STOCK TITAN

Atlas Lithium Q3 2026 net loss widens to $10.3M

Pre-assembly has begun for the Neves processing plant, which is expected to produce approximately 146,000 tonnes of lithium concentrate annually.

Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
10-Q

Rhea-AI Filing Summary

Atlas Lithium Corp (ATLX) reported a $10.3 million consolidated net loss for the third quarter of 2026, compared with $8.0 million a year earlier; it recorded no revenue in either quarter. For the first nine months, net revenue was $74,386, versus $56,980, while net loss was $38.3 million, versus $24.5 million.

At the Neves Project, the company began pre-assembly of its fully paid, company-owned processing plant in Brazil. The plant is expected to produce approximately 146,000 tonnes of lithium concentrate annually, and the company said the project remains on track toward first commercial production. It also reported executed contracts and firm agreements for key implementation work.

Cash and cash equivalents were $27.7 million and working capital was $10.0 million as of September 30, 2026; operating activities used $24.9 million during the nine months. The company believes cash will cover working-capital and capital-expenditure requirements for at least 12 months. It sold 2,185,197 shares under its at-the-market program for $11.3 million net during the period and expects to repay convertible notes due in November 2026 using available cash and cash equivalents.

1 point · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

1 major · 2 points

How the balance works

Positive

  • Minor pointNine-month net revenue was $74,386, versus $56,980.

Negative

  • Major pointNine-month net loss was $38.3 million, versus $24.5 million.
  • Moderate pointOperating cash use reached $24.9 million, versus $15.4 million.

Filing Explained

Stock-compensation issuance of nine hundred sixty-nine thousand ninety-five shares also diluted common ownership during the first nine months.

This quarterly report describes Atlas Lithium's voting structure as of September 30, 2026: its one outstanding Series A preferred share carries 51% of total votes, while common holders divide the remaining 49% proportionally. The filing says CEO and Chairman Marc Fogassa has held that share since December 18, 2012.

The balance sheet reports 30,122,793 common shares issued and outstanding at September 30, 2026; the cover reports 30,904,412 outstanding as of November 4, 2026. Issuing shares increases the total share count and reduces existing holders' percentage ownership, absent offsetting changes.

Third-quarter consolidated net loss $10.3 million Three months ended September 30, 2026; $8.0 million in 2025
Nine-month net revenue $74,386 Nine months ended September 30, 2026; $56,980 in 2025
Nine-month consolidated net loss $38.3 million Nine months ended September 30, 2026; $24.5 million in 2025
Net cash used in operating activities $24.9 million Nine months ended September 30, 2026; $15.4 million in 2025
Cash and cash equivalents $27.7 million As of September 30, 2026
ATM share sales and net proceeds 2,185,197 shares; $11.3 million net proceeds Nine months ended September 30, 2026
Expected annual lithium concentrate capacity Approximately 146,000 tonnes per year Neves Project processing plant
dense media separation technical
"modular dense media separation processing plant"
Dense media separation is a mineral-processing method that mixes mined rock with a heavy liquid so less-dense material floats and denser material sinks, allowing a physical sorting of ore from waste much like dropping stones into syrup where heavier ones sink. For investors, it matters because the technique affects how much saleable product a mine produces, the costs and energy use of processing, and environmental controls — all of which influence profitability and capital needs.
cash flow hedges financial
"designated and qualify as cash flow hedges"
A cash flow hedge is an accounting label companies use when they enter financial contracts—like currency or interest-rate agreements—to protect expected future cash payments or receipts from unpredictable moves. For investors, it signals that the company is trying to smooth out future cash variability (think of locking in a price to avoid surprises), which can reduce reported profit swings but also means the company has exposure to derivative instruments and their associated risks.
variable interest entities financial
"Atlas Critical Minerals and its subsidiaries are variable interest entities"
A variable interest entity (VIE) is a business that a company controls through contracts or special arrangements instead of owning a majority of its shares, like steering a puppet without holding its ticket. Investors care because these arrangements can hide who really bears the financial risks and rewards, affect how assets and liabilities appear on financial statements, and create extra legal or enforcement uncertainty that can change the value and risk of an investment.
functional currency financial
"changed their functional currency from Brazilian Reais to U.S. Dollars"
The functional currency is the single currency a company uses as its primary money for recording business transactions and preparing financial statements — think of it as the company's "home" currency or the money it budgets and measures performance in. It matters to investors because currency choices determine how foreign sales, costs and exchange-rate swings translate into reported revenue, profit and debt, affecting comparisons, risk assessments and valuation.
At the Market Offering Agreement financial
"entered into an At the Market Offering Agreement"
An at-the-market offering agreement is a contract that lets a company sell newly issued shares directly into the open market through a broker, at whatever price the stock is trading at that moment. For investors this matters because it can increase the number of shares available (which may dilute existing ownership) while providing a flexible, often faster way for the company to raise cash without fixing a price, similar to a vendor selling small batches at current market stalls rather than setting a single fixed price.

FAQ

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

Why did ATLX's nine-month net loss increase?

Atlas Lithium reported a nine-month net loss of $38.3 million, compared with $24.5 million a year earlier. Management attributed the increase mainly to $12.5 million more in general and administrative expenses, $1.5 million more in exploration expense, and $1.5 million more in stock-based compensation.

What is the expected capacity of ATLX's Neves processing plant?

The Neves plant is expected to produce approximately 146,000 tonnes of lithium concentrate per year. Its design includes recycling approximately 95% of process water and using 100% dry-stacked tailings, eliminating the need for a tailings dam.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended September 30, 2026

 

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

 

For the transition period from ____________ to ____________

 

Commission File Number 001-41552

 

ATLAS LITHIUM CORPORATION

(Exact name of registrant as specified in its charter)

 

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

 

Rua Antonio de Albuquerque, 156 – 17th Floor

Belo Horizonte, Minas Gerais, Brazil, 30.112-010

(Address of principal executive offices, including zip code)

 

(833) 661-7900

(Registrant’s telephone number, including area code)

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

As of November 4, 2026, there were outstanding 30,904,412 shares of the registrant’s common stock.

 

 

 

 

 

 

TABLE OF CONTENTS

 

    Page
Cautionary Note Regarding Forward-Looking Statements 3
     
PART I - FINANCIAL INFORMATION 4
     
Item 1. Financial Statements 4
     
  Condensed Consolidated Balance Sheets as of September 30, 2026 (Unaudited) and December 31, 2025 4
     
  Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2026 and 2025 (Unaudited) 5
     
  Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2026 and 2025 (Unaudited) 6
     
  Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025 (Unaudited) 8
     
  Notes to the Condensed Consolidated Financial Statements (Unaudited) 9
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 22
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 25
     
Item 4. Controls and Procedures. 25
     
PART II - OTHER INFORMATION 26
     
Item 1. LEGAL PROCEEDINGS 26
   
Item 1A. RISK FACTORS 26
     
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 26
     
Item 3. DEFAULTS UPON SENIOR SECURITIES 26
     
Item 4. MINE SAFETY DISCLOSURES 26
     
Item 5. OTHER INFORMATION 26
     
Item 6. Exhibits 27
     
Signatures 28

 

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CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this Quarterly Report are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential”, or “continue” or the negative of these terms or other similar expressions. However, the absence of these terms does not mean that the statement is not a forward-looking statement. Forward-looking statements in this Quarterly Report include, without limitation, statements regarding: our current expectations for our future results of operations and financial position; the planned development of our processing facility and our production capabilities; the advancement and development of the Minas Gerais Lithium Project; our ability to effectively process minerals and achieve commercial grade at scale; whether the Company’s exploration targets will ultimately be developed into mineral reserves; the timing and amount of any future production; risks and hazards inherent in the mining business (including risks inherent in exploring, developing, constructing and operating mining projects, environmental hazards, industrial accidents, weather or geologically related conditions); our ability to realize the benefits of our transactions with Mitsui & Co., Ltd; uncertainty about our ability to obtain required capital to execute our business plan and repay our obligations as they come due; volatility in the market prices of lithium and lithium products and demand for such products; the impact of U.S. tariffs on Brazilian imports, including the imposition of reciprocal tariffs or other retaliatory trade measures; geopolitical conflicts and military actions, including the ongoing conflict between the United States and Iran and associated risks to global markets, including energy markets; the potential success or positive outlook regarding any exploratory, developmental and production activities; our ability to obtain permits or otherwise comply with legal and regulatory requirements related to our projects and activities; and our ability to find and retain technical employees and consultants. These statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to differ materially from any future results, performance or achievement expressed or implied by these forward-looking statements.

 

The forward-looking statements in this Quarterly Report are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, therefore you should not unduly rely on these statements. Factors that could cause future results to materially differ from those projected, anticipated or expected in forward-looking statements include, but are not limited to: unprofitable efforts resulting not only from the failure to discover additional mineral deposits, but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production; uncertainty that mineral resources will be converted into mineral reserves or that mineral reserves will be mined as planned; market fluctuations; government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, including tariffs or other trade barriers, and environmental protection; competition; the loss of services of key personnel; unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of infrastructure as well as general economic conditions; and the factors described under the sections in this Quarterly Report titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other of our filings made with the Securities and Exchange Commission (the “SEC”). Additional information regarding risk factors that may affect us is included in our Annual Report on Form 10-K for fiscal year ended December 31, 2025, filed with the SEC on March 4, 2026, as amended by Amendment No, 1 thereto filed on Form 10-K/A filed with the SEC on August 14, 2026 (the “2025 Annual Report”). The risk factors contained in our 2025 Annual Report are updated by us from time to time in Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings that we make with the SEC.

