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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

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

 For
the Fiscal Year Ended December 31, 2023

 OR

 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 000-55191

 ATLAS

 (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 Buenos Aires, 10 – 14th Floor

 Belo Horizonte, Minas Gerais, Brazil, 30.315-570

 (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

 Stock, $0.001 par value

 ATLX

 The
 Nasdaq Capital Market

 Securities
registered pursuant to Section 12(g) of the Act:

 None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has 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

by check mark whether the registrant has submitted electronically, 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

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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 As
of June 30, 2023, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate
market value of the registrant's common stock held by non-affiliates, based upon the market price of $21.42 per share on June 30, 2023, was approximately $ 147,012,507.

 As
of March 27, 2024, there were outstanding 12,769,581 shares of the registrant's common stock.

 DOCUMENTS
INCORPORATED BY REFERENCE: None.

 TABLE
OF CONTENTS

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 [Reserved]

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 Item
 15.

 Exhibits, Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 SIGNATURES

 FINANCIAL STATEMENTS

 MARKET
INFORMATION

 This
Annual Report contains certain industry and market data that were obtained from third-party sources, such as industry surveys and industry
publications, including, but not limited to, publications by Benchmark Mineral Intelligence, Bloomberg LP, and the U.S. Department of the Interior. This Annual Report also contains other industry and market data,
including market sizing estimates, growth and other projections and information regarding our competitive position, prepared by our management
on the basis of such industry sources and our management's knowledge of and experience in the industry and markets in which we
operate (including management's estimates and assumptions relating to such industry and markets based on that knowledge). Our management
has developed its knowledge of such industry and markets through its experience and participation in these markets.

 In
addition, industry surveys and industry publications generally state that the information they contain has been obtained from sources
believed to be reliable but that the accuracy and completeness of such information is not guaranteed and that any projections they contain
are based on a number of significant assumptions. Forecasts, projections and other forward-looking information obtained from these sources
involve risks and uncertainties and are subject to change based on various factors, including those discussed in the section "Forward-Looking
Statements" below. You should not place undue reliance on these statements.

 FORWARD
LOOKING STATEMENTS

 This
Annual 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 Annual Report are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will,"
"should," "expect," "plan," "anticipate," "could," "intend," "target,"
"project," "contemplate," "believe," "estimate," "predict," "potential",
or "continue" or the negative of these terms or other similar expressions. However, the absence of these terms does not mean
that the statement is not a forward-looking statement. Forward-looking statements in this Annual Report include, without limitation, statements regarding: our
current expectations for our future results of operations and financial position; the planned development of our processing facility and its production capabilities; the advancement and development
of the Minas Gerais Lithium Project; our ability to effectively
process minerals and achieve commercial grade at scale; whether any exploration targets will ultimately be developed into mineral reserves; the timing and amount of any
future production; risks and hazards inherent in the mining business (including risks inherent
in exploring, developing, constructing and operating mining projects, environmental hazards, industrial accidents, weather or geologically
related conditions); our ability to successfully negotiate a transaction with Mitsui &
Co., Ltd; uncertainty about our ability to obtain required capital to execute our business plan; changes in the market prices of lithium and lithium products and demand for such products; the potential success or positive outlook regarding any exploratory, developmental and production activities; and our ability to obtain permits or otherwise comply with legal and regulatory requirements
related to our projects and activities. These statements involve known and unknown risks,
uncertainties and other important factors that may cause actual results, performance or achievements to differ materially from any future
results, performance or achievement expressed or implied by these forward-looking statements.

 The
forward-looking statements in this Annual Report are based on our current expectations, beliefs 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 Annual Report and are subject to a number of important factors that could cause actual results to differ
materially from those in the forward-looking statements, therefore you should not unduly rely on these statements. Factors that could cause future results to materially differ from those projected,
anticipated or expected in forward-looking statements include, but are not limited to: unprofitable efforts resulting not only from the
failure to discover mineral deposits, but also from finding mineral deposits that, though present, are insufficient in quantity and quality
to return a profit from production; market fluctuations; government regulations, including regulations relating to royalties, allowable
production, importing and exporting of minerals, and environmental protection; competition; the loss of services of key personnel; unusual
or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of infrastructure as well
as general economic conditions; and the factors described under the sections in this Annual Report titled "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

 You
should read this Annual Report and the documents that we reference in this Annual Report completely and with the understanding that our
actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary
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.

 PART
I

 Item
1. Business.

 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
lithium-bearing pegmatitic district, 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
are building a modular plant targeted at producing 150,000 tons
of lithium concentrate per annum ("tpa") in what we describe as Phase I. We plan on adding additional modules to the plant with the intent of doubling its production capacity to 300,000 tpa in Phase II.

 All our mineral projects and properties are located in Brazil, a well-established mining jurisdiction. Our mineral rights include approximately:

 53,942
 hectares (539 km 2) for lithium in 95 mineral rights (2 in pre-mining concession stage, 85 in exploration stage, and 8
 in pre-exploration stage);

 44,913 hectares
 (449 km 2) for nickel in 29 mineral rights (23 in exploration stage, and 6 in pre-exploration stage);

 25,050
 hectares (251 km 2) for copper in 13 mineral rights (12 in exploration stage, and 1 in pre-exploration stage);

 12,144 hectares
 (121 km 2) for rare earths in 7 mineral rights, all in exploration stage;

 6,927
 hectares (69 km 2) for titanium in 5 mineral rights, all in exploration stage;

 3,910
 hectares (39 km 2) for graphite in 2 mineral rights, all in exploration stage;

 1,030
 hectares (10 km 2) for gold mineral rights, all in exploration stage.

 In
addition, we also have a few additional mineral rights in the process of being acquired and not yet titled in our name. We believe that
we hold the largest portfolio of exploration properties for lithium and other battery minerals in Brazil.

 Our
material property at this time is the Neves Project, depicted in the map below.

 We
 are primarily focused on advancing and developing our hard-rock lithium project located in
 the state of Minas Gerais, Brazil. Our Minas Gerais Lithium Project is our largest project
 and consists of 85 mineral rights spread over approximately 468 km 2 and predominantly
 located within the Brazilian Eastern Pegmatitic Province which has been surveyed by the Brazilian
 Geological Survey and is known for the presence of hard rock formations known as pegmatites
 which contain lithium-bearing minerals such as spodumene and petalite.

 We
believe that we can increase our value by continuing our exploratory work and quantification of our lithium mineralization, as well
as by expanding our exploration campaign to new, high-potential areas within our portfolio of mineral rights. Our initial
commercial goal is to be able to enter production of lithium concentrate, a product which is highly sought after in the battery
supply chain for electric vehicles.

 We
also have 100%-ownership of early-stage projects and properties in other minerals that are needed in the battery supply chain and
high technology applications such as nickel, copper, rare earths, graphite, and titanium. We believe that the shift from fossil
fuels to battery power may yield long-term opportunities for us not only in lithium but also in such other minerals.

 Additionally,
we have 100%-ownership of several mining concessions for gold and diamonds, two of which also include industrial sand. As our lithium
properties became our focus, we stopped alluvial gold and diamond exploration efforts in 2018 and ceased sales of industrial
sand in 2022.

 In
addition to the projects described above, we own 58.71% of the shares of common stock of Apollo Resources Corporation, a private company
primarily focused on the development of an iron mine located in the state of Minas Gerais in Brazil.

 We
also own approximately 27.42% of the shares of common stock of Jupiter Gold Corporation (OTCBQ: JUPGF), a company focused on the
exploration of two gold projects and a quartzite mine.

 The results of operations of both Apollo Resources and Jupiter
Gold are consolidated in our financial statements under U.S. GAAP.

 Minas
Gerais Lithium Project

 Our
Minas Gerais Lithium Project ("MGLP") is currently our largest undertaking and primary focus. This project is located in
northeastern Minas Gerais, Brazil along the Eastern Brazilian Pegmatite Province ("EBP") that extends more than 850
kilometers across eastern Minas Gerais. Pegmatites are igneous bodies derived during the final stages of crystallization of a larger
parent igneous intrusion, most commonly a granitic rock. They are distinctive for their very coarse-grained crystalline texture, and
in some instances, complex composition with unusual minerals and rare elements. Commercially productive lithium mineralization along
the EBP is centered around the Ara ua mining district which is host to the majority of Brazil's commercial
lithium production and reported mineral reserves.

 Our
current lithium property position in the state of Minas Gerais comprises 85 mineral rights totaling approximately 468 km 2
which include seven main clusters of prospective mineralization: Neves (currently being explored by drilling campaign and referred to
as the "Neves Project"), Coronel Murta, Eastern Properties, Itinga, Salinas, Santa Clara, and Tesouras.

 Because
of the region's long mining history, basic local infrastructure near our mineral properties ranges from adequate to robust,
with access to hydroelectric power and water supplies, and a well-established road network with direct access to commercial ports.
Basic goods and services, industrial suppliers and a skilled and semi-skilled labor force are also generally available from the
surrounding communities where we operate.

 Since
initiating exploration at MGLP in early 2021, we have confirmed the widespread presence of hard-rock lithium-bearing
pegmatites across our property portfolio.

 Geology

 The
EBP is considered to be one of the world's largest geologic belts of granite and related pegmatite intrusive bodies, encompassing
more than 150,000 km 2 and with more than 90% of the belt located in eastern Minas Gerais. Pegmatites are igneous rocks
that form during the final stages of a granitic magma's crystallization. They are readily identifiable by their exceptionally coarse
crystalline texture, with individual crystals averaging one centimeter or more in size. Most pegmatites have a simple mineral composition
common to granitic rocks, however some may also contain less common minerals that are rarely found in other types of rocks. These include
lithium minerals of commercial interest such as spodumene which can contain up to 3.73% Li (8.03% Li 2 O 2), and petalite with
up to 2.09% Li (4.50% Li 2 O 2).

 The
MGLP area encompasses multiple areas of mineralized pegmatites, in general occurring as series of sub-parallel elongate tabular
bodies, referred to as 'pegmatite dike swarms,' hosted in metamorphic shists. Individual pegmatite bodies range from
several meters to more than 50 meters thick and from tens of meters up to approximately one kilometer in lateral strike length.
They are primarily composed of minerals such as quartz, feldspar and mica, with localized concentrations of spodumene and petalite.
Individual feldspar and spodumene crystals can reach up to two meters in length, but typically are more homogeneously distributed
and ranging in size from one to a few centimeters in length.

 Since
initiating our exploration program in 2021, we have focused on evaluating the Neves Project target area through a systematic
approach involving a combination of basic prospecting, geologic field mapping, trenching, geochemical sampling, geophysical studies,
and diamond-core drilling.

Targets

 Neves
Project

 As
of December 31, 2023, we had drilled an aggregate of 72,899 meters at our flagship Neves Project.

 At
our Neves Project, the focus is on the delineation of the four confirmed pegmatite bodies with spodumene mineralization, designated
as Anitta 1 through 4. Complementing the four confirmed mineralized pegmatites are six new and promising target areas designated by
our geology team within our Neves Project.

 Initially,
drilling at "Abelhas" target (now Anitta 1) began immediately south of the historic working, returning multiple pegmatite intercepts over thicknesses ranging
from 1 to 11 meters ETW. As the majority of these intercepts were relatively shallow and within 50 meters vertical depth from surface,
lithium contents were generally low due to the effects of near-surface weathering and oxidation. Systematic step-out drilling to the
south has returned multiple intercepts of higher-grade lithium mineralization hosted in fresh un-weathered pegmatite with grades ranging
from 1.00% Li 2 O to as high as 3.26% Li 2 O.

 In
February 2023, drilling within a new target initially named "Anitta" (now Anitta 2) intersected pegmatite intervals with
spodumene mineralization, including a section of 4.40% Li 2 O.

 In
May 2023, drilling within a new target initially named "Anitta South" (now Anitta 3) intersected pegmatite intervals with
spodumene mineralization, including a section of 5.23% Li 2 O.

 In September 2023, we announced the discovery of
a new mineralized shallow pegmatite as a result of step-out drilling at the Neves Project. This new mineralized shallow pegmatite
has been named Anitta 4.

 Additionally,
through geological mapping in the identification of new outcrops and the soil geochemistry work carried out so far, six additional promising
exploration targets have been identified within the Neves Project, as shown in the map below.

 Soil
Geochemistry

 Since
November 2022, soil geochemistry campaigns have been started in the Neves Project with the aim of identifying areas with the existence
of a lithium anomaly and also comparing the anomalies with data from the geological mapping already carried out.

 Drilling
sampling machine.

 The
first campaign was carried out in November 2022 with the results obtained in December 2022. A second campaign started at the end of
January 2023 and ended at the beginning of March 2023. Additional soil geochemistry campaigns are underway and planned.

 Map
1: Results of the soil geochemistry campaign at the Neves Project with soil anomalies in red indicating potential subsurface lithium presence.

 In
parallel with our ongoing drilling campaign at Neves, our field crews have also been actively conducting field reconnaissance surveys
over our other exploration mineral rights in the district. This work has so far resulted in the positive identification by our Qualified
Person for lithium (as such term is defined in our " Lithium Exploration Campaign " discussion) of multiple
pegmatite occurrences exposed in surface outcrops and historic artisanal mining sites.

 Other
Brazil Lithium Project

 Our
Other Brazil Lithium Project encompasses seven mineral rights spread over approximately 71 km 2 in the States of
Para ba, Rio Grande do Norte, and Tocantins. We have identified pegmatites in many of
our areas, and several of our mineral rights are located near to or adjacent to areas known to have spodumene, a lithium-bearing
mineral. We plan to continue to explore our areas to assess whether we have any economic deposits.

 Raw
Materials

 We
do not have any material dependence on any raw materials or raw material supplier. All of the raw materials that we need are available
from numerous suppliers and at market-driven prices.

 Intellectual

 We
do not own or license any intellectual property which we consider to be material.

 Government
Regulation

Regulation and Compliance

regulation in Brazil is carried out by the National Mining Agency ("ANM"), a federal entity with offices in each state in
Brazil. We are required to file for exploration licenses for each mineral right that we own with the ANM office of the state in which
such mineral right is located. The applications for such licenses must contain, among other things, a project for the exploration work
to be undertaken. If approved, we have three years (subject to extension to up to an additional three years) to conduct exploration
activities in accordance with the approved plan and prove the existence of the mineral and quantify a deposit. Once exploration is completed,
the ANM requires a final exploration report which, if approved, allows for the application of an extraction license. Extractions requests
require detailed economic viability studies. We have been issued exploration licenses for our key areas for lithium. We believe that we maintain a good relationship with ANM.

 Environmental
Regulation and Compliance

 Environmental
regulation in Brazil is carried out by state-level agencies, which may have multiple offices, including one for each region of the
state. For instance, in the state of Minas Gerais, the State Council of Environmental Policy, or COPAM, and the Regional Superintendencies of the Environment, or SUPRAM, carry out environmental permitting and licensing processes. For each mineral right that we own, after
sufficient exploration work has been conducted, we can apply for operational permitting towards mining by filing any such paperwork
with the local office of the environmental agency that has the applicable geographical jurisdiction. We believe that we maintain a
good relationship with the offices of the environmental agency and believe that our methods of monitoring are adequate for our
current needs.

 On June 21, 2023, the government of the state
of Minas Gerais in Brazil provided us with written notice granting our Neves Project priority status for review of its environmental permitting
and licensing. This development followed the vote of the Economic Development Group (the "EDG") of the Secretariat for Economic
Development of the state of Minas Gerais during a meeting held on June 6, 2023, approving the request that our Project be analyzed by
the Superintendence of Priority Projects, recently renamed as "Diretoria Regional Geral" (Regional General Directorship). EDG determined that the environmental licensing
process, the analysis of which is necessary to determine the proper progress of our Neves Project, shall be considered a priority for
the development of the state of Minas Gerais because it obtained a high score according to a matrix of specific criteria. We believe that
this development could meaningfully expedite the permitting and licensing of the Neves Project by potentially shortening the timeline
of such a process by up to several months.

 The current environmental
regulations state that for the time carry out mining operations and for a period of five years after all mining operations have
ceased (however long that may take), we would still be required to perform any necessary recuperation work.

 Environmental,
Social and Governance

 We
are committed to Environmental, Social, and Corporate Governance ("ESG") causes. We believe that our efforts make a
difference in the communities in which we operate. For example, in the period from 2018 to 2020 we planted more than 6,000 trees of
diverse types for the benefit of local populations in areas in which we operate. During this same period, we also constructed over
1,000 small retention walls to preserve and enhance dirt access roads used by such communities. Our current efforts are focused on
hiring workers from communities near our project areas. Many of these communities have high levels of unemployment, and we believe
that we are making a positive contribution through hiring local personnel and the wages we are paying for such local personnel,
which are above the regional monthly wages.

 Form
and Year of Organization

 We
were incorporated in the State of Nevada on December 15, 2011, under the name Flux Technologies, Corp. From inception until December
18, 2012, we were focused on the software business, which business was discontinued. We operated with the name "Brazil
Minerals, Inc." until September 26, 2022, when we changed our name to
"Atlas Lithium Corporation." In January 2023, we completed a public offering of shares of our common stock and on
January 10, 2023, began trading on the Nasdaq Capital Market under the ticker symbol "ATLX."

 Legal
Proceedings

 We
are not a party to any material legal proceedings.

 Available
Information

 We
maintain a website at www.atlas-lithium.com. We make available free of charge, through the Public Filings section of the Investors tab
on our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those
reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such material
is electronically filed with, or furnished to, the Securities and Exchange Commission (the "SEC"). The information on our
website is not, and shall not be deemed to be, a part hereof or incorporated into this or any of our other filings with the SEC.

 In addition, the SEC maintains a website at www.sec.gov which contains reports, proxy and information statements
filed electronically by us with the SEC.

 Employees

 As
of the date of this Annual Report, we have 76 full-time employees. None of our employees are represented by labor unions or covered by
collective bargaining agreements. We consider our relationship with our employees to be good.

 Item
1A. Risk Factors.

 RISK
FACTORS

 Investing
in our common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information
in this Annual Report, including our financial statements and the related notes thereto and "Management's Discussion and
Analysis of Financial Condition and Results of Operations," 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 summarized and set forth in detail below and elsewhere in this Annual Report
before you decide to invest in our common stock.

 Summary
of Risk Factors

 We
are providing the following summary of the risk factors contained in this Annual Report to enhance the readability and accessibility
of our risk factor disclosures. This summary does not address all of the risks that we face. We encourage you to carefully review the
full risk factors contained in this Report in their entirety for additional information regarding the material factors that make an investment
in our securities speculative or risky. The primary categories by which we classify risks include those related to: (i) our business,
(ii) regulatory and industry, (iii) country and currency, and (iv) common stock. Set forth below within each of these categories is a
summary of the principal factors that make an investment in our common stock speculative or risky.

