ATLX Q2-25: Loss Narrows, DFS Shows 145% IRR 鈥� Funding Next Hurdle

Q: How much cash does Atlas Lithium (ATLX) have after Q2-25?

The company reported $13.9 million in cash and equivalents as of 30 Jun 2025.

Q: What are the key economics from the Neves Project DFS?

DFS forecasts 146 ktpa concentrate, $57 m capex, 145% IRR , 11-month payback and $489/t cash cost.

Q: Did Atlas Lithium generate a profit in Q2-25?

No. Net loss was $6.3 million (-$0.31 per share); revenue was only $31.8 k.

Q: How many shares of ATLX are outstanding?

There were 19,582,473 shares outstanding as of 31 Jul 2025.

Q: What is the status of Atlas Lithium's convertible debt?

Convertible notes total $9.94 million , mature November 2026, 6.5% coupon, conversion price $28.225.

Q: What financing activities occurred during the first half of 2025?

The ATM program sold 2.47 m shares, netting $11.9 m ; an additional $1.41 m was raised from minority stake sales.

[10-Q] Atlas Lithium Corporation Quarterly Earnings Report

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

10-Q

Rhea-AI Filing Summary

Atlas Lithium (ATLX) filed its Q2-25 Form 10-Q. The company remains pre-production, with only quartzite sales reported.

Revenue: $31.8k in Q2 (-83% YoY); $57.0k YTD (-85% YoY).
Net loss: Q2 鈥�$6.3 m vs 鈥�$10.0 m LY; YTD 鈥�$16.5 m vs 鈥�$23.1 m, helped by lower stock-based comp and exploration spend.
Cash & liquidity: Cash fell to $13.9 m (-$1.7 m YTD). Operating cash burn was $8.3 m; capex/exploration another $6.3 m, partly offset by $12.9 m raised via the Nov-24 ATM program (2.47 m shares).
Balance sheet: Total assets $63.3 m (+9% YTD) driven by capex on Neves project. Equity rose to $26.2 m from $22.0 m. Convertible debt stable at $9.94 m (6.5% coupon, $28.225 conversion price).
Dilution: Shares outstanding increased 18% to 18.8 m; 19.6 m as of 31-Jul-25.
Derivative items: NDF hedge produced $0.43 m OCI gain; conversion-feature liability fell to $7k.
Operational milestones: 鈥� Mining concession granted for core Neves right (1,536 ha). 鈥� Definitive Feasibility Study (issued 30-Jul-25) projects 146 ktpa spodumene, $57 m capex, after-tax IRR 145%, 11-month payback, cash cost $489/t (lowest quartile).

Outlook: Management touts strong DFS economics, but substantial funding will be required to cover the $57 m build-out while sustaining a high cash burn. Continued reliance on equity raises implies further dilution risk.

Atlas Lithium (ATLX)電� 2025雲� 2攵勱赴 Form 10-Q毳� 鞝滌稖頄堨姷雼堧嫟. 須岇偓電� 鞎勳 靸濎偘鞝� 雼硠鞚措┌, 靹濎榿韺愲Г毵� 氤搓碃霅橃棃鞀惦媹雼�.

毵れ稖: 2攵勱赴 31,800雼煬(-83% 鞝勲厔雽€牍�); 鞐办磮雸勳爜 57,000雼煬(-85% 鞝勲厔雽€牍�).
靾涤啇鞁�: 2攵勱赴鈥�630毵� 雼煬 vs 鞛戨厔鈥�1,000毵� 雼煬; 鞐办磮雸勳爜鈥�1,650毵� 雼煬 vs 鈥�2,310毵� 雼煬, 欤检嫕旮半皹氤挫儊氚� 韮愳偓牍� 臧愳唽雿曤秳.
順勱笀氚� 鞙犽彊靹�: 順勱笀鞚€ 1,390毵� 雼煬搿� 臧愳唽(-170毵� 雼煬鞐办磮雽€牍�). 鞓侅梾順勱笀靻岇鞚€ 830毵� 雼煬, 鞛愲掣歆€於� 氚� 韮愳偓牍� 630毵� 雼煬, 2024雲� 11鞗� ATM 頂勲攴鸽灗鞚� 韱淀暣 1,290毵� 雼煬(247毵� 欤�) 臁半嫭搿� 鞚茧秬靸侅噭.
鞛 靸來儨: 齑濎瀽靷� 6,330毵� 雼煬(+9% 鞐办磮雽€牍�), Neves 頂勲鞝濏姼鞛愲掣歆€於� 歃濌皜鞐� 旮办澑. 鞛愲掣鞚€ 2,620毵� 雼煬搿� 2,200毵� 雼煬鞐愳劀靸侅姽. 鞝勴櫂靷眲電� 994毵� 雼煬搿� 鞎堨爼鞝�(6.5% 炜犿彴, 鞝勴櫂臧€ 28.225雼煬).
頋划: 氚滍枆欤检嫕靾� 18% 歃濌皜頃橃棳 1,880毵� 欤�; 2025雲� 7鞗� 31鞚� 旮办 1,960毵� 欤�.
韺岇儩靸来拡: NDF 項れ電� 43毵� 雼煬 OCI 鞚挫澋氚滌儩; 鞝勴櫂甓� 攵€毂勲姅 7觳� 雼煬搿� 臧愳唽.
鞖挫榿靹标臣: 鈥� 頃奠嫭 Neves 甓岆Μ(1,536項ロ儉毳�)鞐� 雽€頃� 甏戩偘項堦皜須嶋摑. 鈥� 頇曥爼韮€雼轨劚臁办偓(2025雲� 7鞗� 30鞚� 氚滍枆)電� 鞐瓣皠 14.6毵� 韱れ潣鞀ろ彫霌� 靸濎偘, 5,700毵� 雼煬鞛愲掣歆€於�, 靹疙泟雮措秬靾橃澋毳� 145%, 11臧滌洈須岇垬旮瓣皠, 韱る嫻順勱笀牍勳毄 489雼煬(斓滌爛攵勳渼).

鞝勲: 瓴届榿歆勳潃臧曤牓頃� 韮€雼轨劚臁办偓瓴届牅靹膘潉臧曥“頃橃毵�, 5,700毵� 雼煬瓯挫劋牍勳毄瓿� 雴掛潃順勱笀靻岇毳犾潉臧愲嫻頃橁赴鞙勴暣靸侂嫻頃� 鞛愱笀臁半嫭鞚� 頃勳殧頃╇媹雼�. 歆€靻嶌爜鞚� 欤检嫕氚滍枆鞚橃〈鞚€ 於旉皜頋劃鞙勴棙鞚� 雮错彫頃╇媹雼�.

Atlas Lithium (ATLX) a d茅pos茅 son formulaire 10-Q pour le deuxi猫me trimestre 2025. La soci茅t茅 est toujours en phase pr茅-production, avec uniquement des ventes de quartzite rapport茅es.