 

You should read this Quarterly Report and the documents that we reference in this Quarterly Report completely and with the understanding that our actual future results may be materially different from what we expect. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

 

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PART I - FINANCIAL INFORMATION

 

Item 1 FINANCIAL STATEMENTS

 

ATLAS LITHIUM CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, 2026 and December 31, 2025

 

   September 30,   December 31, 
   2026   2025 
   (UNAUDITED)     
ASSETS          
Current assets:          
Cash and cash equivalents  $27,726,792   $35,935,104 
Accounts receivable   -    28,539 
Inventories   518,905    505,307 
Taxes recoverable   252,038    1,041,306 
Derivative assets   257,040    219,556 
Prepaid and other current assets   331,121    146,620 
Total current assets   29,085,896    37,876,432 
Taxes recoverable   739,891    673,545 
Property and equipment, net   52,893,164    47,959,905 
Intangible assets, net   241,372    309,258 
Right of use assets - operating leases, net   472,017    623,104 
Other assets   475,488    255,208 
Total assets  $83,907,828   $87,697,452 
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Accounts payable and accrued expenses  $8,593,647   $4,498,525 
Derivative liabilities   -    21,579 
Convertible debt   10,235,242    9,993,699 
Operating lease liabilities   305,373    286,876 
Other current liabilities   10,089    8,828 
Total current liabilities   19,144,351    14,809,507 
Operating lease liabilities   200,521    331,425 
Deferred consideration from royalties sold   20,000,000    20,000,000 
Other noncurrent liabilities   31,162    27,240 
Total liabilities   39,376,034    35,168,172 
           
Stockholders’ equity:          
Series A preferred stock, $0.001 par value. 1 share authorized; 1 share issued and outstanding as of September 30, 2026 and December 31, 2025   1    1 
Common stock, $0.001 par value. 200,000,000 and 200,000,000 shares authorized as of September 30, 2026 and December 31, 2025, respectively and 30,122,793 and 26,968,501 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively   30,123    26,969 
Additional paid-in capital   241,393,564    223,411,482 
Accumulated other comprehensive loss   (101,112)   (141,940)
Cumulative adjustment of the valuation of fin. instruments   219,308    224,905 
Accumulated deficit   (201,268,433)   (171,570,902)
Total Atlas Lithium Co. stockholders’ equity   40,273,451    51,950,515 
Noncontrolling interest   4,258,343    578,765 
Total stockholders’ equity   44,531,794    52,529,280 
Total liabilities and stockholders’ equity  $83,907,828   $87,697,452 

 

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

 

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ATLAS LITHIUM CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

For the Three and Nine Months Ended September 30, 2026 and 2025

 

   2026   2025   2026   2025 
   Three months ending September 30   Nine months ending September 30 
   2026   2025   2026   2025 
                 
Gross revenues   -    -    84,797    79,415 
Sales deductions   -    -    (10,411)   (22,435)
Net revenue   -    -    74,386    56,980 
Cost of revenue   -    -    (2,343)   (137,878)
Gross profit (loss)   -    -    72,043    (80,898)
Operating expenses                    
General and administrative expenses   8,097,968    6,515,392    28,429,077    15,954,054 
Stock-based compensation   1,224,549    1,469,199    9,337,761    7,877,085 
Exploration   1,244,621    -    1,489,258    - 
Other operating expenses   4,075    8,095    8,453    26,663 
Total operating expenses   10,571,213    7,992,686    39,264,549    23,857,802 
Loss from operations   (10,571,213)   (7,992,686)   (39,192,506)   (23,938,700)
Other (expense) income                    
Other (expense) income   (9,736)   (31,831)   (4,041)   (32,299)
Fair value adjustments, net   143    (3,313)   6,507    55,927 
Finance (costs) income   327,696    52,061    898,534    (553,965)
Total other (expense) income   318,103    16,917    901,000    (530,337)
Loss before provision for income taxes   (10,253,110)   (7,975,769)   (38,291,506)   (24,469,037)
Income taxes   -    -    -    - 
Net loss   (10,253,110)   (7,975,769)   (38,291,506)   (24,469,037)
Loss attributable to noncontrolling interest   (2,269,457)   (1,022,493)   (6,527,435)   (2,939,571)
Net loss attributable to Atlas Lithium Corporation stockholders  $(7,983,653)  $(6,953,276)  $(31,764,071)  $(21,529,466)
                     
Basic and diluted loss per share                    
Net loss per share attributable to Atlas Lithium Corporation common stockholders  $(0.27)  $(0.35)  $(1.10)  $(1.18)
                     
Weighted-average number of common shares outstanding:                    
Basic and diluted   30,090,273    20,153,907    28,906,999    18,233,406 
                     
Comprehensive loss:                    
Net loss  $(10,253,110)  $(7,975,769)  $(38,291,506)  $(24,469,037)
Other comprehensive results   (147,574)   26,699    32,644    904,497 
Comprehensive loss   (10,400,684)   (7,949,070)   (38,258,862)   (23,564,540)
Comprehensive results attributable to noncontrolling interests   (9,877)   (1,000,262)   (2,587)   (2,776,804)
Comprehensive loss attributable to Atlas Lithium Corporation stockholders  $(10,390,807)  $(6,948,808)  $(38,256,275)  $(20,787,736)

 

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

 

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ATLAS LITHIUM CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

For the Three Months Ended September 30, 2026 and 2025

 

                           Cumulative             
                           Adjustment             
   Series A               Accumulated   of the           Total 
   Preferred           Additional   Other   Valuation       Non   Stockholders’ 
   Stock   Common Stock   Paid-in   Comprehensive   of Fin.   Accumulated   controlling   Equity 
   Shares   Value   Shares    Value   Capital   Loss   Instruments    Deficit    Interests    (Deficit) 
                                         
Balance, June 30, 2025   1   $1    18,842,286   $18,842   $183,186,939   $(148,975)  $427,428   $(158,474,836)  $1,233,917   $26,243,315 
                                                   
Issuance of common stock in connection with sales made under private offerings   -    -    2,916,366    2,917    14,712,117    -    -    -    1,105,001    15,820,035 
Stock-based compensation   -    -    37,726    38    1,142,975    -    -    -    315,335    1,458,348 
Adjustment of the valuation of fin. instruments   -    -    -    -    -    -    (14,150)   -    -    (14,150)
Other changes in noncontrolling interest   -    -    -    -    -    -    -    369,495    (369,495)   - 
Change in foreign currency translation   -    -    -    -    -    18,617    -    -    22,230    40,849 
Net loss   -    -    -    -    -    -    -    (6,953,276)   (1,022,493)   (7,975,769)
                                                   
Balance, September 30, 2025   1   $1    21,796,378   $21,797   $199,042,031   $(130,358)  $413,278   $(165,058,617)  $1,284,495   $35,572,627 
                                                   
Balance, June 30, 2026   1   $1    30,062,617   $30,063   $240,486,076   $(102,125)  $358,018   $(193,335,227)  $6,270,952   $53,707,758 
                                                   
Issuance of common stock in connection with sales made under private offerings   -    -    -    -    -    -    -    -    -      
Stock based compensation   -    -    60,176    60    907,488    -    -    -    317,172    1,224,720 
Adjustment of the valuation of fin. instruments   -    -    -    -    -    -    (138,710)   -    (8,864)   (147,574)
Other changes in noncontrolling interest   -    -    -    -    -    -    -    50,447    (50,447)   - 
Change in foreign currency translation   -    -    -    -    -    1,013    -    -    (1,013)   - 
Net loss   -    -    -    -    -    -    -    (7,983,653)   (2,269,457)   (10,253,110)
                                                   
Balance, September 30, 2026   1   $1    30,122,793   $30,123   $241,393,564   $(101,112)  $219,308   $(201,268,433)  $4,258,343   $44,531,794 

 

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For the Nine Months Ended September 30, 2026 and 2025

 

                            Cumulative             
                            Adjustment             
   Series A               Accumulated   of the           Total 
   Preferred           Additional   Other   Valuation       Non   Stockholders’ 
   Stock   Common Stock   Paid-in   Comprehensive   of Fin.   Accumulated   controlling   Equity 
   Shares   Value   Shares   Value   Capital   Loss   Instruments   Deficit   Interests   (Deficit) 
                                         
Balance, December 31, 2024   1   $1    16,014,742   $16,015   $166,110,916   $(179,990)  $(278,820)  $(144,410,340)  $753,459   $22,011,241 
                                                   
Issuance of common stock in connection with sales made under private offerings   -    -    5,384,868    5,385    26,627,245    -    -    -    2,516,900    29,149,530 
                                                   
Stock-based compensation   -    -    396,768    397    6,303,870    -    -    -    1,672,130    7,976,397 
Adjustment of the valuation of fin. instruments   -    -    -    -    -    -    692,098    -    -    692,098 
Other changes in noncontrolling interest   -    -    -    -    -    -    -    881,189    (881,189)   - 
Change in foreign currency translation   -    -    -    -    -    49,632    -    -    162,766    212,398 
Net loss   -    -    -    -    -    -    -    (21,529,466)   (2,939,571)   (24,469,037)
                                                   