 Business
Risks

 Our
 future performance is difficult to evaluate because we have a limited operating history.

 We
 have a history of losses and expect to continue to incur losses in the future.

 We
 are an exploration stage company, and there is no guarantee that our properties will result in the commercial extraction of mineral
 deposits.

 Because
 the probability of an individual prospect ever having reserves is not known, our properties may not contain any reserves, and any
 funds spent on exploration and evaluation may be lost.

 We
 face risks related to mining, exploration and mine construction, if warranted, on our properties.

 Our
 long-term success will depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from
 our mining activities.

 We
 depend on our ability to successfully access the capital and financial markets. Any inability to access the capital or financial
 markets may limit our ability to fund our ongoing operations, execute our business plan or pursue investments that we may rely on
 for future growth.

 Our
 quarterly and annual operating and financial results and our revenue are likely to fluctuate significantly in future periods.

 Our
 ability to manage growth will have an impact on our business, financial condition and results of operations.

 We
 depend upon Marc Fogassa, our Chief Executive Officer and Chairman.

 Our
 growth will require new personnel, which we will be required to recruit, hire, train and retain.

 Certain
 of our officers may be in a position of conflict of interest.

 Regulatory
and Industry Risks

 The
 mining industry subjects us to several risks.

 Our
 operations are, and our mineral projects will be subject to, significant government regulations, including environmental laws and regulations.

 We
 will be required to obtain governmental permits in order to conduct development and mining operations, a process which is often costly
 and time-consuming.

 Compliance
 with environmental regulations and litigation based on environmental regulations could require significant expenditures.

 Our
 operations face substantial regulation of health and safety.

 prices are subject to unpredictable fluctuations.

 Demand and market prices for lithium will greatly affect the value of our investment in our lithium resources and
our future revenues and profitability generally.

 Country
and Currency Risks

 Our
 ability to execute our business plan depends primarily on the continuation of a favorable mining environment in Brazil and our ability
 to freely sell our minerals.

 The
 perception of Brazil by the international community may affect us.

 Exposure
 to foreign exchange fluctuations and capital controls may adversely affect our costs, earnings and the value of some of our assets.

Stock Risks

 Our
 common stock price has been and may continue to be volatile, and you could lose all or part of your investment.

 We
 do not intend to pay regular future dividends on our common stock and thus stockholders must look to appreciation of our common stock
 to realize a gain on their investments.

 We
 may seek to raise additional funds, finance acquisitions, or develop strategic relationships by issuing equity securities. Any future issuances of equity will
 dilute your ownership.

 Our
 Series A Preferred Stock has the effect of concentrating voting control over us in Marc Fogassa, our Chief Executive Officer and
 Chairman, and with control of greater than 50% of our voting securities, we are deemed a "controlled company" under the
 rules of Nasdaq.

 Our
 Chief Executive Officer and Chairman has substantial influence over us as a result of his voting control and his interests may not
 be aligned with the interests of our other stockholders, which may discourage, delay or prevent a change in our control, which could deprive our stockholders of an opportunity to receive a premium for their securities.

 Sales
 of a substantial number of shares of our common stock by our stockholders in the public market could cause our stock price to fall.

 Costs
 as a result of operating as a public company are significant, and our management is required to devote substantial time to compliance
 with our public company responsibilities and corporate governance practices.

 Our
 internal control over financial reporting may not meet the standards required by Section 404 of the Sarbanes-Oxley Act, and failure
 to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley
 Act, could have a material adverse effect on our business and share price.

 Business
Risks

 Our
future performance is difficult to evaluate because we have a limited operating history.

 Investors
should evaluate an investment in us considering the uncertainties encountered by mineral exploration companies. Although we were
incorporated in 2011, we began to implement our current business strategy in 2018, which is primarily focused on the exploration of
strategic minerals. We have generated limited revenues from operations and our cash flow needs have been financed through equity and
debt issuances and not through cash flows derived from our operations. As a result, we have little historical financial and
operating information available to help you evaluate and predict our future performance. In addition, advancing our projects will
require significant capital and time, and we are subject to all of the risks associated with developing and establishing new mining
operations and business enterprises as further described in these risk factors. There can be no assurance that our efforts will be
successful or that we will ultimately be able to attain profitability.

 We
have a history of losses and expect to continue to incur losses in the future.

 We
have incurred losses in each of the three past years, have negative cash flow from operating activities, have had limited revenues and
expect to continue to incur losses in the future.

 We
have an accumulated deficit of approximately $101.7 million as of December 31, 2023. We expect to continue to incur losses unless and
until such time as our projects or properties acquired in the future enter into commercial production and generate sufficient revenues
to fund continuing operations and we are able to develop at least one economic deposit. If we are unable to generate
cash flows from our operations, we will not be able to earn profits and may be unable to continue operations. At this early stage of our operation, we
also expect to face the risks, uncertainties, expenses and difficulties encountered by companies at the mineral exploration stage. We
cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially
adverse effect on our financial condition.

 There
is uncertainty regarding our ability to implement our business plan and to grow our operations with our existing financial resources
without additional financing. Our ability to implement our business plan is dependent on us generating cash from operations, the
sale of our common stock and/or obtaining debt financing. Historically, we have funded our operations through the issuance of debt
and equity securities. Management's plan is to fund our capital requirements and ongoing operations through the generation of
revenue from our mining operations and projects, and until such time that we generate such revenue, to fund operations by
selling our equity securities, including our common stock, or common stock in Apollo Resources and Jupiter Gold that we own,
entering into royalty agreements for the future sales of minerals or off-take agreements related to future sales of negotiated
quantities of minerals, and obtaining debt financing. For
example, in 2023 we entered into a royalty agreement with Lithium Royalty Corp., and in November 2023 we entered into Offtake and
Sales Agreements with each of Sichuan Yahua Industrial Group Co., Ltd. and Sheng Wei Zhi Yuan International Limited, a subsidiary of Shenzhen Chengxin Lithium Group Co., Ltd., pursuant
to which we agreed among other things, that for a period of five years, to sell to each of the buyers 60,000 dry metric tons of lithium
concentrate per year. There is no assurance that we will be successful in
implementing our business plan or that we will be able to generate sufficient cash from operations, sell securities or borrow funds
on favorable terms or at all. Our inability to generate significant revenue or obtain additional financing could have a material
adverse effect on our ability to fully implement our business plan and grow our business.

 We
are an exploration stage company, and there is no guarantee that our properties will result in the commercial extraction of mineral deposits.

 We
are engaged in the business of exploring and developing mineral properties with the intention of locating economic deposits of minerals.
An economic deposit is a mineral property which can be reasonably expected to generate profits upon extraction and commercialization
of its minerals after considering all costs involved. Our property interests are at the exploration stage. Accordingly, it is unlikely
that we will realize profits in the short term, and we also cannot assure you that we will realize profits in the medium to long term.
Any profitability in the future from our business will be dependent upon development of at least one economic deposit and most likely
further exploration and development of other economic deposits, each of which is subject to numerous risks, including all of the
risks associated with developing and establishing new mining operations and business enterprises including:

 completion
 of studies to verify reserves and commercial viability, including the ability to find sufficient ore reserves to support a commercial
 mining operation;

 the
 timing and cost, which can be considerable, of further exploration, preparing studies, permitting and construction of infrastructure,
 mining and processing facilities;

 the
 availability and costs of drill equipment, exploration personnel, skilled labor, and mining and processing equipment, if required;

 the
 availability and cost of appropriate smelting and/or refining arrangements, if required;

 compliance
 with stringent environmental and other governmental approval and permit requirements;

 the
 availability of funds to finance exploration, development, and construction activities, as warranted;

 potential
 opposition from non-governmental organizations, local groups or local inhabitants that may delay or prevent development activities;

 potential
 increases in exploration, construction, and operating costs due to changes in the cost of fuel, power, materials, and supplies; and

 potential
 shortages of mineral processing, construction, and other facilities related supplies.

 Further,
we cannot assure you that, even if an economic deposit of minerals is located, any of our property interests can be commercially mined.
The exploration and development of mineral deposits involves a high degree of financial risk over a significant period which may not be mitigated or eliminated by careful evaluation, experience and/or knowledge of management. While discovery of additional ore-bearing deposits may
result in rewards, few properties which are explored are ultimately developed into producing mines. Significant expenses
may be required to establish reserves by drilling and to construct mining and processing facilities at a particular site. It is impossible
to ensure that our current exploration programs will result in profitable commercial mining operations. The profitability of our operations
will be, in part, related to the cost and success of its exploration and development programs which may be affected by several factors.
Additional expenditures are required to establish reserves which are sufficient to commercially mine and to construct, complete and install
mining and processing facilities in those properties that are mined and developed.

 In
addition, exploration-stage projects like ours have no operating history upon which to base estimates of future operating costs and capital
requirements. Exploration project items, such as any future estimates of reserves, metal recoveries or cash operating costs will to a
large extent be based upon the interpretation of geologic data, obtained from a limited number of drill holes and other sampling techniques,
as well as future studies. Actual operating costs and economic returns of all exploration projects may materially differ from the costs
and returns estimated, and accordingly our financial condition, results of operations, and cash flows may be negatively affected.

 Because
the probability of an individual prospect ever having reserves is unknown, our properties may not contain any reserves, and any funds
spent on exploration and evaluation may be lost.

 We
are an exploration stage company, and we have no "reserves." A mineral reserve is defined in Regulation S-K 1300 as an estimate
of tonnage and grade or quality of "indicated mineral resources" and "measured mineral resources" (as those terms
are defined in Regulation S-K 1300) that, in the opinion of a "qualified person" (as defined in Regulation S-K 1300), can
be the basis of an economically viable project. We cannot assure you about the existence of economically extractable mineralization at
this time, nor about the quantity or grade of any mineralization we may have found. Because the probability of an individual prospect
ever having reserves is uncertain, our properties may not contain any reserves and any funds spent on evaluation and exploration may
be lost. Even if we confirm reserves on our properties, any quantity or grade of reserves we indicate must be considered as estimates
only until such reserves are mined. We do not know with certainty that economically recoverable minerals exist on our properties. In
addition, the quantity of any reserves may vary depending on commodity prices. Any material change in the quantity or grade of reserves
may affect the economic viability of our properties. Further, our lack of established reserves means that we are uncertain about our
ability to generate revenue from our operations.

 Even
if we do eventually discover a mineral reserve on one or more of our properties, there can be no assurance that they can be developed
into producing mines and that we can extract those minerals. Both mineral exploration and development involve a high degree of risk,
and few mineral properties that are explored are ultimately developed into producing mines.

activities require significant amounts of capital that may not be recovered and may exceed our budget.

exploration activities are subject to many risks, including the risk that no commercially productive or extractable resources will be
encountered. There can be no assurance that our activities will ultimately lead to an economically feasible project or
that it will recover all or any portion of its investment. Mineral exploration often involves unprofitable efforts, including drilling
operations that ultimately do not further exploration efforts. Despite our efforts to budget such costs, the cost of minerals exploration
is often uncertain, and cost overruns are common. Substantial expenditures are required to establish reserves through drilling, to develop
processes to extract the ore and, in the case of new properties, to develop the extraction and processing facilities and infrastructure
at any site chosen for extraction. Although benefits may be derived from the discovery of a major deposit, we cannot provide
any assurance that any such deposit will be commercially viable or that we will be able to obtain the funds required for development
on a timely basis. Drilling and exploration operations may be curtailed, delayed or cancelled as a result of numerous factors, many of
which are beyond our control, including title problems, weather conditions, protests, compliance with governmental requirements,
including permitting issues, and shortages or delays in the delivery of equipment and services. For example, following recent results
of our exploration plans of our Minas Gerais Lithium Project, we expect to incur greater costs related to such exploration activities
than originally budgeted for. While we believe we have sufficient resources to fund our operations for the next twelve months, an increase
in our drilling campaigns to keep pace with positive findings of potential economic deposits may require us to raise additional capital
which, if not available on reasonable terms, may cause us to curtail our operations and impair our ability to become profitable.

 We
face risks related to mining, exploration and mine construction, if warranted, on our properties.

 Our
level of profitability, if any, in future years will depend to a great degree on prices of minerals set by global markets and whether
our exploration-stage properties can be brought into production. We cannot provide any assurances that the current and future exploration
programs and/or studies on our existing properties will establish reserves. Whether it will be economically feasible to extract a mineral
depends on a number of factors, including, but not limited to: the particular attributes of the deposit, such as size, grade and proximity
to infrastructure; drilling costs; mineral prices; mining, processing and transportation costs; the willingness of lenders and investors
to provide project financing; labor costs and possible labor strikes; and governmental regulations, including, without limitation, regulations
relating to prices, taxes, royalties, land tenure, land use, importing and exporting materials, foreign exchange, environmental protection,
employment, worker safety, transportation, and reclamation and closure obligations. The exact effect of these factors cannot be accurately
predicted, but the combination of these factors may result in us receiving an inadequate return on invested capital.

 Our
long-term success will depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from
our mining activities.

 Our
long-term success, including the recoverability of the carrying values of our assets, and our ability to continue with exploration, development
and commissioning and mining activities on our existing projects or to acquire additional projects, depends ultimately on our ability
to achieve and maintain profitability and to develop positive cash flow from our operations by establishing ore bodies that contain commercially
recoverable minerals and to develop these into profitable mining activities. We cannot assure you that any ore body that we extract mineralized
materials from will result in achieving and maintaining profitability and developing positive cash flow.

 We
depend on our ability to successfully access the capital and financial markets. Any inability to access the capital or financial markets
may limit our ability to fund our ongoing operations, execute our business plan or pursue investments that we may rely on for future
growth.

 Until
commercial production is achieved from one of our larger projects, we will continue to incur operating and investing net cash outflows
associated with among other things maintaining and acquiring exploration properties, undertaking ongoing exploration activities and the
development of mines. As a result, we rely on access to capital markets as a source of funding for our capital and operating requirements.
We cannot assure you that such additional funding will be available to us on satisfactory terms, or at all.

 In
order to finance our current operations and future capital needs, we will require additional funds through the issuance of
additional equity and/or debt securities or other financings. Depending on the type and the terms of any financing we pursue, stockholders'
rights and the value of their investment in our shares could be reduced. Any additional equity financing will dilute shareholdings,
and new or additional debt financing, if available, may involve restrictions on financing and operating activities. For example, during the year ended December 31, 2023, we issued an aggregate of 2,707,417 shares of our common stock in capital raising transactions. In addition, if we issue secured debt securities, the holders of the debt would
have a claim to our assets that would be prior to the rights of stockholders until the debt is paid. Interest on such debt
securities would increase costs and negatively impact operating results.

 The
global decline in economic conditions, geopolitical instability, and other macroeconomic factors, including inflation, interest rate
and foreign currency rate fluctuations, and volatility in capital markets could negatively impact our business, financial condition,
and results of operations, including our ability to raise capital. If we are unable to obtain additional financing, as needed, at competitive
rates, our ability to fund our current operations and implement our business plan and strategy will be affected, and we would be required
to reduce the scope of our operations and scale back our exploration, development and mining programs. There is no guarantee
that we will be able to secure any additional funding or be able to secure funding which will provide us with sufficient funds to meet
our objectives, which would adversely affect our business and financial position.

 Our
quarterly and annual operating and financial results and our revenue are likely to fluctuate significantly in future periods.

 Our
quarterly and annual operating and financial results are difficult to predict and may fluctuate significantly from period to period
based on activities related to our exploration projects. For example, for the year ended December 31, 2023, costs associated with
our exploration activities were significantly higher than in prior years, which contributed to a substantial increase to our net
loss for the year as compared to the prior year. Our revenues, if any, net loss and results of operations may also fluctuate as a
result of a variety of factors that are outside our control including, but not limited to, lack of sufficient working capital,
equipment malfunction and breakdowns, inability to timely find spare machines or parts to fix the broken equipment, regulatory or
licensing delays and severe weather phenomena.

 Our
ability to manage growth will have an impact on our business, financial condition and results of operations.

 Future
growth may place strains on our financial, technical, operational and administrative resources and cause us to rely more on project partners
and independent contractors, potentially adversely affecting our financial position and results of operations. Our ability to grow will
depend on several factors, including:

 our
 ability to successfully complete our exploration activities and develop existing projects;

 our
 ability to identify new projects;

 our
 ability to continue to retain and attract skilled personnel;

 our
 ability to maintain or enter into relationships with project partners and independent contractors;

 the
 results of our exploration programs;

 the
 market prices for our minerals;

 our
 access to capital; and

 our
 ability to enter into agreements for the sale of our minerals.

 We
may not be successful in upgrading our technical, operational and administrative resources or increasing our internal resources sufficiently
to provide certain of the services currently provided by third parties, and we may not be able to maintain or enter into new relationships
with project partners and independent contractors on financially attractive terms, if at all. Our inability to achieve or manage growth
may materially and adversely affect our business, results of operations and financial condition.

 We
depend upon Marc Fogassa, our Chief Executive Officer and Chairman.

 Our
existing operations and continued future development are largely dependent upon the personal efforts and continued performance of Marc
Fogassa, our Chief Executive Officer and Chairman and principal stockholder. The loss of the services of Mr. Fogassa would have a material
adverse effect on our business and prospects. We maintain key-man life insurance on the life of Mr. Fogassa. If we were to lose Mr. Fogassa, we may not be able to find appropriate replacements on a timely basis and our financial condition and
results of operations could be materially adversely affected. Although Mr. Fogassa spends significant time with us and is highly
active in our management, he does not devote his full time and attention to Atlas Lithium. Mr. Fogassa also currently serves as Chief
Executive Officer and director of Apollo Resources Corporation ("Apollo Resources") and Jupiter Gold Corporation ("Jupiter
Gold").

 Our
growth will require new personnel, which we will be required to recruit, hire, train and retain.

 Our
ability to recruit and assimilate new personnel will be critical to our performance. We compete with other mining companies in the recruitment
and retention of qualified managerial and technical employees. As we grow, we will be required to recruit additional personnel and to
train, motivate and manage employees. If we are unable to successfully compete for qualified employees, our exploration and development
programs may be slowed down or suspended.

 Certain officers may be in a position of conflict of interest.

 Marc
Fogassa, our Chief Executive Officer and Chairman, also serves as chief
executive officer and director of Apollo Resources and Jupiter Gold. Joel Monteiro, Esq., one of our officers, is a director of both
Apollo Resources and Jupiter Gold. Areli Nogueira, one of our officers, is a director of Jupiter Gold. We have partial equity
ownership in both Apollo Resources and Jupiter Gold. There exists the possibility that one or more of these individuals, or others,
may in the future be in a position of conflict of interest, where their interests may not be aligned with the interests of our other
stockholders, and they may from time to time be incentivized to take certain actions that benefit the interests of Apollo Resources
and/or Jupiter Gold and that our other stockholders do not view as being in their interest as investors in us.

