[10-Q] Atlas Lithium Corp Quarterly Earnings Report
Atlas Lithium Corporation (ATLX) filed its Q3 2025 report, highlighting continued project development and financing progress. The company reported a net loss attributable to stockholders of $6,953,276 for the quarter and $21,529,466 for the nine months. Basic and diluted loss per share was $0.35 for the quarter and $1.18 year-to-date.
Cash and cash equivalents were $20,977,191, up from $15,537,476 at year-end, with total assets of $72,169,028. Operating cash outflows were $15,365,255 for the nine months, offset by $28,687,888 of financing inflows, primarily from at-the-market (ATM) equity sales. During Q3 2025, the company sold 2,916,366 common shares under its ATM programs, generating aggregate net proceeds of approximately $15.1 million. Property and equipment reached $46,949,039 as the Neves Lithium Project advanced: the project received a mining concession on May 27, 2025, completed a Definitive Feasibility Study on August 4, 2025, and has a fully paid dense media separation plant in Brazil, with the DFS citing an expected lithium recovery rate of 61.7% and estimated capital expenditures of $57.6 million. Convertible debt stood at $10,131,347. As of November 10, 2025, there were 23,570,445 common shares outstanding.
- None.
- None.
Insights
Neutral: losses persist, cash strengthened via ATM.
Atlas Lithium remains pre-revenue at Neves while investing in assets and advancing permits. Q3 showed a quarterly net loss of
Financing activities provided
Key dependencies include sustaining access to capital and executing the DFS plan. Subsequent filings may detail vendor selections and capex commitments tied to Neves development.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For
the quarterly period ended
| 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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (IRS Employer | |
| incorporation or organization) | Identification No.) |
(Address of principal executive offices, including zip code)
(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 | ||
| The
|
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.
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).
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 | ☐ | |
| ☒ | 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 10, 2025, there were outstanding
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, 2025 (Unaudited) and December 31, 2024 | 4 | |
| Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited) | 5 | |
| Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited) | 6 | |
| Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (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. | 21 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 24 |
| Item 4. | Controls and Procedures. | 24 |
| PART II - OTHER INFORMATION | 25 | |
| Item 1. | LEGAL PROCEEDINGS | 25 |
| Item 1A. | RISK FACTORS | 25 |
| Item 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 25 |
| Item 3. | DEFAULTS UPON SENIOR SECURITIES | 25 |
| Item 4. | MINE SAFETY DISCLOSURES | 25 |
| Item 5. | OTHER INFORMATION | 25 |
| Item 6. | Exhibits | 26 |
| Signatures | 27 | |
| 2 |
Table of Contents |
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, including without limitation, statements regarding current expectations, as of the date of this Quarterly Report, about our future results of operations and financial position, our ability to effectively process our minerals and achieve commercial grade at scale; risks and hazards inherent in the mining business (including risks inherent in exploring, developing, constructing and operating mining projects, environmental hazards, industrial accidents, weather or geologically related conditions); uncertainty about our ability to obtain required capital to execute our business plan; our ability to hire and retain required personnel; labor relations; changes in the market prices of lithium and lithium products and demand for such products; geopolitical uncertainties, including tariffs, trade restrictions and other components of U.S. and global trade policy; the uncertainties inherent in exploratory, developmental and production activities, including risks relating to permitting, zoning and regulatory delays related to our projects; uncertainties inherent in the estimation of lithium resources. These statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance, or achievements to differ materially from any future results, performance or achievement expressed or implied by these forward-looking statements.
In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other similar expressions. Factors that could cause future results to materially differ from the recent results or those projected in forward-looking statements include, but are not limited to: unprofitable efforts resulting from the failure to discover mineral deposits or the discovery of mineral deposits that are insufficient in quantity and quality to return a profit from production; market fluctuations; government regulations, including regulations relating to permitting, royalties, allowable production, importing and exporting of minerals, and environmental protection; competition; the loss of services of key personnel; unusual or infrequent weather phenomena, litigation, sabotage, government or other interference in the maintenance or provision of infrastructure as well as general economic conditions, geopolitical tensions and trade policies.
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, including 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, 2024 (the “2024 Annual Report”) filed with the SEC on March 14, 2025, and our Quarterly Report on Form 10-Q for the three months ended June 30, 2025, filed with the SEC on August 4, 2025. The risk factors contained in our 2024 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.