Revenus : 31,8 k$ au T2 (-83 % en glissement annuel) ; 57,0 k$ depuis le d茅but de l'ann茅e (-85 % en glissement annuel).
Perte nette : T2 鈥�6,3 M$ contre 鈥�10,0 M$ l'an dernier ; depuis le d茅but de l'ann茅e 鈥�16,5 M$ contre 鈥�23,1 M$, gr芒ce 脿 une baisse des charges li茅es aux actions et aux d茅penses d'exploration.
Tr茅sorerie et liquidit茅s : La tr茅sorerie a diminu茅脿 13,9 M$ (-1,7 M$ depuis le d茅but de l'ann茅e). La consommation de tr茅sorerie op茅rationnelle s'est 茅lev茅e 脿 8,3 M$ ; les d茅penses d'investissement/exploration 脿 6,3 M$, partiellement compens茅es par 12,9 M$ lev茅s via le programme ATM de novembre 2024 (2,47 M d'actions).
Bilan : Actifs totaux de 63,3 M$ (+9 % depuis le d茅but de l'ann茅e) port茅s par les investissements dans le projet Neves. Les capitaux propres ont augment茅脿 26,2 M$ contre 22,0 M$. La dette convertible est stable 脿 9,94 M$ (coupon 6,5 %, prix de conversion 28,225 $).
Dilution : Le nombre d'actions en circulation a augment茅 de 18 % 脿 18,8 M ; 19,6 M au 31 juillet 2025.
Instruments d茅riv茅s : La couverture NDF a g茅n茅r茅 un gain OCI de 0,43 M$ ; le passif li茅脿 la conversion a chut茅脿 7 k$.
Jalons op茅rationnels : 鈥� Concession mini猫re accord茅e pour la zone centrale de Neves (1 536 ha). 鈥� 脡tude de faisabilit茅 d茅finitive (publi茅e le 30 juillet 2025) pr茅voit 146 ktpa de spodum猫ne, 57 M$ de capex, TRI apr猫s imp么t de 145 %, retour sur investissement en 11 mois, co没t cash de 489 $/t (quartile le plus bas).

Perspectives : La direction met en avant la solidit茅茅conomique de l'茅tude de faisabilit茅, mais un financement important sera n茅cessaire pour couvrir les 57 M$ d'investissement tout en maintenant un taux de consommation de tr茅sorerie 茅lev茅. La d茅pendance continue aux augmentations de capital implique un risque accru de dilution.

Positive

Mining concession granted for core Neves right, removing key permitting risk.
Definitive Feasibility Study shows 145% after-tax IRR, $57 m capex, low cash cost $489/t spodumene.
Net loss reduced 37% YoY and operating cash burn down 26% YoY.
Equity financing via ATM added $11.9 m without increasing debt.

Negative

Revenue collapsed by 83% YoY to $31.8 k, highlighting pre-production status.
Cash balance down to $13.9 m, insufficient to cover $57 m project capex.
Share dilution: outstanding shares up 18% YTD through ATM issuances.
Continued operating losses (鈥�$16.5 m YTD) with limited near-term cash inflows.

Insights

TL;DR 鈥� Losses narrow and DFS positive, but funding gap and dilution risk keep outlook neutral.

Quarterly revenue remains immaterial; the 35% YoY reduction in opex trimmed net loss to $6.3 m. Cash of $13.9 m covers ~9 months of current burn, far short of the $57 m capex outlined in the DFS. Management is leaning on the ATM, which already expanded the share count 18% YTD; further raises are likely. Convertible notes (6.5%, $28.23 strike) are well out-of-the-money and therefore benign near term. While equity improved to $26 m and derivative liabilities collapsed, the overall financial profile is still early-stage and cash-constrained. Rating: Neutral.

TL;DR 鈥� Concession grant and 145% IRR DFS materially de-risk Neves; financing is now the key hurdle.

The award of a mining concession on the flagship 1,536 ha tenement is a critical regulatory step, allowing mine construction. SGS-authored DFS confirms competitive economics: sub-$500/t cash cost places Neves in the lowest cost quartile; capex intensity of ~$390/t annual concentrate is also attractive. Given Brazil鈥檚鈥楲ithium Valley鈥� infrastructure, timeline to first production could be under two years, subject to financing. Strategic investors (e.g., Mitsui stake, LRC royalty) provide some validation and may participate in project funding. Rating: Positive impact.

毵れ稖: 2攵勱赴 31,800雼煬(-83% 鞝勲厔雽€牍�); 鞐办磮雸勳爜 57,000雼煬(-85% 鞝勲厔雽€牍�).
靾涤啇鞁�: 2攵勱赴鈥�630毵� 雼煬 vs 鞛戨厔鈥�1,000毵� 雼煬; 鞐办磮雸勳爜鈥�1,650毵� 雼煬 vs 鈥�2,310毵� 雼煬, 欤检嫕旮半皹氤挫儊氚� 韮愳偓牍� 臧愳唽雿曤秳.
順勱笀氚� 鞙犽彊靹�: 順勱笀鞚€ 1,390毵� 雼煬搿� 臧愳唽(-170毵� 雼煬鞐办磮雽€牍�). 鞓侅梾順勱笀靻岇鞚€ 830毵� 雼煬, 鞛愲掣歆€於� 氚� 韮愳偓牍� 630毵� 雼煬, 2024雲� 11鞗� ATM 頂勲攴鸽灗鞚� 韱淀暣 1,290毵� 雼煬(247毵� 欤�) 臁半嫭搿� 鞚茧秬靸侅噭.
鞛 靸來儨: 齑濎瀽靷� 6,330毵� 雼煬(+9% 鞐办磮雽€牍�), Neves 頂勲鞝濏姼鞛愲掣歆€於� 歃濌皜鞐� 旮办澑. 鞛愲掣鞚€ 2,620毵� 雼煬搿� 2,200毵� 雼煬鞐愳劀靸侅姽. 鞝勴櫂靷眲電� 994毵� 雼煬搿� 鞎堨爼鞝�(6.5% 炜犿彴, 鞝勴櫂臧€ 28.225雼煬).
頋划: 氚滍枆欤检嫕靾� 18% 歃濌皜頃橃棳 1,880毵� 欤�; 2025雲� 7鞗� 31鞚� 旮办 1,960毵� 欤�.
韺岇儩靸来拡: NDF 項れ電� 43毵� 雼煬 OCI 鞚挫澋氚滌儩; 鞝勴櫂甓� 攵€毂勲姅 7觳� 雼煬搿� 臧愳唽.
鞖挫榿靹标臣: 鈥� 頃奠嫭 Neves 甓岆Μ(1,536項ロ儉毳�)鞐� 雽€頃� 甏戩偘項堦皜須嶋摑. 鈥� 頇曥爼韮€雼轨劚臁办偓(2025雲� 7鞗� 30鞚� 氚滍枆)電� 鞐瓣皠 14.6毵� 韱れ潣鞀ろ彫霌� 靸濎偘, 5,700毵� 雼煬鞛愲掣歆€於�, 靹疙泟雮措秬靾橃澋毳� 145%, 11臧滌洈須岇垬旮瓣皠, 韱る嫻順勱笀牍勳毄 489雼煬(斓滌爛攵勳渼).