 Adverse
developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance
by financial institutions or transactional counterparties, could adversely affect our business, financial condition or results of operations.

 E vents
involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional
counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors
about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems.
We regularly maintain cash balances at third-party financial institutions in excess of the Federal Deposit
Insurance Corporation (the "FDIC") insurance limit. The FDIC took
control and was appointed receiver of Silicon Valley Bank and New York Signature Bank on March 10, 2023, and March 12, 2023, respectively,
and JPMorgan Chase Bank assumed all deposits and substantially all assets of First Republic Bank on May 1, 2023. The Company did not
have any direct exposure to Silicon Valley Bank, New York Signature Bank or First Republic Bank. However, if other banks and financial
institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and
financial markets, our ability to access our existing cash, cash equivalents and investments, or access funding sources and other credit
arrangements in amounts adequate to finance or capitalize our current and projected future business operations may
be threatened and could have a material adverse effect on our business and financial condition.

 In
addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing
terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit
and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. Any decline in available
funding or access to our cash and liquidity resources could, among other risks, adversely impact our ability to meet our operating expenses,
financial obligations or fulfill our other obligations, result in breaches of our contractual obligations or result in violations of
federal or state wage and hour laws. Any of these impacts, or any other impacts resulting from the factors described above or other related
or similar factors not described above, could have material adverse impacts on our liquidity and our business, financial condition or
results of operations.

 We
may be unable to retain the third-party contractors upon which we rely, including for drilling.

 We
have agreements with consultants to perform services for us, including with respect to drilling services. Each of these
contractors perform functions that require the services of persons in high demand in the industry and these persons may or may not always
be available when needed based on their status as contractors or at affordable prices. The implementation of our business plan and our
exploration activities may be impaired if we are not able to retain or afford our significant contractors or if they do not perform in
accordance with their agreements and the failure to conduct our exploration activities could result in delays in our ability to execute
on our business plan will could have an adverse effect on the value of our company and our common stock.

 Implementation
of our new ERP system could have a material adverse impact on our operations, business, financial results and financial
condition.

 We
are implementing a new ERP system, which has required and may continue to require significant investments of time, money and
resources and may result in the diversion of senior management's attention from our ongoing operations. Furthermore, the implementation
will likely result in changes to many of our existing operational, financial and administrative business processes, including, but not
limited to, our budgeting, purchasing, receiving, provisioning, servicing, accounting and reporting processes. The new ERP system will
require both the implementation of new internal controls and changes to existing internal control frameworks and procedures.
If technical problems or other significant issues arise in connection with the implementation or operation of the new ERP system,
it could have a material adverse impact on our operations, business, financial results and financial condition.

 Regulatory
and Industry Risks

 The
mining industry subjects us to several risks.

 In
our operations, we are subject to the significant risks normally encountered in the mining industry, such as:

 the
 discovery of unusual or unexpected geological formations;

 accidental
 fires, floods, earthquakes or other natural disasters;

 unplanned
 power outages and water shortages;

 controlling
 water and other similar mining hazards;

 industrial
 and mining accidents;

 operating
 labor disruptions and labor disputes;

 the
 ability to obtain suitable or adequate machinery, equipment, or labor;

 our
 liability for pollution or other hazards; and

 other
 known and unknown risks involved in the conduct of exploration and operation of mines.

 These
hazardous activities pose significant management challenges and could result in loss of life, a mine shutdown, damage to or destruction
of our properties and surrounding properties, production facilities or equipment, production delays or business interruption.

 Our
mineral projects are subject to significant governmental regulations.

activities in Brazil are subject to extensive federal, state, and local laws and regulations governing environmental protection,
natural resources, prospecting, development, production, post-closure reclamation costs, taxes, labor standards and occupational
health and safety laws and regulations, including mine safety, toxic substances and other matters. The costs we will incur to comply
with such laws and regulations are expected to substantially increase once we progress from exploration activities to mining and production operations as is our
intention. We also will be subject to periodic inspections by governmental authorities, which could result in fines, penalties
or other actions by such authorities, any of which could have a material adverse effect on our future operations. In addition, changes in such laws and regulations, or more restrictive interpretations of current laws and regulations
by governmental authorities, could result in unanticipated capital expenditures, expenses, or restrictions on, or suspensions of our
operations and delays in the development of our properties.

 We
are required to obtain governmental permits in order to conduct development and mining operations, a process which is often costly
and time-consuming.

 We
are required to obtain and renew governmental permits for our exploration activities and, prior to developing or mining any mineralization
that we discover, we will be required to obtain new governmental permits. Obtaining and renewing governmental permits is a complex, costly
and time-consuming process. The timeliness and success of permitting efforts are contingent upon many variables not within our control,
including the interpretation of permit approval requirements administered by the applicable permitting authority. We may not be able
to obtain or renew permits that are necessary for our planned operations or the cost and time required to obtain or renew such permits
may exceed our expectations. Any unexpected delays or costs associated with the permitting process could delay the exploration, development
or operation of our properties, which in turn could materially adversely affect our future revenues and profitability. In addition, key
permits and approvals may be revoked or suspended or may be changed in a manner that adversely affects our activities.

 Private
parties, such as environmental activists, frequently attempt to intervene in the permitting process and to persuade regulators to deny
necessary permits or seek to overturn permits that have been issued. Obtaining the necessary governmental permits involves numerous jurisdictions,
public hearings and possibly costly undertakings. These third-party actions can materially increase the costs and cause delays in the
permitting process and could cause us to not proceed with the development or operation of a property. In addition, our ability to successfully
obtain key permits and approvals to explore for, develop, operate and expand operations will likely depend on our ability to undertake
such activities in a manner consistent with the creation of social and economic benefits in the surrounding communities, which may or
may not be required by law. Our ability to obtain permits and approvals and to successfully operate in particular communities may be
adversely affected by real or perceived detrimental events associated with our activities.

 Our operations are subject to extensive environmental
laws and regulations.

 Our exploration, development, mining and processing operations are subject to extensive laws and regulations governing
land use and the protection of the environment, which generally apply to air and water quality, protection of endangered, protected or
other specified species, hazardous waste management and reclamation. We have made, and expect to make in the future, significant expenditures
to comply with such laws and regulations. Compliance with these laws and regulations imposes substantial costs and burdens, and can cause
delays in obtaining, or failure to obtain, government permits and approvals which may adversely impact our closure processes and operations.

 Compliance
with environmental regulations and litigation based on environmental regulations could require significant expenditures.

 Environmental
regulations mandate, among other things, the maintenance of air and water quality standards, and the rules on land development and reclamation.
They also set forth limitations on the generation, transportation, storage, and disposal of solid and hazardous waste. Environmental
legislation is evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance,
more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for mining companies and their
officers, directors and employees. In connection with our current exploration activities or with our prior mining operations, we may
incur environmental costs that could have a material adverse effect on our financial condition and results of operations. Any failure
to remedy an environmental problem could require us to suspend operations or enter into interim compliance measures pending completion
of the required remedy.

 Moreover,
governmental authorities and private parties may bring lawsuits based upon damage to property and injury to persons resulting from the
environmental, health and safety impacts of prior and current operations, including operations conducted by other mining companies many
years ago at sites located on properties that we currently own or formerly owned. These lawsuits could lead to the imposition of substantial
fines, remediation costs, penalties and other civil and criminal sanctions. We cannot assure you that any such law, regulation, enforcement
or private claim would not have a material adverse effect on our financial condition, results of operations or cash flows.

operations face substantial regulation of health and safety.

operations are subject to extensive and complex laws and regulations governing worker health and safety and failure to comply with applicable legal requirements can result in substantial penalties. Future changes in applicable laws,
regulations, permits and approvals or changes in their enforcement or regulatory interpretation could substantially increase costs to
achieve compliance, lead to the revocation of existing or future exploration or mining rights or otherwise have an adverse impact on
our results of operations and financial position.

 In
addition to potential government restrictions and regulatory fines, penalties or sanctions, our ability to operate (including the effect
of any impact on our workforce) and thus, our results of operations and our financial position (including because of potential related
fines and sanctions), could be adversely affected by accidents, injuries, fatalities or events detrimental (or perceived to be detrimental)
to the health and safety of our employees, the environment or the communities in which we operate.

prices are subject to unpredictable fluctuations.

 Portions
of our revenues may come from the extraction and sale of minerals. The price of minerals may fluctuate widely and is affected by
numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency
exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities, increased production due to
new extraction developments and improved extraction and production methods and technological changes in the markets for the end
products. For instance, the price of spodumene concentrate has varied from a high of approximately $8,000 per ton during the fourth
quarter of 2022 to a low of approximately $850 during the first quarter of 2024, as reported by industry publications. The effect of
these factors on the price of minerals, and therefore the economic viability of any of our exploration properties, cannot accurately
be predicted.

 The development of non-lithium battery technologies could adversely
affect us.

 The development and adoption of new battery technologies that rely on inputs other than lithium compounds could
significantly impact our prospects and future revenues. Current and next generation high energy density batteries for use in electric
vehicles rely on lithium compounds as a critical input. Alternative materials and technologies are being researched with the goal of making
batteries lighter, more efficient, faster charging and less expensive, and some of these could be less reliant on lithium compounds. We
cannot predict which new technologies may ultimately prove to be commercially viable and on what time horizon. Commercialized battery
technologies that use no, or significantly less, lithium could materially and adversely impact our prospects and future revenues.

 There
is risk to the growth of lithium markets.

 Our lithium business will be significantly dependent on the development and adoption of new applications for
lithium batteries and the growth in demand for plug-in hybrid electric vehicles and battery electric vehicles. As such, our business results
will inherently depend on decarbonization of the global economy. To the extent that such development, adoption, decarbonization and growth
do not occur in the volume and/or manner that we contemplate, including for reasons described under the heading "The development
of non-lithium battery technologies could adversely affect us," above, the long-term growth in the markets for lithium products
may be adversely affected, which would have a material adverse effect on our business, financial condition and operating results.

 Demand and market prices for lithium will greatly affect the
value of our investment in our lithium resources and our future revenues and profitability generally.

 Our ability to successfully
develop our lithium resources and generate a return on investment will be affected by changes in the demand for and market price of
lithium-based end products. The market price of these products can fluctuate and is affected by numerous factors beyond our control,
primarily world supply and demand. Such external economic factors are influenced by changes in international investment patterns,
global economic activity and growth, the unknown geopolitical consequences of the wars between Ukraine and Russia and between
Israel and Hamas and macro-economic circumstances. For example, i n
2023, lithium prices significantly decreased by approximately 75% to 85% from their high in January 2023 to the end of the year. In
addition, the price of lithium products is impacted by their purity and performance. We may not be able to effectively mitigate
against such fluctuations. High volatility or declines in the lithium prices could have a material and adverse effect on our ability
to generate revenues and the future profitability of our company generally.

 Changes
in public policies and legislative initiatives could materially affect our business and prospects.

 There has been substantial debate in the United States and abroad in the context of environmental and energy policies
affecting climate change, the outcome of which could have a positive or negative influence on our prospects for growing our business.
A change in the presidential administration may favor traditional energy technologies and our future prospects could be adversely affected
if renewable technologies were either (i) disfavored in any new laws or regulations pursued by a future administration, or (ii) not
included among those technologies identified in any final laws or regulations as favoring renewable technologies, or not included in the
state plans to reduce carbon emissions, and therefore not entitled to the benefits of such laws, regulations, or plans.

 Country
and Currency Risks

 Our
ability to execute our business plan depends primarily on the continuation of a favorable mining environment in Brazil and our ability
to freely sell our minerals.

operations in Brazil are heavily regulated. Any significant change in mining legislation or other changes in Brazil's current mining
environment may slow down or alter our business prospects. Further, countries in which we may wish to sell our mined minerals may impose
special taxes, tariffs, or otherwise place limits and controls on consumption of our mined minerals.

 The
perception of Brazil by the international community may affect us.

 Brazil's
political environment and its environmental policies, in particular the preservation of the Amazon rain forest, are continuously scrutinized
by the global media. If Brazil's situation or policies are perceived as being inadequate, we may lose the interest of investor
groups or potential buyers of our minerals, which will have a negative impact on us.

 Exposure
to foreign exchange fluctuations and capital controls may adversely affect our costs, earnings and the value of some of our assets.

 Our
reporting currency is the U.S. dollar; however, we conduct our business in Brazil utilizing the Brazilian real. A large portion of our
operating expenses are incurred in Brazilian real. An appreciation of the Brazilian real against the U.S. dollar would increase our costs
in U.S. dollar terms. Our consolidated financials are directly impacted by movements in the Brazilian real to U.S. dollar exchange rate.

 While
not expected, Brazil may choose to adopt measures to restrict the entry of U.S. dollars or the repatriation of capital across borders.
These measures would have a number of negative effects on us, reducing the immediately available capital that we could otherwise deploy
for investment opportunities or the payment of expenses, and the ability to repatriate any profits.

 Common Stock Risks

 Our
stock price may be volatile, and you could lose all or part of your investment.

 The
trading price of our common stock may fluctuate substantially and will depend on several factors, including those described in this "Risk
Factors" section, many of which are beyond our control and may not be related to our operating performance. These fluctuations
could cause you to lose all or part of your investment in our securities. Factors that could cause fluctuations in the trading price
of our common stock include:

 results
 from our exploration and/or project development efforts;

 changes
 to our industry, including demand and regulations;

 actions by our competitors or other industry participants;

 failure
 to achieve commercial extraction of mineral deposits from any of our properties;

 absence
 of any reserves contained within our properties, and loss of any funds spent on exploration and evaluation;

 we
 may not be able to compete successfully against current and future competitors;

 competitive
 pricing pressures;

 our
 ability to obtain working capital financing as required;

 additions
 or departures of key personnel;

 sales
 of our common stock;

 our
 ability to execute our business plan;

 operating
 results that fall below expectations;

 any
 major change in our management;

 changes
 in accounting standards, procedures, guidelines, interpretations or principals; and

 economic,
 geo-political and other external factors, particularly within the country of Brazil.

 In
addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate
to the operating performance of those companies. Broad market and industry factors, including actions by and the results of operations of our competitors, as well as general economic, political and market
conditions such as recessions or interest rate changes, may seriously affect the market price of our common stock, regardless of our
actual operating performance.

 Further,
in the past, following periods of volatility in the overall market and the market prices of particular companies' securities, securities
class action litigations have often been instituted against these companies. Litigation of this type, if instituted against us, could
result in substantial costs and a diversion of our management's attention and resources. Any adverse determination in any such
litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments.

 We
do not intend to pay regular future dividends on our common stock and thus stockholders must look to appreciation of our common stock
to realize a gain on their investments.

 We
have never paid a dividend and we do not have any plans to pay dividends in the foreseeable future. Our future dividend policy is within
the discretion of our Board of Directors and will depend upon various factors, including future earnings, if any, our capital requirements
and general financial condition, and other factors. Accordingly, stockholders must look solely to appreciation of our common stock to
realize a gain on their investment. This appreciation may not occur or may occur only over a longer timeframe.

 We
will seek to raise additional funds, finance acquisitions, or develop strategic relationships by issuing securities that would dilute
your ownership.

 Until
we have achieved profitability, we intend to finance our operations through the issuance of equity and/or debt securities or other
financings. Issuing equity securities will reduce the percentage ownership of our existing stockholders. Furthermore, any newly
issued securities could have rights, preferences, and privileges senior to those of our existing common stock. Moreover, any
issuances by us of equity securities may be at or below the prevailing market price of our stock and in any event will have a
dilutive impact on the ownership interest of existing common stockholders, which could cause the market price of our common stock to
decline. We may also raise additional funds through the incurrence of debt or the issuance or sale of other securities or
instruments senior to our common stock. The holders of any debt securities or instruments that we may issue could have rights
superior to the rights of our common stockholders.

 Our
Series A Preferred Stock has the effect of concentrating voting control over us in Marc Fogassa, our Chief Executive Officer and Chairman, and as a result, he has substantial influence over our company and his interests may not be aligned with the interests
of our other stockholders, which may discourage, delay or prevent a change in control of our company, which could deprive our stockholders
of an opportunity to receive a premium for their securities.

 One
share of our Series A Preferred Stock is issued, outstanding and held since 2012 by Marc Fogassa, our Chief Executive Officer and
Chairman. The Certificate of Designations, Preferences and Rights of our 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 matters regardless of the actual number of shares of Series A Preferred Stock then outstanding, and the holders of common stock
and any other class or series of capital stock entitled to vote with the common stock being entitled to their proportional share of
the remaining 49% of the total votes based on their respective voting power. As a result, Mr. Fogassa has the ability to influence all matters requiring stockholder approval, including decisions
regarding mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant
corporate actions, and holders of our common stock have a limited ability to impact our operations and activities. This concentration
of ownership may discourage, delay or prevent a change in our control, which could deprive our stockholders of an opportunity to receive
a premium for their shares as part of any contemplated sale of us and may reduce the price of our common stock.

 We
are deemed a "controlled company" under the rules of Nasdaq and therefore qualify for exemptions from certain governance requirements under the rules of the Nasdaq.

 As
a result of his ownership of all issued and outstanding shares of our Series A Preferred Stock, Mr. Fogassa, our Chief Executive Officer
and Chairman, holds more than 50% of our voting securities, and as such, we are a "controlled company" under the rules of
Nasdaq and may elect not to comply with certain corporate governance requirements, including the requirement (i) to have a compensation
committee composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities;
(ii) that our nominations committee be composed entirely of independent directors with a written charter addressing the committee's
purpose and responsibilities, or if no such committee exists, that our director nominees be selected or recommended by independent directors
constituting a majority of the board of director's independent directors in a vote in which only independent directors participate;
and

 (iii) for an annual performance evaluation of the nominations and compensation committees.

 We do not take advantage of any of these
exemptions but may do so in the future. Our status as a controlled company could make our common stock less attractive to some investors or otherwise harm
our stock price.

 You
will experience dilution as a result of future equity offerings.

 We
may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock.
Although no assurances can be given that we will consummate a future financing, in the event we do, or in the event we sell shares of
common stock or other securities convertible into shares of our common stock in the future, additional and potentially substantial dilution
will occur.

 Sales
of a substantial number of shares of our common stock by our stockholders in the public market could cause our stock price to fall.

 Sales
of a substantial number of shares of our common stock in the public market or the perception that these sales might occur could significantly
reduce the market price of our common stock and impair our ability to raise adequate capital through the sale of additional equity securities.
We are unable to predict the effect that such sales may have on the prevailing market price of our common stock.

 Costs
as a result of operating as a public company are significant, and our management is required to devote substantial time to compliance
with our public company responsibilities and corporate governance practices.