| 3 |
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PART I - FINANCIAL INFORMATION
Item 1 FINANCIAL STATEMENTS
ATLAS LITHIUM CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2025 and December 31, 2024
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | - | |||||||
| Inventories | ||||||||
| Taxes recoverable | ||||||||
| Derivative assets | - | |||||||
| Prepaid and other current assets | ||||||||
| Total current assets | ||||||||
| Taxes recoverable | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Right of use assets - operating leases, net | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Derivative liabilities | ||||||||
| Convertible Debt | ||||||||
| Operating lease liabilities | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Convertible Debt | ||||||||
| Operating lease liabilities | ||||||||
| Deferred consideration from royalties sold | ||||||||
| Other noncurrent liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ Equity: | ||||||||
| Series A preferred stock, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Cumulative Adjustment of the Valuation of Fin. Instruments | ( | ) | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Atlas Lithium stockholders’ equity | ||||||||
| Non-controlling interest | ||||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
| 4 |
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ATLAS LITHIUM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
For the Three and Nine Months Ended September 30, 2025 and 2024
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
Three months ended September 30 | Nine months ended September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Gross revenues | $ | - | $ | $ | $ | |||||||||||
| Sales deductions | - | ( | ) | ( | ) | ( | ) | |||||||||
| Net revenue | - | |||||||||||||||
| Cost of revenue | - | ( | ) | ( | ) | ( | ) | |||||||||
| Gross loss | - | ( | ) | |||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Stock-based compensation | ||||||||||||||||
| Exploration | - | - | - | |||||||||||||
| Other operating expenses | ( | ) | ||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expenses (income) | ||||||||||||||||
| Other expenses (income) | ||||||||||||||||
| Fair value adjustments, net | ( | ) | ( | ) | ( | ) | ||||||||||
| Finance costs (revenue) | ( | ) | ( | ) | ||||||||||||
| Total other expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Loss before provision for income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income taxes | - | - | ||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss attributable to non-controlling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss attributable to Atlas Lithium Corporation stockholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Basic and diluted loss per share | ||||||||||||||||
| Net loss per share attributable to Atlas Lithium Corporation common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted-average number of common shares outstanding: | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
| Comprehensive loss: | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other comprehensive results | ( | ) | ( | ) | ||||||||||||
| Comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Comprehensive loss attributable to noncontrolling interests | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Comprehensive loss attributable to Atlas Lithium Corporation stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
| 5 |
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ATLAS LITHIUM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For the Three Months Ended September 30, 2025 and 2024
| Shares | Value | Shares | Value |
Capital |
Loss | Instruments |
Deficit |
Interests | (Deficit) | |||||||||||||||||||||||||||||||
Series A Preferred Stock | Common Stock | Additional Paid-in | Accumulated Other Comprehensive | Cumulative Adjustment of the Valuation of Fin. | Accumulated | Noncontrolling | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||
| Shares | Value | Shares | Value | Capital | Loss | Instruments | Deficit | Interests | (Deficit) | |||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | | $ | | $ | | $ | | $ | $ | $ | - | $ | ( | ) | $ | $ | | ||||||||||||||||||||||
| Issuance of common stock in connection with sales made under private offerings | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||
| Issuance of common stock in exchange for consulting, professional and other services | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
| Exercise of warrants | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Stock based compensation | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
| Other changes in Noncontrolling interest | - | - | - | - | ( | ) | - | |||||||||||||||||||||||||||||||||
| Change in foreign currency translation | - | - | - | - | - | ( | ) | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | - | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||||||||
| Issuance of common stock in connection with sales made under private offerings | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Exercise of warrants | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||
| Stock based compensation | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Adjustment of the Valuation of Fin. Instruments | - | - | - | - | - | - | ( | ) | - | - | ( | ) | ||||||||||||||||||||||||||||
| Other changes in Noncontrolling interest | - | - | - | - | - | - | - | ( | ) | - | ||||||||||||||||||||||||||||||
| Change in foreign currency translation | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
| 6 |
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ATLAS LITHIUM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For the Nine Months Ended September 30, 2025 and 2024
Series A Preferred Stock | Common Stock | Additional Paid-in | Accumulated Other Comprehensive | Cumulative Adjustment of the Valuation of Fin. | Accumulated | Noncontrolling | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||
| Shares | Value | Shares | Value | Capital | Loss | Instruments | Deficit | Interests | (Deficit) | |||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | | $ | | $ | | $ | | $ | | $ | ( | ) | $ | - | $ | ( | ) | $ | $ | | |||||||||||||||||||
| Issuance of common stock in connection with sales made under private offerings | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Issuance of common stock in exchange for consulting, professional and other services | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Exercise of warrants | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Stock based compensation | - | |||||||||||||||||||||||||||||||||||||||
| Other changes in Noncontrolling interest | ( | ) | - | |||||||||||||||||||||||||||||||||||||
| Change in foreign currency translation | - | - | - | - | - | ( | ) | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | - | $ | ( | ) | $ | $ | |||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||
| Issuance of common stock in connection with sales made under private offerings | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Exercise of warrants | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||
| Stock based compensation | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Adjustment of the Valuation of Fin. Instruments | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||
| Other changes in Noncontrolling interest | - | - | - | - | - | - | - | ( | ) | - | ||||||||||||||||||||||||||||||
| Change in foreign currency translation | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||
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
For the Nine Months Ended September 30, 2025 and 2024
| 2025 | 2024 | |||||||
| Nine months ended September 30 | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities of continuing operations: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to cash used in operating activities: | ||||||||
| Stock based compensation and services | ||||||||
| Depreciation and amortization | ||||||||
| Interest expense | ||||||||
| Unwinding of non-current liabilities | - | |||||||
| Fair value adjustments | ( | ) | ( | ) | ||||
| Other non cash expenses | ( | ) | - | |||||
| Gain/loss on FOREX transactions | - | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Inventories and accounts receivable | ( | ) | ||||||
| Taxes recoverable | ( | ) | ||||||
| Prepaid and other current assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ||||||||
| Other noncurrent assets and liabilities | ( | ) | ( | ) | ||||
| Net cash provided (used) by operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Acquisition of capital assets | ( | ) | ( | ) | ||||
| Capitalized Exploration costs | ( | ) | ( | ) | ||||
| Increase in intangible assets | - | ( | ) | |||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Net proceeds from sale of common stock | ||||||||
| Proceeds from sale of subsidiary common stock to noncontrolling interests | ||||||||
| Cash used in payment of debt | ( | ) | ( | ) | ||||
| Lease payments | ( | ) | - | |||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rates on cash and cash equivalents | ( | ) | ||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
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 interim financial information presented in the financial statements has 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 2024 Form 10-K, 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 2024 Form 10-K. For the period ended September 30,
2025 the condensed consolidated financial statements include the accounts of the Company; (i) its
All material intercompany accounts and transactions have been eliminated in consolidation.