Balance, September 30, 2025   1   $1    21,796,378   $21,797   $199,042,031   $(130,358)  $413,278   $(165,058,617)  $1,284,495   $35,572,627 
                                                   
Balance, December 31, 2025   1   $1    26,968,501   $26,969   $223,411,482    (141,940)  $224,905   $(171,570,902)  $578,765   $52,529,280 
                                                   
Issuance of common stock in connection with sales made under private offerings   -    -    2,185,197    2,185    11,315,558    -    -    -    9,590,800    20,908,543 
Stock based compensation   -    -    969,095    969    6,666,524    -    -    -    2,685,340    9,352,833 
Adjustment of the valuation of fin. instruments   -    -    -    -    -    -    (5,597)   -    38,241    32,644 
Other changes in noncontrolling interest   -    -    -    -    -    -    -    2,066,540    (2,066,540)   - 
Change in foreign currency translation   -    -    -    -    -    40,828    -    -    (40,828)   - 
Net loss   -    -    -    -    -    -    -    (31,764,071)   (6,527,435)   (38,291,506)
                                                   
Balance, September 30, 2026   1   $1    30,122,793   $30,123   $241,393,564   $(101,112)  $219,308   $(201,268,433)  $4,258,343   $44,531,794 

 

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

 

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ATLAS LITHIUM CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

For the Nine Months Ended September 30, 2026 and 2025

 

   2026   2025 
   Nine months ending September 30 
   2026   2025 
         
Cash flows from operating activities of continuing operations:          
Net loss  $(38,291,506)   (24,469,037)
Adjustments to reconcile net loss to cash used in operating activities:          
Stock-based compensation   9,337,761    7,877,085 
Depreciation and amortization   97,369    88,549 
Lease expenses   258,405    135,190 
Interest expense   486,166    486,166 
Unwinding of non-current liabilities   77,707    100,308 
Fair value adjustments   (6,507)   (62,069)
Other non cash expenses   -    (6,606)
Gain/loss on FOREX transactions   20,722    386,524 
Changes in operating assets and liabilities:          
Inventories and accounts receivable   14,941    42,099 
Taxes recoverable   840,311    (109,386)
Prepaid and other current assets   (184,501)   (34,730)
Accounts payable and accrued expenses   2,612,684    290,747 
Other noncurrent assets and liabilities   (192,640)   (90,095)
Net cash used by operating activities   (24,929,088)   (15,365,255)
           
Cash flows from investing activities:          
Acquisition of capital assets   (3,326,067)   (5,897,200)
Capitalized exploration costs   (294,128)   (1,987,911)
Net cash used in investing activities   (3,620,195)   (7,885,111)
           
Cash flows from financing activities:          
Net proceeds from sale of common stock   11,317,743    26,632,630 
Proceeds from sale of subsidiary common stock to noncontrolling interests   9,590,800    2,516,900 
Cash used in payment of debt   (322,330)   (322,330)
Leases payments   (260,437)   (139,312)
Net cash provided by financing activities   20,325,776    28,687,888 
           
Effect of exchange rates on cash and cash equivalents   15,195    2,193 
Net increase (decrease) in cash and cash equivalents   (8,208,312)   5,439,715 
Cash and cash equivalents at beginning of period   35,935,104    15,537,476 
Cash and cash equivalents at end of period  $27,726,792    20,977,191 

 

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

 

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization and Description of Business

 

Atlas Lithium Corporation (together with its subsidiaries “Atlas Lithium,” the “Company,” the “Registrant,” “we,” “us,” or “our”) was incorporated under the laws of the State of Nevada, on December 15, 2011. The Company changed its management and business on December 18, 2012, to focus on mineral exploration in Brazil.

 

Basis of Presentation and Principles of Consolidation

 

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), consistent in all material respects with those applied in our 2025 Annual Report, and are expressed in United States dollars. The information included in this Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our 2025 Annual Report. For the period ended September 30, 2026 the condensed consolidated financial statements include the accounts of the Company; (i) its 100% owned subsidiary Atlas Lithium Limited and its subsidiary Atlas Litio Brasil Ltda (“Atlas Brazil”); (ii) its 100% owned subsidiary Athena Mineral Resources Corporation and its subsidiary Athena Litio Ltda; (iii) its 100% owned subsidiary Brazil Mineral Resources Corporation (BMR) and its subsidiary Atlas Recursos Minerais; (iv) its 19.96% equity interest in Atlas Critical Minerals Corporation (“Atlas Critical Minerals”) and its subsidiaries Mineração Apollo Ltda. (“Apollo”), Mineração Duas Barras Ltda. (“MDB”), RST Recursos Minerais Ltda. (“RST”) and Mineração Jupiter Ltda. We have concluded that Atlas Critical Minerals and its subsidiaries are variable interest entities (“VIEs”) in accordance with applicable accounting standards and guidance. As such, the accounts and results of Atlas Critical Minerals and their subsidiaries have been included in our condensed consolidated financial statements.

 

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

 

Business Segment

 

The Company has one reportable segment: mining. The mining segment derives revenue in Brazil by mining, beneficiating and selling material mined from the Company’s several mineral rights. The Company generates revenue solely from two operating projects of its minority-owned, consolidated subsidiary, Atlas Critical Minerals Corporation: quartzite and iron ore. The Company’s Neves Project is in the development stage. The Company’s other mineral projects are in the exploration stage.

 

The accounting policies of the mining segment are the same as those described in the summary of significant accounting policies.

 

The chief operating decision maker (“CODM”) of the mining segment is the Company’s chief executive officer. The CODM regularly reviews the revenue, significant expenses categories, including exploration and evaluation costs, and general and administrative expenses.

 

The significant expenses (including capitalized expenses) on which the CODM relies are those that are reported on the condensed consolidated balance sheet and statements of operations and comprehensive loss. Total segment assets as of September 30, 2026, were $83,907,828, primarily consisting of mineral rights, capitalized exploration/development costs and equipment acquisitions for the Neves Project.

 

All of the Company’s revenue and long-lived assets are located in Brazil. For the nine months ended September 30, 2026, the Company had one customer accounting for 100% of the Company’s revenue.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results may differ materially from those estimates.

 

Foreign Currency

 

Until December 31, 2025, with the exception of Atlas Brazil, our subsidiaries based in Brazil used a local currency (Brazilian Reais) as the functional currency. Resulting translation gains or losses were recognized as a component of accumulated other comprehensive income. The Company determined that, as of January 1, 2026, the U.S. dollar is the currency of the primary economic environment in which the Brazilian subsidiaries operate.

 

Effective January 1, 2026, the Company’s Brazilian subsidiaries changed their functional currency from Brazilian Reais to U.S. Dollars due to a shift in the underlying economic facts and circumstances affecting the subsidiaries’ operations and financing activities. In particular, our subsidiary Atlas Critical Minerals listed on the Nasdaq Capital Market and commenced trading on Nasdaq on January 9, 2026. As a result of such listing and the attendant access to U.S. capital markets, the U.S. dollar is the primary currency through which we and our Brazilian subsidiaries expect to raise any additional capital.

 

In accordance with Accounting Standards Codification (“ASC”) 830, the change in functional currency was accounted for prospectively from the date of change. As a result:

 

  ● assets and liabilities were translated into the new functional currency using exchange rates as of the date of change;
  ● nonmonetary assets and liabilities were translated at historical exchange rates (the effective date of the change is considered for the translation of existing nonmonetary assets and liabilities); and
  ● cumulative translation adjustments previously recorded in accumulated other comprehensive income were not reversed.

 

Recent Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements, other than those described in our 2025 Annual Report, that have been issued that are expected to have a material impact on its financial position or results of operations.

 

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS

 

Inventories

 

Inventories as of September 30, 2026, and December 31, 2025, are comprised of the following:

  

   September 30, 2026   December 31, 2025 
Materials and supplies   482,413    468,815 
Quartzite slabs   36,492    36,492 
Total  $518,905   $505,307 

 

Materials and supplies consist primarily of feedstock intended for use in the Company’s production processes related to lithium operations.

 

Quartzite inventories as of September 30, 2026 contain slabs produced through the cutting and polishing of natural quartzite. Slabs are actively sold in the market and classified as finished goods.

 

Property and Equipment

 

The following table sets forth the components of the Company’s property and equipment as of September 30, 2026 and December 31, 2025:

 

   September 30, 2026   December 31, 2025 
       Accumulated   Net Book       Accumulated   Net Book 
   Cost   Depreciation   Value   Cost   Depreciation   Value 
Capital assets subject to depreciation:                              
Computers and office equipment   36,998    (9,700)   27,298    29,314    (5,731)   23,583 
Machinery and equipment   307,109    (45,876)   261,233    202,051    (24,931)   177,120 
Facilities   16,327    (3,073)   13,254    16,327    (1,848)   14,479 
Land   5,300,967    -    5,300,967    4,346,554    -    4,346,554 
Prepaid assets (CIP)   31,574,452    -    31,574,452    29,124,356    -    29,124,356 
Mineral rights   8,071,415    (2,947)   8,068,468    6,921,197    (748)   6,920,449 
Exploration/Development costs   7,647,492    -    7,647,492    7,353,364    -    7,353,364 
Total fixed assets  $52,954,760   $(61,596)  $52,893,164   $47,993,163   $(33,258)  $47,959,905 

 

Exploration costs such as drilling, development and related costs are either classified as exploration and charged to operations as incurred, or capitalized, such as to assist with mine planning. Whether to capitalize an exploration/development cost or incur an expense also depends on whether the drilling or development costs relate to an ore body that has been determined to be commercially mineable and whether the expenditure relates to a probable future benefit to be generated singly or in combination with other assets. The basis of the mineral interest is amortized on a units-of-production basis.