Revenus : 31,8 k$ au T2 (-83 % en glissement annuel) ; 57,0 k$ depuis le d茅but de l'ann茅e (-85 % en glissement annuel).
Perte nette : T2 鈥�6,3 M$ contre 鈥�10,0 M$ l'an dernier ; depuis le d茅but de l'ann茅e 鈥�16,5 M$ contre 鈥�23,1 M$, gr芒ce 脿 une baisse des charges li茅es aux actions et aux d茅penses d'exploration.
Tr茅sorerie et liquidit茅s : La tr茅sorerie a diminu茅脿 13,9 M$ (-1,7 M$ depuis le d茅but de l'ann茅e). La consommation de tr茅sorerie op茅rationnelle s'est 茅lev茅e 脿 8,3 M$ ; les d茅penses d'investissement/exploration 脿 6,3 M$, partiellement compens茅es par 12,9 M$ lev茅s via le programme ATM de novembre 2024 (2,47 M d'actions).
Bilan : Actifs totaux de 63,3 M$ (+9 % depuis le d茅but de l'ann茅e) port茅s par les investissements dans le projet Neves. Les capitaux propres ont augment茅脿 26,2 M$ contre 22,0 M$. La dette convertible est stable 脿 9,94 M$ (coupon 6,5 %, prix de conversion 28,225 $).
Dilution : Le nombre d'actions en circulation a augment茅 de 18 % 脿 18,8 M ; 19,6 M au 31 juillet 2025.
Instruments d茅riv茅s : La couverture NDF a g茅n茅r茅 un gain OCI de 0,43 M$ ; le passif li茅脿 la conversion a chut茅脿 7 k$.
Jalons op茅rationnels : 鈥� Concession mini猫re accord茅e pour la zone centrale de Neves (1 536 ha). 鈥� 脡tude de faisabilit茅 d茅finitive (publi茅e le 30 juillet 2025) pr茅voit 146 ktpa de spodum猫ne, 57 M$ de capex, TRI apr猫s imp么t de 145 %, retour sur investissement en 11 mois, co没t cash de 489 $/t (quartile le plus bas).

08/04/2025 - 08:32 AM

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xbrli:pure utr:ha utr:t iso4217:BRL

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 June 30, 2025

☐	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 July 31, 2025, there were outstanding 19,582,473 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 June 30, 2025 (Unaudited) and December 31, 2024	4

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited)	5

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited)	6

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 (Unaudited)	7

	Notes to the Condensed Consolidated Financial Statements (Unaudited)	8

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

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. 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.

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1 FINANCIAL STATEMENTS

ATLAS LITHIUM CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2025 and December 31, 2024

	June 30,			December 31,
	2025			2024

ASSETS
Current assets:
Cash and cash equivalents	$	13,864,963		$	15,537,476
Accounts receivable		-			47,682
Inventories		445,250			492,812
Taxes recoverable		31,901			29,431
Derivative assets		427,222			-
Prepaid and other current assets		87,833			134,983
Total current assets		14,857,169			16,242,384
Taxes recoverable		2,160,833			1,704,994
Property and equipment, net		45,319,972			38,855,071
Intangible assets, net		354,516			399,773
Right of use assets - operating leases, net		444,008			499,605
Other assets		179,996			152,781
Total assets	$	63,316,494		$	57,854,608

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	6,603,653		$	5,001,664
Derivative liabilities		18,420			462,638
Convertible Debt		81,918			81,918
Operating lease liabilities		168,667			134,300
Other current liabilities		9,238			8,084
Total current liabilities		6,881,896			5,688,604
Convertible Debt		9,859,405			9,807,883
Operating lease liabilities		300,452			312,918
Deferred consideration from royalties sold		20,000,000			20,000,000
Other noncurrent liabilities		31,425			33,962
Total liabilities		37,073,178			35,843,367

Stockholders’ Equity:
Series A preferred stock, $0.001 par value. 1 shares authorized; 1 share issued and outstanding as of June 30, 2025 and December 31, 2024		1			1
Common stock, $0.001 par value. 200,000,000 and 200,000,000 shares authorized as of June 30, 2025 and December 31, 2024, respectively and 18,842,286 and 16,014,742 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		18,842			16,015
Additional paid-in capital		183,186,939			166,110,916
Accumulated other comprehensive loss		(148,976	)		(179,990	)
Cumulative Adjustment of the Valuation of Fin. Instruments		427,428			(278,820	)
Accumulated deficit		(158,474,836	)		(144,410,340)
Total Atlas Lithium Co. stockholders’ equity		25,009,398			21,257,782
Non-controlling interest		1,233,918			753,459
Total stockholders’ equity		26,243,316			22,011,241
Total liabilities and stockholders’ equity	$	63,316,494		$	57,854,608

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

Table of Contents

ATLAS LITHIUM CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Three and Six Months Ended June 30, 2025 and 2024

	2025			2024			2025			2024
	Three months ending June 30						Six months ending June 30
	2025			2024			2025			2024

Gross revenues		42,991			202,275			79,416			415,032
Sales deductions		(11,186	)		(19,487	)		(22,436	)		(40,924	)
Net revenue		31,805			182,788			56,980			374,108
Cost of revenue		(50,028	)		(91,786	)		(137,878	)		(193,852	)
Gross profit (loss)		(18,223	)		91,002			(80,898	)		180,256
Operating expenses
General and administrative expenses		4,522,404			4,565,336			9,438,662			7,817,090
Stock-based compensation		1,577,716			4,972,562			6,407,886			11,812,684
Exploration		-			-			-			3,170,983
Other operating expenses		4,113			99,268			18,567			102,869
Total operating expenses		6,104,233			9,637,166			15,865,115			22,903,626
Loss from operations		(6,122,456	)		(9,546,164	)		(15,946,013	)		(22,723,370	)
Other expense (income)
Other expense (income)		(495	)		10,007			468			12,989
Fair value adjustments, net		(17,607	)		(124,228	)		(59,240	)		(311,717	)
Finance costs		175,326			515,145			606,026			702,029
Total other expense		157,224			400,924			547,254			403,301
Loss before provision for income taxes		(6,279,680	)		(9,947,088	)		(16,493,267	)		(23,126,671	)
Income taxes		-			6,220			-			10,833
Net loss		(6,279,680	)		(9,953,308	)		(16,493,267	)		(23,137,504	)
Loss attributable to non-controlling interest		(720,447	)		(781,948	)		(1,917,077	)		(1,002,677	)
Net loss attributable to Atlas Lithium Corporation stockholders	$	(5,559,233	)	$	(9,171,360	)	$	(14,576,190	)	$	(22,134,827	)

Basic and diluted loss per share
Net loss per share attributable to Atlas Lithium Corporation common stockholders	$	(0.31	)	$	(0.67	)	$	(0.84	)	$	(1.61	)

Weighted-average number of common shares outstanding:
Basic and diluted		18,004,362			13,721,860			17,257,239			13,721,662

Comprehensive loss:
Net loss	$	(6,279,680	)	$	(9,953,308	)	$	(16,493,267	)	$	(23,137,504	)
Other comprehensive results		392,850			574,752			877,798			644,778
Comprehensive loss		(5,886,830	)		(9,378,556	)		(15,615,469	)		(22,492,726	)
Comprehensive loss attributable to noncontrolling interests		(677,779	)		(613,879	)		(1,776,541	)		(641,798	)
Comprehensive loss attributable to Atlas Lithium Corporation stockholders	$	(5,209,051	)	$	(8,764,677	)	$	(13,838,928	)	$	(21,850,928	)

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

For the Three Months Ended June 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			Non controlling			Total Stockholders’ Equity
	Shares		Value		Shares		Value		Capital		Loss			Instruments		Deficit			Interests			(Deficit)

Balance, March 31, 2024		1	$	1		12,769,581	$	12,770	$	116,403,497	$	(68,803	)	$	-	$	(115,785,590	)	$	399,384		$	961,259

