation to temporary differences between the tax bases of assets and liabilities and their book values in the financial statements. Deferred tax is not recognized when it is probable that they will not revert in a foreseeable future in accordance with IAS 12 - Taxes on Profit. The amount of the deferred tax determined is based on the expectation of realization or settlement of the temporary difference and uses the nominal rate approved or substantially approved.

Deferred income tax assets and liabilities are presented net in the balance sheet whenever there is a legal right and the intention to offset them upon the calculation of current taxes, usually related to the same legal entity and the same taxation authority.

Deferred income tax and social contribution assets are recognized on recoverable balances of tax loss carryforward and social contribution negative basis, tax credits and deductible temporary differences. Such assets are reviewed at each year-end date and will be reduced to the extent that their realization is less likely to occur.

| - 18 - |

| --- |

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim ConsolidatedFinancial Statements Three and Nine-Month Periods Ended September 30, 2023 and 2022

(Expressed in thousandsof Canadian dollars, except per share amounts, and number of shares, unless otherwise indicated)

14.	Lease liability

The lease liabilities are primarily related to land leases of surface properties owned by Miazga Participações S.A., (”Miazga”), a related party and Arqueana, a related party (note 16) with the remaining land, apartments and houses, commercial rooms and vehicle leases with third parties.

The lease agreements have terms between 1 year to 12 years and the liability was measured at the present value of the lease payments discounted using interest rates with a weighted average rate of 8.37% (December 2022: 8,37%) which was determined to be the Company’s incremental borrowing rate. The continuity of the lease liabilities is presented in the table below:

Lease liabilities at December 31, 2022	3,669
Additions	4,823
Interest expense	329
Write-off	(1,738	)
Payments	(1,075	)
Cumulative translation adjustment	212
Lease liabilities at September 30,<br> 2023 (unaudited)	6,220
Current portion	2,089
Non-current portion	4,131

Maturityanalysis - contractual undiscounted cash flows

As at September 30, 2023
Less than one year	602
Year 2	2,371
Year 3	1,690
Year 4	978
Year 5	377
More than 5 years	1,439
Total contractual undiscounted cash<br> flows	7,457
15.	Asset retirement obligation
---	---

The Company has estimated its asset retirement obligation amounting to $7,216 (unaudited) as at September 30, 2023 (December 31, 2022 - $6,547), representing the present value of estimated future rehabilitation costs to remediate environmental damages as at September 30, 2023. It is based on estimated future rehabilitation costs of $10,928, a nominal discount rate of 12,6% (December 31, 2022 12,6%), an inflation rate of 6.3% (December 31, 2022 – 4.0%), resulting in a real discount rate of 6.3% (December 31, 2022 – 6.3%).

Of the $6,547 of asset retirement obligation recognized as of December 31, 2022, $2,877 is related to Xuxa mine which was classified within property, plant and equipment, and the remaining $3,670 relating to the Barreiro mine was classified within exploration and evaluation assets. Since the recognition the additions of the period ($ 308), which represents the monetary adjustments are being recorded as a financial expense.

| - 19 - |

| --- |

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim ConsolidatedFinancial Statements Three and Nine-Month Periods Ended September 30, 2023 and 2022

(Expressed in thousandsof Canadian dollars, except per share amounts, and number of shares, unless otherwise indicated)

Asset retirement obligation, December 31, 2022	6,547
Accretion	308
Cumulative translation adjustment	361
Asset retirement obligation, September 30,<br> 2023 (unaudited)	7,216
16.	Related parties transactions
---	---

The Company’s related parties include:

Related Party	Nature of relationship
A10 Group	A10<br>Group is composed of A10 Serviços Especializados de Avaliação de Empresas Ltda. (“A10 Advisory”). A10<br>Investimentos Ltda. (“A10 Investimentos”). A10 Partners Participações Ltda. (“A10 Partners”) and<br>A10 Finanças e Capital Ltda. (“A10 Finanças”). The director of the Company, Marcelo Paiva, directly controls<br>A10 Advisory and A10 Finanças and indirectly controls A10 Investimentos and A10 Partners. The CEO, Ana Cabral-Gardner (Co-CEO<br>on December 31, 2022), has a minority interest at A10 Advisory.
Miazga	Miazga<br> Participações S.A is a land administration company in which the CEO of the Company (Co-CEO on December 31, 2022), Ana<br> Cabral-Gardner has an indirect economic interest.
Arqueana	Arqueana<br> Empreendimentos e Participações S.A. is a land administration company in which the CEO of the Company (Co-CEO on December<br> 31, 2022), Ana Cabral-Gardner has an indirect economic interest.
R-TEK	R-TEK Group Pty Ltd is a corporation in which the former Chief Operating<br>Officer of the Company, Brian Talbot, who resigned as COO of the Company on September 29, 2023 is the controlling shareholder.
Tatooine	Tatooine<br> Investimentos S.A. is a land administration company in which the Chief Marketing Officer of the Company, Marina Bernardini, is the<br> controlling shareholder and officer.
Key management<br> personnel	Includes<br> the directors of the Company, executive management team and senior management at Sigma Brazil.
(a)	Transactions with related parties
---	---