 

Accounts Payable and Accrued Expenses

  

    September 30, 2026     December 31, 2025  
Trade payables     7,818,940       3,942,879  
Payroll and social charges     718,225       355,750  
Taxes payable     56,482       199,896  
Total   $ 8,593,647     $ 4,498,525  

 

Accounts payable increased as of September 30, 2026, compared to December 31, 2025, primarily as a result of increased operational activities and related expenditures as the Company advances its Neves project implementation activities.

 

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED)

 

Leases

 

Finance Leases

 

For the reporting period ended September 30, 2026, no financial leases meeting the criteria outlined in ASC 842 have been identified.

 

Operating Leases

 

Right of use (“ROU”) assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, we utilize our incremental borrowing rate in determining the present value of the future lease payments. The ROU asset includes any lease payments made and lease incentives received prior to the commencement date. Operating lease ROU assets also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. The ROU assets and lease liabilities are primarily related to the Company’s offices in Belo Horizonte and Araçuaí, as well as facilities for drilling core storage leased from third parties.

 

The lease agreements have terms between two to five years, with the possibility of extending one of the leases for an additional two years and another for an additional 12 months. The liability was measured at the present value of the lease payments discounted using interest rates with a weighted average rate of 6.5% which was determined to be our incremental borrowing rate. The continuity of the lease liabilities is presented in the table below:

 

      
Lease liabilities on December 31, 2025  $618,301 
Increase/Decrease  $79,539 
Unwinding of lease liabilities  $27,778 
Lease payments  $(260,437)
Foreign exchange   40,713 
Lease liabilities on September 30, 2026  $505,894 
      
Current portion  $305,373 
Non-current portion  $200,521 

 

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

  

      
Less than one year  $314,980 
Year 2  $146,265 
Year 3  $78,517 
Total contractual undiscounted cash flows  $539,762 

 

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED)

 

Convertible Debt

 

   September 30, 2026   December 31, 2025 
Due to Nanyang Investment Management Pte Ltd   6,141,130    5,996,205 
Due to Nicholas James Rowley   2,047,068    1,998,759 
Due to Modha Reena Bhasker   1,023,522    999,368 
Due to Clipper Group Limited   1,023,522    999,367 
Total convertible debt  $10,235,242   $9,993,699 
Current portion  $10,235,242   $9,993,699 
Non-current portion  $-   $- 

 

On November 7, 2023, we entered into a convertible note purchase agreement (the “November 2023 Convertible Note Agreement”) with a number of investors to raise up to $20,000,000 in proceeds through the issuance of convertible promissory notes with the following key terms:

 

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

 

On November 7, 2023, we issued $10,000,000 in convertible promissory notes (the “Notes”) under the terms of the November 2023 Convertible Note Purchase Agreement, and there were no other purchases and sales of the convertible promissory notes. On the date of issuance, we received $10,000,000 in cash proceeds and recorded (i) a $9,688,305 convertible debt liability and (ii) a $311,695 conversion feature derivative liability in our consolidated statement of financial position, as further disclosed below. In the three and nine months ended September 30, 2026, the Company recorded $163,836 and $486,166 in interest expense and $26,186 and $77,707 in accretion expense in the condensed consolidated statement of operations and comprehensive loss ($163,836 and $486,166 in interest expenses and $26,188 and $77,710 in accretion expense in the three and nine months ended September 30, 2025). The Notes will become due in November, 2026 and the Company expects to repay the outstanding principal and accrued interests using its available cash and cash equivalents.

 

Derivatives

 

   September 30, 2026   December 31, 2025 
Derivative assets          
Derivative assets - non-deliverable forward   257,040    219,556 
Total derivative assets  $257,040   $219,556 
Derivative liabilities          
Derivative liability – conversion feature on the convertible debt   -    6,507 
Derivative liability – restricted stock awards   -    15,072 
Total derivative liabilities  $-   $21,579 

 

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED)

 

a) Derivative liability – embedded conversion feature on convertible debt

 

On November 7, 2023, the Company issued the Notes. In accordance with Financial Accounting and Standards Board (“FASB”) ASC 815, the conversion feature of the convertible debt was determined to be an embedded derivative. As such, it was bifurcated from the host debt liability and was recognized as a derivative liability in the consolidated balance sheets. The derivative liability is measured at fair value through profit or loss.

 

On December 31, 2025, the fair value of the embedded conversion feature was determined to be $6,507 using a Black-Scholes collar option pricing model with the following assumptions:

  

   Value cap   Value floor 
Measurement date  December 31, 2025   December 31, 2025 
Shares to be issued in case of conversion   354,297    354,297 
Stock price at fair value measurement date  $4.230   $4.230 
Conversion price  $28.225   $35.281 
Expected volatility   83.551%   83.551%
Risk-free interest rate   3.48%   3.48%
Dividend yield   0%   0%
Expected term (years)   0.85    0.85 

 

On September 30, 2026, the fair value of the embedded conversion feature was determined to be nil using a Black-Scholes collar option pricing model with the following assumptions:

 

   Value cap   Value floor 
Measurement date  September 30, 2026   September 30, 2026 
Shares to be issued in case of conversion   354,297    354,297 
Stock price at fair value measurement date  $2.520   $2.520 
Conversion price  $28.225   $35.281 
Expected volatility   19.953%   19.953%
Risk-free interest rate   4.02%   4.02%
Dividend yield   0%   0%
Expected term (years)   0.10    0.10 

 

In the Black-Scholes collar option pricing models, the expected volatilities were based on historical volatilities of the securities of the Company and its trading peers, and the risk-free interest rates were determined based on the prevailing rates at the grant date for U.S. Treasury Bonds with a term equal to the expected term of the instrument being valued.

 

In the three and nine months ended September 30, 2026, the Company recognized a $143 and a $6,507 gain on changes in fair value of financial instruments in the condensed consolidated statement of operations and comprehensive loss ($3,313 loss and $55,927 gain in the three and nine months ended September 30, 2025).

 

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED)

 

b) Derivative liability – other stock incentives

 

The employment agreement of Igor Tkachenko, a Vice President of the Company, dated September 30, 2023, provides for the issuance of shares of the Company’s common stock based on us achieving certain market capitalization milestones. As of September 30, 2026, the Company’s obligations under this employment agreement contemplate the issuance of additional shares of the Company’s common stock in five tranches, each representing 0.2% of the Company’s common stock outstanding at the time of vesting, with an expiry date of December 31, 2026 and market vesting conditions as follows:

 

- Tranche 3: when the Company achieves a $400 million market capitalization
- Tranche 4: when the Company achieves a $500 million market capitalization
- Tranche 5: when the Company achieves a $600 million market capitalization
- Tranche 6: when the Company achieves a $800 million market capitalization
- Tranche 7: when the Company achieves a $1.0 billion market capitalization

 

In accordance with FASB ASC 815, these RSU awards were classified as a liability, measured at fair value through profit or loss, and compensation expense is recognized over the expected term.

 

As of September 30, 2026, Tranche 3, Tranche 4, Tranche 5, Tranche 6 and Tranche 7 remain outstanding and unvested, and the total fair value of these outstanding rights to receive restricted stock was nil, as measured using a Monte Carlo Simulation with the following ranges of assumptions: the Company’s stock price of $2.52, expected dividend yield of 0%, expected annual volatility of 67.42%, risk-free interest rate of 4.26%, and an expected term of 3 months. The expected volatilities were based on historical volatilities of the securities of the Company and its trading peers, and the risk-free interest rates were determined based on the prevailing rates at the grant date for U.S. Treasury Bonds with a term equal to the expected term of the award being valued.

 

c) Derivative asset - Non-Deliverable Forward

 

Our Brazilian subsidiaries are exposed to foreign-currency exchange-rate fluctuations in the normal course of business because a portion of their expenses are paid in Brazilian Reais (BRL). To mitigate this exposure, these subsidiaries utilize non-deliverable forward foreign-exchange contracts (“NDFs”), which are designed to offset changes in cash flows attributable to currency exchange movements.

 

The Company applies hedge accounting in accordance with U.S. GAAP (ASC 815). As a result, these derivative instruments are designated and qualify as cash flow hedges, with the entire gain or loss on the derivative initially recorded in Other Comprehensive Income (OCI). These amounts remain deferred in OCI and are subsequently reclassified into earnings in the same income statement line item as the hedged item when it affects earnings.

 

Atlas Lithium actively monitors the derivative portfolio of its subsidiaries on a monthly basis to assess financial results and cash flow implications. These contracts are used strictly for risk management purposes, and none of our Brazilian subsidiaries engage in speculative foreign-exchange transactions. Additionally, these contracts do not contain any credit-risk-related contingent features.

 

As of September 30, 2026, the fair value of outstanding NDF contracts was recorded as Derivative assets on the balance sheet.

 

For the 9 months period ended September 30, 2026:

 

  ● we had unrealized gains/(losses) from NDF contracts recognized in OCI of $32,644; and
     
  ● we reclassified $771,851 of revenue into Finance (costs) income from Other Comprehensive Income (OCI).