Issuance of common stock in connection with sales		-		-		1,871,250		1,871		29,998,127		-			-		-			449,450			30,449,449
made under privante offerings
Stock based compensation		-		-		183,861		184		5,563,094		-			-		-			235,069			5,798,347
Change in foreign currency translation		-		-		-		-		-		213,872			-		-			292,574			506,446
Net loss		-		-		-		-		-		-			-		(9,171,360	)		(781,948	)		(9,953,308	)

Balance, June 30, 2024		1	$	1		14,824,692	$	14,825	$	151,964,718	$	145,069		$	-	$	(124,956,950	)	$	594,528		$	27,762,191

Balance, March 31, 2025		1	$	1		17,498,904	$	17,499	$	176,665,848	$	(171,661	)	$	76,395	$	(152,953,340	)	$	654,960		$	24,289,702

Issuance of common stock in connection with sales made		-		-		1,298,751		1,298		5,261,848		-			-		-			947,899			6,211,045
under private offerings
Exercise of warrants		-		-		-		-		-		-			-		-			-			-
Stock based compensation		-		-		44,631		45		1,259,243		-			-		-			347,431			1,606,719
Adjustment of the Valuation of Fin. Instruments		-		-		-		-		-		-			351,033		-			-			351,033
Other changes in Noncontrolling interest		-		-		-		-		-		-			-		37,737			(37,737	)		-
Change in foreign currency translation		-		-		-		-		-		22,685			-		-			41,812			64,497
Net loss		-		-		-		-		-		-			-		(5,559,233	)		(720,447	)		(6,279,680	)

Balance, June 30, 2025		1	$	1		18,842,286	$	18,842	$	183,186,939	$	(148,976	)	$	427,428	$	(158,474,836	)	$	1,233,918		$	26,243,316

For the Six Months Ended June 30, 2025 and 2024

	Series A Preferred Stock				Common Stock				Additional Paid-in		Accumulated Other Comprehensive			Cumulative Adjustment of the Valuation of Fin.			Accumulated			Non controlling			Total Stockholders’ Equity
	Shares		Value		Shares		Value		Capital		Loss			Instruments			Deficit			Interests			(Deficit)

Balance, December 31, 2023		1	$	1		12,763,581	$	12,764	$	110,195,978	$	(138,829	)	$	-		$	(102,822,123	)	$	427,302		$	7,675,093

Issuance of common stock in connection with sales		-		-		1,871,250		1,871		29,998,127		-			-			-			449,450			30,449,449
made under privante offerings
Issuance of common stock in connection with sales made under privante offerings		-		-		1,871,250		1,871		29,998,127		-			-			-			449,450			30,449,449
Issuance of common stock in exchange for consulting,		-		-		6,000		6		105,091		-			-			-			-			105,097
professional and other services
Issuance of common stock in exchange for consulting, professional and other services		-		-		6,000		6		105,091		-			-			-			-			105,097
Stock based compensation		-		-		183,861		184		11,665,522		-			-			-			359,574			12,025,280
Change in foreign currency translation		-		-		-		-		-		283,898			-			-			360,879			644,778
Net loss		-		-		-		-		-		-			-			(22,134,827	)		(1,002,677	)		(23,137,504	)

Balance, June 30, 2024		1	$	1		14,824,692	$	14,825	$	151,964,718	$	145,069		$	-		$	(124,956,950	)	$	594,528		$	27,762,191

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
Balance		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		-		-		2,468,502		2,468		11,915,128		-			-			-			1,411,899			13,329,495
under private offerings																								-
Issuance of common stock in connection with sales made under private offerings		-		-		2,468,502		2,468		11,915,128		-			-			-			1,411,899			13,329,495
Exercise of warrants		-		-		-		-		-		-			-			-			-			-
Stock based compensation		-		-		359,042		359		5,160,895		-			-			-			1,356,795			6,518,049
Adjustment of the Valuation of Fin. Instruments		-		-		-		-		-		-			706,248			-			-			706,248
Other changes in Noncontrolling interest		-		-		-		-		-		-			-			511,694			(511,694	)		-
Change in foreign currency translation		-		-		-		-		-		31,014			-			-			140,536			171,550
Net loss		-		-		-		-		-		-			-			(14,576,190	)		(1,917,077	)		(16,493,267	)

Balance, June 30, 2025		1	$	1		18,842,286	$	18,842	$	183,186,939	$	(148,976	)	$	427,428		$	(158,474,836	)	$	1,233,918		$	26,243,316
Balance		1	$	1		18,842,286	$	18,842	$	183,186,939	$	(148,976	)	$	427,428		$	(158,474,836	)	$	1,233,918		$	26,243,316

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 Six Months Ended June 30, 2025 and 2024

	2025			2024
	Six months ending June 30
	2025			2024

Cash flows from operating activities of continuing operations:
Net loss	$	(16,493,267	)		(23,137,504	)
Adjustments to reconcile net loss to cash used in operating activities:
Stock based compensation and services		6,407,886			11,812,684
Depreciation and amortization		146,520			65,024
Interest expense		322,330			443,956
Unwinding of non-current liabilities		66,658			-
Fair value adjustments		(59,035	)		(311,717	)
Other non cash expenses		(11,318	)		-
Gain/loss on FOREX transactions		350,481			-
Changes in operating assets and liabilities:
Inventories and accounts receivable		115,468			(150,663	)
Taxes recoverable		(214,572	)		39,824
Prepaid and other current assets		50,832			(35,241	)
Accounts payable and accrued expenses		1,024,768			66,114
Other noncurrent assets and liabilities		(13,744	)		(84,698	)
Net cash provided (used) by operating activities		(8,306,993	)		(11,292,221	)

Cash flows from investing activities:
Acquisition of capital assets		(4,727,445	)		(13,970,339	)
Capitalized Exploration costs		(1,562,917	)		(2,443,616	)
Increase in intangible assets		-			(363,156	)
Net cash used in investing activities		(6,290,362	)		(16,777,111	)

Cash flows from financing activities:
Net proceeds from sale of common stock		11,917,596			30,000,000
Proceeds from sale of subsidiary common stock to noncontrolling interests		1,411,899			449,450
Cash used in payment of debt		(322,330	)		(309,152	)
Leases payments		(84,033	)		-
Net cash provided by financing activities		12,923,132			30,140,298

Effect of exchange rates on cash and cash equivalents		1,710			646,837
Net increase (decrease) in cash and cash equivalents		(1,672,513	)		2,717,803
Cash and cash equivalents at beginning of period		15,537,476			29,549,927
Cash and cash equivalents at end of period	$	13,864,963			32,267,730

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 June 30, 2025 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 and its subsidiary Atlas Recursos Minerais; (iv) its 30.11% equity interest in Atlas Critical Minerals Corporation (“Atlas Critical Minerals”) and its subsidiaries Mineração Apollo Ltda., 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 (“VIE”) 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 is composed of several mining projects, being all of them located in Brazil. Currently the Company has projects in development phase, with special focus to the Neves Lithium Project, and generates revenue solely from its operating 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 June 30, 2025, were $63,316,494, primarily consisting of mineral rights, capitalized exploration and evaluation costs and equipment acquisitions for the Neves Project.

All of the long-lived assets are located in Brazil and revenues were exclusively generated by the Company’s Quartzite operations. For the six-month period ended June 30, 2025, the Company had 4 customers accounting for more than 10% of the Company’s revenue each (the combination of them represented 95%).