Cost sharingagreement (“CSA”): The Company has a CSA with A10 Advisory where A10 Advisory is reimbursed for secondment staff 100% allocated to the Company, comprising administrative personnel. Many of these positions have now been filled by full-time employees of the Company, except for a remaining few that are in the process of being phased out.

**Leasing Agreements:**The Company has right-of-way lease agreements with Miazga and Arqueana relating to access to the Project.

**Note Payable:**The Company fully repaid the final installment of $0.3 million to Arqueana in March 2022. The note payable to Arqueana was related to the share exchange agreement dated December 12, 2017, entered by the Company with Arqueana.

| - 20 - |

| --- |

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim ConsolidatedFinancial Statements Three and Nine-Month Periods Ended September 30, 2023 and 2022

(Expressed in thousandsof Canadian dollars, except per share amounts, and number of shares, unless otherwise indicated)

**Loan Agreement:**Sigma Brazil entered into a loan agreement dated September 21, 2022 (as amended) with Miazga to fund Miazga’s purchase of property located in the area of interest of the Project (the “Property”), which is to be further transferred to environmental authorities for environmental compensation purposes. The loan agreement provides for the loan of an amount up to Brazilian Reais (“R$”) $0.8 million ($0.2 million), which is the amount spent on the purchase of the Property. The purchase agreement and the loan are divided into two installments, with the first installment paid on December 31, 2022, and the last installment to be paid once the property has successfully been transferred to Miazga.

IndependentConsultant Service Agreement (“ICSA”): The Company has an ICSA with R-TEK where R-TEK’s principal, Brian Talbot, provides direct and personal services related to the management of the Company’s overall process operations, with the roles, responsibilities, and obligations equivalent of a Chief Operating Officer up to the end of September, 2023, when he resigned as COO of the Company.

Amounts duefrom related party: The Company paid for drilling services provided by a third party that were performed on Arqueana’s land. These amounts are unsecured and are non-interest bearing. The major part was repaid in March, 2023, and the remaining is expected to be repaid by year-end.

FacilityAgreement: On April 20, 2023, Sigma Brazil entered into a facility agreement with Tatooine, to fund Tatooine’s purchase of multiple properties located in areas of interest of the Project. The facility agreement provides for the loan of an amount up to US$12 million (equivalent to $15.9 million). The facility agreement is to be made available upon utilization requests made by Tatooine to Sigma Brazil, specifying the amount to be utilized by Tatooine for the acquisition of each property and its corresponding expected costs and expenses. Upon the transfer of the funds, there shall be a loan established between the parties in the amount of each utilization request. The loans granted by Sigma Brazil to Tatooine under the Facility Agreement up until the end of the third quarter of 2023 represent a total amount of US$5.7 million (equivalent to $7.7 million).

(b)	Outstanding balances and expenses
	As<br> at September 30, <br><br>2023		Nine months<br> <br><br> September 30,<br><br> 2023		As<br> at December 31, <br><br>2022		Nine months<br> <br><br> September 30,<br><br> 2022
---	---	---	---	---	---	---	---
	(unaudited)		(unaudited)				(unaudited)
	Pre-<br><br> payments /<br> Receivable	Accounts<br><br> payable /<br> Debt	Expenses<br> / <br> Payments / <br> Income		Pre-<br><br> payments /<br> Receivable	Accounts<br><br> payable /<br> Debt	Expenses<br> / <br> Payments
A10 Advisory
CSA	-	-	185		-	-	72
Miazga
Lease agreements	-	157	(7	)	-	42	50
Prepaid land lease offset	99	-	-		103	13	-
Loan Agreement	120	-	-		113	-	112
Arqueana
Lease agreements	-	228	(40	)	-	225	24
Accounts receivable	356	-	-		4,881	-	-
Note payable	-	-	-		-	-	270
R-TEK
Services provision	-	-	-		-	242	-
Tatooine
Accounts receivable	7,757	-	289		-	-	-

| - 21 - |

| --- |

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim ConsolidatedFinancial Statements Three and Nine-Month Periods Ended September 30, 2023 and 2022

(Expressed in thousandsof Canadian dollars, except per share amounts, and number of shares, unless otherwise indicated)