 

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED)

 

The following table summarizes the non-deliverable forward foreign exchange contracts that remain open as of September 30, 2026:

 

Subsidiary 

Dates

Entered Into

 

Derivative Financial

Instrument

 

Total Notional

Amounts (USD)

  

FX rate

(BRL/USD)

  

Total Notional

Amounts (BRL)

  

Settlement

Dates (Range)

                      
Mineração Apollo Ltda  March, 2026  Forward foreign exchange contracts (USD/BRL)  $750,000    5.54    4,155,750   30-Oct-2026 - 30-Dec-2026
                         
Atlas Litio Brasil Ltda  December, 2025  Forward foreign exchange contracts (USD/BRL)  $1,500,000    5.96    8,944,200   15-Oct-2026 -
30-Dec-2026

 

NOTE 3 – DEFERRED OTHER INCOME

 

On May 2, 2023, the Company and Atlas Brazil entered into a Royalty Purchase Agreement (the “Purchase Agreement”) with Lithium Royalty Corp., a Canadian company listed on the Toronto Stock Exchange (“LRC”). The transaction contemplated under the Purchase Agreement closed simultaneously on May 2, 2023, whereby Atlas Brazil sold to LRC in consideration for $20,000,000 in cash, a royalty interest equaling 3% of the gross revenue (the “Royalty”) to be received by Atlas Brazil from the sale of products from 19 mineral rights and properties that are located in Brazil and held by Atlas Brazil. Deferred income recognized will be charged to profit and loss on a units-of-sale basis in accordance with the sales of the spodumene produced in mineral rights objective of the Purchase Agreement.

 

On the same day, Atlas Brazil and LRC entered into a Gross Revenue Royalty Agreement (the “Royalty Agreement”) pursuant to which Atlas Brazil granted LRC the Royalty and undertook to calculate and make royalty payment on a quarterly basis commencing from the first receipt of the sales proceeds with respect to the products from the Property. The Royalty Agreement contains other customary terms, including but not limited to, the scope of the gross revenue, Atlas Brazil’s right to determine operations, and LRC’s information and audit rights.

 

NOTE 4 – OTHER NONCURRENT LIABILITIES

 

Other noncurrent liabilities are comprised of tax refinancing programs at our operating subsidiaries located in Brazil and provisions for contingencies. The balance of these non-current liabilities as of September 30, 2026, and December 31, 2025, amounted to $31,162 and $27,240, respectively.

 

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 5 – STOCKHOLDERS’ EQUITY

 

Authorized Stock

 

As of December 31, 2025 and September 30, 2026, the Company had 200,000,000 authorized shares of common stock, with a par value of $0.001 per share.

 

On November 22, 2024, we entered into an At the Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”) with respect to an at the market offering program, under which we were able, from time to time in our sole discretion, issue and sell through Wainwright, acting as agent, up to $25.0 million of shares of our common stock. The issuance and sale of our common stock under the ATM Agreement were made pursuant to a prospectus supplement, dated November 22, 2024, to our registration statement on Form S-3, filed with the SEC on August 25, 2023, which was declared effective on September 18, 2023 (the “2023 Form S-3”). Sales under the ATM Agreement and the 2023 Form S-3 were completed in September 2025 upon the sale of an aggregate of $25.0 million of our common stock, representing the maximum amount permitted under the 2023 Form S-3.

 

On August 22, 2025, we filed a registration statement on Form S-3 with the SEC, which was declared effective on September 3, 2025 (the “2025 Form S-3”). Following the effectiveness of the 2025 Form S-3, the issuance and sale of additional shares of our common stock pursuant to the ATM Agreement have and may be made under the 2025 Form S-3, including the base prospectus and the sales agreement prospectus contained therein (as each may be supplemented or amended), for so long as the 2025 Form S-3 remains effective. The 2025 Form S-3 permits the sale of up to $75 million of our common stock, preferred stock, or warrants, including an aggregate of up to $40 million pursuant to the ATM Agreement.

 

During the three and nine months ended September 30, 2026, we sold nil and 2,185,197 shares, respectively, under the ATM Agreement and the 2025 Form S-3, for proceeds of nil and $11.3 million, respectively, net of commissions and fees.

 

Series A Preferred Stock

 

On December 18, 2012, we filed with the Nevada Secretary of State a Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) to designate one share of a new series of preferred stock. The Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock provides that for so long as Series A Preferred Stock is issued and outstanding, the holders of Series A Preferred Stock shall vote together as a single class with the holders of our common stock, with the holders of Series A Preferred Stock being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Series A Preferred Stock then outstanding, and the holders of common stock are entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power. The one outstanding share of our Series A Preferred Stock has been held by our Chief Executive Officer and Chairman, Mr. Fogassa since December 18, 2012.

 

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)

 

Nine Months Ended September 30, 2025 Transactions

 

During the nine months ended September 30, 2025, the Company issued an aggregate of 5,781,636 shares of Common Stock, as follows:

 

Nature  Shares 
Shares issued in connection with stock-based compensation   396,768 
Sales of common stock (ATM process)   5,384,868(*)
Total   5,781,636 

 

(*) 5,384,868 shares of Common Stock were sold through the 2025 Form S-3 and the ATM Agreement for proceeds of $26.6 million, net of commissions and fees.

 

Nine Months Ended September 30, 2026 Transactions

 

During the nine months ended September 30, 2026, the Company issued an aggregate of 3,154,292 shares of its Common Stock, as follows:

 

Nature  Shares 
Shares issued in connection with stock-based compensation   969,095 
Sales of common stock (ATM process)   2,185,197(*)
Total   3,154,292 

 

(*) 2,185,197 shares of Common Stock were sold through the 2025 Form S-3 and the ATM Agreement for proceeds of $11.3 million, net of commissions and fees.

 

Common Stock Options

 

During the nine months ended September 30, 2026 and 2025, the Company granted options to purchase Common Stock to officers and directors. The options were valued using the Black-Scholes option pricing model with the following ranges of assumptions:

 

   September 30, 2026   September 30, 2025 
Expected volatility   84.60% – 97.43%   84.01% – 84.01%
Risk-free interest rate   4.17% – 4.44%   4.57% – 4.57%
Stock price on date of grant  $4.38 – 4.40   $6.97 – 6.97 
Dividend yield   0.00%   0.00%
Expected term   1 year    1 year 

 

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)

 

Changes in common stock options for the nine months ended September 30, 2025 and 2026 were as follows:

 

 

  

Number of

Options

Outstanding and Vested

  

Weighted Average

Exercise Price

  

Remaining

Contractual

Life (Years)

  

Aggregated

Intrinsic

Value

 
Outstanding and vested, January 1, 2025   40,667   $0.2041    3.44   $249,122 
Issued (1)   439,996    0.0077    -    - 
Exercised   -    -    -    - 
Forfeited   -    -    -    - 
Outstanding and vested, September 30, 2025   480,663   $0.0243    4.88   $2,276,256 

 

  

Number of

Options

Outstanding and Vested

  

Weighted Average

Exercise Price

  

Remaining

Contractual

Life (Years)

  

Aggregated

Intrinsic

Value

 
Outstanding and vested, January 1, 2026   70,667   $0.1217    4.10   $290,321 
Issued (2)   454,996    0.0075    -    - 
Exercised   (2,500)   0.0075    -    - 
Forfeited   (7,500)   0.0075    -    - 
Outstanding and vested, September 30, 2026   515,663   $0.0232    4.01    1,287,533 

 

(1) In the nine months ended September 30, 2025, 439,996 common stock options were issued with a grant date fair value of $3,066,772.
(2) In the nine months ended September 30, 2026, 454,996 common stock options were issued with a grant date fair value of $1,993,182.

 

During the three and nine months ended September 30, 2026, the Company recorded $487,346 and $1,472,987 in stock-based compensation expense from common stock options in the condensed consolidated statements of operations and comprehensive loss ($766,693 and $2,337,433, during the three and nine months ended September 30, 2025).

 

Common Stock Purchase Warrants

 

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

 

During the nine months ended September 30, 2026, the Company did not issue common stock purchase warrants. When issued, the common stock purchase warrants are valued using the Black-Scholes option pricing model. Warrants issued during the year ended December 31, 2025 were valued using the following ranges of assumptions:

 

    September 30, 2026       December 31, 2025  
Expected volatility     n/a       85.43% - 85.43 %
Risk-free interest rate     n/a       4.20% - 4.20 %
Stock price on date of grant   $ n/a     $ 6.45 - 6.45  
Dividend yield     n/a       0% - 0 %
Expected term     n/a       1.99 - 1.99 Years  

 

Changes in common stock purchase warrants for the nine months ended September 30, 2026 were as follows:

 

  

Number of

Warrants

Outstanding

and Vested

  

Weighted

Average

Exercise Price

  

Weighted

Average

Contractual

Life (Years)

  

Aggregated

Intrinsic

Value

 
Outstanding and vested, January 1, 2026   75,000   $8.1250    1.08   $- 
Warrants Issued   -   $-    -    - 
Outstanding and vested, September 30, 2026   75,000   $8.1250    0.33   $- 

 

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)

 

During the three and nine months ended September 30, 2026, the Company did not record any stock-based compensation expense related to common stock purchase warrant activity in the condensed consolidated statements of operations and comprehensive loss (nil and $200,981 during the three and nine months ended September 30, 2025)

 

Restricted Stock Units (“RSUs”)

 

Restricted stock units (“RSUs”) are granted by the Company to its officers, consultants and directors of the Company as a form of stock-based compensation. The RSUs are granted with varying immediate-vesting, time-vesting, performance-vesting, and market-vesting conditions as tailored to each recipient. Each RSU represents the right to receive one share of the Company’s common stock immediately upon vesting.

