Atlas Lithium Announces Pricing of $10 Million Registered Direct Offering with New U.S. Fundamental Institutional Investors

Atlas Lithium (NASDAQ: ATLX) priced a $10.0 million registered direct offering of 2,500,000 common shares at $4.00 per share with two new U.S. institutional investors.

Rhea-AI Summary

Atlas Lithium (NASDAQ: ATLX) priced a $10.0 million registered direct offering of 2,500,000 common shares at $4.00 per share with two new U.S. institutional investors. The company expects closing on or about December 8, 2025, subject to customary conditions.

Atlas Lithium said net proceeds will be used to advance the Neves Lithium Project toward production and for working capital and general corporate purposes. A.G.P./Alliance Global Partners is sole placement agent.

Positive

• Gross proceeds of $10.0 million from registered direct offering
• Sale of 2,500,000 shares to two long‑term U.S. institutions
• Proceeds earmarked to advance the Neves Lithium Project

Negative

• Issuance of 2,500,000 new shares will dilute existing shareholders
• Net proceeds reduced by undisclosed placement agent commissions and offering expenses

Argus Dec 5 session

-9.47% close to close Open Argus

Details

News Market Reaction – ATLX

On Dec 5, the day this news came out, ATLX closed 9.47% below the previous close.

Data tracked by StockTitan Argus for the Dec 5 session.

Market Context

On Dec 5, the day this news came out, the stock closed 9.5% below the previous close. The decline re...

Analysis

On Dec 5, the day this news came out, the stock closed 9.5% below the previous close. The decline reflects market sensitivity to equity issuance, with 2,500,000 new shares priced at $4.00 per share under a registered direct structure. This follows earlier ATM sales of 2,916,366 shares for $15.1 million, which already expanded the float. Historically, some positive operational news led to downside moves, suggesting that financing and dilution concerns could outweigh project progress when sentiment turned cautious.

Key Figures

Shares offered: 2,500,000 shares Offering price: $4.00 per share Gross proceeds: $10 million +4 more

Shares offered

2,500,000 shares

Common stock in registered direct offering

Offering price

$4.00 per share

Purchase price in registered direct offering

Gross proceeds

$10 million

Approximate gross proceeds before fees from offering

Expected closing

December 8, 2025

Anticipated closing date subject to customary conditions

ATM shares sold

2,916,366 shares

Q3 2025 common shares sold under ATM programs

ATM proceeds

$15.1 million

Aggregate net proceeds from ATM equity sales in Q3 2025

Shares outstanding

23,570,445 shares

Common shares outstanding as of November 10, 2025

Historical Context

5 past events · Latest: Nov 14

5 events

1. Nov 14

   Quarterly update

   24h Move

   +2.6%

   10-Q showed strong liquidity and Neves Project implementation progress.

2. Oct 06

   Strategic positioning

   24h Move

   +3.0%

   Named co-host of Brazil Critical Minerals Summit 2026, reinforcing sector profile.

3. Sep 22

   Exploration results

   24h Move

   +5.6%

   Subsidiary reported strong rare earth mineralization across two Brazilian projects.

4. Sep 02

   Project milestone

   24h Move

   -4.1%

   Iron Quadrangle Project update with expected Q4 2025 revenues and licenses.

5. Aug 25

   Exploration results

   24h Move

   -2.9%

   Subsidiary reported exceptional rare earth grades and premium graphite concentrate.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

registered direct offering, shelf registration statement, form s-3, prospectus supplement, +2 more

6 terms

registered direct offering financial

"for the purchase and sale of 2,500,000 shares of common stock at a purchase price of $4.00 per share, pursuant to a registered direct offering,"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

shelf registration statement regulatory

"This offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-289805)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"pursuant to an effective shelf registration statement on Form S-3 (File No. 333-289805)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"The offering is made only by means of a prospectus supplement and accompanying prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

base prospectus regulatory

"A prospectus supplement and the accompanying base prospectus relating to the registered direct offering"

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

securities and exchange commission regulatory

"which was declared effective by the Securities and Exchange Commission (the "SEC") on September 3, 2025."