17.	Accrued social projects
	September 30,<br> 2023
---	---	---
	(unaudited)
Microcredit For Female Entrepreneurs		198
Zero Drought for Small Holder Farmers		247
Water For All		761
Zero Hunger Action		106
Others		862
		2,173
§	Microcredit Program: The Company has established the microcredit program targeted for female entrepreneurs<br> in the Jequitinhonha Valley region. Through this program, the Company encourages sustainable<br> development by providing microcredit loans of R$2,000 per person, providing mentorship programs<br> and the goal is to achieve a total enrollment of 10,000 women with an additional investment<br> of up to R$ 20 million (equivalent to $5.4 million as at September 30, 2023). The Company<br> is proud to report that 1,800 female entrepreneurs have enrolled in the program, which 1,150<br> have already received the microcredit.
---	---
§	Zero Drought for Small Holder Farmers Program: The Company<br>announced during its participation at COP-27 in Egypt its “Zero Drought for Smallholder Farmers” program, a climate mitigation<br>initiative of building 2,000 rainwater capture basins for smallholder family farmers in the municipalities of Itinga and Araçuaí<br>in the Jequitinhonha Valley. The program reaches approximately 50% of the local rural agricultural lands of the towns of Itinga and Aracuai.<br>These water capture basins are being dug into the ground and located at strategic points to prevent soil erosion during the heavy rainfall<br>season, store water for irrigation of small crops during the nine-month dry season and contribute to increasing the volume of water that<br>will feed the region’s aquifers. The Company is delivering the structures to the municipalities as a donation, which are currently<br>being built via third-party contractors under the supervision of Sigma Lithium’s ESG teams. This program advances the goal of UN<br>SDG #10 (Reduced Inequalities), UN SDG #15 (Life on Land) and UN SDG #13 (Climate Action).
---	---
§	Water For All Program: Additionally, the Company committed has donated 138 water tanks as a<br> further climate mitigation initiative, aimed to increase water security for communities in<br> the Jequitinhonha Valley. The Company also committed to maintain water supply of the tanks<br> by providing water trucks year-round, enhancing water security for the communities. This<br> program, which is now in progress, advances the goals of UN SDG #6 (Clean Water and Sanitation)<br> and UN SDG #13 (Climate Action).
---	---
§	Zero Hunger Action: The Company remained dedicated to humanitarian relief action, continuing<br> to deliver the previously pledged 7,200 food baskets per year, being 600 per month.
---	---
18.	Financial instruments
---	---

a. Identification and measurement of financial instruments

The Company enters into transactions involving various financial instruments, mainly cash and cash equivalents, including short-term investments, customers, suppliers, and financial and export prepayment.

The amounts recorded in current assets and current liabilities have immediate liquidity or short-term maturity, mostly less than three months. Considering the maturities and features of such instruments, their carrying amounts approximate their fair values.

| - 22 - |

| --- |

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim ConsolidatedFinancial Statements Three and Nine-Month Periods Ended September 30, 2023 and 2022

(Expressed in thousandsof Canadian dollars, except per share amounts, and number of shares, unless otherwise indicated)

·	Classification of financial instruments (consolidated)
		September 30,2023				December 31,2022
---	---	---	---	---	---	---	---	---	---
		(unaudited)
	Note	Measured<br>at <br><br>amortized cost		Total		Measured<br>at<br><br>amortized cost		Total
Assets
Current
Cash<br>and cash equivalents	3		38,142		38,142		96,354		96,354
Customers	4		73,492		73,492		-		-
Total			111,634		111,634		96,354		96,354
Liabilities
Current
Suppliers	9		37,425		37,425		24,307		24,307
Financing and export<br>prepayment agreement	10		27,642		27,642		-		-
Leases	14		2,089		2,089		680		680
Account payable			9,399		9,399		1,936		1,936
Non current
Financing and export<br>prepayment agreement	10		122,768		122,768		77,438		77,438
Leases	14		4,131		4,131		2,989		2,989
Total			203,454		203,454		107,350		107,350

b. Financial risk management:

The Company uses risk management strategies with guidance on the risks incurred by us.

The nature and general position of financial risks are regularly monitored and managed in order to assess results and the financial impact on cash flow.

Market risks are hedged when we consider necessary to support the corporate strategy or when it is necessary to maintain the level of financial flexibility.

We are exposed to exchange rate, interest rate, market price and liquidity risks.

| - 23 - |

| --- |

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim ConsolidatedFinancial Statements Three and Nine-Month Periods Ended September 30, 2023 and 2022

(Expressed in thousandsof Canadian dollars, except per share amounts, and number of shares, unless otherwise indicated)

·	Foreign Exchange rate risk

The exposure arises from the existence of assets and liabilities generated in Dollar, since the Company's functional currency is substantially the Real and is denominated natural hedge.