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 June 30, 2025, and December 31, 2024, are comprised of the following:

SCHEDULE OF INVENTORIES

	June 30, 2025		December 31, 2024
Materials and supplies		395,445		321,085
Quartzite blocks and slabs		49,805		171,727
Total		445,250		492,812

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

Quartzite inventories June 30, 2025 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 June 30, 2025 and December 31, 2024:

SCHEDULE OF PROPERTY AND EQUIPMENT

	June 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		29,368		(2,803	)		26,565	$	10,616	$	(165	)	$	10,451
Machinery and equipment		202,501		(14,542	)		187,959		184,824		(4,024	)		180,800
Facilities		16,462		(1,040	)		15,422		14,508		(191	)		14,317
Land		4,341,445		-			4,341,445		4,144,470		-			4,144,470
Prepaid Assets (CIP)		27,962,399		-			27,962,399		23,449,896		-			23,449,896
Mining rights		6,726,289		-			6,726,289		6,558,161		-			6,558,161
Exploration costs		6,059,893		-			6,059,893		4,496,976		-			4,496,976
Total fixed assets	$	45,338,357	$	(18,385	)	$	45,319,972	$	38,859,451	$	(4,381	)	$	38,855,071

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 June 30, 2025 and December 31, 2024 were $354,516 and $399,773, respectively.

Accounts Payable and Accrued Expenses

	June 30, 2025		December 31, 2024
Trade payables	$	6,317,257		4,779,903
Payroll and social charges		260,818		157,191
Taxes payable		25,578		64,571
Total	$	6,603,653	$	5,001,664

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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 June 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 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 two2 to five years and the liability was measured at the present value of the lease payments discounted using interest rates with a rate of 6.5%, which was determined to be the Company’s incremental borrowing rate. The continuity of the lease liabilities is presented in the table below:

SCHEDULE OF OPERATING LEASE LIABILITY

Lease liabilities at December 31, 2024	$	447,218
Increase/Decrease	$	32,150
Unwinding of lease liabilities	$	15,136
Lease payments	$	(84,034	)
Foreign exchange		58,648
Lease liabilities at June 30, 2025	$	469,119

Current portion	$	168,667
Non-current portion	$	300,452

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


Less than one year	$	193,566
Year 2	$	145,952
Year 3	$	90,158
Year 4	$	90,158
Total contractual undiscounted cash flows	$	519,834

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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

	June 30, 2025		December 31, 2024
Due to Nanyang Investment Management Pte Ltd		5,964,780		5,933,866
Due to Jaeger Investments Pty Ltd		1,988,283		1,977,979
Due to Modha Reena Bhasker		994,130		988,978
Due to Clipper Group Limited		994,130		988,978
Total convertible debt	$	9,941,323	$	9,889,801
Current portion	$	81,918	$	81,918
Non-current portion	$	9,859,405	$	9,807,883

On November 7, 2023, the Company entered into a convertible note purchase agreement (the “Convertible Note Purchase Agreement”) with Jaeger Investments Pty Ltd, an entity controlled by Mr. Martin Rowley, and other 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 as 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 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$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 under the terms of Convertible Note Purchase Agreement, and there were no other purchases and sales of the convertible promissory notes pursuant to the Convertible Note Purchase Agreement. 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 six months ended June 30, 2025, the Company recorded $162,055 and $322,330 in interest expense and $25,903 and $51,522 in accretion expense in the condensed consolidated statement of operations and comprehensive loss ($162,055 and $324,110, in interest expenses and $25,903 and $51,806 in accretion expense in the three and six months ended June 30, 2024).

Derivative Liabilities

SCHEDULE OF DERIVATIVE LIABILITIES

	June 30, 2025		December 31, 2024
Derivative assets
Derivative assets - Non-Deliverable Forward		427,222		-
Total derivative assets		427,222		-
Derivative liabilities
Derivative liability – conversion feature on the convertible debt		7,070		66,310
Derivative liability – restricted stock awards		11,350		121,512
Derivative liability - Non-Deliverable Forward		-		274,816
Total derivative liabilities	$	18,420	$	462,638

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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 Jaeger Investments Pty Ltd and other 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 $66,310 using a Black-Scholes collar option pricing model with the following assumptions:

	Value cap			Value floor
Measurement date	December 31, 2024			December 31, 2024
Shares to be issued in case of conversion		354,297			354,297
Stock price at fair value measurement date	$	6.3300		$	6.3300
Conversion price	$	28.2250		$	35.2813
Expected volatility		115.64	%		115.64	%
Risk-free interest rate		4.25	%		4.25	%
Dividend yield		0.00	%		0.00	%
Expected term (years)		1.85			1.85

At June 30, 2025, the fair value of the embedded conversion feature was determined to be $7,070 using a Black-Scholes collar option pricing model with the following assumptions:

	Value cap			Value floor
Measurement date	June 30, 2025			June 30, 2025
Shares to be issued in case of conversion		354,297			354,297
Stock price at fair value measurement date	$	3.7800		$	3.7800
Conversion price	$	28.2250		$	35.2813
Expected volatility		89.83	%		89.83	%
Risk-free interest rate		3.96	%		3.96	%
Dividend yield		0.00	%		0.00	%
Expected term (years)		1.36			1.36

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 six months ended June 30, 2025, the Company recognized a $17,067 and a $59,240 gain on changes in fair value of financial instruments in the condensed consolidated statement of operations and comprehensive loss ($124,228 and $311,717 in the three and six months ended June 30, 2024).

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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 June 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 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 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 $315,189, as measured using a Monte Carlo Simulation with the following ranges of assumptions: the Company’s stock price on the December 31, 2024 measurement date, expected dividend yield of 0%, expected volatility between 71.2% and 82.3%, risk-free interest rate between a range of 5.09% to 5.48%, and an expected term of 2.5 years. 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.

As at June 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 received restricted stock was $21,101, as measured using a Monte Carlo Simulation with the following ranges of assumptions: the Company’s stock price on the June 30, 2025 measurement date, expected dividend yield of 0%, expected volatility between 68.9% and 82.1%, risk-free interest rate between a range of 3.72% to 4.41%, 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

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 June 30, 2025, the fair value of outstanding NDF contracts was recorded as Derivative assets on the balance sheet.

For the period ended June 30, 2025:

	●	Unrealized gains from NDF contracts recognized in Other Comprehensive Income (OCI): $427,428

	●	Amount reclassified into Finance Costs (Revenue): $(86,581)

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the non-deliverable forward foreign exchange contracts that remain open as of June 30, 2025:

Dates

Derivative Financial

Total Notional

FX rate

Total Notional

Settlement

Subsidiary

Entered Into

Instrument

Amounts (USD)

(BRL/USD)

Amounts (BRL)

Dates (Range)

Atlas Litio Brasil Ltda

November, 2024

Forward foreign exchange contracts (USD/BRL)

1,250,000

6.02

7,518,850

15-Jul-2025 - 15-Sep-2025

Atlas Litio Brasil Ltda

April, 2025

Forward foreign exchange contracts (USD/BRL)

3,000,000

6.26

18.783.050

30-Sep-2025 - 15-Mar-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 certain 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.

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 June 30, 2025, and December 31, 2024, amounted to $31,425 and $33,962, respectively.

NOTE 5 – STOCKHOLDERS’ EQUITY

Authorized Stock

As of December 31, 2024 and June 30, 2025, 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 may, 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 are made pursuant to a prospectus supplement, dated November 22, 2024, to our registration statement on Form S-3, filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 25, 2023, which was declared effective on September 18, 2023.