 As
a public company, we incur significant legal, accounting and other expenses that private companies do not incur. The Sarbanes-Oxley Act,
the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the Nasdaq Capital Market, and other applicable
securities rules and regulations impose various requirements on public companies. Our management and other personnel will devote a substantial
amount of time to compliance with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance
costs and will make some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we will
incur as a public company or the specific timing of such costs.

 Our
internal control over financial reporting may not meet the standards required by Section 404 of the Sarbanes-Oxley Act, and failure to
achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, could
have a material adverse effect on our business and share price.

 Our
management is required to report on the effectiveness of our internal control over financial reporting. The rules governing the standards
that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation,
testing and possible remediation.

 We
cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting
in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report
our financial condition, results of operations or cash flows. If we are unable to conclude that our internal control over financial reporting
is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency
in our internal control over financial reporting once that firm begins our Section 404 reviews, investors may lose confidence in the
accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions
or investigations by Nasdaq, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control
over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict
our future access to the capital markets.

 Item
1B. Unresolved Staff Comments.

 None.

 Item
1C. Cybersecurity

 As
an exploration stage company, we have limited operations and our business activity to date has been identifying, acquiring, and
exploring mineral properties. We have not yet adopted formal cybersecurity risk management programs or formal processes for
assessing cybersecurity risks. We understand the importance of managing material risks from cybersecurity threats and are committed,
as part of our continuing growth, to implementing and maintaining an adequate information security program to manage such risks and
safeguard our systems and data. Data used and stored on our information systems currently is limited to basic information related to our core business operations, which at this time are not materially dependent on information technology. Also, we do not store in our systems any customer or similar data.

 We
currently manage our cybersecurity risk through practices that are applicable to all users of our information technology
and information assets, including our employees and contractors. We notify these users of expectations regarding acceptable uses of our information systems and alert them to potential
sources of cybersecurity threats. We use a combination of technology and monitoring
to prevent security incidents. The technologies we utilize for cybersecurity monitoring across our
information technology environment are designed to prevent, detect and minimize cybersecurity attacks, as well as alert management
of such attacks.

 In the last three years, we
have not experienced a cybersecurity threat or incident that materially
affected our business strategy, results of operations, or financial condition. However, there can be no guarantee that we will not experience
such an incident in the future.

 Our executive
management team is responsible for the development of our policies and procedures relating to our risk management, including cybersecurity
risks. Our board of directors has ultimate oversight of our risk management processes, including any cybersecurity-related risk and activities.
In particular, our Audit Committee is responsible for monitoring compliance with legal and regulatory requirements, in addition to considering
and discussing guidelines and policies to govern the process by which risk assessment and mitigation is undertaken.

 Item
2. Properties.

Projects

 Our
lithium projects are listed in the following table.

 Name

 Location in Brazil

 Aggregate Mineral Rights Area

 Minas Gerais Lithium Project

 State of Minas Gerais

 468 km 2

 Other Brazil Lithium Project

 States of Para ba, Rio Grande do Norte, and Tocantins

 71 km 2

 With
respect to the Minas Gerais Lithium Project, our current exploration plan is:

 to continue both our exploratory and resource-delineating drilling
campaigns to assess identified targets and to continue to estimate the size of our lithium-bearing mineral deposits;

 to present a maiden resource report in accordance with the
standards set forth in Regulation S-K 1300, and to update such report as more drilling and data become available;

 to continue exploratory drilling on new and existing target
areas with pegmatites which our field geologists have identified;

 to continue careful geological map on foot of the mineral rights
landbank that we have for presence of additional pegmatites; and

 to continue implementing the early-revenue strategy outlined
in our MD&A with the intention of progressing to production of the lithium concentrate, our designated commercial product, for sale.

 With
respect to the Other Brazil Lithium Project, our exploration plan is currently being designed by our Chief Geology Officer.

 Other
Critical Minerals

 Our
other critical minerals properties are listed in the following table.

 Mineral(s)

 Name

 Location in Brazil

 Aggregate Mineral Rights Area

 Nickel

 Nickel Properties

 States of Goi s and Piau

 449 km 2

 Copper

 Copper Properties

 States of Bahia and Piau

 251 km 2

 Rare Earths

 Rare Earths Properties

 States of Bahia, Goi s, and Tocantins

 121 km 2

 Titanium

 Titanium Properties

 State of Minas Gerais

 69 km 2

 Graphite

 Graphite Properties

 State of Minas Gerais

 39 km 2

 With
respect to the critical mineral properties listed in the table above, we do not have
detailed exploration plans or budgets, as we have focused our attention and limited resources to date primarily toward our lithium exploration program.

 Item
3. Legal Proceedings.

 We
are not a party to any material legal proceedings.

 Item
4. Mine Safety Disclosures.

 Not
applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Market
Information and Current Stockholders

 Since
January 10, 2023, our common stock has been trading on the Nasdaq Capital Market LLC ("Nasdaq") under the symbol "ATLX." Prior to January 10, 2023, our common was quoted on the OTCQB Marketplace
("OTCQB") operated by the OTC Markets Group, Inc. under the symbol "ATLXD."

 As of March 20, 2024, there were 132
holders of record of our common stock, which does not include beneficial owners for whom CEDE & Co. or others act as nominees.

 Dividends

 We
have not paid any cash dividends since our inception and do not expect to declare any cash dividends in the foreseeable future.

 Recent
Sales of Unregistered Securities

 In
addition to the sales of unregistered securities previously disclosed in our Quarterly Reports on Form 10-Q or Current Reports on Form
8-K (the "2023 Periodic Reports"), we consummated the following sales of unregistered securities during the fourth
quarter of fiscal 2023, which sales were exempt from registration under the Securities Act upon reliance on Section 4(a)(2) thereof,
and Regulation S promulgated thereunder:

 On
 November 20, 2023, we issued an aggregate of 18,001 shares of common stock upon exercise of three outstanding warrants that
 were originally issued in July, August and November of 2021. The warrants had exercise prices ranging from $9.00 to $15.00 per share
 and we received proceeds of $222,015 in connection with such exercises.

 On
 November 20, 2023, we issued an aggregate of 40,000 shares of common stock upon exercise of a stock option held by a consultant
 to us that was issued in exchange for services rendered. The exercise price of the stock option was $7.00 per share, and
 we received proceeds of $280,000 upon exercise.

 On
 December 11, 2023, we issued an aggregated of 18,003 shares of common stock upon exercise of six outstanding warrants that
 were originally issued in August and December of 2021. The warrants had exercise prices ranging from $9.00 to $15.00 per share and
 we received proceeds of $191,035.50 in connection with such exercises.

 On
 December 21, 2023, we issued to a director an aggregate of 151,141 shares of common stock upon exercise for $0.0075 per
 share of a stock option that had been granted in April of 2019.

 Between
 December 22, 2023, and December 27, 2023, we issued an aggregate of 30,630 shares of common stock upon exercise of six outstanding
 warrants, four of which were originally issued in August, September, October and December 2021 and two of which were issued in August
 and September of 2022. The warrants had exercise prices ranging from $5.625 to $15.00 per share. An aggregate of 3,962 of shares
 of common stock were issued pursuant to cashless exercises of two of the warrants, for
 which we received no proceeds. As the result of the exercises of the remaining four warrants, we received cash proceeds of $305,016.

 In May 2023 and December 2023, the Company issued to Mr. Fogassa an aggregate of 180,819 shares of common stock for achievement of performance
targets in 2022, and upon exercise of a stock option granted in April 2019. Finally, in April 2023,

 In
addition to the sales of unregistered securities disclosure included in our 2023 Periodic Reports, and as otherwise disclosed above,
during the first three quarters of fiscal year ended December 2023, we issued an aggregate of 85,042 shares of common stock pursuant
to certain employee and consultant compensation arrangements prior to the adoption of
our 2023 Stock Incentive Plan; 240,796 shares of common stock pursuant to the cashless exercises of warrants and 16,667 shares of
common stock pursuant to a cash exercise of a warrant, for which we received $137,502 in cash proceeds, each originally issued in
2021; and 28,149 shares of common stock in other transactions exempt from the registration requirements of the Securities
Act., for which we received cash proceeds of $380,012.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 Neither
we nor any affiliated purchaser or anyone acting on our behalf or on behalf of an affiliated purchaser made any purchases of shares of
our common stock during the year ended December 31, 2023.

 Item
6. [Reserved]

 Not
applicable.

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operation.

 The
following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated
financial statements and the notes to those financial statements appearing elsewhere in this Annual Report.

 This
discussion and analysis below include forward-looking statements that are subject to risks, uncertainties and other factors described
in the "Risk Factors" section that could cause actual results could differ materially from those anticipated in these forward-
looking statements as a result of various factors. Additionally, our historical results are not necessarily indicative of the results
that may be expected for any period in the future. We caution you to read the "Forward Looking Statements" section of our
Annual Report.

 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
are building a modular plant targeted at producing 150,000 tons of lithium concentrate per annum ("tpa") in what we describe
as Phase I. We plan on adding additional modules to the plant with the intent of doubling its production capacity to 300,000 tpa in Phase
II. However, there can be no assurance that we will have the necessary capital resources to develop such facility or, if developed, that
we will reach the production capacity necessary to commercialize our products and with the quality needed to meet market demand.

 All
our mineral projects and properties are located in Brazil, a well-established mining jurisdiction. Our mineral rights include approximately:

 53,942 hectares (539 km 2)
 for lithium in 95 mineral rights (2 in pre-mining concession stage, 85 in exploration stage, and 8 in pre-exploration stage);

 44,913 hectares (449 km 2)
 for nickel in 29 mineral rights (23 in exploration stage, and 6 in pre-exploration stage);

 25,050 hectares (251 km 2)
 for copper in 13 mineral rights (12 in exploration stage, and 1 in pre-exploration stage);

 12,144 hectares (121 km 2)
 for rare earths in 7 mineral rights, all in exploration stage;

 6,927 hectares (69 km 2)
 for titanium in 5 mineral rights, all in exploration stage;

 3,910 hectares (39 km 2)
 for graphite in 2 mineral rights, all in exploration stage;

 1,030 hectares (10 km 2)
 for gold mineral rights, all in exploration stage.

 In addition, we also have a few additional mineral
rights in the process of being acquired and not yet titled in our name. We believe that we hold the largest portfolio of exploration properties
for lithium and other battery minerals in Brazil.

 We
are primarily focused on advancing and developing our hard-rock lithium project located in the state of Minas Gerais, Brazil. Our
Minas Gerais Lithium Project ("MGLP") is our largest project and consists of 85 mineral rights spread over approximately
468 km 2 and predominantly located within the Brazilian Eastern Pegmatitic Province which has been surveyed by the
Brazilian Geological Survey and is known for the presence of hard rock formations known as pegmatites which contain lithium-bearing
minerals such as spodumene and petalite.

 We
believe that we can increase our value by continuing of our exploratory work and quantification of our lithium mineralization as well
as by expanding our exploration campaign to new, high-potential areas within our portfolio of mineral rights. Our initial
commercial goal is to be able to enter production of lithium concentrate, a product which is highly sought after in the battery
supply chain for electric vehicles.

 We
also have 100%-ownership of early-stage projects and properties in other minerals that are needed in the battery supply chain and
high technology applications such as nickel, copper, rare earths, graphite, and titanium. We believe that the shift from fossil
fuels to battery power may yield long-term opportunities for us not only in lithium but also in such other minerals.

 In
addition to these projects, we own 58.71% of the shares of common stock of Apollo Resources, a private company primarily focused on the
development of its initial iron mine.

 We
also own approximately 27.42% of the shares of common stock of Jupiter Gold, a company focused on the exploration of two gold projects
and a quartzite mine, and whose common stock are quoted on the OTCQB marketplace under the symbol "JUPGF." The quartzite
mine started preliminary operations in June 2023.

 The results of operations from both Apollo Resources and Jupiter
Gold are consolidated in our financial statements under U.S. GAAP.

 Operational
Update

Exploration Campaign

 Our
ongoing drilling campaign is delineating the lithium resources of our 100%-owned Neves Project, a cluster of four lithium mineral
rights within MGLP. Our current geological team is comprised of 16 geologists, all of whom are full-time employees. To support the
work of our geologists we have 13 full-time field and support technicians and machinery operators, as well as 3 trainee technicians
and over 19 field assistants. Our geological team and our exploration campaign is supervised by James Abson, a Qualified Person for
lithium as such term is defined in Subpart 1300 of Regulation S-K promulgated by the SEC ("Regulation S-K 1300").
Mr. Abson was appointed as our Chief Geology Officer in October 2023 and has over 29 years of diverse experience in mining
and mineral exploration.

 Under
Mr. Abson's leadership, our technical team adopted a systematic approach to exploration of additional potential
target areas within the Neves Project. These efforts involve geological mapping, sampling of historical artisanal mining sites and exposed
pegmatites to analyze potassium-rubidium ratios, as well as soil sampling using both XRF and ICP testing for both LCT pathfinders and
Li. Geophysical surveys, including magnetics, are used when warranted to pinpoint additional pegmatite deposits and related structures.
Deep trenching of anomalous areas is used to identify and confirm lithium-cesium-tantalum (LCT) pegmatites and estimate width, strike,
dip and mineralization prior to drilling. Finally, scout drilling is aimed at testing the highest priority pegmatite targets that appear
widest and most mineralized. Within Neves Project area, four confirmed pegmatite bodies with spodumene mineralization were identified
(designated as Anitta 1 through 4) with six other target areas remaining open to further exploration.

 Expanding
beyond the Neves Project area, our regional exploration is now centered on the other mineral rights for lithium within the broader
Minas Gerais Lithium Project ("MGLP"), a large footprint of 468 km 2 of lithium mineral claims, many of which are located in Brazil's Lithium Valley, a well-known hard-rock lithium district. A specialized exploration geology team has
been assembled to initiate reconnaissance work across this wider land package. Initial efforts involve LiDAR and geological mapping
with a specific focus on historical artisanal mining sites, sampling of known and previously identified pegmatites, as well as
first-pass soil sampling lines and geophysics to identify anomalies. This phased approach has systematically advanced regional
prospecting across our mineral rights in MGLP with a number of targets generated for further exploration by our exploration team.

 We
have engaged SGS Canada Inc. ("SGS"), and, in particular, their geologist Marc-Antoine Laporte, a Qualified Person for lithium
under Regulation S-K 1300, to produce a mineral resource estimate report (the "Maiden Resource Report") for our Neves Project
in accordance with Regulation S-K 1300. Mr. Laporte is the author of mineral resource reports for two other companies which have hard-rock
lithium projects in Lithium Valley, the general area where our Neves Project is located, and has worked on lithium properties in Lithium
Valley since 2017. Mr. Laporte visited our Neves Project between May 4 and May 6, 2023.

 On March 19, 2024, our Board appointed Brian Talbot to serve as director on the Board, effective as of April 1, 2024. In addition to joining the Board, Mr. Talbot
was also appointed by the Board as our Chief Operating Officer ("COO"), effective as of April 1, 2024. In his capacity as
COO, Mr. Talbot will be responsible for both the Company's development of its lithium mine and processing plant as well as all of
its lithium exploration geology program. Mr. Talbot is a qualified person for lithium as such a term is defined in Item 1300 of Regulation
S-K.

 Mr. Talbot has an extensive track record as a technical
and operational leader throughout his career with over 30 years of experience in mining operations. In particular, he has extensive experience
in DMS (dense media separation) plant development and operation. Most recently, Mr. Talbot was employed by RTEK International DMCC ("RTEK"),
a consulting firm that advises lithium developers and producers. From July 2022 to September 2023, Mr. Talbot was the Chief Operating
Officer at Sigma Lithium Corporation ("Sigma Lithium"), a Canadian lithium producer with operations in Brazil. At Sigma Lithium,
he oversaw the development of that company's flagship Grota do Cirilo project from construction through commissioning and operations.
From 2017 to 2022, Mr. Talbot held positions as General Manager and Head of Australian Operations at Galaxy Resources, now part of Arcadium
Lithium PLC, one of the world's largest fully integrated lithium companies. While at Galaxy Resources, Mr. Talbot was instrumental
in increasing the production at Mt. Cattlin (a hard-rock lithium mine in Ravensthorpe, Western Australia) which resulted in record production.
From 2015 to 2017, Mr. Talbot was at Bikita Minerals in Zimbabwe, which owns and operates the longest running hard-rock lithium mine in
the world. Mr. Talbot holds a bachelor's degree in chemical engineering with Honors from the University of Witwatersrand, South
Africa. Please refer to Part III, Item 10, for further information on Mr. Talbot.

 Recent
geological soil sampling anomalies discovered at our Anitta 1 location have determined that such ore body is larger than initially
predicted. A decision was made to extend drilling of the Anitta 1 pegmatite to the east, with several drill holes already yielding
further significant and shallow additional spodumene intersects with lithium mineralization confirmed by ultraviolet light testing
while the geochemical test results are still pending. We expect that these results will add further volume to the Anitta 1 deposit
size, and, most importantly, the lithium-bearing material appears to be relatively close to the surface to permit eventual open pit
mining. Under Brian Talbot's leadership as incoming Chief Operating Officer, the exploration plans for our lithium tenements
will be focused to support our early revenue strategy.

 Figure 1: Core sample from recent drilling at Anitta
1.

 Figure 2: Anitta 1 sample illuminated by ultraviolet light and
showing spodumene mineralization.

 As of December 31, 2023, we had drilled an aggregate
of 72,899 meters.

 Early-Revenue
Strategy

 On
December 4, 2023, we announced implementing an early-revenue strategy. With the well-delineated initial Anitta pegmatites, positive
metallurgical test work and well-advanced mining and environmental permits Atlas Lithium's technical team opted to expedite
the production timeline for its 100%-owned Neves Project. This early-revenue strategy targets initial "Phase I" production
of spodumene concentrate by the fourth quarter of 2024, ramping up to "Phase II" production in mid-2025. The early-revenue Phase I
plant is expected to have a maximum capacity of 150,000 tons per annum of spodumene concentrate.

 We intend to deploy compacted
modular dense media separation (DMS) technology together with contracting the crushing and mining operations. The total capital
expenditures, including the initial production and ramp-up is estimated at $49.5 million, which includes the modular DMS plants,
tailings management module for dry stacked tailings; engineering, procurement, construction management costs; earthworks and civils;
site access upgrade, mining preparation and pre-strip, commissioning and ramp-up. The fabrication of the DMS modules, tailing
management module, and associated materials handling equipment is advancing.