The consolidated exposure as of September 30, 2023 is as follow:

	September30,2023
	(unaudited)
Canadian dollars
Cash and cash equivalents		1,470		39,030
Current liabilities		(3,250	)	(2,238	)
Total Canadian dollars		(1,780	)	36.792
United States dollar
Cash and cash equivalents		27,942		28,704
Customers		56,083		-
Current liabilities		(10,321	)	(3,800	)
Non-current liabilities		(90,212	)	(60,114	)
Total United<br>State dollars		(16,508	)	(35,210	)
·	Sensitivity analysis
---	---

We present below the sensitivity analysis for foreign exchange risks. The Company considered scenarios 1 and 2 as 10% and 20% of deterioration for volatility of the currency, using as reference the closing exchange rate as of September 30, 2023.

The currencies used in the sensitivity analysis and its scenarios are shown below:


Currency		Probable<br> scenario		Scenario<br> 1		Scenario<br> 2
	5.0070		5.0569		5.5077		6.0084
CAD	3.6982		3.6425		4.0680		4.4378

All values are in US Dollars.

The effects on the profit and loss, considering scenarios 1 and 2 are shown below:

	September 30,<br> 2023
	(unaudited)
Total Canadian dollars		(1,780	)	658	1,317
Total United States dollars		(16,508	)	2,235	4,470
·	Interest rate risk
---	---

| - 24 - |

| --- |

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim ConsolidatedFinancial Statements Three and Nine-Month Periods Ended September 30, 2023 and 2022

(Expressed in thousandsof Canadian dollars, except per share amounts, and number of shares, unless otherwise indicated)

·	Sensitivity analysis of interest rate variations

The Company considered scenarios 1 and 2 as 10% and 20% of changes in interest volatility as of September 30, 2023.

The currencies used in the sensitivity analysis and their respective scenarios are shown below:

Interest
Selic	12.75	%	14.03	%	15.30	%
CDI	12.65	%	13.92	%	15.18	%
BSBY	5.95	%	6.54	%	7.14	%

The effects on the profit and loss balances, considering scenarios 1 and 2 are shown below:

Changes in interest rates and exchange<br> rates	Index
Assets
Cash and cash equivalent	CDI	1,651	209	230	251
Liabilities
Export prepayment agreement	BSBY	132,685	7,890	8,679	9,468
BDMG	Selic	4,400	561	617	673

(*) The sensitivity analysis is based on the assumption of maintaining, as a probable scenario, the market values as of October 31, 2023, recognized in the company's assets and liabilities.

·	Market price risk:

The Company is also exposed to market risks related to commodity and inputs price volatility. In line with its risk management policy, risk mitigation strategies involving commodities can be used to reduce cash flow volatility.

·	Credit risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to receivables.

·	Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure it will have sufficient liquidity to meet liabilities when due. To the extent the Company does not believe it has sufficient liquidity to meet obligations, it will consider securing additional equity or debt funding.

| - 25 - |

| --- |

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim ConsolidatedFinancial Statements Three and Nine-Month Periods Ended September 30, 2023 and 2022

(Expressed in thousandsof Canadian dollars, except per share amounts, and number of shares, unless otherwise indicated)

The following table shows the contractual maturities of financial liabilities, including accrued interest.

Contractual obligations
Suppliers	37,425				37,425
Accounts payable and accrued liabilities	13,085	2,354			15,439
Export prepayment agreement	27,298	118,712			146,010
BDMG	344	1,305	1,252	1,499	4,400
Lease liabilities	2,089	2,523	1,203	405	6,220

c. Capital Management

The Company seeks to optimize its capital structure in order to reduce its financial costs and maximize the return to its shareholders. The table below shows the evolution of the Company's capital structure, with financing by equity and third-party capital:

	September 30,2023
	(unaudited)
Shareholders' equity		218,630	183,106
Financing and export prepayment agreement		150,410	77,438
Gross debts/shareholders' equity		0.69	0.42

d. Fair values of assets and liabilities ascompared to their carrying amounts.

Financial assets and liabilities at fair value through profit or loss are recognized in current and non-current assets and liabilities, while any gains and losses are recognized as financial income or financial costs, respectively.

The amounts are recognized in the interim financial information at their carrying amounts, which are substantially similar to those that would be obtained if they were traded in the market. The fair values of other long-term assets and liabilities do not differ significantly from their carrying amounts.