During the three and six months ended June 30, 2025, we sold 1,298,751 and 2,468,502 shares, respectively, under the ATM Agreement, generating net proceeds of $5.2 million and $11.9 million, after deducting commissions and fees.

Series A Preferred Stock

On December 18, 2012, we filed with the SOS 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)

Six Months Ended June 30, 2024 Transactions

During the six months ended June 30, 2024, the Company issued 2,061,111 new shares of Common Stock, including (i) 1,871,250 shares issued to an accredited investor for gross proceeds of $30,000,000 pursuant to a March 28, 2024 subscription agreement with Mitsui & Co., Ltd. (“Mitsui”), and (ii) 189,861 shares issued to consultants, officers and directors upon vesting of restricted stock units.

Six Months Ended June 30, 2025 Transactions

During the six months ended June 30, 2025, the Company issued an aggregate of 2,827,544 shares of its Common Stock, as follows:

Nature	Shares
Shares issued in connection with stock-based compensation		359,042
Sales of common stock (ATM process)		2,468,502	(*)
Total		2,827,544

(*)	2,468,502 shares of Common Stock were sold through the ATM Agreement for proceeds of $11.9 million, net of commissions and fees.

Common Stock Options

During the six months ended June 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:

	June 30, 2025			June 30, 2024
Expected volatility		84,01% – 84.01	%		90.41% – 136.11	%
Risk-free interest rate		4.57% - 4.57	%		3.78% – 4.79	%
Stock price on date of grant	$	6.97 – $6.97		$	31.28 – $31.28
Dividend yield		0.00	%		0.00	%
Expected term		1 year			1 to 5 years

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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 six months ended June 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		40,667	$	0.2041		3.44	$	249,122
Issued (1)		439,996		0.0077
Outstanding and vested, June 30, 2025		480,663	$	0.0243		4.88		1,804,206

	Number of Options Outstanding and Vested		Weighted Average Exercise Price		Remaining Contractual Life (Years)		Aggregated Intrinsic Value
Outstanding and vested, January 1, 2024		50,667	$	15.9474		2.40	$	776,864
Issued (2)		429,996		0.0077
Outstanding and vested, June 30, 2024		480,664	$	1.6879		8.16	$	4,562,782

1)	In the six months ended June 30, 2025, 439,996 common stock options were issued with a grant date fair value of $3,066,772.
2)	In the six months ended June 30, 2024, 429,996 common stock options were issued with a grant date fair value of $13,447,502.

During three and six months ended June 30, 2025, the Company recorded $766,693 and $1,570,740 in stock-based compensation expense from common stock options in the condensed consolidated statements of operations and comprehensive loss ($3,352,664 and $6,668,487, during the three and six months ended June 30, 2024).

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 six months ended June 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

	June 30, 2025
Expected volatility		85.43% - 85.43%
Risk-free interest rate		4.54% - 4.54%
Stock price on date of grant	$	6.45 - $6.45
Dividend yield		0.00%
Expected term		2 years

Changes in common stock purchase warrants for the six months ended June 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		16,668	$	10.4999		0.79	$	-
Warrants Issued (1)		75,000	$	8.1250
Outstanding and vested, June 30, 2025		91,668	$	8.5568		1.84	$	-

1)	The warrants issued in the Six months ended June 30, 2025 had a total grant date fair value of $200,981.

During the six months ended June 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 six months ended June 30, 2025, the Company recorded the following as a result of the common stock purchase warrant activity: $200,981 and $nil in stock-based compensation expense in the condensed consolidated statements of operations and comprehensive loss ($nil and $nil, during the three and six months ended June 30, 2024)

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 six months ended June 30, 2025 and June 30, 2024 were as follows:

	Number of RSUs Outstanding
Outstanding at January 1, 2025		572,476
Granted (1)		351,042
Vested (2)		(379,042	)
Forfeited (3)		(8,750	)
Outstanding at June 30, 2025		535,726

	Number of RSUs Outstanding
Outstanding at January 1, 2024	1,040,017
Granted (4)		45,306
Vested (5)		(188,461	)
Expired or cancelled (6)		(10,000	)
Outstanding at June 30, 2024		886,862

1)	In the six months ended June 30, 2025, 351,042 RSUs were granted to officers and consultants of the Company, with a total grant date fair value of $1,915,753 as measured at an average $5.46/share trailing to the date the RSU was granted, as follows: (i) 326,042 RSUs which immediately vested upon grant and (ii) 25,000 RSUs with time-based vesting of four years.
2)	In the six months ended June 30, 2025, 379,042 RSUs vested and were settled through the issuance of 379,042 shares of common stock.
3)	In the six months ended June 30, 2025, 8,750 RSUs were forfeited upon termination of employment and service agreements with former executives and consultants of the Company.
4)	45,306 RSUs were granted to officers and consultants of the Company, with a total grant date fair value of $895,236 as measured at $19.76 per share using the Company’s 20-day volume weighted average price trailing to the date the RSU was granted, as follows: (i) 27,980 RSUs which immediately vested upon grant and (ii) 17,326 RSUs with time-based vesting in equal monthly installments over six months.
5)	188,461 RSUs vested and were settled through the issuance of 188,461 shares of common stock.
6)	10,000 RSUs were cancelled without vesting because the performance conditions for vesting were not met.

During the three and six months ended June 30, 2025, the Company recorded $492,565 and $3,389,533 in stock-based compensation expense from the Company’s RSU activity in the period ($2,210,613 and $5,102,316 during the three and six months ended June 30, 2024).

Other stock incentives measured at fair value through profit or loss

As of June 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 June 30, 2025, the Company recognized a $11,350 derivative liability and would have been obligated to issue 188,035 shares of common stock pursuant to these other stock incentives had the conditions of such stock incentives been met As of December 31, 2024, we recognized a $121,512 derivative liability and would have been obligated to issue 160,145 shares of common stock pursuant to these other stock incentives had the conditions of such 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 June 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)	$	1,335,700	$	1,335,700	$	-	$	-	$	-
Total		1,335,700		1,335,700		-		-		-

(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.

Please see commitments related to Leases in Note 2.

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		Martin Rowley was a senior advisor to us; his service terminated on August 16, 2024. In 2023, we entered into a Convertible Note Purchase Agreement with Martin Rowley relating to the issuance to Martin Rowley along with other experienced lithium investors. Martin Rowley is the father of Nicholas Rowley, a former officer.

Jaeger Investments Pty Ltd (“Jaeger”)		Jaeger is a corporation in which senior advisor, Mr. Rowley, is a controlling shareholder.

RTEK International DMCC (“RTEK”)		RTEK is a corporation in which Nicholas Rowley and Brian Talbot, a former officer and director, are controlling shareholders.

Mitsui & Co., Ltd.		Mitsui & Co., Ltd. is a non-controlling shareholder of the Company.

Technical Services Agreement

In July 2023, we entered into a technical service agreement (“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. On March 31, 2024, the Technical Services Agreement was amended and restated (the “Amended and Restated RTEK Agreement”) to reflect that part of the compensation originally scheduled to be paid to RTEK was allocated as compensation for Mr. Talbot in connection with his appointment as director and officer. Under the terms of the Amended and Restated RTEK Agreement, we issued RTEK RSUs for (i) 75,000 (seventy-five thousand) fully paid shares of our common stock vesting on the successful completion of certain performance criteria outlined in the Amended and Restated R-TEK Agreement; RSUs for 100,000 (one hundred thousand) fully paid shares of our common stock vesting upon completion of other identified performance criteria; and RSUs for 100,000 (one hundred thousand) fully paid shares of our common stock vesting upon on the delivery of a working plant as defined in the Amended and Restated RTEK Agreement. Any unvested RSUs shall immediately vest in the event of a Change in Control (as defined in our 2023 Equity Incentive Plan).