Business Segment
The Company has one reportable segment: mining. The mining segment is composed of several mining projects, being all of them located in Brazil. Currently the Company has projects in development phase, with special focus on our project in the vicinity of Araçuaí, Minas Gerais, Brazil (the “Neves Project”). No revenues were generated in the three months ended September 30, 2025. For the nine-month period ended September 30, 2025, revenues were exclusively generated by the Company’s Quartzite project. The other mining projects are in exploration phase.
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 capitalized expenses – 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, 2025, were $
All
of the long-lived assets are located in Brazil and no revenues were generated in the three months ended September 30, 2025. For the nine-month period ended September
30, 2025, revenues were exclusively generated by the Company’s Quartzite project. For
the nine-month period ended September 30, 2025, the Company had four customers accounting for more than 10% of the Company’s revenue
each (such customers collectively represented
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.
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 2024 Form 10-K that have been issued that might 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, 2025, and December 31, 2024, are comprised of the following:
SCHEDULE OF INVENTORIES
| September 30, 2025 | December 31, 2024 | |||||||
| Materials and supplies | $ | $ | ||||||
| Quartzite blocks and slabs | ||||||||
| Total | $ | $ | ||||||
Materials and supplies consist primarily of feedstock intended for use in the Company’s production processes related to lithium operations.
As of September 30, 2025, Quartzite inventories only 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, 2025 and December 31, 2024:
SCHEDULE OF PROPERTY AND EQUIPMENT
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||
| Accumulated | Net Book | Accumulated | Net Book | |||||||||||||||||||||
| Cost | Depreciation | Value | Cost | Depreciation | Value | |||||||||||||||||||
| Capital assets subject to depreciation: | ||||||||||||||||||||||||
| Computers and office equipment | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Machinery and equipment | ( | ) | ( | ) | ||||||||||||||||||||
| Facilities | ( | ) | ( | ) | ||||||||||||||||||||
| Land | - | - | ||||||||||||||||||||||
| Capital work in progress | - | - | ||||||||||||||||||||||
| Mining Rights | - | - | ||||||||||||||||||||||
| Exploration costs | - | - | ||||||||||||||||||||||
| Total fixed assets | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||
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 within a reserve area. Whether to capitalize an exploration 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.
Intangible Assets
Intangible
assets consist of the cost of software (implementation of SAP enterprise resource planning software, as well as other software). The
carrying value of these intangible assets as of September 30, 2025 and December 31, 2024 were $
Accounts Payable and Accrued Expenses
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| September 30, 2025 | December 31, 2024 | |||||||
| Trade payables | $ | $ | ||||||
| Payroll and social charges | ||||||||
| Taxes payable | ||||||||
| Total | $ | $ | ||||||
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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, 2025, 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 and Geology sheds leased from third parties.
The
lease agreements have terms between two
SCHEDULE OF OPERATING LEASE LIABILITY
| Lease liabilities at December 31, 2024 | $ | |||
| Increase/Decrease | ||||
| Unwinding of lease liabilities | ||||
| Lease payments | ( | ) | ||
| Foreign exchange | ||||
| Lease liabilities at September 30, 2025 | ||||
| Current portion | ||||
| Non-current portion | $ |
The maturity of the lease liabilities (contractual undiscounted cash flows) is presented in the table below:
SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS
| Less than one year | $ | |||
| Year 2 | ||||
| Year 3 | ||||
| Year 4 | ||||
| Total contractual undiscounted cash flows | $ |
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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
SCHEDULE OF CONVERTIBLE DEBT
| September 30, 2025 | December 31, 2024 | |||||||
| Due to Nanyang Investment Management Pte Ltd | $ | $ | ||||||
| Due to Nicholas James Rowley | ||||||||
| Due to Modha Reena Bhasker | ||||||||
| Due to Clipper Group Limited | ||||||||
| Total convertible debt | $ | $ | ||||||
| Current portion | ||||||||
| Non-current portion | $ | $ | ||||||
On
November 7, 2023, the Company entered into a convertible note purchase agreement (the “Convertible Note Purchase Agreement”)
with an entity controlled by Mr. Martin Rowley, and other investors to raise up to $
| - | Maturity
date: |
| - | Principal repayment terms: due on maturity; |
| - | Interest
rate: |
| - | 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 a 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$ |
| - | Redemption
right: the Company shall vest a right to redeem the convertible notes if and when |
On
November 7, 2023, we issued $
In
the three and nine months ended September 30, 2025, the Company recorded $
Derivative Liabilities
SCHEDULE OF DERIVATIVE LIABILITIES
| September 30, 2025 | December 31, 2024 | |||||||
| Derivative assets | ||||||||
| Derivative assets - Non-Deliverable Forward | $ | $ | - | |||||
| Total derivative assets | - | |||||||
| Derivative liabilities | ||||||||
| Derivative liability – conversion feature on the convertible debt | ||||||||
| Derivative liability – restricted stock awards | ||||||||
| Derivative liability - Non-Deliverable Forward | - | |||||||
| Total derivative liabilities | $ | $ | ||||||
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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 convertible promissory notes to certain investors. In accordance with 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.