19.	Share capital

a. Ownership structure

As of September 30, 2023, the Company’s ownership structure is as follow:


A10 Investimentos Ltda.	47,696,218	43,60	%
Fitpart Fund Administration Services Limited	5,462,539	4.99	%
BlackRock, Inc.	5,348,735	4.89	%
Others	50,882,881	46,51	%
Total shares	109,390,373	100.00	%

b. Authorized share capital

The authorized share capital consists of an unlimited number of common shares. The common shares do not have a par value. All issued shares are fully paid.

| - 26 - |

| --- |

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim ConsolidatedFinancial Statements Three and Nine-Month Periods Ended September 30, 2023 and 2022

(Expressed in thousandsof Canadian dollars, except per share amounts, and number of shares, unless otherwise indicated)

c. Common shares issued by the Company forthe period ended September 30, 2023 and 2022:

		Common
	shares<br> (#)		Amount
Balance, January 1^st^, 2023		104,710,042	$	276,711
Exercise of RSUs		4,680,331		96,332
Balance, September 30, 2023 (unaudited)		109,390,373		373,043
		Common
---	---	---	---	---
	shares<br> (#)		Amount
Balance, January 1^st^, 2022		99,377,349	$	224,820
Exercise of warrants		532,860		3,218
Exercise of RSUs		974,983		3,603
Exercise of stock options		40,000		169
Balance, September 30, 2022 (unaudited)		100,925,192		231,810
20.	Earning (loss) per share
---	---
	Three<br>months ended
---	---	---	---	---	---
	September30,2023		September 30,2022
	(unaudited)		(unaudited)
Net income (loss) for the period		48,885		(13,131	)
Weighted average number of common shares		109,080,313		100,740,728
Basic and diluted income (loss) per share	$	0.45	$	(0.13	)
	Nine<br> months ended
---	---	---	---	---	---	---
	September<br> 30, 2023			September 30,<br> 2022
	(unaudited)			(unaudited)
Loss for the period		(25,505	)		(46,843	)
Weighted average number of common shares		107,480,535			100,393,973
Basic and diluted loss per share	$	(0.24	)	$	(0.47	)
21.	Net operating revenue
---	---

Net sales revenue presented in income statement is comprised as follows:

	September 30,<br> 2023
	(unaudited)
Green Lithium		127,043
Green By-Products		2,882
		129,925

| - 27 - |

| --- |

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim ConsolidatedFinancial Statements Three and Nine-Month Periods Ended September 30, 2023 and 2022

(Expressed in thousandsof Canadian dollars, except per share amounts, and number of shares, unless otherwise indicated)

Sale contracts at provisional prices – Commodity price risk arises from the volatility of lithium oxide (“Li2O”) prices. The selling price of these products can be reliably measured in each period, since the price is based on market reference prices. As a result, the fair value of the final adjustment to the sales price is continually revalued and changes in fair value are recognized as sales revenue in the income statement.

AccountingPolicy

The Company recognizes its revenues once all the following conditions are satisfied:

·	Identification<br> of the contract for sale of goods or prevision of services;
·	Identification<br> of the performance obligations;
·	Determination<br> of the contract value;
·	Determination<br> of the value allocated to each performance obligation included int the contract; and
·	Revenue<br> recognition over time or at the time performance obligation completed.

The Company recognizes revenues from sales when control of the product is transferred to customers, which generally occurs, in the case of export sales, when the product is loaded on the ship.

The export is realized pursuant to the Incoterms “Cost, Insurance and Freight – CIF” and “Cost and Freight – CFR” include sea freight service embedded in the same invoice. In this case, the performance obligation of the sea freight service is considered separately from the shipment of lithium and the Company recognizes revenue from the provision of this service upon delivery of the goods to the destination specified by customers.

Operating revenue from the sale of goods in the regular course of business is measured at the fair value of the consideration entity expects to receive in exchange for the delivery of the goods or services promised to the customers.

For the portion of the Company’s lithium export sales pursuant to the Incoterms “Cost, Insurance and Freight – CIF” and “Cost and Freight – CFR”, the obligation to pay for the goods and the sea freight service, which is embedded in the same invoice, generally arises when the product is loaded on the ship. The Company hires and, in some cases, pays the sea freight service in advance, the amount paid is recognized as an asset, advance to suppliers, until arrival at the port of destination, at which time it is booked in the Profit and Loss as freight expense.

Concurrently, the Company recognizes the price of the sea freight service, for which it is responsible, as liabilities on advance of customers, until arrival at the port of destination, at which time the Company fulfills its performance obligation for the sea freight service and, thus, recognizes the revenue for the provision of this service.