 

Changes in RSUs for the nine months ended September 30, 2026 and September 30, 2025 were as follows:

 

   Number of 
   RSUs Outstanding 
Outstanding at January 1, 2026   194,000 
Granted (1)   148,540 
Vested (2)   (53,635)
Forfeited (3)   (40,000)
Outstanding at September 30, 2026   248,905 

 

  

Number of

RSUs Outstanding

 
Outstanding at January 1, 2025  572,476 
Granted (4)   313,903 
Vested (5)   (340,403)
Expired or cancelled (6)  (13,750)
Outstanding at September 30, 2025  532,226 

 

(1) In the nine months ended September 30, 2026, 148,540 RSUs were granted to officers and consultants of the Company, with a total grant date fair value of $644,610 as measured at an average of $4.34 per share trailing price to the date the RSU were granted. All RSUs include time-based vesting conditions of four years.
(2) In the nine months ended September 30, 2026, 53,635 RSUs vested and were settled through the issuance of 53,635 shares of common stock.
(3) In the nine months ended September 30, 2026, 40,000 RSUs were forfeited upon termination or amendment of employment and service agreements with current and former executives and consultants of the Company.
(4) 313,903 RSUs were granted to officers and consultants of the Company, with a total grant date fair value of $1,684,293 as measured at an average of $5.37 per share price trailing to the date the RSU was granted, as follows: (i) 270,903 RSUs which immediately vested upon grant and (ii) 43,000 RSUs with time-based vesting of four years.
(5) 340,403 RSUs vested and were settled through the issuance of 340,403 shares of common stock.
(6) 13,750 RSUs were forfeited upon termination of employment and service agreements with former executives and consultants of the Company.

 

During the three and nine months ended September 30, 2026, the Company recorded $315,203 and $734,606 in stock-based compensation expense from the Company’s RSU activity in the period ($376,320 and $3,765,853 during the three and nine months ended September 30, 2025).

 

Other stock incentives measured at fair value through profit or loss

 

As of September 30, 2026, the Company had certain other outstanding obligations to issue shares of the Company’s common stock in the event certain market conditions are met pursuant to an officer’s employment agreement, as further disclosed in the ‘Derivative liabilities’ section above. These were designated as liability-classified awards and are measured at fair value through profit or loss. As of September 30, 2026, the Company recognized a nil derivative liability and would have been obligated to issue 301,115 shares of common stock pursuant to these other stock incentives had the conditions of such stock incentives been met (December 31, 2025: recognized a $15,072 derivative liability relating to 265,685 shares of common stock that the Company would have been obligated to issue had the conditions of the stock incentives been met).

 

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 6 – COMMITMENTS AND CONTINGENCIES

 

Commitments

 

The following table summarizes certain of Atlas’s contractual obligations at September 30, 2026:

 

       Less than           More than 
   Total   1 Year   1-3 Years   3-5 Years   5 Years 
Lithium processing plant construction (1)  $502,614   $502,614   $-   $-   $- 
Total   502,614    502,614    -    -    - 

 

(1) Lithium processing plant construction obligations are related to agreements with suppliers contracted for the construction of the processing plant, with the majority of payments due upon delivery.

 

NOTE 7 – RELATED PARTY TRANSACTIONS

 

The related party transactions are recorded at the exchange amount transacted as agreed between us and the related party. All the related party transactions have been reviewed and approved by the board of directors.

 

Our related parties include:

 

Mitsui & Co. Ltd.

 

Mitsui & Co., Ltd. (“Mitsui”) is a non-controlling shareholder of the Company. In the course of preparing condensed consolidated financial statements, we eliminate the effects of various transactions conducted between Atlas Lithium and its subsidiaries and among the subsidiaries.

 

On March 28, 2024, the Company entered into a Securities Purchase Agreement with Mitsui, pursuant to which the Company agreed to issue and sell to Mitsui, and Mitsui agreed to purchase from the Company shares of the Company’s common stock for an aggregate subscription amount of $30 million at a per share purchase price of $16.0321. The transaction closed in connection with a registered offering under the Company’s registration statement on Form S-3 (No. 333-274223) (the “Mitsui Registered Offering”).

 

On March 28, 2024, in connection with the closing of the Mitsui Registered Offering, the Company entered into an Investor Rights Agreement with Mitsui (the “Investor Rights Agreement”). The Investor Rights Agreement provides Mitsui with certain rights, including without limitation anti-dilution rights to maintain its proportionate ownership percentage in future issuances of the Company’s common stock or equity-linked securities (subject to certain exceptions), visitation rights to the Company’s properties, information and access rights including quarterly management presentations and meetings with the Company’s senior management, and provisions regarding the Company’s dividend policy. The Investor Rights Agreement automatically terminates upon certain events including if Mitsui’s beneficial ownership falls below 5% of the Company’s outstanding shares or upon the occurrence of a material transaction as defined in the Investor Rights Agreement.

 

On March 27, 2024, in connection with the closing of the Mitsui Registered Offering, our subsidiary Atlas Brazil and Mitsui entered into an Offtake and Sales Agreement, pursuant to which Atlas Brazil agreed to sell and deliver to the Mitsui, and Mitsui agreed to purchase and take delivery of, (i) the spot quantity of fifteen thousand (15,000) dry metric tons of Atlas Brazil’s product, and, subject to the fulfillment of certain conditions precedent, (ii) up to sixty thousand (60,000) dry metric tons of Atlas Brazil’s product for each year, up to a total of three hundred thousand (300,000) dry metric tons.

 

During the nine months ended September 30, 2026, the Company issued 196,839 shares of its common stock to Mitsui & Co., Ltd., with an aggregate value of $1.0 million, pursuant to the terms of a Memorandum of Understanding entered into on January 5, 2026. The shares were issued upon the achievement of specified contractual milestones related to advisory services provided by Mitsui in support of the Company’s financing efforts and strategic government initiatives for the Neves Project.

 

Atlas Critical Minerals Corporation

 

In January 2026, Atlas Critical Minerals successfully completed an underwritten public offering (the “Offering”) of 1,200,000 shares of its common stock at a public offering price of $ 8.00 per share. In addition, the underwriters fully exercised their over-allotment option, contributing an additional 180,000 shares to the Offering total, resulting in total gross proceeds of approximately $11.0 million, before deducting underwriting discounts and offering expenses. The Company participated in the Offering with a total investment of $400,000 for the acquisition of 50,000 shares of Atlas Critical Minerals. Atlas Critical Minerals’ common stock commenced trading on Nasdaq on January 9, 2026, under the ticker symbol “ATCX”.

 

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 7 – RELATED PARTY TRANSACTIONS (CONTINUED)

 

The proceeds are being used to advance exploration and development activities on Atlas Critical Minerals’ mineral properties in Brazil and for general working capital purposes.

 

On December 19, 2024, we entered into an Option Agreement (the “Option Agreement”) with Atlas Critical Minerals, pursuant to which we granted Atlas Critical Minerals an option to purchase 100% of our equity interests in BMR (the “Option”). The Option was originally exercisable within 12 months of Atlas Critical Minerals’ filing of a Form F-1 registration statement with the SEC, which occurred on September 15, 2025. Before the expiration of the original Option term, we entered into a First Amendment to the Option Agreement, extending the exercise period to December 31, 2027. The purpose of the extension was to provide additional time for Atlas Critical Minerals to evaluate and potentially exercise the acquisition option. All other terms and conditions of the Option Agreement remain unchanged.

 

In the nine months ended September 30, 2026, Atlas Critical Minerals was party to the following stock-based compensation transactions with related parties of the Company:

 

Pursuant to the amended and restated employment agreement between Atlas Critical Minerals and Mr. Fogassa, dated June 26, 2024 (the “Fogassa ACM Agreement”), Atlas Critical Minerals issued 147,359 shares of its common stock to Mr. Fogassa during the quarter ended March 31, 2026 in accordance with the Fogassa ACM Agreement.

 

On October 30, 2025, Atlas Critical Minerals entered into an employment agreement with Igor Tkachenko, our Vice President of Corporate Strategy, for Mr. Tkachenko to serve as Atlas Critical Minerals’ Vice President of Corporate Strategy, effective February 1, 2026 (the “Tkachenko ACM Agreement”). The Tkachenko ACM Agreement shall continue until March 1, 2028, subject to renewal by mutual consent. Pursuant to the Tkachenko ACM Agreement, Mr. Tkachenko received 75,067 time-based restricted stock units (“RSUs”) of Atlas Critical Minerals with value equivalent to $840,000, which will vest over 24 months, in equal installments of 25% on each 6-month anniversary of the Tkachenko ACM Agreement. On August 3, 2026, Mr. Tkachenko received the first installment of the RSU award, consisting of 18,767 shares of Atlas Critical Minerals’ common stock, representing 25% of the total time-based RSUs granted under the Tkachenko ACM Agreement. Mr. Tkachenko is also entitled to receive fully vested shares of Atlas Critical Minerals’ common stock with value equivalent to $420,000 if and when Atlas Critical Minerals first achieves $300 million in market capitalization, as determined by Bloomberg L.P. The Tkachenko ACM Agreement further provides that in the event that Atlas Critical Minerals undergo a change in control and any of the RSUs or the shares of Atlas Critical Minerals’ common stock have not yet vested, Mr. Tkachenko’s right to receive such RSUs and shares will be accelerated.