 On February 26, 2024, we announced
that the fabrication of the DMS modules, tailing management module, and associated materials handling equipment is progressing on
schedule, with delivery to Brazil expected in Q2 2024 and first commissioning and production of high-quality, environmentally
sustainable lithium concentrate anticipated in Q4 2024. The manufacturing orders were placed by us in December 2023. By condensing
components into modules with significantly reduced footprint and weight versus recent DMS plants, Atlas Lithium plans to streamline
installation and commissioning. For example, whereas fully assembled traditional DMS facilities commonly weigh 250-300 tons, the
Company's modular plant is predicted to weigh only approximately 41 tonnes. Modular DMS construction and preassembly are well
advanced on the primary 100 tons per hour (tph) module and the secondary 50 tph module. We plan to carry out a full pre-assembly and
testing of these two modules before they are shipped to Brazil. We engaged CDM Group as engineering contractor and construction
coordinator and ADP Marine & Modular for plant manufacturing, with both of these firms located in South Africa. The
manufacturing facility located in South Africa has recently been visited by our technical team and photographs of parts completed
and in progress of our modular DMS lithium processing plant under construction can be seen in Figures 3-5 below. Figures 6-8 depict
3-D model views of our planned modular DMS lithium processing plant.

 Figure
3: Our modular DMS lithium processing plant under construction.

 Figure 4: View of part of our DMS lithium processing plant under construction.

 Figure 5: View of part of our modular DMS lithium processing plant under construction.

 Figure
6: View of 3-D model of our planned DMS lithium processing plant.

 Figure 7: Additional view of 3-D model of our planned DMS lithium processing plant.

 Figure
8: Additional view of 3-D Model of our planned DMS lithium processing plant.

 Drilling
Campaign Highlights (drill holes sorted by location)

 Shown
below are the results from our ongoing Neves Project drilling campaign, which include certain results obtained after December 31, 2023.

 Drill
 Hole

 Intercepts

 Location

 DHAB-39B

 1.00%
 Li2O over 9.1m from 107.4m to 116.6m

 1.48% Li2O over 9.0m from 119.2m to 128.2m

 DHAB-44

 1.30%
 Li2O over 17.9m from 141.8m to 159.7m

 1.88% Li2O over 9.0m from 150.0m to 159.0m

 DHAB-15

 1.40%
 Li2O over 15.0m from 60.5m to 65.5m

 1.83% Li2O over 5.0m from 66.5m to 71.5m

 DHAB-11B

 1.57%
 Li2O over 13.1m from 74.0m to 87.1m

 2.25% Li2O over 4.0m from 76.7m to 80.8m

 2.00% Li2O over 3.1m from 84.0m to 87.1m

 DHAB-183

 1.00%
 Li2O over 11.0m from 247.0m to 258.0m

 1.32% Li2O over 2.1m from 261.7m to 263.8m

 DHAB-77

 1.08%
 Li2O over 3.2m from 65.8m to 69.0m

 1.46% Li2O over 14.0m from 70.0m to 84.0m

 2.04% Li2O over 5.0m from 70.0m to 75.0m

 DHAB-145EX

 1.09%
 Li2O over 73.85m from 210.0m to 283.8m

 1.34%Li2O over 21.0m from 211.0m to 232.0m

 2.18%Li20 over 17.0m from 237.0m to 254.0m

 DHAB-190

 1.10%
 Li2O over 17.4m from 136.0 to 153.4m

 1.75% Li2O over 3.8m from 139.2 to 143.0m

 DHAB-162

 1.13%
 Li2O over 77.1m from 179.0m to 256.1m

 2.71% Li2O over 14.0m from 219.1 to 233.1m

 DHAB-70

 1.16%
 Li2O over 14.9m from 43.8m to 58.6m

 1.20% Li2O over 2.4m from 78.3m to 80.7m

 DHAB-104

 1.18%
 Li2O over 11.2m from 95.4m to 106.6m

 2.26% Li2O over 2.7m from 97.9m to 100.6m

 1.71% Li2O over 3.2m from 103.4m to 106.6m

 1.51% Li2O over 84.0m from 113.8 to 197.8m

 2.19% Li2O over 5.1m from 127.0m to 132.1m

 1.95% Li2O over 13.7m from 137.3m to 151.0m

 2.10% Li2O over 14.6m from 155.0m to 169.6m

 2.31% Li2O over 9.1m from 176.2m to 185.3m

 DHAB-85

 1.18%
 Li2O over 47.0m from 7.0m to 54.0m

 2.12% Li2O over 7.0m from 13.0m to 20.0m

 2.23% Li2O over 10.0m from 24.0m to 34.0m

 1.39% Li2O over 4.0m from 40.0m to 44.0m

 DHAB-159

 1.27%
 Li2O over 19.7m from 114.4m to 134.0m

 DHAB-68

 1.36%
 Li2O over 25.4m from 54.2m to 79.6m

 2.02% Li2O over 6.5m from 54.2m to 60.2m

 4.40% Li2O over 0.6m from 60.2m to 60.7m

 1.89% Li2O over 5.0m from 71.5m to 76.5m

 1.89% Li2O over 5.0m from 71.5m to 76.5m

 DHAB-47

 2.80%
 Li2O over 9.9m from 54.2m to 64.1m

 DHAB-356

 0.96%
 Li2O over 12.55 m from 29.15m to 47.70m

 1.96% Li2O over 3.40 m from 126.60m to 130.00m

 DHAB-160

 0.98%
 Li2O over 6.0 m from 205.4m to 211.4m

 2.23% Li2O over 17.8 m from 216.1m to 233.9m

 2.71% Li2O over 14.0 m from 219.1m to 233.1m

 DHAB-354

 1.06%
 Li2O over 11.60 m from 152.60m to 164.20m

 DHAB-185

 1.22%
 Li2O over 56.4m from 7.0m to 63.4m

 2.10% Li2O over 6.2m from 8.1m to 140.3m

 3.16% Li2O over 4.3m from 16.7m to 21.0m

 DHAB-214

 1.25%
 Li2O over 10.6m from 144.25m to 154.85m

 1.70% Li2O over 26.55m from 158.25m to 184.8m

 2.12% Li2O over 20.0m from 159.25m to 179.25m

 DHAB-211

 1.31%
 Li2O over 14.89m from 158.92m to 173.81m

 1.49% Li2O over 4.6m from 228.7m to 233.3m

 DHAB-347

 1.32%
 Li2O over 42.88 m from 133.12m to176.00m

 1.20% Li2O over 9.65 m from 223.35m to 233.00m

 DHAB-220

 1.34%
 Li2O over 9.72m from 201.886m to 211.6m

 DHAB-206

 1.40%
 Li2O over 6.2m from 179.2 to 283.42

 DHAB-200

 1.43%
 Li2O over 27.8m from 64.5m to 92.4m

 1.49% Li2O over 15.0m from 192.5m to 207.5m

 DHAB-345

 1.44%
 Li2O over 47.00 m from 59.00m to 106.00m

 DHAB-369

 1.47%
 Li2O over 16.00 m from 114.00m to 130.00m

 DHAB-339

 1.52%
 Li2O over 20.90 m from 82.00m to102.90m

 1.70% Li2O over 9.00 m from 162.00m to 171.00m

 DHAB-208

 1.64%
 Li2O over 18.0m from 67.56m to 85.56m

 1.61% Li2O over 5.71m from 190.39m to 196.1m

 DHAB-362

 1.41%
 Li2O over 6.30 m from 101.85m to 108.35m

 DHAB-353

 1.41%
 Li2O over 7.63 m from 79.37m to 87.00m

 Our
drilling and sampling follow strict best practices established under industry-standard quality assurance and quality
control protocols. All lithium samples are analyzed at SGS-Geosol, an established analytical laboratory used by mining
companies in Brazil. Normally geochemical results are obtained from SGS-Geosol three weeks after submission of the samples for
analysis.

 Metallurgical
Report

 On
April 24, 2023, we announced the receipt of the metallurgical report (the "Metallurgical Report") from SGS-Geosol for
studies performed over several months on a representative ore sample from our Neves Project. The Metallurgical Report showed that a
very high grade of 7.22% was achieved for heavy liquid separation. Commercial-grade lithium concentrate was obtained from our
representative sample using standard dense media separation, a gravity-based approach which does not use any harmful chemicals or
flotation. The Metallurgical Report also showed final lithium concentrate grading of 6.04% Li 2 O with only 0.53%
Fe 2 O 3, and a lithium recovery of 70%. Our desired target was the production of concentrate grading 6.0%
Li 2 O with less than 1.0% Fe 2 O 3, and these targets were exceeded.

 The
Metallurgical Report will become a chapter in the Maiden Resource Report described above. The Metallurgical Report also allows SGS-Geosol to
begin work towards a Preliminary Economic Assessment of the Neves Project which is a technical study expected to be issued after the
Maiden Resource Report.

 Business
Development Update

 Mitsui
& Co., Ltd.

 On
January 18, 2023, we announced that we had signed a non-binding, non-exclusive Memorandum of Understanding ("MOU") with Mitsui
& Co., Ltd. ("Mitsui") with respect to Mitsui's potential interest in acquiring the right to purchase our future
lithium concentrate production. In November 2023, we entered into the Chengxin and Yahua agreements, described below, at which time we
ceased discussions with Mitsui regarding a potential offtake arrangement as contemplated by the MOU. We have continued discussions with
Mitsui regarding other possible strategic opportunities and/or partnerships.

Royalty Corp. Royalty Agreement

 On
May 2, 2023, our 99.9% owned subsidiary, Atlas Litio Brasil Ltda. ("Atlas Brasil"), entered into a written agreement
pursuant to which it sold a royalty interest equaling 3% of the future gross revenue from the sale of products from certain 19
mineral rights and properties owned by Atlas Brasil and located in Brazil, to Lithium Royalty Corp., a Canadian company listed on the
Toronto Stock Exchange ("LRC"), for $20,000,000 in cash.

 The royalty will be calculated, and royalty payment will be made, on a quarterly basis commencing
from the first receipt of the sales proceeds with respect to the products. Atlas Brasil also granted LRC an option to purchase
additional royalty interests with respect to certain additional Brazilian mineral rights and properties on the same terms and conditions, at a total purchase price of $5,000,000.

 Chengxin
and Yahua Agreements

 On
November 29, 2023, we entered into Offtake and Sales Agreements (the "Offtake Agreements") with each of Sichuan Yahua
Industrial Group Co., Ltd. and Sheng Wei Zhi Yuan International Limited, a subsidiary of Shenzhen Chengxin Lithium Group Co., Ltd.,
pursuant to which we agreed, for a period of five years, to sell to each of the buyers 60,000 dry metric tons of lithium concentrate
per year, subject to our ability to increase or decrease such quantity by up to ten percent (10%) each year. The price for the
lithium concentrate is determined according to a formula as set forth in the Offtake Agreements. Each of the buyers agreed to invest
$5 million into shares of our common stock at $29.77, and when we receive final permits, to invest an additional $20 million as
offtake pre-payment for future deliveries of the lithium concentrate after we obtain customary licenses. Each pre-payment amount
will be used to offset the buyer's future payment obligations under the Offtake Agreements.

 Results
of Operations

 Fiscal
Year Ended December 31, 2023, Compared to Fiscal Year Ended December 31, 2022

 Revenue
for the year ended December 31, 2023, totaled $0, compared to revenue of $6,765 during the year ended December 31, 2022, representing
a decrease of 100%. Revenue in 2022 was comprised solely of sales of industrial sand that we mined in one of our mineral rights. Industrial
sand is a residual business line, as we are primarily focused on our lithium exploration program. In December 2022, we ceased
operations of our industrial sand business line.

 Cost
of goods sold for the year ended December 31, 2023, totaled $0, as compared to cost of goods sold of $63,548 during the year ended December
31, 2022, representing a decrease of 100%. Cost of goods sold is primarily comprised of labor, fuel, repairs and maintenance on our mining
equipment. The cost of goods sold in 2022 related to industrial sand production.

 Gross
loss for the year ended December 31, 2023, totaled $0, compared to gross loss of $56,783 during the year ended December 31, 2022, representing
decrease of 100%.

 Operating
expenses for the year ended December 31, 2023, totaled $42,588,044, compared to operating expenses of $5,446,984 during the year
ended December 31, 2022, representing an increase of 682%. The increase was mostly due to increases in general and administrative
expenses, stock-based compensation expense and exploration expenses, as described below.

 General
and administrative expenses increased by 278%, from $2,722,197 for the year ended December 31, 2022, to $10,303,340 for the year
ended December 31, 2023, mainly due to:

 approximately
 $1,030,000 in non-recurring transaction costs associated with our public offering in January 2023 in connection with the listing
 of our common stock on the Nasdaq Capital Market.,

 higher
 compensation costs due to the increase in employee headcount approximately of $1,940,000,

 increased legal fees of approximately of
 $1,160,000,

 consulting expenses approximately $1,950,000.

 Stock-based
compensation expense for the year ended December 31, 2023, was $15,609,698, compared to $2,269,566 in the prior year, an increase
of 588%. The increase was primarily due to the increase in the market price of our common stock and an increase in stock-based
compensation awarded to new members of our management team.

expenses for the year ended December 31, 2023, were $16,553,830, compared to $0 for the year ended December 31, 2022. The increase was primarily due to increased exploration activities related to the execution of the drilling program on our 100%
owned Minas Gerais Lithium Project.

 Other expense (income) for the year ended
December 31, 2023, totaled a net $45,876, compared to $155,812 during the year ended December 31, 2022, representing a
decrease of other expense of 71%. The decrease is mainly due to non-cash fair value adjustments and interest received from cash deposits
during 2023.

 As
a result, we incurred a net loss attributable to our stockholders of $41,393,525, or $4.11 per share, for the year ended December 31,
2023, compared to a net loss attributable to our stockholders of $4,628,520, or $1.00 per share, during the year ended December 31, 2022.

 Liquidity
and Capital Resources

 Overview

 We
have historically incurred net operating losses and have not yet received material revenues from the sale of products or services. As
a result, our primary sources of liquidity have been derived through proceeds from the (i) sales of our equity and the equity of one
of our subsidiaries, and (ii) issuance of convertible debt. As of December 31, 2023, we had cash and cash equivalents of $29,549,927
and working capital of $24,044,931, compared to cash and cash equivalents $280,525 and a working capital deficit of $2,452,553 as of
December 31, 2022. We believe our cash on hand will be sufficient to meet our working capital and capital expenditure requirements for
a period of at least twelve months through March 2025. 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 types of processing facilities we would need to install to obtain commercial-ready products, and the ability to attract talent to
manage our different areas of endeavor. 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.

 Net
cash used in operating activities totaled $5,029,318 for the year ended December 31, 2023, compared to net cash used of $1,480,530
during the year ended December 31, 2022, representing an increase in cash used of $3,548,788, or 240%. The increase was primarily
due to the net loss in the period offset by proceeds from the sale of future royalties.

 Net
cash used in investing activities totaled $7,082,467 for the year ended December 31, 2023, compared to net cash used of $2,846,356 during
the year ended December 31, 2022, representing an increase in cash used of $4,236,111, or 149%. The increase is mainly due to cash advances for the lithium processing plant construction during 2023.

 Net
cash provided by financing activities totaled $41,214,684 for the year ended December 31, 2023, compared to $4,502,356 during the year
ended December 31, 2022, representing an increase in cash provided of $36,712,328, or 815%. The increase is due to net proceeds from
the sales of common stock of $31,214,660 and from the issuance of convertible debt in the amount of $10,000,024, as described below under
Financing Activities.

 We
currently have no off-balance sheet arrangements.

 Financing
Activities

 On January 12, 2023, we completed our firm underwritten public offering of 776,250 shares of our common stock (which includes the
 shares subject to the over-allotment option, exercised by the underwriter in full), for aggregate gross proceeds of $4,657,500
 (prior to deducting any underwriting discounts, commissions, and other offering expenses).

 On January 30, 2023, we raised an aggregate of $4 million in gross proceeds from the sale of 640,000 shares of its common stock in transaction
 exempt under Regulation S of the Securities Act.

 On July 18, 2023, we consummated a transaction with four investors, pursuant to which we agreed to issue and sell to the investors in a
 Regulation S private placement an aggregate of 526,317 restricted shares of our common stock. The purchase price for
 the shares was $19.00 per share, for total gross proceeds of $10,000,023.

 On November 7, 2023, we
 issued convertible promissory notes with an aggregate total principal amount of $20,000,000, accruing interest at a rate of 6.5% per
 annum, in a private placement in reliance upon the exemption from registration provided by Regulation D under the Securities
 Act. The notes are convertible into shares of our
 common stock at the option of the holders at any time up until the maturity date at a conversion price of $28.224 per share. The
 notes will mature on November 24, 2026.

 On November 29, 2023, we
 entered into two securities purchase agreements with certain accredited investors pursuant to which we agreed to sell and issue 167,954
 shares of its common stock, to each of the investors in a registered direct offering at a purchase price of $29.77 per share. The total
 gross proceeds from the registered offering were $10,000,000.

 Additionally, during the
 2023, we sold an aggregate of 192,817 shares of common stock to Triton Funds, LP for total gross proceeds of
 $1,675,797 pursuant to a Common Stock Purchase Agreement (the "CSPA") entered into between us and Triton
 Funds, LP, dated February 26, 2021.

 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
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 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.

 Critical
Accounting Polices 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").
Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities,
revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe
that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements
is critical to an understanding of our financial statements.

 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 from those estimates.

Stage Company

 The
accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to accounting
and reporting by exploration stage companies. An exploration stage company is one in which planned principal operations have not commenced
or if its operations have commenced, there has been no significant revenues there from.

and Equipment

and equipment are stated at cost, net of accumulated depreciation. Major improvements and betterments are capitalized. Maintenance and
repairs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful life. At the time
of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and
any resulting gain or loss is reflected in the statements of operations as other gain or loss, net.

 The
processing plant and other machinery are depreciated over an estimated useful life of ten years; vehicles are depreciated over an estimated
life of five years; and computer and other office equipment over an estimated useful life of five years.

Properties

 Costs
of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. Mineral property acquisition costs,
including licenses and lease payments, are capitalized. Although we have taken steps to verify title to mineral properties in which it
has an interest, these procedures do not guarantee our rights. Such properties may be subject to prior agreements or transfers and title
may be affected by undetected defects.

losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows
estimated to be generated by those assets are less than the assets' carrying amount. As of December 31, 2023, and 2022, we did not
recognize any impairment losses related to mineral properties held.

of Intangible Assets with Indefinite Useful Lives

 We
account for intangible assets in accordance with Accounting Standards Codification ("ASC") 350, Intangibles – Goodwill
and Other ("ASC 350"). ASC 350 requires that intangible assets with indefinite useful lives no longer be amortized, but instead
be evaluated for impairment at least annually. On an annual basis, in the fourth quarter of the fiscal year, we review our intangible
assets with indefinite useful lives for impairment by first assessing qualitative factors to determine whether the existence of events
or circumstances makes it more-likely-than-not that the fair value of an intangible asset is less than its carrying amount. If it is
determined that it is more-likely-than-not that the fair value of an intangible asset is less than its carrying amount, the intangible
asset is further tested for impairment by comparing the carrying amount to its estimated fair value using a discounted cash flow. Impairment,
if any, is measured as the amount by which an indefinite-lived intangible asset's carrying amount exceeds its fair value.