The Company generally realizes advances to suppliers and advances from customers as freight expenses and revenue for sea freight services provided, respectively, within one month. Such revenue allocated to freight does not significantly affect the profit and loss of the Company’s fiscal year and, therefore, it is not presented separately in the interim consolidated financial statements. For other services rendered, revenue is recognized based on its realization.

| - 28 - |

| --- |

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim ConsolidatedFinancial Statements Three and Nine-Month Periods Ended September 30, 2023 and 2022

(Expressed in thousandsof Canadian dollars, except per share amounts, and number of shares, unless otherwise indicated)

Costs and expenses by nature

	Three months<br> ended September 30,				Nine months<br> ended September 30,
	2023		2022		2023		2022
	(unaudited)				(unaudited)
Labor		7,374		958		15,472		2,073
Mine operation		11,158		-		11,158		-
Freight and cargo		10,290		-		10,287		-
Advisory and consulting services		3,442		908		9,222		2,726
Services		4,949		-		8,165		-
Insurance		1,305		589		4,954		1,051
Depreciation and depletion		4,339		15		4,413		64
Fuels		4,114		-		4,114		-
Supplies		3,616		-		3,616		-
Advertising and public relations		1,155		561		2,960		1,350
Equipment rental		2,801		-		2,801		-
Financial contribution for mineral exploration (CFEM)		2,599		-		2,599		-
Maintenance material		2,193		-		2,475		-
Taxes and fees		639		-		2,060		-
Maintenance service		1,657		-		1,818		-
Royalties		1,130		-		1,130		-
Other expenses		979		304		3,243		1,069
		63,740		3,335		90,487		8,333
Expense by nature
Cost of goods sold		46,006		-		46,006		-
Distribution costs		1,090		-		1,090		-
General and administrative expenses		16,581		3,335		43,060		8,333
Sales expenses		63		-		331		-
		63,740		3,335		90,487		8,333

| - 29 - |

| --- |

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim ConsolidatedFinancial Statements Three and Nine-Month Periods Ended September 30, 2023 and 2022

(Expressed in thousandsof Canadian dollars, except per share amounts, and number of shares, unless otherwise indicated)

22.	Financial income (expenses), net
	Three<br> month ended<br> September 30,						Nine<br> month ended <br> September 30,
---	---	---	---	---	---	---	---	---	---	---	---	---
	2023			2022			2023			2022
****	(unaudited)					****	(unaudited)					****
Financial income		261			-			3,652			-
Other expense		(108	)		-			(999	)		-
Interest expenses		(4,700	)		-			(10,576	)		-
Interest expenses - IFRS 16		(135	)		-			(329	)		-
Bank expenses		(377	)		-			(1,703	)		-
Addition and interest on notes payable		(308	)		(18	)		(308	)		(33	)
Foreign exchange<br> gain (loss)		(5,297	)		5,489			3,884			(6,316	)
Financial income and expenses		(10,664	)		5,471			(6,379	)		6,283
23.	Other operating income (expenses)
---	---
	Three Months<br> Ended<br> September 30,			Nine Months Ended<br> <br> September 30,
---	---	---	---	---	---	---
	2023		2022	2023		2022
****	(unaudited)			(unaudited)
Income
IFRS 16 (contract termination)	-		-	107		-
Others	47		-	63		-
	47		-	170		-
Expenses
Accrual liabilities	(441	)	-	(604	)	-
Social actions	(973	)	-	(3,649	)	-
Grants	(398	)	-	(438	)	-
Others	(114	)	-	(267	)	-
	(1,926	)	-	(4,958	)	-
Others operating<br> expenses, net	(1,879	)	-	(4,788	)	-

| - 30 - |

| --- |

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim ConsolidatedFinancial Statements Three and Nine-Month Periods Ended September 30, 2023 and 2022

(Expressed in thousandsof Canadian dollars, except per share amounts, and number of shares, unless otherwise indicated)

24.	Warrants

The following table shows the continuity of warrants during the period: ****

			Weighted<br> <br> Average Exercise <br><br> Price
Balance, December 31, 2021	532,860		$	4.40
Exercised ^(1)^	(532,860	)		(4.40	)
Balance, September 30, 2022 (unaudited)	-		$	-

^(1)^ In February 2022, the Company received from A10 Advisory $2,345 upon the exercise of 532,860 warrants into 532,860 common shares at an exercise price of $4.40 per share.

25.	Restricted share units (RSU)

The Company’s Board of Directors has adopted the Equity Incentive Plan. The Equity Incentive Plan received majority (and majority of disinterested) shareholder approval in accordance with the policies of the TSXV at the annual and special meeting of the Company’s shareholders held on June 28, 2019, and was last amended, by a majority of votes in a shareholders’ meeting held on June 30, 2023. The Equity Incentive Plan is available to (i) the directors of the Company, (ii) the officers and employees of the Company and its subsidiaries and (iii) designated service providers who spend a significant amount of time and attention on the affairs and business of the Company or a subsidiary thereof (each, a “Participant”), all as selected by the Company’s Board of Directors or a committee appointed by the Company’s Board of Directors to administer the Equity Incentive Plan (the “Plan Administrators”).

