Sigma Lithium Corp 6-K/A, filed Nov 18, 2022

Sigma Lithium Corp (SGML)

6-K/A 2022-11-18 For: 2022-03-31

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Added on August 22, 2026

About this 6-K/A

Sigma Lithium Corp filed this 6-K/A on November 18, 2022.

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Exhibit	Description

99.1	Restated management’s discussion and analysis for the three months ended March 31, 2022
99.2	Restated Condensed Interim Consolidated Financial Statements for the three months ended March 31, 2022.

	Sigma Lithium Corporation
	(Registrant)

Date: November 18, 2022	/s/ Ana Cristina Cabral Gardner
	Ana Cristina Cabral Gardner
	Co-Chief Executive Officer

	2022			2023		2024		2025		2026		2027
Guaranteed Quantity (in dry metric tonnes)		–			60,000		100,000		100,000		100,000		100,000
Optional Quantity (in dry metric tonnes)		15,000	⁽¹⁾		15,000		50,000		50,000		50,000		50,000

DIVISION OF RESPONSIBILITIES
WBS*	AREA	DESCRIPTION	DETAIL ENGINEERING
100	SITE WIDE	Bulk Earthworks	PRIMERO
200	CRUSHNG	Civil/Concrete	PRIMERO
		Structural Steel	PRIMERO
		Mechanical Equipment	PRIMERO
		Piping	PRIMERO
		Platework	PRIMERO
		Elect., Instr. & Control	PRIMERO
		Communications	PROMON
300	WET PLANT	Civil/Concrete	PRIMERO
		Structural Steel	PRIMERO
		Mechanical Equipment	PRIMERO
		Piping	PRIMERO
		Platework	PRIMERO
		Elect, Instr & Control	PRIMERO
		Communications	PROMON
600	INFRASTRUCTURE	Power/Water/Buildings/Etc.	PROMON
700	MINING	Mining General	MINING CONTRACTOR
700	MINING	Mining Facilities	MINING CONTRACTOR

Discipline	Progress
Concrete		64	%
Controls		5	%
Electrical & Instruments		51	%
General Engineering		70	%
Mechanical		73	%
Piping		17	%
Platework		58	%
Process Design		88	%
Project Management		71	%
Structural		62	%
Total		49	%

	o	The Company has the option to repurchase the Amilcar Royalty at any time for US$3.8 million. The holder of the Amilcar Royalty has the option to require the repurchase of the Amilcar Royalty for the same price, exercisable if (i) if Sigma Brazil enters into commercial production and reaches production of 40,000 tonnes of lithium concentrate per year; or (ii) if the original controlling group of Sigma Lithium Holdings Inc. ceases to have an indirect interest of at least 30% in Sigma Brazil on a fully diluted basis.
·		1.0% net revenue royalty, payable on the revenue from sales net of all taxes, royalties and transportation costs incurred during the process of extraction.


	2022 Restated				2021						2020
	Q1⁽⁸⁾		Q4⁽⁷⁾		Q3⁽⁶⁾		Q2⁽⁵⁾		Q1⁽⁴⁾		Q4⁽³⁾		Q3⁽²⁾		Q2⁽¹⁾
	$		$		$		$		$		$		$		$
Total Sales		—		—		—		—		—		—		—		—
Net loss		12,165		15,588		10,910		1,019		6,375		814		330		142
Net loss per share ⁽⁹⁾		0.12		0.18		0.12		0.01		0.08		0.01		0.00		0.00

	Three months ended March 31
	2022 Restated			2021		Change
	$			$		$
General and administrative expenses		1,359			641		718
Stock-based compensation (Restated)		12,642			5,451		7,191
Accretion and interest on note payable		15			38		(23	)
Interest on amounts drawn on a credit facility		—			68		(68	)
Foreign exchange loss		(1,873	)		164		(2,037	)
Depreciation		22			13		9
Net loss		12,165			6,375		5,790

Three Months Ended March 31,	2022		2021
Salaries and benefits	$	475	$	93
Legal		202		68
Travel		93		11
A10 - Cost Sharing Agreement		19		32
Business development and investor relations		408		121
Accounting		44		24
Auditing		13		197
Other general and administration		105		95
Total general and administrative expenditures	$	1,359	$	641