 Application
of impairment tests requires significant management judgment, including the determination of fair value of each indefinite-lived intangible
asset. Judgment applied when performing the qualitative analysis includes consideration of macroeconomic, industry and market conditions,
overall financial performance of the entity, composition, or strategy changes affecting the recoverability of asset groups. Judgments
applied when performing the quantitative analysis includes estimating future cash flows, determining appropriate discount rates and making
other assumptions. Changes in these judgments, estimates and assumptions could materially affect the determination of fair value for
each indefinite-lived intangible asset.

of Long-Lived Assets

 For
long-lived assets, such as property and equipment and intangible assets subject to amortization, we continually monitor events and changes
in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances
are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered
through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets,
we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of
are reported at the lower of the carrying amount or the fair value less costs to sell.

 Variable
Interest Entities

 We
determine at the inception of each arrangement whether an entity in which we hold an investment or in which we have other variable interests
in is considered a variable interest entity. We consolidate VIEs when we are the primary beneficiary. The primary beneficiary of a VIE
is the party that meets both of the following criteria: (1) has the power to make decisions that most significantly affect the economic
performance of the VIE; and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially
be significant to the VIE. Periodically, we assess whether any changes in the interest or relationship with the entity affect the determination
of whether the entity is still a VIE and, if so, whether we are the primary beneficiary. If we are not the primary beneficiary in a VIE,
we account for the investment under the equity method or cost method in accordance with the applicable GAAP.

 We
have concluded that Apollo Resources, Jupiter Gold and their subsidiaries are VIEs in accordance with applicable accounting standards
and guidance; and although the operations of Apollo Resources and Jupiter Gold are independent of ours, because our chief executive officer,
Marc Fogassa, is also the controlling shareholder of both Apollo Resources and Jupiter Gold, we may be considered to have power to direct
the activities that are most significant to Apollo Resources and Jupiter Gold. Therefore, we concluded that we are the primary beneficiary
of both Apollo Resources and Jupiter Gold.

 Stock-Based

 We measure
and records stock-based compensation expense in accordance with ASC Topic 718 for share-based payments related to stock options,
restricted stock, and performance-based awards granted to certain directors, employees and consultants. ASC 718 requires companies
to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over
the employee's requisite service period. Under ASC 718, volatility is based on the historical volatility of our stock or the
expected volatility of the stock of similar companies. The expected life assumption is primarily based on historical exercise
patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on
the U.S. Treasury yield curve in effect at the time of grant.

 The
fair value of stock options and performance awards without a market condition is estimated at the date of grant using the Black-Scholes
option-pricing model. The fair value of restricted stock awards and stock options with a market condition is estimated at the date of
grant, using the Monte Carlo Simulation model. The fair value of restricted stock awards with a required lock-up period without a market
condition is estimated at the date of grant, using the Hull-White Lattice (binomial) model. The Black-Scholes, Monte Carlo Simulation,
and Hull-White Lattice valuation models incorporate assumptions as to stock price volatility, the expected life of options or awards,
a risk-free interest rate, illiquidity discount, and dividend yield. In valuing our stock options, significant judgment is required in
determining the expected volatility of our common stock and the expected life that individuals will hold their stock options prior to
exercising. Expected volatility for stock options is based on the historical and implied volatility of our common stock
while the volatility for restricted stock awards with a market condition is based on the historical volatility of our
own stock and the stock of companies within our defined peer group.

 Because changes in the subjective assumptions can materially affect the
estimated value of our employee stock options, it is management's opinion that the valuation models may not provide an accurate
measure of the fair value of our stock options, restricted stock and performance-based awards. Although the fair value of stock options
and restricted stock awards is determined in accordance with ASC Topic 718, that value may not be indicative of the fair value observed
in a willing buyer/willing seller market transaction.

 Foreign
Currency

 Our
foreign subsidiaries use a local currency as the functional currency. Resulting translation gains or losses are recognized as a component
of accumulated other comprehensive income. Transaction gains or losses related to balances denominated in a currency other than the functional
currency are recognized in the consolidated statements of operations. Net foreign currency transaction losses included in our consolidated
statements of operations were negligible for all periods presented.

 Recent
Accounting Pronouncements

 Accounting
Standards Updates Adopted

 In
March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04
("ASU 2020-04"), Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,
which provides optional guidance for a limited period of time to ease the potential burden on accounting for contract modifications caused
by reference rate reform. In January 2021, ASU 2021-01, Reference Rate Reform (Topic 848): Scope was issued which broadened the scope
of ASU 2020-04 to include certain derivative instruments. In December 2022, ASU 2022-06, Reference Rate Reform (Topic 848): Deferral
of the Sunset Date of Topic 848, was issued which deferred the sunset date of ASU 2020-04. The guidance is effective for all entities
as of March 12, 2020, through December 31, 2024. The guidance may be adopted over time as reference rate reform activities occur and should
be applied on a prospective basis.

 There
has been no significant effect that may impact its financial statements and does not believe that there are any other new pronouncements
that have been issued that might have a material impact on its financial position or results of operations.

 Accounting
Standards Updates to Become Effective in Future Period

 In
August 2023, the FASB issued ASU 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial
Measurement, which clarifies the business combination accounting for joint venture formations. The amendments in the ASU seek to reduce
diversity in practice that has resulted from a lack of authoritative guidance regarding the accounting for the formation of joint ventures
in separate financial statements. The amendments also seek to clarify the initial measurement of joint venture net assets, including
businesses contributed to a joint venture. The guidance is applicable to all entities involved in the formation of a joint venture. The
amendments are effective for all joint venture formations with a formation date on or after January 1, 2025. Early adoption and retrospective
application of the amendments are permitted. We do not expect adoption of the new guidance to have a material impact on our consolidated
financial statements and disclosures.

 In
November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, amending reportable
segment disclosure requirements to include disclosure of incremental segment information on an annual and interim basis. Among the disclosure
enhancements are new disclosures regarding significant segment expenses that are regularly provided to the chief operating decision-maker
and included within each reported measure of segment profit or loss, as well as other segment items bridging segment revenue to each
reported measure of segment profit or loss. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15,
2023, and for interim periods within fiscal years beginning after December 15, 2024, and are applied retrospectively. Early adoption
is permitted. We are currently evaluating the impact of this update on our consolidated financial statements and disclosures.

 In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, amending income tax disclosure
requirements for the effective tax rate reconciliation and income taxes paid. The amendments in ASU 2023-09 are effective for fiscal
years beginning after December 15, 2024, and are applied prospectively. Early adoption and retrospective application of the amendments
are permitted. We are currently evaluating the impact of this update on our consolidated financial statements and disclosures.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk.

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

 Item
8. Financial Statements and Supplementary Data.

 Our
financial statements, including the notes thereto, together with the report from our independent registered public accounting firm are
presented beginning at page F-1.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 None.

 Item
9A. Controls and Procedures.

 (a)
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 December 31, 2023. In designing and evaluating
our disclosure controls and procedures, 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 Commission,
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 must reflect the fact that there are resource constraints, and that management is required
to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. On the basis of that
evaluation, our Principal Executive Officer and Principal Financial Officer concluded that as of December 31, 2023, our disclosure controls
and procedures were effective at a reasonable assurance level.

 (b)
Management's Report on Internal Control Over Financial Reporting

 Management
is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange
Act Rule 13a-15(f). Our internal control system is designed to provide reasonable assurance to management and to our Board of Directors regarding the preparation and fair presentation of published financial statements. Under the supervision
and with the participation of management, including our Principal Executive Officer and Principal Financial Officer,
management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the
framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on management's evaluation under the framework in Internal Control—Integrated Framework, management concluded
that our internal control over financial reporting was effective as of December 31, 2023, at a reasonable assurance level.

 This
Annual Report does not include an attestation report of our registered public accounting firm regarding internal control
over financial reporting. Since we are a smaller reporting company, management's report is not subject to attestation by
our registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002. As a result, this
Annual Report contains only management's report on internal controls.

 (c)
Changes in Internal Control over Financial Reporting

 There
were no changes in our internal control over financial reporting that occurred in 2023 that materially affected, or would
be reasonably likely to materially affect, our internal control over financial reporting.

 (d)
Limitations of the Effectiveness of Internal Controls

 The
effectiveness of our system of internal control over financial reporting is subject to certain limitations, including
the exercise of judgment in designing, implementing and evaluating the control system, the assumptions used in identifying the likelihood
of future events, and the inability to eliminate fraud and misconduct completely. As a result, there can be no assurance that our
internal control over financial reporting will detect all errors or fraud. However, our control systems have been designed
to provide reasonable assurance of achieving their objectives.

 Item
9B. Other Information.

 None.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not
applicable.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance.

 The
following table sets forth certain information as of the date of this Annual Report concerning our directors and executive
officers:

 Name

 Age

 Position

 Marc
 Fogassa

 Chairman,
 Chief Executive Officer, Director

 Ambassador
 Robert Noriega

 Independent
 Director, Member of the Audit Committee

 Olson, Esq.

 Independent
 Director, Member of the Audit Committee

 Stephen
 R. Petersen, CFA

 Independent
 Director, Member of the Audit Committee

 Gustavo
 Pereira de Aguiar

 Chief
 Financial Officer, Treasurer, Principal Accounting Officer

 Igor
 Tkachenko

 Vice
 President, Corporate Strategy

 Nicholas Rowley

 Vice-President, Business Development

 Marc
Fogassa, age 57, has been a director and our Chairman and Chief Executive Officer since 2012. He has extensive experience in venture
capital and public company chief executive management. He has served on boards of directors of multiple private companies in various
industries, and has been invited to speak about investment issues, particularly as related to Brazil. Mr. Fogassa double majored at the
Massachusetts Institute of Technology (M.I.T.), graduating with two Bachelor of Science degrees in 1990. He later graduated from the
Harvard Medical School with a Doctor of Medicine degree in 1995, and also from the Harvard Business School with a Master of Business
Administration degree in 1999 with Second-Year Honors. At Harvard Business School, he was Co-President of the Venture Capital and Private
Equity Club. Mr. Fogassa was born in Brazil and is fluent in Portuguese and English. Mr. Fogassa is also the Chairman and Chief Executive
Officer of Jupiter Gold Corporation, and Chairman and Chief Executive Officer of Apollo Resources Corporation, two of our consolidated
subsidiaries. Marc Fogassa serves as a director because of his experience in the management of public companies in mineral exploration
and his understanding of Brazil, the jurisdiction where we operate.

 Ambassador
Roger Noriega, age 65, has been an independent director since 2012, and member of the Audit Committee of the Board of Directors since
2021. He has extensive experience in Latin America. Ambassador Noriega was appointed by President George W. Bush and confirmed by the U.S.
Senate as U.S. Assistant Secretary of State and served from 2003 to 2005. In that capacity, Amb. Noriega managed a 3,000-person team
of professionals in Washington and in 50 diplomatic posts to design and implement political and economic strategies in Canada, Latin
America, and the Caribbean. Prior to this assignment, Amb. Noriega served as U.S. Ambassador to the Organization of American States from
2001 to 2003. Since 2009, Amb. Noriega has been the Managing Director of Vision Americas, a Latin America-focused consulting group that
he founded. Amb. Noriega has a Bachelor of Arts degree from Washburn University of Topeka, Kansas. Ambassador Noriega serves as a director
because of his experience in complex multi-jurisdictional agreements and his business and diplomatic experience with Brazil.

Olson, Esq., age 46, has been an independent director since 2021, and member of the Audit Committee
of the Board of Directors since 2021. She is an attorney with extensive experience in international contracts, securities law and venture
negotiations. She has represented or engaged in transactions with leading companies in the biomedical, technology and products and services
sectors. From 2013 to 2017, Ms. Olson was at Kaplowitz Firm P.C. and from 2017 to January 2020, she was an attorney with the
Crone Law Group. From February 2020 to May 2022 Ms. Olson was an attorney with Ellenoff Grossman & Schole LP. She has been with
Mitchell Silberberg & Knupp since May of 2022. She received a B.A. in Economics and Finance from Loyola University in Chicago, and
a J.D. from The John Marshall School of Law. Ms. Olson serves as a director because of her experience with working with large multinational
companies in complex transactions and her knowledge of U.S. securities law.

 Stephen
R. Petersen, CFA, age 68, has been an independent director since 2021, and member of the Audit Committee of the Board of Directors
since 2021. Mr. Petersen over 40 years of experience in the capital markets and investment management. Since 2013, he has been a Managing
Director and member of the Investment Committee at Prio Wealth, an independent investment management firm with over $3 billion in assets
under management. Previously, Mr. Petersen served as Senior Vice President, Investments at Fidelity Investments for approximately 32
years. During his tenure at Fidelity, Mr. Petersen served as a Portfolio Manager and Group Leader of The Fidelity Management Trust Company
and was responsible for managing several equity income and balanced mutual funds such as Fidelity Equity Income Fund (1993-2011), Fidelity
Balanced Fund (1996-1997), Fidelity VIP Equity-Income Fund (1997-2011), Fidelity Puritan Fund (2000-2007), Fidelity Advisor Equity-Income
Fund (2009-2011), and Fidelity Equity-Income II (2009-2011). He began his career at Fidelity as an Equity Analyst. Mr. Petersen received
a B.B.A. in Finance and an M.S. in Finance from the University of Wisconsin-Madison. Mr. Petersen serves on the Board of the University
of Wisconsin Foundation and Chairs its Investment Committee. He also is Co-Chair of the Executive Committee for the Catholic Schools
Foundation Inner-City Scholarship Fund. Mr. Petersen is a Chartered Financial Analyst. Mr. Petersen serve as a director because of his
experience with capital markets and his knowledge of finance including expertise with financial statements.

 Gustavo
Pereira de Aguiar, age 41, has been our Chief Financial Officer, Principal Accounting Officer, and Treasurer since 2022. From 2016
until 2022, Mr. Aguiar was the Controller of Jaguar Mining, Inc., a Canadian publicly traded company with two producing gold mines in
the state of Minas Gerais in Brazil. From 2013 to 2016, Mr. Aguiar was Controller at Grupo Orguel, an enterprise in the construction
equipment rental sector in Brazil which received funding from Carlyle, a U.S. private equity group, and from 2010 to 2013, Mr. Aguiar
worked at Mirabella Minera o, which at the time was developing its nickel project in the state of Bahia in Brazil. From
2006 to 2010, Mr. Aguiar was an auditor with Deloitte in Brazil. Mr. Aguiar has undergraduate degrees in Business Administration and
in Accounting from Universidade FUMEC in Brazil. He has an executive MBA and further post-graduate education in finance from Funda o
Dom Cabral in Brazil. Mr. Aguiar is fluent in Portuguese and English and is a licensed accountant in Brazil.

 Igor
Tkachenko, age 38, has been our Vice President, Corporate Strategy since 2023. Igor
Tkachenko, a Ukrainian-American and a US-trained physician, has served as a strategic advisor to us since 2021, lending his leadership
talents and private sector experience to further the company's mission to become a leading hard-rock lithium provider for the green
energy transition. In 2022, Igor Tkachenko began consulting for us as our Director of Strategic Development, overseeing the rapid expansion
of our investor relations efforts. He participated in the design and execution of our organizational growth strategy that led to our successful
up-listing to Nasdaq in January 2023. Mr. Tkachenko graduated from the emergency medicine residency in 2019, after which he worked clinically
at the University of Tennessee Medical Center and served as a Clinical Assistant Professor at the University of Tennessee Graduate School
of Medicine. Mr. Tkachenko transitioned from his academic role to take on an executive position at the Company and began serving as our
Vice President of Corporate Strategy in 2023. His education includes a Bachelor of Science (Summa Cum Laude) and a Doctor of Medicine
degrees.

 Nicholas Rowley, age 39, has been
our Vice-President, Business Development since 2023. Mr. Rowley is an experienced corporate executive with a strong financial background
with over 18 years' experience specializing in marketing and sales of various raw materials, corporate advisory, M&A transactions
and equities markets. Mr. Rowley most recently served as Director – Corporate Development of Galaxy Resources Limited, an ASX-listed
lithium company from 2014 until 2021. Mr. Rowley through this role saw the implementation and closing of the A$6 billion merger with
Orocobre Limited, to create the world's fifth largest lithium producer Allkem (ASX: AKE) in mid-2021 now Arcadium Lithium Plc (Nasdaq:
ATLM). Mr. Rowley has a strong understanding of the international lithium market having traded various lithium minerals over the last
10 years. Having overseen the marketing and sales division at Galaxy Resources since the restart of the Mt. Cattlin project in 2016,
he has been integral in building the supply chain from Australia through to Asia over that time.

 Additionally,
on March 19, 2024, the Board appointed Brian Talbot, age 51, as our Chief Operating Officer and as a member of our Board, effective as
of April 1, 2024. Most recently, Mr. Talbot was the founder and director of RTEK International DMCC ("RTEK"), a consulting
firm that advises lithium developers and producers. From July 2022 to September 2023, Mr. Talbot was the Chief Operating Officer at Sigma
Lithium Corporation ("Sigma"), a Canadian lithium producer with operations in Brazil. At Sigma, he oversaw the development
of Sigma's flagship Grota do Cirilo project from construction through commissioning and operations. From 2017 to 2022, Mr. Talbot
held positions as General Manager and Head of Australian Operations at Galaxy Resources, an entity which is now part of Arcadium Lithium
PLC, one of the world's largest fully integrated lithium companies. While at Galaxy Resources, Mr. Talbot was instrumental in increasing
the production at Mt. Cattlin (a hard-rock lithium mine in Ravensthorpe, Western Australia) which resulted in record production. Mr.
Talbot brings to the board an extensive track record as a technical and operational leader throughout his career with over 30 years of
experience in mining operations. In particular, his extensive experience in DMS (dense media separation) plant development and operation,
including designing, planning, building, and managing profitable mining operations globally, will be significant assets to the board.
Mr. Talbot holds a bachelor's degree in chemical engineering with Honors from the University of Witwatersrand, South Africa.

 Board
Composition

 Our
Board of Directors currently is composed of four members, Ambassador Roger Noriega, Cassiopeia
Olson, Esq., Stephen R. Petersen, CFA, and Marc Fogassa. As noted above, Brian Talbot has been appointed to the Board of Directors, effective as of April 1, 2024.

 There
are no family relationships among our directors and executive officers. There is no arrangement or understanding between or among our
executive officers and directors pursuant to which any director or officer was or is to be selected as a director or officer.