	Number of RSUs
Balance, January 1^st^, 2022	7,422,667
Exercised	(4,759,833	)
Granted<br> ^(1)(2)(3)(4)(5)(6)(7)^	3,429,832
Balance, December 31, 2022	6,092,666
Exercised	(4,680,331	)
Forfeited<br> ^(3) (12)^	(1,140,000	)
Granted<br> ^(8) (9) (10) (11) (12) (13) (14)^	1,637,925
Balance, September 30, 2023 (unaudited)	1,910,260

^(1)^ On September 8, 2021, the Board granted an aggregated 5,000,000 RSUs to the CEO of the Company and to a former director of the Company (2,500,000 RSUs to each), which vested in four tranches upon the achievement of specified market capitalization targets as follows:

Tranche		Market Conditions Vesting<br> Milestones
i.	1,000,000	Increase of market cap to<br> $ 1.3 billion
ii.	1,000,000	Increase of market cap to $ 1.55 billion
iii.	1,000,000	Increase of market cap to $ 1.8 billion
iv.	2,000,000	Increase of market<br> cap to $ 2 billion
	5,000,000

| - 31 - |

| --- |

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim ConsolidatedFinancial Statements Three and Nine-Month Periods Ended September 30, 2023 and 2022

(Expressed in thousandsof Canadian dollars, except per share amounts, and number of shares, unless otherwise indicated)

The expense for these RSUs have been valued based on the Company’s share price at the grant date and charged as an expense for the year ended December 31, 2022.

An additional aggregate 500,000 RSUs granted to the CEO was considered vested by the Board on August 29^th^, 2023, upon approval by the Board of Directors of the plan to achieve a net zero carbon target and its subsequent successful execution. Since the Board has approved the plan to achieve the net zero carbon target, the Company has accrued the additional aggregate of 500,000 RSUs.

^(2)^ On April 5, 2022, the Compensation Committee, delegated by the Board, approved the grant of 50,000 fully vested RSUs to a key consultant of the Company.

^(3)^ On July 20, 2022, the Board approved the grant of 1,000,000 RSUs to the COO of the Company. These RSUs would vest upon the achievement of specific operational goals (“milestones”). These RSUs contain certain non-market performance conditions and were valued using the Company’s share price on grant date. Such performance conditions relate to the achievement of the plant commissioning within a specific forecast, as well as the production of spodumene concentrate with detailed specification throughout a certain period. During the three months period ended September 30, 2023, the COO resigned from the Company. Accordingly, 600,000 RSUs mentioned above have been cancelled.

^(4)^ On August 5, 2022, the Company entered into a consulting agreement with an individual, where a total amount of 250,000 RSUs were awarded, being 120,000 immediately vested RSUs, 40,000 RSUs vesting on October 10, 2023 and 40,000 RSUs vesting on October 10, 2024, all of which are subject to Board approval and confirmation by the Compensation Committee, delegated by the Board.

^(5)^ On October 28, 2022, the Compensation Committee, delegated by the Board, approved the grant of 1,332,332 fully vested RSUs to key employees, directors and designated service providers of the Company. These RSUs were previously accounted for and adjusted once the Compensation Committee approved the grant.

^(6)^ On December 1, 2022, the Company entered into compensation agreements with four of its directors, where they were awarded a total of 295,000 RSUs. Out of this total, 235,000 RSUs were subject to time-based vesting and 60,000 RSUs will vest on the achievement of an increase in the market capitalization of the Company to US$4 billion, conditional to the approval by the Compensation Committee, as delegated by the Board. Therefore, the Company has used a Monte Carlo Simulation methodology to determine the grant date fair value of the 60,000 RSUs. Those RSUs were fully accounted as an expense up to June 30, 2023, when became vested.

^(7)^ For the year ended December 31, 2022, the weighted average grant date fair value of RSUs amounted to $36.34.

^(8)^ For 2,382,332 RSUs, upon receiving Board of Directors and Compensation Committee approval, the Company revised the earlier fair value estimate so that the amounts recognized for services received in respect of the grant are based on the grant date fair value. As 1,047,500 RSUs are subject to Board of Directors and Compensation Committee approval, the Company valued the RSUs based on fair value on December 31, 2022. Once a grant date under IFRS has been established, the Company will revise the earlier estimate so that the amounts recognized for services received in respect of the grant are based on the grant date fair value.

^(9)^ On March 22, 2023, the Compensation Committee, delegated by the Board, approved the grant of 140,333 fully vested RSUs to key employees, directors and designated service providers of the Company. These RSUs were previously accounted for and adjusted once the Compensation Committee approved the grant.