At
December 31, 2024, the fair value of the embedded conversion feature was determined to be $
SCHEDULE OF FAIR VALUE EMBEDDED CONVERSION PRICING MODEL ASSUMPTION
| Value cap | Value floor | |||||||
| Measurement date | December 31, 2024 | December 31, 2024 | ||||||
| Shares to be issued in case of conversion | ||||||||
| Stock price at fair value measurement date | $ | $ | ||||||
| Conversion price | $ | $ | ||||||
| Expected volatility | % | % | ||||||
| Risk-free interest rate | % | % | ||||||
| Dividend yield | % | % | ||||||
| Expected term (years) | ||||||||
At
September 30, 2025, the fair value of the embedded conversion feature was determined to be $
| Value cap | Value floor | |||||||
| Measurement date | September 30, 2025 | September 30, 2025 | ||||||
| Shares to be issued in case of conversion | ||||||||
| Stock price at fair value measurement date | $ | $ | ||||||
| Conversion price | $ | $ | ||||||
| Expected volatility | % | % | ||||||
| Risk-free interest rate | % | % | ||||||
| Dividend yield | % | % | ||||||
| Expected term (years) | ||||||||
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, 2025, the Company recognized a $
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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, 2025, the Company’s
obligations under this employment agreement contemplates the issuance of additional shares of the Company’s common stock in five
tranches, each representing
| - | Tranche
3: when the Company achieves a $ |
| - | Tranche
4: when the Company achieves a $ |
| - | Tranche
5: when the Company achieves a $ |
| - | Tranche
6: when the Company achieves a $ |
| - | Tranche
7: when the Company achieves a $ |
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
at December 31, 2024, 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 $
As
at September 30, 2025, 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 $
c) Derivative asset - Non-Deliverable Forward
Atlas Brazil, a subsidiary of Atlas Lithium, is exposed to foreign-currency exchange-rate fluctuations in the normal course of business because a portion of its expenses are paid in Brazilian reais (BRL). To mitigate this exposure, Atlas Brazil utilizes non-deliverable forward foreign-exchange contracts (“NDFs”), which are designed to offset changes in cash flow 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 subsidiary monthly to assess financial results and cash flow implications. These contracts are used strictly for risk management purposes, and neither Atlas Brazil nor Atlas Lithium engage in speculative foreign-exchange transactions. Additionally, these contracts do not contain any credit-risk-related contingent features.
As of September 30, 2025, the fair value of outstanding NDF contracts was recorded as Derivative assets on the balance sheet.
| ● | As of September 30, 2025, the Company had unrealized
gains from NDF contracts recognized in Other Comprehensive Income (OCI): $ | |
| ● | For the nine-month period ended September 30,2025, the Company
reclassified into Finance Costs (Revenue) a total amount of $( |
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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, 2025:
SCHEDULE OF NON DELIVERABLE FORWARD EXCHANGE CONTRACTS
Dates Entered |
Derivative Financial |
Total Notional |
FX rate | Total Notional |
Settlement | |||||||||||||
| Subsidiary | Into |
Instrument |
Amounts (USD) |
(BRL/USD) |
Amounts (BRL) |
Dates (Range) | ||||||||||||
| $ | ||||||||||||||||||
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 $
NOTE 4 – OTHER NONCURRENT LIABILITIES
Other
noncurrent liabilities are comprised of tax refinancing programs at our operating subsidiaries located in Brazil and provision for contingencies.
The balance of these non-current liabilities as of September 30, 2025, and December 31, 2024, amounted to $
NOTE 5 – STOCKHOLDERS’ EQUITY
Authorized Stock
As
of December 31, 2024 and September 30, 2025, the Company had
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 may, from time to time in our
sole discretion, issue and sell shares of our common stock through Wainwright, acting as agent. 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
$
During the three and nine months
ended September 30, 2025, we sold
On
August 22, 2025, we filed a registration statement on Form S-3 with the SEC on August 22, 2025, which was declared effective on
August 28, 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 will 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 $
During
the three months ended September, 2025, we sold
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
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ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)
Nine Months Ended September 30, 2024 Transactions
During
the nine months ended September 30, 2024, the Company issued
Nine Months Ended September 30, 2025 Transactions
During
the nine months ended September 30, 2025, the Company issued an aggregate of
SUMMARY OF AGGREGATE COMMON STOCK SHARES ISSUED
| Nature | Shares | |||
| Shares issued in connection with stock-based compensation | ||||
| Sales of common stock pursuant to the ATM Agreement | (*) | |||
| Total | ||||
| (*) |
Common Stock Options
During the nine months ended September 30, 2025 and 2024, 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:
SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODEL
| September 30, 2025 | September 30, 2024 | |||||||
| Expected volatility | % | % | ||||||
| Risk-free interest rate | % | % | ||||||
| Stock price on date of grant | $ | $ | ||||||