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

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Boca Raton, Florida--(Newsfile Corp. - December 5, 2025) - Atlas Lithium Corporation (NASDAQ: ATLX) ("Atlas Lithium" or "Company"), a leading lithium development company advancing Brazil's premier hard-rock lithium project, today announced that it has entered into securities purchase agreements with two new long term U.S. institutional investors for the purchase and sale of 2,500,000 shares of common stock at a purchase price of $4.00 per share, pursuant to a registered direct offering, resulting in gross proceeds of approximately $10 million, before deducting placement agent commissions and other offering expenses. The closing of the offering is expected to occur on or about December 8, 2025, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the Offering for the advancement of its Neves Lithium Project towards production as well as working capital and general corporate purposes. A.G.P./Alliance Global Partners is acting as the sole placement agent for the Offering.

"We are honored to add as our newest shareholders these two premier, fundamental institutional investors," commented Marc Fogassa, Chairman and CEO of Atlas Lithium. "We believe that their investment strengthens our corporate profile as well as our balance sheet."

This offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-289805) which was declared effective by the Securities and Exchange Commission (the "SEC") on September 3, 2025. The offering is made only by means of a prospectus supplement and accompanying prospectus which is part of the effective registration statement. A prospectus supplement and the accompanying base prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Additionally, when available, electronic copies of the prospectus supplement and the accompanying base prospectus may be obtained, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based upon the current plans, estimates and projections of Atlas Lithium and its subsidiaries and are subject to inherent risks and uncertainties which could cause actual results to differ from the forward-looking statements. For example, Atlas Lithium is using forward-looking statements when it discusses the expected closing date, the expected use of proceeds and the belief that the investments by the institutional investors strengthens its corporate profile. Such statements include, among others, those concerning market and industry segment growth and demand and acceptance of new and existing products; any projections of production, reserves, sales, earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding future economic conditions or performance; uncertainties related to conducting business in Brazil, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. Therefore, you should not place undue reliance on these forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: Atlas Lithium's ability to successfully assemble and begin operations of its modular plant; reaching estimated production, development plans and cost estimates for the Neves Lithium Project as reported in the Definitive Feasibility Study (the "DFS"), included as Exhibit 96.1 to the Company's Current Report on Form 10-Q for the quarter ended June 30, 2025, filed with the SEC on August 4, 2025; discrepancies between actual and estimated mineral reserves and mineral resources, between actual and estimated development and operating costs, and between estimated and actual production; results from ongoing geotechnical analysis of projects; business conditions in Brazil; general economic conditions, geopolitical events, and regulatory changes; availability of capital; Atlas Lithium's ability to maintain its competitive position; manipulative attempts by short sellers to drive down our stock price; and dependence on key management.

Additional risks related to the Company and its subsidiaries are more fully discussed in the section entitled "Risk Factors" in the Company's Form 10-K filed with the SEC on March 28, 2025, and in the Company's Quarterly Reports on Form 10-Q filed with the SEC on May 9, 2025, August 4, 2025 and November 13, 2025. Please also refer to the Company's other filings with the SEC, all of which are available at www.sec.gov. In addition, any forward-looking statements represent the Company's views only as of today and should not be relied upon as representing its views as of any subsequent date. The Company explicitly disclaims any obligation to update any forward-looking statements.

Investor Relations
Gary Guyton
Vice President, Investor Relations
+1 (833) 661-7900
gary.guyton@atlas-lithium.com
https://www.atlas-lithium.com/
@Atlas_Lithium

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/277040

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Atlas Lithium (ATLX) announce on December 5, 2025?

Atlas Lithium announced a $10.0 million registered direct offering of 2,500,000 shares at $4.00 per share, with expected closing on or about December 8, 2025.

How will Atlas Lithium (ATLX) use the proceeds from the $10M offering?

The company intends to use net proceeds to advance the Neves Lithium Project toward production and for working capital and general corporate purposes.

Who are the placement agent and investors in the ATLX offering?

A.G.P./Alliance Global Partners is acting as sole placement agent; the shares were purchased by two new long‑term U.S. institutional investors.

When is the Atlas Lithium (ATLX) registered direct offering expected to close?

The offering is expected to close on or about December 8, 2025, subject to satisfaction of customary closing conditions.

How many shares did Atlas Lithium (ATLX) issue and at what price?

Atlas Lithium issued 2,500,000 common shares at a purchase price of $4.00 per share, totaling gross proceeds of approximately $10.0 million.

Will the ATLX offering dilute current shareholders and by how much?

Yes, the issuance of 2,500,000 new shares will dilute existing shareholders; the press release provides the share count issued but does not state the resulting ownership percentages.