^(10)^ On June 29, 2023, the Compensation Committee, delegated by the Board, approved the grant of 928,259 RSUs to key employees, directors and designated service providers of the Company. Some of these RSUs were previously accounted for and adjusted once the Compensation Committee approved the grant.

^(11^^)^For 1,068,592 RSUs, upon receiving Board of Directors and Compensation Committee approval, the Company revised the earlier fair value estimate so that the amounts recognized for services received in respect of the grant are based on the grant date fair value. As 42,000 RSUs are subject to Board of Directors and Compensation Committee approval, the Company valued the RSUs based on fair value as of June 30, 2023. Once a grant date under IFRS has been established, the Company will revise the earlier estimate so that the amounts recognized for services received in respect of the grant are based on the grant date fair value.

| - 32 - |

| --- |

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim ConsolidatedFinancial Statements Three and Nine-Month Periods Ended September 30, 2023 and 2022

(Expressed in thousandsof Canadian dollars, except per share amounts, and number of shares, unless otherwise indicated)

^(12)^ On August 14, 2023, the Compensation Committee resolved (i) to forfeit 500,000 RSUs originally granted to the former director, given that he is no longer a director or the co-CEO of the Company, and the successful execution of the net zero carbon did not occur while he occupied such positions; (ii) to recommend to the Board the approval of a potential grant of 725,000 RSUs and 100,000 Options, to certain officers, directors, employees, and services providers of the Company; (iii) to grant 494,833.67 RSUs to certain officers, employees, and services providers of the Company, as delegated by the Board, being the vesting subject to time and performance metrics; and (iv) to forfeit 40,000 RSUs originally granted to a former consultant, due to the lack of exercise in time and resignation of his services to Sigma.

^(13)^ On September 11, 2023, the Board approved the grant of 146,500 RSUS to the new independent directors of the Company, as recommended by the Compensation Committee.

^(14)^ As an update of note (11) above, for 1,709,926 RSUs, upon receiving Board of Directors and Compensation Committee approval, the Company revised the earlier fair value estimate so that the amounts recognized for services received in respect of the grant are based on the grant date fair value. As 20,000 RSUs are subject to Board of Directors and Compensation Committee approval, the Company valued the RSUs based on fair value as of September 30, 2023. Once a grant date under IFRS has been established, the Company will revise the earlier estimate so that the amounts recognized for services received in respect of the grant are based on the grant date fair value.

The unaudited total stock-based compensation for the three and nine months ended September 30, 2023, in shareholders’ equity was $(1,706) and $57,076, respectively (three and nine months ended September 30, 2022 - $19,419 and $44,586), being $(2,392) and 46,626 recorded as stock-based compensation expense (three and nine months ended September 30, 2022 - $14,219 and 38,853) and the remaining portion were recorded in exploration and evaluation assets was $573 and 9,488 (three and nine months ended September 30, 2022 - $1,074 and $1,076) and property, plant and equipment was $113 and $963 (three and nine months ended September 30, 2022 - $3,840 and $4,659).

26.	Commitments

At September 30, 2023 total commitments, measured at nominal value according to the contracts are:

Nature of supplier	1 year
Carbon credits		567	1,133	567	2,267
Energy acquisition		11	101	64	176
27.	Legal claim contingency
---	---

Sigma Brazil is a party to a small number of labor proceedings filed against them as second defendant, with subsidiary liability, totaling the amount of $493 (equivalent to R$ 1,824). Sigma Brazil has been advised by its legal counsel that the likelihood of loss is possible, but not probable. Accordingly, no provision for any liability has been made in these unaudited condensed interim consolidated financial statements.

Sigma Corporation is a party to arbitration filed against them amounting to $134 (equivalent to AUD 153) and $5,121 (equivalent to R$18,938 thousand). Sigma Corporation has been advised by its legal counsel that the likelihood of loss is possible, considering the amount of $134 (equivalent AUD 153). Accordingly, no provision for any liability has been made in these unaudited condensed interim consolidated financial statements.

| - 33 - |

| --- |

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim ConsolidatedFinancial Statements Three and Nine-Month Periods Ended September 30, 2023 and 2022

(Expressed in thousandsof Canadian dollars, except per share amounts, and number of shares, unless otherwise indicated)

28.	Subsequent Event

On October 19, 2023, the Company entered into a new export prepayment agreement with Banco Santander S.A.(Brasil) at the amount of US$9.4 million ($12,851) with maturity in January 2024.

In October 2023, Sigma Brazil has provided an additional loan to Tatooine in the amount of US$3.3 million (equivalent to $4.5 million).

On November 9, 2023, the third shipment of 21,000 tonnes of Green Lithium to Glencore AG (“Glencore”) was completed.

| - 34 - |

| --- |