	Three Months Ended March 31
Cash flow highlights	2022			2021			Change
	$			$			$
Cash (used in) operating activities		(4,310	)		(2,199	)		(2,111	)
Cash (used in) investing activities		(10,041	)		(1,765	)		(8,276	)
Cash provided by financing activities		2,006			37,496			(35,490	)
Effect of foreign exchange on cash		(1,065	)		(227	)		(838	)
Change in cash		(13,410	)		33,305			(46,715	)
Cash - beginning of the period		154,305			13,543			140,762
Cash - end of the period		140,895			46,848			94,047

	Use of Proceeds
Disclosure in August 2020	(as of March 31, 2022)
	Category	Amounts
The Issuer intends to use the	Detailed engineering and pre-construction	10,737
net proceeds of the Offering	Funding of construction savings account ⁽¹⁾	1,507
for the engineering,	Environmental and Social Sustainability	2,346
procurement and construction	General Corporate administrative expenses	665
(the “EPC”) of the Project and	Financing service costs and advisory	107
for general corporate	Public company costs	70
purposes”.	Sales and Commercial expenses	188
	Audit accounting and Insurance	905
	Transaction cost (Brokers and Legal)	1,289
Total $17,813	Total	17,813
	Remaining proceeds to date	0

	Use of Proceeds
Disclosure in February 2021	(as of March 31, 2022)
	Category	Amounts
The Issuer intends to use the net proceeds of the Offering as outlined below:	Feasibility and development of project expansion	4,856
· Preparation of a definitive	Funding of construction savings account ⁽¹⁾	17,251
feasibility study and	General Corporate administrative expenses	2,712
permitting for Phase 2 of the	Financing service costs	4,850
development of the Grota do	Public company costs	1,092
Cirilo lithium project	Sales and Commercial expenses	316
· Further exploration drilling for	Audit accounting and Insurance	936
	Construction	7,152
Phase 3 of the Project and	Transaction cost (Brokers and Legal)	2,835
· General corporate purposes.
Total $42,000	Total use of proceeds	42,000
	Remaining proceeds to date	0

	Use of Proceeds
Disclosure in December 2021	(as of March 31, 2022)
	Category	Amounts
The Issuer intends to use the net proceeds of the Offering as outlined below:	Feasibility and development of project expansion	1,208
	General Corporate administrative expenses	311
· To fully-fund the	Financing service costs	651
construction of its phase 1	Environmental and Social Sustainability	606
production plant and mine,	Audit accounting and Insurance	406
· To further development of	Construction	4,070
phases 2 and 3 of its	Transaction cost (Brokers and Legal)	6,430
wholly owned
Grota do Cirilo Project, and
· For general corporate purposes.

Total $136,700	Total use of proceeds	13,682
	Remaining proceeds to date	123,018

Related Party		Nature of relationship
A10 Group		A10 Group is composed of A10 Advisory and A10 Investimentos Fundo De Investimento De Acoes - Investimento No Exterior (“A10 Fund”). Both companies are owned by one Co-CEO and one director of the Company.

Miazga		Miazga Participações S.A is a land administration company in which two Co-CEOs of the Company have an indirect economic interest.

Arqueana		Arqueana Empreendimentos e Participações S.A. is a land administration company in which two Co-CEOs of the Company have an indirect economic interest.

Key management personnel		Includes the directors of the Company, executive management team and senior management at Sigma Lithium.

	There Months Ended March 31, 2022							As at December 31, 2021
			Accounts							Accounts		Three Months Ended March 31, 2021
	Pre-		Payable/		Expenses/			Pre-		Payable/		Expenses/
	payments		Debt		Payments			Payments		Debt		Payments
	$		$		$			$		$		$
A10 Group
Cost Sharing Agreement		—		—		18			—		—		31
Revolving credit facility		—		—		—			—		—		31
Commission fees		—		—		—			—		—		2,345
Warrants		—		—		—			—		—		827
Miazga
Lease agreements		—		87		17			—		82		12
Prepaid land lease offset		117		—		—			104		—		3
Arqueana
Lease agreements		—		188		(10	)		—		168		6
Note Payable		—		—		(270	)		—		270		(396	)