 

In addition to the securities issued pursuant to the Fogassa ACM Agreement and the Tkachenko ACM Agreement, during the nine months ended September 30, 2026, Atlas Critical Minerals issued 163,156 restricted stock units and 53,521 shares of common stock of Atlas Critical Minerals to officers and directors thereof at a weighted average price of $5.29 per share in settlement of $283,333 in salaries and fees owed to such officers and directors due to their services provided to Atlas Critical Minerals.

 

NOTE 8 – RISKS AND UNCERTAINTIES

 

Currency Risk

 

The Company operates primarily in Brazil which exposes it to currency risks. The Company’s business activities may generate intercompany receivables or payables that are in a currency other than the functional currency of the Company. Changes in exchange rates from the time the activity occurs to the time payments are made may result in the Company receiving either more or less in local currency than the local currency equivalent at the time of the original activity.

 

NOTE 9 – SUBSEQUENT EVENTS

 

In accordance with FASB ASC 855-10 Subsequent Events, we have analyzed our operations subsequent to September 30, 2026 to the date these condensed consolidated financial statements were issued, and we have determined that there are no material subsequent events to disclose in these condensed consolidated financial statements.

 

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes to those financial statements included in Item 1 of this Quarterly Report and our consolidated financial statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 4, 2026, as amended by Amendment No, 1 thereto filed on Form 10-K/A filed with the SEC on August 14, 2026 (the “2025 Annual Report”).

 

This Quarterly Report includes forward-looking statements that are subject to risks, uncertainties and other factors, including those described in the section entitled “Risk Factors” in Item 1.A. of Part I of the 2025 Annual Report, that could cause actual results to differ materially from those anticipated in these forward-looking statements. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.

 

Overview

 

Atlas Lithium is a mineral development company implementing its first mine and processing facility at its 100%-owned Neves Project, our material mineral property. In addition, Atlas Lithium owns multiple lithium exploration properties. Furthermore, through our approximately 20% ownership interest in Atlas Critical Minerals Corporation (“Atlas Critical Minerals”, Nasdaq: ATCX), a separate publicly traded company, we have exposure to other critical minerals, including rare earths, titanium, graphite, and uranium. Our current focus is the continued advancement of the Neves Project, our hard-rock lithium project in the Lithium Valley area of Minas Gerais state in Brazil, toward active mining. We intend to mine and then process our lithium-containing ore to produce lithium concentrate (also known as spodumene concentrate), a key ingredient for the energy storage system and electric vehicle battery supply chain.

 

We have disclosed mineral resources and mineral reserves for the Neves Project based on our technical report summary, effective May 15, 2025, as updated on June 16, 2026 (see Exhibit 96.1 to our 2025 Annual Report).

 

We believe that we hold the largest portfolio of exploration properties for lithium in Brazil among publicly listed companies.

 

Operational Update

 

During the third quarter of 2026, we continued to advance our flagship Neves Project toward production while achieving several important milestones. Key milestones included securing contracts and firm agreements with major execution partners, receiving written product interest from multiple companies exceeding our planned production capacity, and commencing pre-assembly activities for our processing plant.

 

On July 13, 2026, we announced that the Neves Project remains on track toward first commercial production of lithium oxide concentrate, which would mark our transition from developer to producer. The Neves Project, which is 100%-owned by us and fully permitted through commercial production, will feature a vertically integrated mining and processing industrial complex designed to produce approximately 146,000 tonnes of lithium concentrate per year, as detailed in our definitive feasibility study (the “DFS”).

 

On September 9, 2026, we announced the execution of contracts and firm agreements covering key aspects of project implementation, including engineering, earthworks and civil construction, electromechanical assembly, electrical infrastructure, construction management, and logistics. The selected contractors include Promon Engenharia, TSX Engineering, Cerne Construções, and Alfa Engenharia, among others. Each award followed a competitive procurement process assessing technical experience, performance, quality, and cost efficiency, with contracts executed at or below DFS budget levels. We believe that securing such contracts at or below DFS estimates reduces project execution and cost risks.

 

Toward the end of the third quarter of 2026, we commenced critical pre-assembly activities for our modular dense media separation (“DMS”) processing plant (the “Plant”), which is fully paid for, 100%-owned by us, already located in Brazil, and permitted for installation and operation. These activities are underway. Working alongside our engineering staff are Alfa Engenharia, our electromechanical assembly contractor, which was engaged in advance of the assembly, and the South African engineering company that designed the Plant. Together, these teams are inspecting and readying each of the Plant’s components, grouping its modular components into delivery packages, and determining the optimal assembly sequence. The Plant’s DMS modules successfully completed trial assembly in South Africa before being disassembled and shipped to Brazil. While DMS technology has long been used in the hard-rock lithium industry, the Plant is a modularized and optimized version of this technology, which we believe supports a shorter timeline to commissioning and operations than typical greenfield processing plants. The Plant is initially expected to produce approximately 146,000 tonnes of lithium concentrate per year, and its modular design is intended to accommodate potential future increases in production capacity. The Plant is also designed to recycle approximately 95% of its process water through advanced recirculation systems and to use 100% dry-stacked tailings, eliminating the need for a tailings dam.

 

We anticipate that the fully integrated Neves Project facility will generate a large and positive economic impact in the Jequitinhonha Valley, a developing region of Minas Gerais state in Brazil. Our current full-time employees at Neves Project already earn, on average, twice the prevailing local wage and receive healthcare coverage and other benefits that exceed regional standards. We believe this approach has strengthened our social license to operate and fostered long-term partnerships with our local communities.

 

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Market Update

 

Although lithium prices have remained volatile during the third quarter of 2026, they stayed well above the lows observed in mid-2025. Global lithium demand continued to grow, supported by increased demand for electric vehicles and energy storage systems. On the supply side, limited spodumene availability, disruptions to African shipments, and a slower-than-expected ramp-up of Chinese lepidolite mines contributed to a tighter supply environment.

 

We believe demand continues to be supported by durable, long-term trends, including accelerating growth in the energy storage systems (“ESS”) segment — particularly for grid-scale applications and for data centers supporting the expansion of artificial intelligence — alongside continued adoption of electric vehicles worldwide. While the lithium market remains subject to price volatility and evolving supply and demand dynamics, we believe that our anticipated position among the lowest-cost lithium producers should provide meaningful margin protection across a range of pricing environments. Consistent with these conditions and our continued progress toward production, we have continued to receive written product interest from large, well-established companies that, in aggregate, exceeds our planned production capacity. The level of interest may be subject to then current industry supply and demand conditions, and there can be no assurance that such interest will result in definitive supply or offtake agreements.

 

Results of Operations

 

The Three Months Ended September 30, 2026, Compared to the Three Months Ended September 30, 2025

 

Net loss for the three months ended September 30, 2026 totaled $10.3 million, compared to net loss of $8.0 million during the three months ended September 30, 2025. The increase was mainly due to:

 

  ● An increase in General and Administrative expenses of approximately $1.6 million compared to the three months ended September 30, 2025, primarily due to: (i) $0.7 million higher payroll expenses due to the increasing operational activities following project movement towards implementation; and (ii) a $0.9 million increase in third-party service costs, including legal consultants, incurred to support the completion of the environmental permitting process and preliminary project implementation activities.
     
  ● An increase of $1.2 million in exploration expenses, related to exploration activities at the Malacacheta Graphite Project, conducted by the Company’s subsidiary Atlas Critical Minerals.

 

  ● Those effects are partially offset mainly by a decrease in stock-based compensation expense and an increase in finance income:

 

  ■   Stock-based compensation expense decreased by approximately $0.2 million compared to the three months ended September 30, 2025, primarily due to the lower fair value of equity instruments granted in 2026, reflecting the lower market price of the Company’s common stock, despite an increase in the number of instruments issued. Expense recognized during the quarter reflects awards granted in both current and prior periods.
  ■   An improvement of approximately $0.3 million in finance (costs) income compared to the three months ended September 30, 2025, primarily driven by approximately $0.1 million in additional gains from NDF contracts and $0.1 million in higher short-term investment income.

 

The Nine Months Ended September 30, 2026, Compared to the Nine Months Ended September 30, 2025

 

Net loss for the nine months ended September 30, 2026 totaled $38.3 million, compared to net loss of $24.5 million during the nine months ended September 30, 2025. The increase was mainly due to:

 

  ● An increase in General and Administrative expenses of approximately $12.5 million compared to the nine months ended September 30, 2025, primarily due to: (i) $3.7 million higher payroll expenses due to the increasing operational activities related to project implementation and earned contractual compensation obligations to senior management; and (ii) an $8.8 million increase in third-party service costs, including legal consultants, incurred to support the completion of the environmental permitting process and preliminary project implementation activities.
     
  ● An increase of approximately $1.5 million in exploration expense related to exploration activities at the Malacacheta Graphite Project, conducted by a Company’s subsidiary, Atlas Critical Minerals, compared to nil in the nine months ended September 30, 2025.
     