On August 16, 2024, the parties further amended and restated the Technical Services Agreement (the “Second A&R RTEK Agreement”) in order to, among other things: (i) revise and amend the Stage Two Budget and revise the terms of service with respect to the Phase Two Services (each, as described in the Second A&R RTEK Agreement); (ii) form an operations committee tasked with ensuring progress toward our goals under such agreement; and (iii) issue to RTEK additional RSUs with aggregate value of up to $5.0 million, subject to RTEK’s achievement of certain milestones and performance criteria.

On March 12, 2025, RTEK delivered a letter to the Company (the “RTEK Notice”) purporting to terminate the Second A&R RTEK Agreement due to the Company’s alleged repudiation of its obligations under the agreement. 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, including the timely delivery of a certain updated study, RTEK’s material breach of the exclusivity provisions of the Agreement, as well as 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)

Convertible Note Purchase Agreement

In November 2023, the Company entered into a Convertible Note Purchase Agreement with Jaeger, relating to the issuance to Jaeger along with other experienced lithium investors, of convertible promissory notes with an aggregate total principal amount of $10.0 million, accruing interest at a rate of 6.5% per annum. Pursuant to the Convertible Note Purchase Agreement, Jaeger purchased an aggregate of $1,967,503.0 of the Notes. The Notes will mature in November 2026.

The related parties outstanding amounts and expenses as of June 30, 2025 and December 31, 2024 are shown below:

	June 30, 2025				December 31, 2024
		Accounts Payable / Debt		Expenses / Payments		Accounts Payable / Debt		Expenses / Payments
RTEK International DMCC	$	-	$	29,294	$	-	$	2,844,549
Jaeger Investments Pty Ltd.	$	1,988,283	$	64,467	$	1,977,979	$	130,358
Total	$	1,988,283	$	93,761	$	1,977,979	$	2,974,907

In the course of preparing condensed consolidated financial statements, we eliminate the effects of various transactions conducted between Atlas and its subsidiaries and among the subsidiaries.

Atlas Critical Minerals Corporation

During the six months ended June 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 1,365,387 shares of its common stock to Mr. Fogassa during the six months ended June 30, 2025, representing 4% of Atlas Critical Mineral’s total outstanding common stock as of January 1, 2025.

Atlas Critical Minerals issued 438,168 shares of common stock of Atlas Critical Minerals to officers and directors of the Company at a weighted average price of $0.81 per share in settlement of $356,451 in salaries and fees owed to such officers and directors due to their services provided to Atlas Critical Minerals.

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ATLAS LITHIUM CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 June 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 June 30, 2025, we also own approximately 30.11% 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”). On November 19, 2024, Atlas Critical Minerals consummated a merger with our majority-owned subsidiary, Apollo Resources Corporation, with Atlas Critical Minerals continuing its corporate existence as the surviving corporation (the “Merger”). For more information about the Merger, please refer to our 2024 Form 10-K.

Operational Update

During the second quarter, SGS Canada Inc. (“SGS”) completed most of the work related to our Definitive Feasibility Study (“DFS”) which was eventually issued on July 30, 2025, and is included in this quarterly report as Exhibit 96.1. The DFS demonstrates robust project economics that positions our Neves Project as a potentially highly profitable lithium project with an after-tax internal rate of return of 145%, with a payback period of 11 months. The Neves Project also benefits from an attractive low capital expenditure cost of core implementation items of $57 million. The DFS supports our expectation of being able to produce an average of 146,000 tons per annum of lithium concentrate over an approximate 7-year initial life of mine. Expansion of life of mine is expected as additional mining pits are granted environmental permits in the future. Critically, our projected cash costs of $489 per ton of produced product will position us in the lowest quartile of global lithium producers. Overall, these strong economics underscore our strategic advantage in Brazil’s Lithium Valley and validate our path to production.

During the second quarter, the official gazette of the government of Brazil, Diário Oficial da União, published the granting by Brazil’s Ministry of Mines and Energy to us of mining concession status (“Portaria de Lavra”) with respect to our lithium mineral right number 833.356/2007 with a size of 1,536.45 hectares. This particular mineral right contains most of the currently discovered mineralized lithium ore bodies within our Neves Project. This development represents a significant milestone as a mining concession constitutes the highest-level title of ownership for a mineral right in Brazil. In broad terms, it provides ownership of the mineral right in perpetuity and grants the right to mine the substance for which it was issued (in this case, lithium) without volume limitations, provided that customary periodic reporting requirements under the Brazilian mining code and any other applicable regulations are satisfied.

During the second quarter, we successfully transported the 141 containers and 10 bulk items which form our modular dense media separation lithium processing plant to a secure location within the state of Minas Gerais where it awaits transport to the Neves Project site and assembly.

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Results of Operations

The Six Months Ended June 30, 2025, Compared to the Six Months Ended June 30, 2024

Net loss for the six months ended June 30, 2025 totaled $16.4 million, compared to net loss of $23.1 million during the six months ended June 30, 2024. The decrease is mainly due to:

●

The absence of exploration cost expenses in the six months ended June 30, 2025, compared to $3.2 million in the six months ended June 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 $5.4 million in stock-based compensation expense compared to the six months ended June 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 six months ended June 30, 2024, partially offset by an increase in the number of instruments issued in the six months ended June 30, 2025 compared to the comparable period in 2024;;

●

The above-mentioned decreases were partially offset by an increase in General and Administrative expenses of approximately $1.6 million compared to the six months ended June 30, 2024, primarily due to: (i) a $1.7 million increase in payroll expenses ($2.9 million in 2025 compared to $1.2 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 $0.9 million ($1.2 million in 2025 compared to $0.3 million in 2024). These increases were partially offset by a reduction of approximately $1.0 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 June 30, 2025, we had cash and cash equivalents of $13.9 million and working capital of $7.9 million.

Net cash used in operating activities totaled $8.3 million for the six months ended June 30, 2025, compared to $11.3 million for the six months ended June 30, 2024, representing a decrease of $3.0 million or 26%. This decrease was primarily driven by the commencement of capitalizing exploration expenses, which resulted in a $3.2 million positive impact to net cash used in operating activities, added by an increase in accounts payable of $1.0 million compared to the six months ended June 30, 2024. The decrease was partially offset by an increase of $1.6 million in general and administrative expenses, mainly due to team expansion and higher service costs related to marketing activities.

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Net cash used in investing activities totaled $6.3 million for the six months ended June 30, 2025, compared to net cash used of $16.8 million during the six months ended June 30, 2024, representing a decrease in cash used of $10.4 million or 63%. The decrease primarily reflects:

	●	A decrease of $9.2 million in the payments made in connection with the acquisition of our lithium processing plant ($4.7 million in 2025, compared to $13.9 million in 2024) due to the finalization of the fabrication process in 2025;

	●	The capitalization of exploration costs incurred during the six months ended June 30, 2025 of $1.5 million. ($2.4 for the six months ended June 30, 2024); and

	●	Reduction of $0.3 million relating to the acquisition of intangible assets: $nil in the three months ended June 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 $12.9 million for the six months ended June 30, 2025, compared to $nil during the six months ended June 30, 2024, representing an increase in cash provided of $12.9 million or 100%. The increase is due to the following financing activities that occurred during the six months ended June 30, 2025:

	●	The sale of an aggregate of 2,468,502 shares of our common stock pursuant to the ATM Agreement for proceeds of $11.9 million, net of commissions and fees;

	●	Net proceeds of $1.411,900 arising from the sale of shares of Atlas Critical Minerals, a consolidated subsidiary of the Company and;

	●	Debt repayments of $322,330 and $84,034 in connection with lease obligations during the period.