	·	Transition from the exploration and evaluation stage to the development stage Judgment is required in determining when an exploration and evaluation project has demonstrated technical feasibility, commercial viability and transitions from the exploration and evaluation stage to the development stage. In assessing the technical feasibility and commercial viability of an asset or CGU, the estimated operating results and net cash flows are determined by estimating the expected future revenues and costs, including the future production costs, capital expenditures, site closure and environmental rehabilitation costs. The estimated net cash flows include cash flows expected to be realized from the extraction, processing and sale of proven and probable reserves as well as mineral resources when there is a high degree of confidence in the economic extraction of those resources

	·	Management applied judgment in determining the functional currency of the Company as the Canadian Dollar and its subsidiary to be the Brazilian Reais, based on the facts and circumstances that existed during the period;

	·	To ensure sufficient financial flexibility to achieve its ongoing business objectives, including funding future growth opportunities, and pursuing accretive acquisitions

Contractual Obligations	Up to 1 year		1-3 years		4 - 5 years		More than 5 years		Total
	($)		($)		($)		($)		($)
Accounts payable and other liabilities		1.434		—		—		—		1,434
Lease liabilities		31		57		49		138		275

	March 31,			December 31,
	2022			2021
Brazilian Reais
Current assets		3,017			4,279
Current liabilities		(4,881	)		(10,286	)

United States Dollar
Cash in banks		56,157			67,089

Cash in Foreign Currencies	March 31, 2022				December 31, 2021
	Amount		Equivalent		Amount in		Equivalent
	denominated		Amount		denominated		Amount
Denominated Currencies:	currency		in Canadian$		currency		in Canadian$
Deposits in Brazilian Reais		1,807	$	477		3,051	$	699
Deposits in United States Dollars		56,157		70,223		67,089		84,760

Total Cash			$	70,700			$	85,459

"Calvyn Gardner"		"Ana Cabral Gardner"
Co-Chairperson and Co-Chief Executive Officer		Co-Chairperson and Co-Chief Executive Officer

"Felipe Peres"
Chief Financial Officer

	March 31,			December 31,
	2022			2021
	Restated
ASSET
Current assets
Cash	$	140,895		$	154,305
Prepaid expenses and other assets (note 5)		1,834			809
Total current assets		142,729			155,114
Non-current assets
Prepaid expenses and other assets (note 5)		103			92
Exploration and evaluation assets (note 6)		11,846			7,884
Property, plant and equipment (note 7)		41,103			30,689
Total assets	$	195,781		$	193,779

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Account payable	$	1,312		$	3,554
Payroll and other taxes		642			439
Note payable (note 9)		-			270
Lease liability (note 10)		31			28
Other liabilities		122			39
Total current liabilities		2,107			4,330
Non-Current Liabilities
Deferred revenue (note 8)		4,007			4,007
Lease liability (note 10)		244			217
Asset retirement obligations (note 11)		188			162
Total Non-Current liabilities		4,439			4,386
Total liabilities		6,546			8,716

Shareholders' equity
Share capital (note 13)		229,709			224,820
Contributed surplus		40,984			30,881
Accumulated other comprehensive loss		(2,174	)		(3,519	)
Accumulated deficit		(79,284	)		(67,119	)
Total shareholders' equity		189,235			185,063
Total liabilities and shareholders' equity	$	195,781		$	193,779

	Number of common shares		Share capital			Contributed Surplus			Accumulated other comprehensive loss			Deficit			Total
						Restated						Restated
Balance, January 1, 2021		77,782,757	$	53,911		$	3,931		$	(2,858	)	$	(33,226	)	$	21,758

Private placement (note 13)		9,545,455		42,000			-			-			-			42,000
Share issue costs (note 13)		-		(2,620	)		-			-			-			(2,620	)
Agent warrants issued (note 16)		-		(873	)		873			-			-			-
Stock-based compensation (notes 18)		-		-			6,983			-			-			6,983
Net loss for the period		-		-			-			-			(6,375	)		(6,375	)
Other comprehensive loss for the period		-		-			-			(1,027	)		-			(1,027	)
Balance, March 31, 2021		87,328,212	$	92,418		$	11,787		$	(3,885	)	$	(39,601	)	$	60,719