| Dividend yield | % | % | ||||||
| Expected term | ||||||||
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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 2024 were as follows:
SCHEDULE OF COMMON STOCK OUTSTANDING
| Number of Options Outstanding and Vested | Weighted Average Exercise Price | Remaining Contractual Life (Years) | Aggregated Intrinsic Value | |||||||||||||
| Outstanding and vested, January 1, 2025 | $ | $ | ||||||||||||||
| Issued (1) | ||||||||||||||||
| Outstanding and vested, September 30, 2025 | $ | $ | ||||||||||||||
| Number of Options Outstanding and Vested | Weighted Average Exercise Price | Remaining Contractual Life (Years) | Aggregated Intrinsic Value | |||||||||||||
| Outstanding and vested, January 1, 2024 | $ | $ | ||||||||||||||
| Issued (2) | ||||||||||||||||
| Expired and cancelled (3) | ( | ) | ||||||||||||||
| Outstanding and vested, September 30, 2024 | $ | $ | ||||||||||||||
| 1) | |
| 2) | |
| 3) |
During
three and nine months ended September 30, 2025, the Company recorded $
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, 2025, the Company issued common stock purchase warrants to certain investors in connection with the Company’s equity financings. The common stock purchase warrants were valued using the Black-Scholes option pricing model with the following ranges of assumptions:
SCHEDULE OF WARRANT ASSUMPTION
| September 30, 2025 | ||||
| Expected volatility | ||||
| Risk-free interest rate | ||||
| Stock price on date of grant | $ | |||
| Dividend yield | % | |||
| Expected term | ||||
Changes in common stock purchase warrants for the nine months ended September 30, 2025 were as follows:
SCHEDULE OF WARRANT ACTIVITY
| Number of Warrants Outstanding and Vested | Weighted Average Exercise Price | Weighted Average Contractual Life (Years) | Aggregated Intrinsic Value | ||||||||||||||
| Outstanding and vested, January 1, 2025 | $ | $ | - | ||||||||||||||
| Warrants Issued (1) | $ | ||||||||||||||||
| Expired | ( | ) | |||||||||||||||
| Outstanding and vested, September 30, 2025 | $ | $ | - | ||||||||||||||
| 1) |
During the nine months ended September 30, 2024, the Company did not issue any common stock purchase warrants.
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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, 2025, the Company recorded the following as a result of the common stock purchase warrant
activity: $
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, 2025 and September 30, 2024 were as follows:
SCHEDULE OF CHANGE IN RESTRICTED STOCK UNITS
| Number
of RSUs Outstanding | ||||
| Outstanding at January 1, 2025 | ||||
| Granted (1) | ||||
| Vested (2) | ( | ) | ||
| Forfeited (3) | ( | ) | ||
| Outstanding at September 30, 2025 | ||||
| Number of RSUs Outstanding | ||||
| Outstanding at January 1, 2024 | ||||
| Granted (4) | ||||
| Vested (5) | ( | ) | ||
| Expired or cancelled (6) | ( | ) | ||
| Forfeiture (7) | ( | ) | ||
| Outstanding at September 30, 2024 | ||||
| 1) | |
| 2) | |
| 3) | |
| 4) | |
| 5) | |
| 6) | |
| 7) |
During
the three and nine months ended September 30, 2025, the Company recorded $
Other stock incentives measured at fair value through profit or loss
As
of September 30, 2025, 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, 2025, the Company recognized a $
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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 Lithium’s contractual obligations at September 30, 2025:
SCHEDULE OF CONTRACTUAL OBLIGATIONS
| Less than | More than | |||||||||||||||||||
| Total | 1 Year | 1-3 Years | 3-5 Years | 5 Years | ||||||||||||||||
| Lithium processing plant construction (1) | $ | $ | $ | - | $ | - | $ | - | ||||||||||||
| Total | - | - | - | |||||||||||||||||
| (1) |
NOTE 7 – RELATED PARTY TRANSACTIONS
Related party transactions are recorded at the exchange amount transacted as agreed between the Company and the related party. All the related party transactions have been reviewed and approved by the Board.
The Company’s related parties include:
SCHEDULE OF RELATED PARTIES
| Martin Rowley | ||
| RTEK International DMCC (“RTEK”) | ||
| Mitsui & Co., Ltd. |
Technical Services Agreement
In July 2023, we entered into a technical service agreement (the “Technical Services Agreement”) with RTEK pursuant to which RTEK agreed to provide us certain mining engineering, planning and business development services. Messrs. Nicholas Rowley and Brian Talbot are the founders and principals of RTEK. The Technical Services Agreement was amended and restated on March 31, 2024 to modify the compensation terms thereunder, and again amended and restated on August 16, 2024 (as further amended and restated, the “Second A&R RTEK Agreement”) in order to, among other things, revise certain budget and service terms and issue additional RSUs to RTEK, subject to achievement of certain milestones and performance criteria.
On March 12, 2025, RTEK delivered a letter to the Company purporting to terminate the Second A&R RTEK Agreement due to the Company’s alleged repudiation of its obligations thereunder. The Company firmly disagrees with such allegation and at that time regarded the agreement as in effect.
On March 20, 2025, the Company notified RTEK that it was terminating the agreement due to RTEK’s failure and inability to perform several of the services required under the agreement and several breaches to the other terms of the Second A&R RTEK Agreement.
The Company does not believe that it will incur any early termination penalties as a result of its termination of the Second A&R RTEK Agreement.