Independence

 We
currently have three independent directors on our Board of Directors. We use the definition of "independence" found in the
Listing Rules of the Nasdaq Stock Market ("Nasdaq") to make this determination.

 Our
Board of Directors has undertaken a review of the independence of each director and will review the independence of any new directors
based on information provided by each director concerning their background, employment, and affiliations, in order to make a determination
of independence. Our Board of Directors has determined that each of Ambassador Noriega, Mr. Petersen and Ms. Olson is independent.

 Board
Diversity

 Nasdaq
has adopted certain governance and disclosure rules regarding diversity of listed companies' boards of directors. As a company
with a board of directors of five or fewer members, we are required to have at least one member of our Board who is
"diverse" as defined in the Nasdaq rules, and as shown below, we have met the Nasdaq's diversity objective. The following is our Board Diversity
Matrix as of the date of this Annual Report. To see our Board Diversity Matrix as of March 30, 2023, please see our Annual Report on Form
10-K for the year ended December 31, 2022, filed with the SEC on March 30, 2022.

 Board
 Diversity Matrix

 Total
 Number of Directors

 Part
 I: Gender Identity

 Female

 Male

 Directors

 Part
 II: Demographic Background

 Hispanic
 or Latinx

 White

 Role
of our Board of Directors in Risk Oversight

 One
of the key functions of our Board of Directors is informed oversight of our risk management process. We have formed supporting committees,
including the Audit Committee, the Compensation Committee, and the Nominations Committee, each of which supports the Board of Directors
by addressing risks specific to its respective areas of oversight. In particular, our Audit Committee has the responsibility to consider
and discuss our major financial risk exposures and the steps our management takes to monitor and control these exposures, including guidelines
and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance
with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our Compensation
Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.
Our Nominations Committee provides oversight with respect to corporate governance and ethical conduct and monitors the effectiveness
of our corporate governance guidelines, including whether such guidelines are successful in preventing illegal or improper liability-creating
conduct.

 Committees
of our Board of Directors

 Our
Board of Directors has established three standing committees - the Audit Committee, the Compensation Committee, and the Nominations
Committee.

 Audit
Committee

 Nasdaq
listing rules require that our Audit Committee be composed of at least three members all of whom are "independent directors"
who are "financially literate" as defined under the Nasdaq listing standards. As of the date hereof, our Audit Committee
was composed of Ambassador Noriega, Mr. Petersen and Ms. Olson, each of whom have been affirmatively determined by our Board of Directors to meet the definition of "independent
director" for purposes of serving on an Audit Committee under Rule 10A-3 and Nasdaq rules.

 The Board has determined that Mr. Petersen qualifies as an "audit committee financial
expert" as defined in Item 407(e)(5) of Regulation S-K.

Committee and Nominations Committee

 Nasdaq
listing rules require that our Compensation Committee and Nominations Committee be composed solely of independent directors. At this
time, our Nominations Committee and Compensation Committee are both comprised solely of independent directors. As of the date hereof,
the members of each of our Nominations Committee and Compensation Committee are:

 Committee

 Nominations
 Committee

 Ambassador
 Roger Noriega

 Olson, Esq.

 Olson, Esq.

 Stephen
 R. Petersen, CFA

Committee Interlocks and Insider Participation

 At
no time have any of the members of our Compensation Committee been one of our officers or employees. None of our executive officers currently
serves, or in the past year has served, as a member of the board of directors or Compensation Committee of any other entity that has
one or more executive officers on our Board of Directors or Compensation Committee.

 Code
of Business Conduct and Ethics

 We
adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal
executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and
agents and representatives, including consultants. We intend to disclose future amendments to such code, or any waivers of its requirements, applicable to any
principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions
or our directors on our website.

 Controlled
Company

 As
of December 31, 2023, Marc Fogassa, our Chief Executive Officer and Chairman, controlled approximately 68.1% of the voting power of our
capital stock, and therefore we are a "controlled company," as such term is defined under the Nasdaq Listing Rules. We currently do not
rely on the controlled company exemptions provided under the Nasdaq Listing Rules, but we may do so in the future.

 Item
11. Executive Compensation.

of Named Executive Officers

 This section discusses the material components of the executive compensation program in the fiscal year ended December 31, 2023, for our "named executive officers." As a smaller reporting company, the SEC defines our named executive officers as (i) our Chief Executive Officer; (ii) our two most highly compensated
executive officers other than the Chief Executive Officer, who were serving as such as of December 31, 2023; and (iii) up to two
additional individuals for whom disclosure would have been provided pursuant to (ii) but for the fact they were not serving as an executive officer at the end of the year. We have identified the
following individuals as our named executive officers according to this definition:

 Marc
 Fogassa, our Chief Executive Officer and Chairman;

 Gustavo
 Aguiar, our Chief Financial Officer;

 Igor
 Tkachenko, our Vice President of Corporate Strategy; and

 Brian
 Bernier, our Vice President of Investor Relations.

 The primary objectives of our executive
compensation programs are to attract and retain talented executives to effectively manage and lead us. The compensation packages
for Atlas Lithium's named executive officers generally include a base salary, an annual cash bonus and equity.

 Summary Compensation Table

 Name and
Principal Position

 Year

 Salary
 ($)

 Bonus
 ($)

 Stock
 Awards ($)(1)

 Awards ($) (1)

 Non-Equity
 Incentive Plan Compensation ($)

 All
 Other Compensation ($) (2)

 Total

($)

 Marc Fogassa, Chairman and

 2023

 -

 607,786
 (3)

 2,133,410
 (4)

 453,752
 (3)

 34,645

 3,229,593

 Chief Executive Officer

 2022

 -

 177,751

 177,751

 743,414

 177,751

 33,643

 1,310,310

 Gustavo Aguiar,

 2023

 133,692
 (5)

 -

 -

 -

 47,520
 (6)

 3,476

 184,688

 Chief Financial Officer

 2022

 80,903

 -

 464,549
 (7)

 -

 70,000

 -

 615,542

 Brian Bernier,

 2023

 -

 341,900

 (8)

 164,659
 (98)

 -

 -

 -

 506,559

 VP, Investor Relations

 2022

 100,000

 24,900

 30,000

 -

 -

 -

 154,900

 Igor Tkachenko, VP, Corporate Strategy

 2023

 210,000
 (10)

 -

 4,234,498
 (119)

 -

 -

 -

 4,444,498

 (1)

 The
 amounts in these columns reflect the aggregate grant date fair value of stock awards and stock options calculated in accordance with
 FASB ASC Topic 718. Please see Note 5 to the consolidated financial statements for the year ended December 31, 2023, contained in
 this Annual Report for the assumptions used in the calculation of grant date fair values pursuant to FASB ASC Topic 718.

 (2)

 All Other Compensation includes disability, medical, dental and vision insurance coverage benefits.

 (3)

 P ursuant to the
terms of Mr. Fogassa's amended and restated employment agreement, his performance bonus for each calendar
year is earned when the level of achievement is determined by the Board in the calendar year following the corresponding performance year.
Such an amount is paid half in cash and half in fully-vested shares of common stock granted after the performance
bonus is determined. The amount shown in the Stock Awards column for 2023 represents the grant of fully vested
shares of common stock during calendar year 2023 for performance in the calendar year 2022. The grant of the Stock Award for calendar
year 2023 performance was approved and granted by Board in calendar 2024 and will be disclosed in the proxy statement for calendar year
2024.

 (4)

 Represents options to purchase 30,000 shares of Series D Convertible
Preferred Stock. All of the options to purchase Series D Convertible Preferred Stock have been exercised and there are no such options
currently outstanding.

 (5)

 Represents Mr. Pereira de Aguiar's base salary of $9,500 per month through August 31, 2024, and his base salary
of $15,000 per month, effective as of September 1, 2023, as described below.

 (6)

 Pursuant to his employment agreement, Mr. Pereira de Aguiar is entitled to a cash bonus tied to certain performance metrics.

 (7)

 Represents 85,019 restricted
shares of common stock, in the form of restricted stock units, as described under the " Gustavo Pereira de Aguiar Agreement "
discussion below.

 ( 8)

 Pursuant to his employment agreement, Mr. Bernier is eligible to receive bonuses provided at our discretion.

 (9)

 In
 2023, Mr. Bernier received (i) 1,456 fully vested shares of common stock as monthly
 compensation from January 2023 to May 2023 and (iii) a grant of 5,600 restricted stock units which vest annually over four
 years beginning June 1, 2024.

 (10)

 Mr. Tkachenko was appointed Vice President, Corporate
 Strategy in September 2023 and the amount shown represents a pro-ration of his annual base salary of $420,000.

 (11)

 Represents 80,000 shares of common stock granted to Mr. Tkachenko
as a bonus during his consultancy period, prior to becoming an executive officer, and 40,533 shares issued pursuant to Mr. Tkachenko's employment agreement based on us achieving certain market capitalization milestones.

 Narrative
to Summary Compensation Table

 Marc Fogassa
Agreement

 On
December 31, 2020, our Board approved an amendment and restatement of the employment agreement between us and Marc Fogassa,
our Chief Executive Officer (the "A&R Employment Agreement"). Under the A&R Employment agreement, Mr. Fogassa no
longer received a salary payable in cash, which under the terms of the prior agreement was for an amount of $250,000 per
annum. Instead, he was to be granted non-qualified stock options to purchase 33,333 shares of common stock at an
exercise price of $0.0075 per share. Pursuant to the A&R Employment Agreement, Mr. Fogassa is also entitled to incentive
compensation payable half in cash and half in fully vested shares of common stock upon achievement of certain book value metrics, as
set forth in the A&R Employment Agreement.

 Under
the A&R Employment Agreement, Mr. Fogassa is entitled to a housing benefit of up to $5,000 per month for a primary or secondary
residence out of the United States. We shall pay all costs of reasonable medical, dental, vision, long-term disability, and
short-term disability to Mr. Fogassa, and to his spouse or partner and children under the age of 21, at reasonable plans chosen by
Mr. Fogassa. Unless declined by Mr. Fogassa, we shall pay the annual premium costs of a life insurance policy for Mr. Fogassa in the
amount of $5,000,000 for payment to his designated beneficiaries. In the event of a termination of employment by us, we shall
immediately make a payment to Mr. Fogassa equal to $500,000. If upon the completion of a change of control, or other corporate
event, Mr. Fogassa is no longer our Chief Executive Officer, or the Chief Executive Officer of our new controlling
person, as the case may be, then we shall immediately make a payment to Mr. Fogassa equal to
$2,000,000.

 In
September 2021, the Board determined to allow Mr. Fogassa, as his election, to receive monthly grants of stock options to purchase shares
of the Series D Convertible Preferred Stock in lieu of the options to purchase common stock as described above, and in 2023, Mr. Fogassa
was granted stock options to purchase 2,500 shares of Series D Convertible
Preferred Stock each month. In December 2023, the Board approved Mr. Fogassa
receiving such stock option compensation on an annual, rather than monthly, basis. Additionally, Mr. Fogassa elected to begin again receiving
options to purchase shares of common stock, and in 2024, Mr. Fogassa was granted an annual award of stock options to purchase 399,966
shares of common stock pursuant to these actions.

 Gustavo Pereira
de Aguiar Agreement

 On
March 15, 2022, Gustavo Pereira de Aguiar, our Chief Financial Officer, entered into an agreement with us, effective March
16, 2022 (the "Start Date"), pursuant to with Mr. Aguiar is providing services to us (the "GPA Employment
Agreement").

 Under
the GPA Employment Agreement, Mr. Pereira de Aguiar received a signing bonus totaling $25,000,
and was entitled to base cash compensation of $9,500 per month and a maximum annual bonus of $45,000, with the amount
received conditioned on the filing by us, on an annual basis, of one Form 10-K and three Forms 10-Q with the SEC. Further, on the
Start Date, for the purchase price of $1.00, Mr. Pereira
de Aguiar was to be granted 85,019 shares of common
stock that would vest over four years in four tranches. In satisfaction of Mr. Pereira de Aguiar's right to receive
such shares, we have granted him an equity award in the form of 85,019 restricted stock units ("RSUs" and the RSU grant,
the "GPA RSU Grant"), which vests over four years in four tranches. The first and the second tranche of the GPA RSU
Grant vested on March 16, 2023, and [March 15, 2024], respectively and Mr. Pereira de Aguiar was issued 21,255 shares of our common
stock on each respective vesting date

 The
agreement is terminable at any time by mutual agreement of the parties and at any time for any reason or no reason by either party,
with prior written notice of thirty days to the other party; provided, that if Mr. Pereira de Aguiar's employment is
terminated for any reason by us other than gross negligence or willful malfeasance, the GPA Grant shall be deemed to be fully vested
immediately upon such termination. The agreement provided for a payment of $60,000 if such termination occurred before the
first-year anniversary of the Start Date, and a payment of $30,000 if such termination occurred
before the second anniversary of the Start Date. If we terminate the GPA Employment Agreement for gross negligence or willful malfeasance, then the
portion of the GPA Grant which is not yet vested shall be deemed to be forfeited.

 In December
2023, the Board approved certain amendments to Mr. Pereira de Aguiar's compensation, pursuant to which, (i) effective
September 1, 2023, he is entitled to a base salary of $15,000 per month, (ii) for calendar year 2024, Mr. Pereira de Aguiar's
performance-based bonus will entitle him to earn a cash payment equal to five times his then monthly salary upon the achievement of
certain goals related to his duties as Chief Financial Officer, and (iii) his GPA Grant was amended to provide for immediate vesting
upon a change in control.

 Igor Tkachenko Agreement

 On September
30, 2023, we entered into an employment agreement with Igor Tkachenko that provides for
a term through December 31, 2026, subject to renewal by mutual consent. The agreement provides that Mr. Tkachenko will serve as our Vice
President of Corporate Strategy and will be entitled to a base salary of $420,000 per year. Additionally, Mr. Tkachenko will have the
right to receive shares of our common stock equal to 0.2% of the shares of common stock then outstanding when and if our market
capitalization reaches $200 million, $300 million, $400 million, $500 million, $600 million, $800 million and $1 billion. The agreement
further provides that in the event that we undergo a change in control (as defined in our 2023 Stock Incentive Plan) and any of the foregoing
performance requirements have not been met, Mr. Tkachenko's right to receive such shares will be accelerated. The agreement also
contains a non-compete provision pursuant to which Mr. Tkachenko has agreed not to engage in competitive activities during his employment
period and for a period of one year thereafter.

 Outstanding
Equity Awards at Fiscal Year-End

 The
following table provides information regarding equity awards held by the named executive officers that were outstanding as of December
31, 2023:

 awards

 Stock
 awards

 Name

 of securities underlying unexercised options (#) exercisable

 of securities underlying unexercised options (#) unexercisable

 incentive plan awards: Number of securities underlying unexercised unearned options (#)

 exercise price ($)

 expiration date

 of shares or units of stock that have not vested (#)

 Market
 value of shares of units of stock that have not vested ($)

 incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)

 incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(1)

 Marc Fogassa

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Gustavo Aguiar

 63,764
 (2)

 1,994,545

 Igor Tkachenko

 127,635
 (3)

 3,992,485

 Brian Bernier

 5,600
 (4)

 175,168

 (1)

 All amounts are based on the closing price of our common stock on December 29, 2023, of $31.28.

 (2)

 Represents
 restricted stock units, 21,255 of which vest on each of March 16, 2024,
and March 16, 2025, and 21,254 of which vest on
March 16, 2026.

 (3)

 Represents
 the aggregate number of shares of our common stock that Mr. Tkachenko is entitled to receive pursuant to his employment agreement,
 if and when our market capitalization reaches $400 million, $500 million, $600 million, $800 million, and $1
 billion.

 (4)

 Represents restricted stock units which vest over four
 years in four equal tranches beginning June 1, 2024.

 The
following table sets forth a summary of compensation for the fiscal year ended December 31, 2023, that we paid to each director
other than our Chief Executive Officer, whose compensation is fully reflected in the Summary Compensation Table set forth above. We
do not sponsor a pension benefits plan, a non-qualified deferred compensation plan, or a non-equity incentive plan for directors;
therefore, these columns have been omitted from the following table. No other or additional compensation for services were paid to
any of the directors. In December 2023, the Board of Directors approved a new compensation plan for directors, beginning in 2024,
pursuant to which each director shall receive options to purchase 10,000 shares of our common stock, which will vest monthly in
equal increments over a one-year period.

 Name

 Fees
 Earned or
Paid in Cash
($)

 Stock Compensation ($) (1)

($) (1)

 Total

($)

 Ambassador Roger Noriega

 $
 374,356
 (2)

 $
 374,356

 Cassiopeia Olson, Esq.

 $
 6,000
 (3)

 $
 -

 $

 $
 6,000

 Stephen R. Petersen, CFA

 $
 6,000
 (3)

 $
 -

 $

 $
 6,000

 (1) The
amounts in these columns reflect the aggregate grant date fair values of shares of common stock and
stock options granted in 2023 to each director calculated in accordance with FASB ASC Topic 718. Please see Note 5 to the
consolidated financial statements for the year ended December 31, 2023, contained in this Annual Report for the assumptions used in
the calculation of grant date fair value pursuant to FASB ASC Topic 718.

 (2) Ambassador Noriega was party to a compensation arrangement with the Company pursuant to which he is entitled to receive, on a quarterly basis, ten-year non-qualified stock options to purchase up to 20,000 shares of our common stock at an exercise
price equal to $0.0075 per share.

 On
September 15, 2021, our Board approved a change to the arrangement that allows Ambassador Noriega the choice to elect to receive the compensation in either options to purchase our common stock or to an equivalent number of
options to purchase Series D Convertible Preferred Stock. In 2023, Ambassador Noriega received options to purchase 6,000 shares of Series D Convertible Preferred Stock pursuant
to this election. All of such options were
exercised in 2023, and Ambassador Noriega converted the shares of Series D Convertible Preferred Stock were converted into shares of our
common stock. The compensation arrangement with Ambassador Noriega was terminated
in connection with the approval of the new compensation plan for directors noted above.

 (3)
Ms. Olson and Mr. Petersen had the right to receive $6,000 in cash each for services as a director during 2023. Both were
given a choice and opted to receive shares of our common stock at the then public market price instead of cash. Beginning in 2024, Ms. Olson and Mr. Petersen will receive the compensation under the new compensation plan for directors
noted above.

Compensation Plan

 On May 25, 2023, the Board of Directors approved, and
our majority stockholder ratified and confirmed the adoption of the 2023 Stock Incentive Plan. The table below sets forth certain information
as of December 31, 2023, with respect
to the 2023 Stock Incentive Plan.