Balance, January 1, 2022		99,377,349	$	224,820		$	30,881		$	(3,519	)	$	(67,119	)	$	185,063

Proceeds from warrants exercised (note 16)		532,860		3,218			(873	)		-			-			2,345
Exercise of RSUs (note 18)		536,333		1,671			(1,671	)		-			-			-
Stock-based compensation (notes 2 and 18)		-		-			12,647			-			-			12,647
Net loss for the period		-		-			-			-			(12,165	)		(12,165	)
Other comprehensive income for the period		-		-			-			1,345			-			1,345
Balance, March 31, 2022 (Restated)		100,446,542	$	229,709		$	40,984		$	(2,174	)	$	(79,284	)	$	189,235

	Statement of financial position as at March 31, 2022
	As perviously reported			Adjustments			As Restated
Contributed surplus		39,023			1,961			40,984
Accumulated deficit		(77,323	)		(1,961	)		(79,284	)
Total Shareholders ‘equity		189,235			-			189,235

	Net loss for the period
	As previously reported			Adjustments			As Restated
Three months ended March 31, 2022		(10,204	)		(1,961	)		(12,165	)
Loss per common share
Basic and diluted net loss per common share		0.10			0.02			0.12

	March 31, 2022		December 31, 2021
Current
Prepaid land lease	$	13	$	11
Prepaid expenses		1,326		330
Sales tax receivable		495		468
Total Current		1,834		809
Non-current - Prepaid Land Lease		103		92
Total receivables and other assets	$	1,937	$	901

	Three Months Ended		Three Months Ended
	March 31,		December 31,
	2022		2021
Opening balance	$	7,884	$	18,354
Personnel costs ^(a)		306		2,769
Geological costs		1,674		2,492
Drilling		534		4,754
Environmental consulting		110		194
Environmental compensation		25		305
Development / Engineering services		107		707
Other		15		192
Cumulative translation adjustment		1,191		188
Transfer to property, plant, and equipment (note 7)		-		(22,071	)
Closing balance	$	11,846	$	7,884

Cost	Vehicle		Furniture		Building		Machinery and Fixtures		Assets under construction		Pilot plant		Right-of-use assets		Total
Balance, December 31, 2021	$	53	$	49	$	11	$	303	$	30,057	$	184		276	$	30,933
Additions		-		7		-		9		7,259		-		-		7,275
Cumulative translation adjustment		8		8		2		47		3,066		28		42		3,201
Balance, March 31, 2022	$	61	$	64	$	13	$	359	$	40,382	$	212	$	318	$	41,409

Accumulated Depreciation/Amortization	Vehicle		Furniture		Building		Machinery and Fixtures		Assets under construction		Pilot plant		Right-of-use assets		Total
Balance, December 31, 2021	$	5	$	13	$	7	$	109	$	-	$	49	$	61	$	244
Depreciation		3		1		-		8		-		5		5		22
Cumulative translation adjustment		1		2		1		18		-		8		10		40
Balance, March 31, 2022	$	9	$	16	$	8	$	135	$	-	$	62	$	76	$	306

Net book value

Balance, December 31, 2021	$	48	$	36	$	5	$	194	$	30,057	$	134	$	215	$	30,689
Balance, March 31, 2022	$	52	$	48	$	5	$	224	$	40,382	$	150	$	242	$	41,103

	March 31, 2022			December 31, 2021
Opening balance	$	270		$	2,204
Accretion (adjustment to present value)		-			37
Interest Expense		15			18
Unrealized foreign exchange loss (gain)		41			(113	)
Payment of interest		(63	)		(274	)
Repayment		(263	)		(1,602	)
Closing balance	$	-		$	270

Lease liability, December 31, 2021	$	244
Interest expense		7
Lease payments		(13	)
Cumulative translation adjustment		37
Lease liability, March 31, 2022	$	275

As of March 31, 2022
Lease obligations	$	275
Less current portion		31
Non-current portion	$	244

As at March 31, 2022
Less than one year	$	43
Year 2		43
Year 3		43
Year 4		43
More than 5 years		425
Total contractual undiscounted cash flows	$	597

Asset retirement obligation, December 31, 2021	$	162
Accretion		2
Cumulative translation adjustment		24
Asset retirement obligation, March 31, 2022	$	188