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ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 – RELATED PARTY TRANSACTIONS (CONTINUED)
The related parties outstanding amounts and expenses as of September 30, 2025 and December 31, 2024 are shown below:
SCHEDULE OF RELATED PARTIES OUTSTANDING AMOUNT AND EXPENSES
| September 30, 2025 | December 31, 2024 | |||||||||||||||
Accounts Payable / Debt | Expenses / Payments | Accounts Payable / Debt | Expenses / Payments | |||||||||||||
| RTEK International DMCC | $ | - | $ | $ | - | $ | ||||||||||
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.
Atlas Critical Minerals Corporation
During the nine months ended September 30, 2025, 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, Atlas Critical
Minerals issued
Atlas
Critical Minerals issued
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.
The Company’s condensed consolidated financial statements are denominated in U.S. dollars. Accordingly, changes in exchange rates between the applicable foreign currency and the U.S. dollar affect the translation of each foreign subsidiary’s financial results into U.S. dollars for purposes of reporting in the condensed consolidated financial statements. The Company’s foreign subsidiaries translate their financial results from the local currency into U.S. dollars in the following manner: (a) income statement accounts are translated at average exchange rates for the period; (b) balance sheet asset and liability accounts are translated at end of period exchange rates; and (c) equity accounts are translated at historical exchange rates. Translation in this manner affects the shareholders’ equity account referred to as the foreign currency translation adjustment account. This account exists only in the foreign subsidiaries’ U.S. dollar balance sheets and is necessary to keep the foreign subsidiaries’ balance sheets in agreement.
NOTE 9 – SUBSEQUENT EVENTS
In accordance with FASB ASC 855-10 Subsequent Events, we have analyzed our operations subsequent to September 30, 2025 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, 2024 (the “2024 Form 10-K”).
This Quarterly Report includes forward-looking statements that are subject to risks, uncertainties and other factors described in the section entitled “Risk Factors” in Item 1.A. of Part II of this Report that could cause actual results could 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 Corporation (“Atlas Lithium”, the “Company”, “we”, “us”, or “our” refer to Atlas Lithium Corporation and its consolidated subsidiaries) is a mineral exploration and development company with lithium projects and multiple lithium exploration properties. In addition, we own exploration properties in other battery minerals, including nickel, copper, rare earths, graphite, and titanium. Our current focus is the development from exploration to active mining of our hard-rock lithium project located in the state of Minas Gerais in Brazil at a well-known pegmatitic district in Brazil, which has been denominated by the government of Minas Gerais as “Lithium Valley.” 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 battery supply chain.
We own 53,942 hectares (539 km2) for lithium in 95 mineral rights (2 in pre-mining concession stage, 85 in exploration stage, and 8 in pre-exploration stage). We believe that we hold the largest portfolio of exploration properties for lithium in Brazil among publicly listed companies.
In addition to our lithium exploration activities, as of September 30, 2025, we also own approximately 28.15% of the shares of common stock of Atlas Critical Minerals Corporation (formerly known as Jupiter Gold Corporation), which trades on the OTC QB operated by OTC Markets Group, Inc. under the symbol JUPGF. Atlas Critical Minerals Corporation (“Atlas Critical Minerals”) is an exploration stage company focused on the exploration and development of mineral rights relating to certain critical minerals such as rare earths, copper, graphite, nickel, iron, gold and quartzite. The results of operations of Atlas Critical Minerals are consolidated in our financial statements under generally accepted accounting principles in the U.S. (“U.S. GAAP”).
Operational Update
Neves Lithium Project
The Neves Project main mineral right received “Portaria de Lavra” (mining concession) status from Brazil’s Ministry of Mines and Energy on May 27, 2025, representing the highest level of mineral titleship in Brazil and authorizing continuous mining operations.
On August 4, 2025, the Company announced the completion of a Definitive Feasibility Study (“DFS”) for the Company’s 100%-owned Neves Project by SGS Canada Inc. (“SGS”), prepared under the supervision of Marc-Antoine Laporte, a qualified person as defined in Item 1300 of Regulation S-K.
Following publication of its DFS, the Company is focusing on a careful process of soliciting and analyzing competitive proposals from potential third party vendors for all items anticipated to be required to develop the Neves Project through commissioning and production, including but not limited to, plant assembly, construction of facilities and internal roads, pre-stripping and open pit mining. The Company’s team is evaluating candidate suppliers based on both cost and quality parameters, with the aim of potentially reducing capital expenditures for the Neves Project from the $57.6 million estimated in the Company’s DFS. The Company’s dense media separation plant is fully paid and is in Brazil awaiting assembly. The Company has invested approximately $30 million in acquiring and transporting the newly fabricated dense media separation plant to Brazil. The DFS supports the technical robustness of utilizing proven DMS processing technology, with comprehensive metallurgical testing demonstrating an expected lithium recovery rate of 61.7%.
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On August 14, 2025, the Minas Gerais state agency responsible for permitting applications issued an extensive technical report recommending approval of the Company’s expansion permit application (“Expansion Application”) filed in November 2024. On August 28, 2025, a civil action related to the Company’s Expansion Application was filed by N’Golo (“NGO”), a non-governmental organization known for filing claims against mining projects, having filed 29 such claims in the last six years. The action was filed in the federal court located in Teofilo Otoni, Brazil (the “Court”), alleging that the Company did not conduct a consultation with Girau, a traditional community (the “Community”). The Company believes the NGO’s action is without any merit. In an affidavit dated September 3, 2025, the Community repudiated the NGO claim with the President of the Community association and a large number of its members stating that: i) the NGO had never visited the Community and does not represent the wishes of the Community; and ii) the Company had fully consulted with the Community. Prior to the Expansion Application, the Company had retained a team of six experts including an anthropologist and a social scientist to consult with the Community. On May 9, 2024, the State of Minas Gerais, through one of its departments, issued a report stating that the Company had satisfied the consultation with the Community. On October 1, 2025, in a Court filing, the Brazilian federal government, through one of its agencies, reaffirmed that the State of Minas Gerais has the appropriate authority and autonomy on matters related to the Company’s consultation. Based on currently available information, the Company does not expect this proceeding to prevent the issuance of the expansion permit or to cause material delay to the development of the Neves Project. The critical path for the development of the Neves Project consists of planning and procurement activities, including the solicitation of third-party proposals as described above, which are continuing uninterrupted.