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 June 30, 2025, we had cash and cash equivalents of $13.9 million and working capital of $7.9 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 June 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 June 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 fiscal year ended December 31, 2024, 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.

Tariffs, trade restrictions and other changes in international trade policy could adversely affect our business, financial condition and results of operations.

Beginning in the second quarter of 2025, sweeping new U.S. tariffs were announced, and in response, several countries have imposed, or threatened to impose, reciprocal tariffs on imports from the U.S. and other retaliatory measures. Various modifications and delays to the U.S. tariffs have been announced, further changes are expected to be made in the future, and the details and effects remain uncertain.

In early July 2025, President Trump threatened to impose a 50% tariff on any and all Brazilian products imported to the U.S., separate from any sectoral tariffs, effective August 1, and ordered the Office of the U.S. Trade Representative to initiate an analysis into Brazil’s trade practices under Section 301 of the Trade Act of 1974. In response, Brazilian President Lula issued a presidential decree implementing the Economic Reciprocity Act, which would allow Brazil to take countermeasures against the U.S. On July 30, 2025, President Trump signed an Executive Order increasing the existing 10% tariff on U.S. imports from Brazil to 50%, effective August 6, 2025, although several categories of products were excluded. It is uncertain at this time what retaliatory measures may be taken by Brazil or how an escalating trade war between the U.S. and Brazil may affect the Company’s business and growth prospects.

Additionally, in April 2025, President Trump issued an executive order instructing the U.S. Department of Commerce to initiate an analysis under Section 232 of the Trade Expansion Act of 1962 to evaluate the national security risks from imports of processed critical minerals and their derivative products, which was initiated later that month. Following the Section 232 analysis, it is possible that sectoral tariffs on certain critical mineral imports to the U.S., including lithium, other import restrictions or other non-trade actions may be implemented by the Trump Administration.

The current trade environment continues to be dynamic, and the ultimate impact remains uncertain and will depend on several factors, including whether additional or incremental U.S. tariffs or other measures are announced, ultimately imposed or changed, to what extent other countries implement tariffs or other retaliatory measures in response, and the overall magnitude and duration of these measures. If disputes and conflicts further escalate, actions by governments in response could be significantly more severe and restrictive. Any of the foregoing could materially adversely harm our business and growth prospects. Trade barriers and other governmental action related to tariffs or international trade agreements around the world have the potential to decrease demand for our minerals and adversely impact the markets in which we are contractually obligated to sell our products and plan to operate. In addition, uncertainty and rapid changes in global trade policy may continue to result in general macroeconomic volatility. Our ability to mitigate the impacts of such trade policies on our business will be limited, and there can be no assurances that such mitigation efforts would be successful. As such, any changes in legislation and government policy by the U.S., China or other critical producers or consumers of critical minerals may have a material a direct or indirect adverse effect on our business.

The economic viability of our Neves Project has several risks and uncertainties, notwithstanding the Definitive Feasibility Study supports a commercially viable project.

Feasibility studies, including the Definitive Feasibility Study related to the Neves Project, are used to determine the economic viability of a mineral deposit, including estimated capital and operating costs. While these studies are based on the best information available to us for the level of study, we cannot be certain that actual costs will not significantly exceed the estimated cost. It is not uncommon for commercial mining operations to experience unexpected costs, problems, and delays during construction, commissioning and start-up. Any of these factors or those listed below could result in changes to our estimated capital and operating expenditures, and the expected economic returns of the Neves Project.

-a significant, prolonged decrease in the market price of lithium;

-significant delays, reductions, or stoppages in operating activities;

-construction delays, procurement issues and workforce sourcing;

-significant shortages of adequate and skilled labor or a significant increase in labor costs;

-more stringent regulatory or environmental, health or safety laws and more stringent regulatory or environmental, health or safety laws and regulations; and

-general economic and political conditions, such as recessions, interest rates, inflation and acts of war or terrorism.

Our future lithium production activities may change as a result of any one or more of these risks and uncertainties. We cannot assure you that any of our activities will result in achieving and maintaining the estimated net present value or internal rate of return as set forth in the Definitive Feasibility Study.

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

We consummated the following sales of unregistered securities during the three months ended June 30, 2025, which sales were exempt from registration under the Securities Act upon reliance on Section 4(a)(2) thereof:

●	On May 5, 2025, we issued 5,750 shares of our common stock to a consultant in exchange for consulting and professional services.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

None.

Item 5. OTHER INFORMATION

On June 13, 2025, Mr. Fogassa, our Chief Executive Officer and Chairman, entered into a written plan for the potential future sale of up to 300,000 shares of our common stock that is intended to satisfy the conditions of Rule 10b5-1(c) under the Exchange Act, with such plan starting in September 2025 and expiring in March 2026.

On June 13, 2025, Mr. Roger Noriega, our Board Member, entered into a written plan for the potential future sale of up to 50,000 shares of our common stock that is intended to satisfy the conditions of Rule 10b5-1(c) under the Exchange Act, with such plan starting in September 2025 and expiring in March, 2026.

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Item 6. EXHIBITS

(a) Exhibits

Exhibit Number		Description
10.1		2023 Stock Incentive Plan, as amended on May 28, 2025 (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 15, 2025)

23.1*		Consent of SGS Canada Inc.

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.

96.1*		S-K 1300 Technical Report Summary regarding the Neves Lithium Project, Minas Gerais State, Brazil, dated as of July 30, 2025

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)	August 04, 2025
Marc Fogassa	and Chairman of the Board

/s/ Tiago Miranda	Chief Financial Officer (Principal Financial and	August 04, 2025
Tiago Miranda	Accounting Officer)

Source:

FAQ

How much cash does Atlas Lithium (ATLX) have after Q2-25?

The company reported $13.9 million in cash and equivalents as of 30 Jun 2025.

What are the key economics from the Neves Project DFS?

DFS forecasts 146 ktpa concentrate, $57 m capex, 145% IRR, 11-month payback and $489/t cash cost.

Did Atlas Lithium generate a profit in Q2-25?

No. Net loss was $6.3 million (-$0.31 per share); revenue was only $31.8 k.

How many shares of ATLX are outstanding?

There were 19,582,473 shares outstanding as of 31 Jul 2025.

What is the status of Atlas Lithium's convertible debt?

Convertible notes total $9.94 million, mature November 2026, 6.5% coupon, conversion price $28.225.

What financing activities occurred during the first half of 2025?

The ATM program sold 2.47 m shares, netting $11.9 m; an additional $1.41 m was raised from minority stake sales.

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Equity Research Analyst neutral

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FAQ

How much cash does Atlas Lithium (ATLX) have after Q2-25?

What are the key economics from the Neves Project DFS?

Did Atlas Lithium generate a profit in Q2-25?

How many shares of ATLX are outstanding?

What is the status of Atlas Lithium's convertible debt?

What financing activities occurred during the first half of 2025?

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