  ● An increase of approximately $1.5 million in stock-based compensation expense compared to the nine months ended September 30, 2025, primarily due to:

 

  ■   $1.0 million from our subsidiary Atlas Critical Minerals. The increase was mainly driven by a higher number of equity awards granted in 2026 (427,308, compared to 152,549 in 2025) and higher grant-date fair values, as a substantial portion of the 2026 awards was granted during the first quarter when the Atlas Critical Minerals’ share price was higher ($12.36 as of January 1, 2026, compared to $8.40 as of January 1, 2025).
  ■   $0.5 million from the Company primarily related to: (i) earned contractual compensation obligations to senior management; (ii) the issuance of 196,839 shares of our common stock to Mitsui & Co. Ltd as payment for advisory services provided to the Company (nil issued in 2025); (iii) partially offset by the lower fair value of other instruments issued in 2026 compared to 2025 due to the lower price of the Company’s share in the beginning of the year, when the majority of the instruments are issued ($4.38 in 2026 and $7.19 in 2025).

 

  ● Those effects are partially offset by an improvement in finance (costs) income of $1.5 million compared to the nine months ended September 30, 2025, mainly due to:

 

  ■   Higher proceeds generated from hedge contracts (NDFs) settled during the period due the appreciation of Brazilian Reais against U.S. dollars ($0.8 million in 2026 compared to $0.3 million in 2025);
  ■   Higher proceeds from short-term investments due to the higher cash position in 2026 ($0.8 million in 2026 compared to $0.4 million in 2025); and
  ■   Lower expenses with foreign exchange fluctuations arising from accounts payable and receivables denominated in currencies other than the U.S. dollar ($0.4 million decrease between the periods) and with interests from contractual obligations ($0.2 million decrease between the periods).

 

Liquidity and Capital Resources

 

As of September 30, 2026, we had cash and cash equivalents of $27.7 million and working capital of $10.0 million.

 

Net cash used by operating activities totaled $24.9 million for the nine months ended September 30, 2026, compared to net cash used of $15.4 million during the nine months ended September 30, 2025, representing an increase of $9.6 million. The increase in net cash used by operating activities was mainly due to higher general and administrative expenses and exploration costs, partially offset by improved financial results and changes in working capital, particularly accounts payable and accrued expenses, reflecting the timing of payments for expenses recognized in the period. Please refer to section “Results of Operations” above.

 

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Net cash used in investing activities totaled $3.6 million for the nine months ended September 30, 2026, compared to net cash used of $7.9 million during the nine months ended September 30, 2025, representing a decrease in cash used of $4.3 million or 54%. The decrease primarily reflects:

 

  ● A decrease of $3.2 million in the payments made in connection with the acquisition of our lithium processing plant ($2.5 million in 2026, compared to $5.7 million in 2025) mainly explained by the payments made in connection with the logistics to bring our lithium processing plant from South Africa to Brazil in 2025, a one-time event;
     
  ● A decrease of $1.7 million in capitalization of exploration/development costs incurred during the nine months ended September 30, 2026 due to the reduction in the development activities in 2026 ($0.2 million in 2026, compared to $2.0 million for the nine months ended September 30, 2025), partially offset by;
     
  ● An increase of $0.7 million due to the acquisition of land and mineral rights during the nine months ended September 30, 2026 ($0.8 million in 2026, compared to $0.1 million for the nine months ended September 30, 2025), mainly related to the acquisition of land for the Neves Project to support production activities and meet environmental obligations, as well as the acquisition of graphite mineral rights by the Company’s subsidiary Atlas Critical Minerals.

 

Net cash provided by financing activities totaled $20.3 million for the nine months ended September 30, 2026, compared to $28.7 million during the nine months ended September 30, 2025, representing a decrease in cash provided of $8.4 million or 29%. The decrease was due to the following financing activities that occurred during the nine months ended September 30, 2026:

 

  ● Net proceeds of $11.3 million, after commissions and fees, from the sale of an aggregate of 2,185,197 shares of the Company’s common stock pursuant to the ATM Agreement, compared to net proceeds of $26.6 million from the sale of 5,384,868 shares under the ATM Agreement during the same period in 2025, partially offset by;
     
  ● Net proceeds of $9.6 million from the sale of shares of Atlas Critical Minerals, a consolidated subsidiary of the Company, in connection with its capital raise associated with the listing of its common stock on the Nasdaq Capital Market, compared to net proceeds of $2.5 million during the same period in 2025; and
     
  ● Leases payments of $260,437 during the period, compared to $139,312 in 2025.

 

We have historically incurred net operating losses and have not yet generated material revenues from the sale of products or services. As a result, our primary sources of liquidity have been derived through proceeds from the sales of our equity and the equity of one of our subsidiaries. We believe our cash and equivalents will be sufficient to meet our working capital and capital expenditure requirements for a period of at least twelve months from the date of these financial statements. If additional funds are needed to meet our working capital or capital expenditure requirements, we may access the ATM Agreement described in Note 5 to the Financial Statements, which allows us to raise capital over time as needed, subject to market conditions and the terms of the agreement. However, our future short- and long-term capital requirements will depend on several factors, including but not limited to, the rate of our growth, our ability to identify areas for mineral exploration and the economic potential of such areas, the exploration and other drilling campaigns needed to verify and expand our mineral resources and reserves, the successful installation of our lithium processing facilities and availability of reserves at the estimated volume and grade, and our ability to attract talent. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. If the needed financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to scale back our existing operations and growth plans, which could have an adverse impact on our business and financial prospects and could raise substantial doubt about our ability to continue as a going concern.

 

Currency Risk

 

We operate primarily in Brazil, which exposes us to currency risks. Our business activities may generate intercompany receivables or payables that are in a currency other than the functional currency of the entity. Changes in exchange rates from the time the activity occurs to the time payments are made may result in it receiving either more or less in local currency than the local currency equivalent at the time of the original activity.

 

Our condensed consolidated financial statements are denominated in U.S. dollars.

 

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Critical Accounting Policies and Estimates

 

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

 

Foreign Currency

 

Until December 31, 2025, with the exception of Atlas Brazil, our subsidiaries based in Brazil used a local currency (Brazilian Reais) as the functional currency. Resulting translation gains or losses were recognized as a component of accumulated other comprehensive income. The Company determined that, as of January 1, 2026, the U.S. dollar is the currency of the primary economic environment in which the Brazilian subsidiaries operate.

 

Effective January 1, 2026, the Company’s Brazilian subsidiaries changed their functional currency from Brazilian Reais to U.S. Dollars due to a shift in the underlying economic facts and circumstances affecting the subsidiaries’ operations and financing activities. In particular, our subsidiary Atlas Critical Minerals listed on the Nasdaq Capital Market and commenced trading on the Nasdaq on January 9, 2026. As a result of such listing and the attendant access to U.S. capital markets, the U.S. Dollar is the primary currency through which we and our Brazilian subsidiaries expect to raise any additional capital.

 

In accordance with ASC 830, the change in functional currency was accounted for prospectively from the date of change. As a result:

 

● assets and liabilities were translated into the new functional currency using exchange rates as of the date of change;

● nonmonetary assets and liabilities were translated at historical exchange rates (the effective date of the change is considered for the translation of existing nonmonetary assets and liabilities); and

● cumulative translation adjustments previously recorded in accumulated other comprehensive income were not reversed.

 

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

 

Item 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the design, operation, and effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that as of September 30, 2026, our disclosure controls and procedures were effective at a reasonable assurance level.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred in the quarter ended September 30, 2026 that materially affected, or would be reasonably likely to materially affect, our internal control over financial reporting.

 

Limitations of the Effectiveness of Controls and Procedures

 

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance that the information required to be disclosed in reports filed or submitted pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management, including its Principal Executive Officer and Principal Financial Officer as appropriate, to allow timely decisions regarding required disclosure. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgement in evaluating the benefits of possible controls and procedures relative to their costs.

 

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PART II OTHER INFORMATION

 

Item 1. LEGAL PROCEEDINGS

 


In the ordinary course of business, we may periodically become subject to legal proceedings and claims arising in connection with ongoing business activities from time to time. The results of litigation and claims cannot be predicted with certainty, and unfavorable resolutions are possible and could materially affect our results of operations, cash flows or financial position. In addition, regardless of the outcome, litigation could have an adverse impact on us because of defense costs, diversion of management attention and resources and other factors.

 

Based on information readily available, as of the end of the period covered by this Quarterly Report on Form 10-Q, there are no pending legal proceedings that, in the opinion of management, are likely to result in a material adverse effect on our financial position, results of operations or cash flows.

 

Item 1A. RISK FACTORS

 

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 4, 2026, as amended by Amendment No, 1 thereto filed on Form 10-K/A filed with the SEC on August 14, 2026.

 

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

Item 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

Item 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

Item 5. OTHER INFORMATION

 

During the three months ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement”.

 

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Item 6. EXHIBITS

 

(a) Exhibits

 

Exhibit

Number

  Description
     
31.1*   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2*   Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1**   Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101.INS*   Inline XBRL Instance Document
     
101.SCH*   Inline XBRL Taxonomy Extension Schema Document
     
101.CAL*   Inline XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF*   Inline XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB*   Inline XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE*   Inline XBRL Taxonomy Extension Presentation Linkbase Document
     
104*   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.
** Furnished herewith.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Atlas Lithium Corporation

 

Signature   Title   Date
         
/s/ Marc Fogassa   Chief Executive Officer (Principal Executive Officer)   November 6, 2026
Marc Fogassa   and Chairman of the Board    
         
/s/ Tiago Miranda   Chief Financial Officer (Principal Financial and   November 6, 2026
Tiago Miranda   Accounting Officer)    

 

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