During the third quarter of 2025, the Company increased its cash reserves to $21.0 million which provides great flexibility during the current period of softer lithium prices.
Salinas Project Exploration Progress
On August 18, 2025, the Company reported exploration results from its 100%-owned Salinas Project located in Brazil’s Lithium Valley. Initial exploratory drilling confirmed spodumene-rich lithium mineralization near the surface at approximately 23 meters depth. The Salinas Project encompasses 388 hectares located approximately 5 miles east of the Colina Project, owned by Pilbara Minerals after it acquired Latin Resources for approximately $370 million in August 2024. The Company’s Salinas Project is located approximately 100 kilometers north of the Neves Project.
Recent Developments
On December 19, 2024, the Company entered into an Option Agreement with Atlas Critical Minerals pursuant to which the Company granted Atlas Critical Minerals an exclusive option to acquire 100% of the equity interests of Brazil Mineral Resources Corporation, a wholly owned subsidiary of the Company, for total consideration of (i) $8.0 million payable, at the Company’s discretion, in the form in cash, shares of Atlas Critical Minerals common stock at a valuation of $0.6266 per share, or a combination thereof; and (ii) a perpetual 1.5% royalty on gross revenues from specified mineral tenements to be documented at the time exercise of such option (the “Option”). The Option is exercisable no earlier than the filing by Atlas Critical Minerals of a Form F-1 registration statement with the SEC in connection with the uplisting of Atlas Critical Minerals’ common stock to the Nasdaq Capital Market and for a period of 12 months thereafter. Atlas Critical Minerals filed a registration statement on Form F-1 with the SEC on September 15, 2025, and, accordingly, the Option is currently exercisable for the duration of the option term, subject to the execution of a definitive purchase agreement and satisfaction or waiver of certain conditions.
Results of Operations
The Nine Months Ended September 30, 2025, Compared to the Nine Months Ended September 30, 2024
Net loss for the nine months ended September 30, 2025 totaled $24.5 million, compared to net loss of $32.8 million during the nine months ended September 30, 2024. The decrease is mainly due to:
| ● | The absence of exploration cost expenses in the nine months ended September 30, 2025, compared to $3.2 million in the nine months ended 30, 2024, as a result of the commencement of capitalizing exploration expenses due to the conclusion of a preliminary economic assessment of the Neves Project in the second quarter of 2024. |
| ● | A decrease of approximately $10.2 million in stock-based compensation expense compared to the nine months ended September 30, 2024, corresponding to a reduced fair value of the instruments issued due to the decreased trading price of the Company’s common stock compared to the nine months ended September 30, 2024; |
| ● | The above-mentioned decreases were partially offset by an increase in General and Administrative expenses of approximately $4.0 million compared to the nine months ended September 30, 2024, primarily due to: (i) a $2.3 million increase in payroll expenses ($3.9 million in 2025 compared to $1.6 million in 2024) driven by team expansion as our Neves Project progresses; and (ii) higher service costs related to marketing and investor relations activities of $2 million ($2.6 million in 2025 compared to $0.6 million in 2024). These increases were partially offset by a reduction of approximately $0.3 million in third-party service expenses in 2025, as a higher volume of such services had been contracted in 2024 to support project planning activities; |
Liquidity and Capital Resources
As of September 30, 2025, we had cash and cash equivalents of $21.0 million and working capital of $17.1 million.
Net cash used in operating activities totaled $ 15.4 million in the nine months ended September 30, 2025, compared to $14.2 million in the nine months ended September 30, 2024, representing a decrease of $1.2 million or 8%. This decrease was primarily driven by a $4.0 million net increase in general and administrative expenses, especially in: (A) (i) payroll expenses due to the team expansion following the Neves Project progress and (ii) higher expenditures related to marketing and investor relations; partially offset by (B) (i) a reduction in third-party services contracted and (ii) the commencement of the capitalization of $3.2 million in exploration expenses.
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Net cash used in investing activities totaled $7.9 million for the nine months ended September 30, 2025, compared to net cash used of $23.6 million during the nine months ended September 30, 2024, representing a decrease in cash used of $15.7 million or 67%. The decrease primarily reflects:
| ● | A decrease of $13.3 million in the payments made in connection with the acquisition of our lithium processing plant ($5.9 million in 2025, compared to $19.2 million in 2024) due to the finalization of the fabrication process in 2025; | |
| ● | A decrease of $2.0 million in capitalized exploration costs incurred during the nine months ended September 30, 2025 as a result of the reduction in the drilling activities in 2025 compared to 2024 ($4.0 for the nine months ended September 30, 2024); and | |
| ● | A decrease of $0.3 million relating to the acquisition of intangible assets: $nil in the nine months ended September 30, 2025, compared to $0.3 million for the same period of 2024 due to the implementation of SAP enterprise resource planning software. |
Net cash provided by financing activities totaled $28.7 million for the nine months ended September 30, 2025, compared to $30.0 million during the nine months ended September 30, 2024, representing a decrease in cash provided of $1.6 million or 5%. The decrease is due to the following financing activities that occurred during the nine months ended September 30, 2025:
| ● | During the nine-month period ended September 30, 2025, the Company issued and sold an aggregate of 5,384,868 shares of our common stock pursuant to the ATM Agreement for net proceeds of $26.6 million, net of commissions and fees. As a comparison, during the nine-month period ended September 30, 2024, the Company issued and sold an aggregate of 1,871,250 shares of our common stock to Mitsui in a private placement for proceeds of $30.0 million; and | |
| ● | During the nine-month period ended September 30, 2025, net proceeds of $2,516,900 were generated from the sale of shares of Atlas Critical Minerals, a consolidated subsidiary of the Company. In the same period of 2024, the proceeds from the sale of shares of the subsidiary totaled $600,700. |
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. As of September 30, 2025, we had cash and cash equivalents of $21.0 million and working capital of $17.2 million, compared to cash and cash equivalents $15.5 million and working capital of $10.6 million as of December 31, 2024. 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. 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, the successful installation of our lithium processing facilities, 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. Accordingly, changes in exchange rates between the applicable foreign currency and the U.S. dollar affect the translation of each foreign subsidiary’s financial results into U.S. dollars for purposes of reporting in the condensed consolidated financial statements. Our foreign subsidiaries translate their financial results from the local currency into U.S. dollars in the following manner: (a) income statement accounts are translated at average exchange rates for the period; (b) balance sheet asset and liability accounts are translated at end of period exchange rates; and (c) equity accounts are translated at historical exchange rates. Translation in this manner affects the shareholders’ equity account referred to as the foreign currency translation adjustment account. This account exists only in the foreign subsidiaries’ U.S. dollar balance sheets and is necessary to keep the foreign subsidiaries’ balance sheets in agreement.
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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 American (“U.S. GAAP”). There have been no significant changes to the critical accounting estimates disclosed in our 2024 Form 10-K.
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, 2025, 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, 2025 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
Investing in our common stock involves a high degree of risk. You should carefully consider the information in this Quarterly Report, including our financial statements and the related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as any additional risk factors that may be described in our other filings with the SEC from time to time, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the three months ended June 30, 2025, before deciding whether to invest in our securities. The occurrence of any of the risks, the events or developments described below could harm our business, financial condition, operating results, and growth prospects. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. You should consider carefully the risks and uncertainties included in this Quarterly Report and elsewhere in our Annual Report and other SEC filings before you decide to invest in our common stock.
We are required to obtain governmental permits in order to conduct development and mining operations, a process which is often costly and time-consuming, and subject to interference by third parties
We are required to obtain and renew governmental permits for our exploration activities and, prior to developing or mining any mineralization that we discover, we will be required to obtain new governmental permits. Obtaining and renewing governmental permits is a complex, costly and time-consuming process. The timeliness and success of permitting efforts are contingent upon many variables not within our control, including the interpretation of permit approval requirements administered by the applicable permitting authority. We may not be able to obtain or renew permits that are necessary for our planned operations or the cost and time required to obtain or renew such permits may exceed our expectations. Any unexpected delays or costs associated with the permitting process could delay the exploration, development or operation of our properties, which in turn could materially adversely affect our future revenues and profitability. In addition, key permits and approvals may be revoked or suspended or may be changed in a manner that adversely affects our activities.
Private parties, such as social or environmental activists, frequently attempt to intervene in the permitting process and to persuade regulators to deny necessary permits or seek to overturn permits that have been issued. For example, on August 28, 2025, N’Golo (“NGO”), a non-governmental organization known for numerous claims against mining projects, having filed 29 such claims in the last six years, filed a civil action in the federal court located in Teofilo Otoni, Brazil, claiming that the Company did not sufficiently consult with Girau, a traditional community, in connection with our Neves Project. While the leadership of the Girau community has repudiated the claims of NGO and we do not expect this action to materially delay our development of the Neves Project, there can be no assurance that we will be able to successful defend against and overcome all third-party objections to the permitting of our business activities.
Obtaining the necessary governmental permits involves numerous jurisdictions, public hearings and possibly costly undertakings. These third-party actions can materially increase the costs and cause delays in the permitting process and could cause us to not proceed with the development or operation of a property. In addition, our ability to successfully obtain key permits and approvals to explore for, develop, operate and expand operations will likely depend on our ability to undertake such activities in a manner consistent with the creation of social and economic benefits in the surrounding communities, which may or may not be required by law. Our ability to obtain permits and approvals and to successfully operate in particular communities may be adversely affected by real or perceived detrimental events associated with our activities.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The Company did not execute any sales of unregistered securities during the three months ended September 30, 2025.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. MINE SAFETY DISCLOSURES
None.
Item 5. OTHER INFORMATION
None.
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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 13, 2025 | ||
| Marc Fogassa | and Chairman of the Board | |||
| /s/ Tiago Miranda | Chief Financial Officer (Principal Financial and | November 13, 2025 | ||
| Tiago Miranda | Accounting Officer) |
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FAQ
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