 Plan Category

 of
securities
to
be issued
upon
exercise
of
outstanding
options,
warrants,
and rights
(a)

 Weighted-

average
exercise
price of
outstanding
options,
warrants
and rights
(b)

 of
securities
remaining
available for
future
issuance
under equity
compensation
plans
(excluding

securities
reflected in
column "(a)")
(c)

 Equity compensation plans approved
 by security holders (2023 Stock Incentive Plan)

 1,167,652
 (i)

 $
 nil
 (ii)

 426,274

 Total

 1,167,652

 $
 -

 426,274

 (i)
1,167,652 in restricted stock awards with common stock to be issued upon fulfillment of a variety of time, market and performance vesting
conditions.

 (ii)
Includes only the weighted-average exercise price of the outstanding options, as the restricted stock awards have no associated exercise
price.

 Delinquent
Section 16(a) Reports

 Under
Section 16 of the Exchange Act, our directors, executive officers and any persons holding more than 10% of our common stock are required
to report initial ownership of our common stock and any subsequent changes in ownership to the SEC. Specific due dates have been established
by the SEC, and we are required to disclose in this Annual Report any failure to file required ownership reports by these dates. Based
solely upon a review of forms filed with the SEC and the written representations of such persons, we are aware of the following: (i)
Nicholas Rowley filed a late Form 3 after being appointed as our Vice President, Business Development; (ii) each of the following persons,
all of whom ceased to be officers subject to the reporting requirements of Section 16 in December 2023, failed to file two Forms 4, each
of which reported one transaction: Brian Bernier, Joel de Paiva Monteiro, Volodymyr Myadzel, and Areli Nogueira da Silva J nior;
(iii) Marc Fogassa reported five transactions-late, each of which should have been reported on a separate Form 4; (iv) Stephen R. Petersen
failed to file three Forms 4, each reporting one transaction; (v) Cassiopeia Olson failed to file one Form 4 reporting one transaction;
(vi) Roger Noriega filed three late Forms 4, each reporting one transaction. All of the transactions that should have been reported on
a Form 4 have since been reported on a late year-end report on Form 5.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 The
following table sets forth information known to us regarding beneficial ownership of our common stock and securities convertible
into our common stock within 60 days of the March 22, 2024, by:
(i) each person who is known by us to own beneficially more than 5% of our outstanding common stock; (ii) each named executive officer
and director; and (iii) all officers and directors as a group. As of March 22, 2024, there were 12,769,581 outstanding shares of our
common stock.

 Name
 and Address of Beneficial

 Stock (2)

 A Preferred Stock (3)

 Combined
 Voting Power

 Owner
 (1)

 %

 %

 Number(4)

 %(5)

 Directors and Named Executive
 Officers:

 Marc Fogassa(6)

 4,583,631

 35.4
 %

 %

 4,583,632

 68.3
 %

 Ambassador Roger Noriega( 7)

 391,368

 3.1
 %

 -

 -

 391,368

 1.5
 %

 Cassiopeia Olson, Esq.( 8)

 15,904

 *

 -

 -

 15,904

 *

 Stephen R. Petersen, CFA(9)

 38,475

 *

 -

 -

 38,475

 *

 Gustavo Pereira de Aguiar

 42,510

 *

 -

 -

 42,510

 *

 Igor Tkachenko

 179,255

 1.4
 %

 179,255

 *

 Brian W. Bernier

 45,033

 *

 -

 -

 45,033

 *

 All executive officers and directors (7 persons)(10)

 5,296,176

 40.8
 %

 %

 5,296,177

 80.0
 %

 Over 5% Stockholders:

 Antonis Palikrousis (11)

 771,038

 6.0
 %

 771,038

 3.0
 %

 (1)

 The mailing address of each of the officers and directors as set forth
above is c/o Atlas Lithium Corporation,1200 N. Federal Hwy, Suite 200, Boca Raton, Florida 33432, United States. The mailing address
of Antonis Palikrousis is Flat 507, Sunlight Tower Amin Bin, Yasir Street, Al Qasmiya Sharjah, United Arab Emirates.

 (2)

 Each share of common stock is entitled to one vote.

 (3)

 The Certificate of Designations, Preferences and Rights of Series A
 Convertible Preferred Stock ("Series A Preferred") provides that for so long as Series A Preferred is issued and
 outstanding, the holders of Series A Preferred shall vote together as a single class with the holders of common stock, with the
 holders of Series A Preferred being entitled to 51% of the total votes on all such matters regardless of the actual number of shares
 of Series A Preferred 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 share of Series A Preferred is convertible into one share of
 common stock and may be converted at any time at the election of the holder. The one issued and outstanding share of Series A Preferred has been held by Marc Fogassa since 2012.

 (4)

 Represents shares and rights on an as converted to common stock
 basis.

 (5)

 Represents
 percentage of voting power of our common stock and Series A Preferred (on an as converted basis) voting together as a single class.
 As of March 27, 2024, 12,769,581 shares of our common stock were issued and outstanding, and one share of our Series A Preferred
 was issued and outstanding.

 (6)

 Consists
 of 4,400,638 shares of our common stock owned by Marc Fogassa and his affiliates, 16,328 shares of common stock earned by Mr.
 Fogassa in respect of our performance in 2023 and contractually owed pursuant to his December 2020 employment agreement, which he
 has the right to receive within 60 days; 166,665 shares of common stock underlying compensatory vested stock options and stock
 options that will vest within 60 days; and 1 share of Series A Preferred which Mr. Fogassa has held since 2012.

 (7)

 Consists
 of 387,201 shares of common stock and 4,167 shares underlying vested stock options and stock options that will vest within 60 days.

 (8)

 Consists of 1,071 shares of common stock and 14,833 shares of common stock underlying vested stock options
and stock options that will vest within 60 days.

 (9)

 Consists of 34,308 shares of common stock and 4,167 shares of common stock underlying vested stock options
and stock options that will vest within 60 days.

 (10)

 Consists of 5,068,761 shares of common stock, 277,415 shares of common stock underlying options and contractual compensation,
and 1 share of Series A Preferred.

 (11)

 Based solely on an Amendment to Schedule 13G filed with the SEC on February 14, 2024, by Mr. Palikrousis.

 Item
13. Certain Relationships and Related Transactions, and Director Independence.

 On
November 7, 2023, we entered into a Convertible Note Purchase Agreement (the "Purchase Agreement") with Martin Rowley
relating to the issuance to Martin Rowley (along with other experienced lithium investors) of convertible promissory notes which accrue
interest at a rate of 6.5% per annum (each a "Note"). Pursuant to the Purchase Agreement, Mr. Rowley purchased an aggregate
of $ 10,000,000 of the Notes. The Notes are convertible into shares of our common stock at an exercise price of $28.225 and will
mature on November 24, 2026. Martin Rowley is a senior advisor to us and is the father of Nicholas Rowley, our
Vice President, Business Development.

 On September 22, 2023, we entered into a Lead Advisory Services Agreement with Martin Rowley, through which Mr.
Rowley has been providing advisory services to us. The agreement contemplates the issuance of up to 100,000 restricted
share units upon achievement of certain milestones set forth in the agreement. Martin Rowley is the father of Nicholas Rowley,
our Vice President, Business Development.

 On July
17, 2023, we entered into a Technical Services Agreement for mining engineering, planning and business development services with RTEK
International DMCC ("RTEK"), an entity controlled by Nick Rowley, our Vice President, Business Development, and Brian Talbot,
our Chief Operating Officer effective as of April 1, 2024. The agreement provides for the payment by us of an estimated amount of $1,449,000
and the issuance of up to 410,000 restricted share units of our common stock, depending on the achievement of certain milestones. As
of December 31 2023, we had payment payments to RTEK in the amount of $1,449,000.

 As further
described in the notes to the financial statements included herein, we hold a 58.71% equity interest in Apollo Resources and a 27.42% equity interest in Jupiter Gold.

 During the year ended December 31,
2023, Apollo Resources granted options to purchase an aggregate of 180,000 shares of its common stock to Marc Fogassa at a price of
$0.01 per share. The options were valued at $235,034 and recorded to stock-based compensation. The options were valued using the
Black-Scholes option pricing model with the following average assumptions: Apollo Resources' common stock price on the date of
the grants ($5.00 to $6.00), an illiquidity discount of 75%, expected dividend yield of 0%, historical volatility calculated between
17.41% and 57.96%, risk-free interest rate between a range of 3.42% to 4.73%, and an expected term of 10 years. As of December 31,
2023, an aggregate 405,000 Apollo Resources common stock options were outstanding with a weighted average life of 8.84 years at an
average exercise price of $0.01 and an aggregated intrinsic value of $2,425,950.

 During the year ended December 31,
2023, Jupiter Gold granted options to purchase an aggregate of 420,000 shares of its common stock to Marc Fogassa at prices ranging
between $0.01 to $1.00 per share. The options were valued at $115,038 and recorded to stock-based compensation. The options were
valued using the Black-Scholes option pricing model with the following average assumptions: Jupiter Gold's common stock price
on the date of the grant ($0.65 to $2.10), an illiquidity discount of 75%, expected dividend yield of 0%, historical volatility
calculated between 268% and 364%, risk-free interest rate between a range of 3.42% to 4.73%, and an expected term between 5 and 10
years. During the year ended December 31, 2023, Marc Fogassa exercised a total 1,115,000 options at a $0.98 weighted average
exercise price. These exercises were paid for with 386,420 options conceded in cashless exercises. As a result of the options
exercised, Jupiter Gold issued 728,580 shares of its common stock to Marc Fogassa.

Independence

 Our
Board of Directors has determined that Ambassador Roger Noriega, Cassiopeia Olson, Esq, and Stephen Petersen, CFA, are "independent"
as such term is defined with respect to directors by the Nasdaq Stock Market Rules. Please refer to our disclosures in "Overview
of Corporate Governance" and "Committees of our Board of Directors" for a more detailed discussion on these topics.

 Item
14. Principal Accounting Fees and Services.

 The
following table presents fees for professional audit services and other services rendered to us by BF Borgers CPA PC ("Borgers")
for our fiscal years ended December 31, 2023, and 2022.

 Fee Type

 2023

 2022

 Audit Fees (1)

 $
 88,000

 $
 44,820

 Audit-Related Fees (2)

 27,500

 —

 Tax Fees (3)

 —

 —

 All
 Other Fees (4)

 —

 —

 Total

 $
 115,500

 $
 44,820

 (1)
"Audit Fees" consist of fees billed for professional services rendered in connection with the audit of our annual financial
statements, review of our quarterly financial statements, and services that are normally provided by Borgers in connection with statutory
and regulatory filings or engagements.

 (2)
"Audit-Related Fees" consist of fees billed for professional services for assurance and related services that are
reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under
"Audit Fees."

 (3)
"Tax Fees" consist of fees billed for professional services rendered by Borgers for tax compliance, tax advice and tax
planning. There were no such fees billed by Borges during the last two fiscal years.

 (4)
"All Other Fees" consist of fees billed for products and services other than the services reported in Audit Fees, Audit-Related
Fees, and Tax Fees. There were no such fees billed by Borges during the last two fiscal years.

 Pre-Approval
Policies and Procedures

 All
services performed by, and fees paid to, Borgers for our fiscal years ended December 31, 2023, and 2022 were approved by
our Audit Committee. Before Borgers is engaged to perform services, the engagement is approved by our Audit Committee.

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules

 (a)

 Documents
 filed as part of this report.

 (i)

 Financial
 Statements - see Item 8. Financial Statements and Supplementary Data

 (ii)

 Financial
 Statement Schedules – None

 (Financial
 statement schedules have been omitted either because they are not applicable, not required, or the information required to be set
 forth therein is included in the financial statements or notes thereto.)

 (iii)

 Report
 of Independent Registered Public Accounting Firm.

 (iv)

 Notes
 to Financial Statements.

 (b)

 Exhibits

 The
 exhibits listed on the accompanying Exhibit Index are filed as part of this Annual Report.

 ATLAS
LITHIUM CORPORATION.

 TABLE
OF CONTENTS

 DECEMBER

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 5041)

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2023 and 2022

 Consolidated Statement of Stockholders' Equity

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

 Notes to the Consolidated Financial Statements

 F- 1

 Report
of Independent Registered Public Accounting Firm

 To
the shareholders and the board of directors of Atlas Lithium Corporation.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Atlas Lithium Corporation as of December 31, 2023 and 2022, the related
statements of operations, stockholders' equity, and cash flows for the years then ended, and the related notes
(collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in
all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and
its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United
States.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.

 Critical
Audit Matter

 Critical
audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments.

 We
determined that there are no critical audit matters.

 /S/
 BF Borgers CPA PC (PCAOB ID 5041)

 We
have served as the Company's auditor since 2015

 Lakewood,
CO

 March

 F- 2

 ATLAS

 CONSOLIDATED
BALANCE SHEETS

31, 2023 and December 31, 2022

 2023

 2022

 ASSETS

 Current assets:

 Cash and cash
 equivalents

 $
 29,549,927

 $
 280,525

 Accounts receivable

 -

 Taxes recoverable

 50,824

 17,705

 Prepaid
 and other current assets

 113,905

 47,093

 Total current assets

 29,714,656

 345,414

 Property and equipment,
 net

 6,407,735

 217,550

 Intangible assets, net

 7,115,644

 4,971,267

 Right of use assets - operating
 leases, net

 444,624

 -

 Investments

 -

 150,000

 Total
 assets

 $
 43,682,659

 $
 5,684,231

 LIABILITIES AND STOCKHOLDERS'
 EQUITY

 Current liabilities:

 Accounts payable and accrued
 expenses

 $
 4,487,647

 $
 2,776,474

 Derivative liabilities

 1,000,060

 -

 Convertible Debt

 67,024

 -

 Related party notes and other payables

 -

 21,493

 Operating
 lease liabilities

 114,994

 -

 Total current liabilities

 5,669,725

 2,797,967

 Convertible Debt

 9,703,700

 -

 Operating lease liabilities

 336,411

 -

 Deferred consideration
 from royalties sold

 18,600,000

 -

 Other
 noncurrent liabilities

 58,579

 78,964

 Total liabilities

 34,368,415

 2,876,931

 Stockholders' Equity:

 Series A preferred stock, $ 0.001 par value.
 1 share authorized; 1 share issued and outstanding as of December 31, 2023 and December 31, 2022

 Series D preferred stock,
 $ 0.001 par value. 1,000,000 shares authorized; 0 and 214,006 issued and outstanding as of December 31, 2023 and December 31, 2022,
 respectively

 -

 Preferred stock, value

 -

 Common stock, $ 0.001 par value. 200,000,000
 and 4,000,000,000 shares authorized as of December 31, 2023 and December 31, 2022, respectively and 12,763,581 and 5,110,014 shares
 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively

 12,764

 5,111

 Additional paid-in capital

 111,662,522

 62,258,116

 Accumulated other comprehensive
 loss

 ( 1,119,771
)

 ( 981,040
)

 deficit

 ( 101,664,519
)

 ( 60,270,994
)

 Total Atlas Lithium
 Co. stockholders' equity

 8,890,997

 1,011,408

 Non-controlling
 interest

 423,247

 1,795,892

 Total
 stockholders' equity

 9,314,244

 2,807,300

 Total
 liabilities and stockholders' equity

 $
 43,682,659

 $
 5,684,231

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

 F- 3

 ATLAS

 CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 For
the twelve months ending December 31, 2023 and 2022

 Twelve
 months ending December 31

 2023

 2022

 Revenue

 -

 6,765

 Cost of revenue

 -

 63,548

 Gross loss

 -

 ( 56,783
)

 Operating expenses

 General and administrative expenses

 10,303,340

 2,722,197

 Stock-based compensation

 15,609,698

 2,269,566

 16,553,830

 Other
 operating expenses

 121,176

 455,221

 Total
 operating expenses

 42,588,044

 5,446,984

 Loss from operations

 ( 42,588,044
)

 ( 5,503,767
)

 Other expense (income)

 Other expense (income)

 200,919

 155,812

 Fair value adjustments,
 net

 174,608

 Finance
 costs (revenue)

 ( 329,651
)

 Total
 other expense

 45,876

 155,812

 Loss
 before provision for income taxes

)

)

 Provision for income taxes

)

)

 Loss
 attributable to non-controlling interest

 ( 1,240,395
)

 ( 1,031,059
)

 Net
 loss attributable to Atlas Lithium Corporation stockholders

 $
 ( 41,393,525
)

 $
 ( 4,628,520
)

 Basic and diluted loss per share

 Net
 loss per share attributable to Atlas Lithium Corporation common stockholders

 $
 ( 4,11
)

 $
 ( 1.00
)

 Weighted-average number of common shares outstanding:

 Basic and diluted

 10,065,572

 4,610,681

 Comprehensive loss:

 $
)

 $
)

 Foreign
 currency translation adjustment

 ( 270,980
)

 ( 277,659
)

 Comprehensive loss

 ( 42,904,900
)

 ( 5,937,238
)

 Comprehensive
 loss attributable to noncontrolling interests

 ( 1,372,645
)

 ( 1,040,488
)

 Comprehensive
 loss attributable to Atlas Lithium Corporation stockholders

 $
 ( 41,532,256
)

 $
 ( 4,896,750
)

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

 F- 4

 ATLAS

 CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

 For
the Twelve Months Ended December 31, 2023 and 2022

 Value

 Value

 Value

 Capital

 Loss

 Deficit

 Interests

 (Deficit)

 A Preferred Stock

 D Preferred Stock

 Stock

 Additional
 Paid-in

 Other

 Comprehensive

 Noncontrolling

 Total

 Stockholders'

 Value

 Value

 Value

 Capital

 Loss

 Deficit

 Interests

 (Deficit)

 Balance,
 December 31, 2021

 $

 214,006

 $

 4,145,572

 $
 4,146

 $
 54,571,409

 $
 ( 712,810
)

 $
 ( 55,642,474
)

 $
 2,236,380

 $
 456,866

 connection with sales made

 -

 -

 -

 -

 696,808

 3,901,659

 -

 -

 -

 3,902,356

 under private offerings

 connection with purchase

 -

 -

 -

 -

 116,959

 999,883

 -

 -

 -

 1,000,000

 of mining rights

 Exercise of warrants

 135,631

 ( 136
)

 -

 Stock based compensation

 -

 -

 -

 -

 15,044

 2,269,551

 -

 -

 -

 2,269,566

 Change in foreign currency
 translation

 -

 -

 -

 -

 -

 -

 -

 ( 268,230
)

 -

 ( 9,429
)

 ( 277,659
)

 Sale of Jupiter Gold common
 stock in connection with

 equity offerings

 414,875

 75,000

 489,875

 Sale of Apollo Resources common
 stock in connection with

 equity offerings

 100,875

 525,000

 625,875

 -

 -

 -

 -

 -

 -

 -

 -

 ( 4,628,520
)

 ( 1,031,059
)

)

 Balance, December 31,
 2022

 $

 214,006

 $

 5,110,014

 $
 5,111

 $
 62,258,116

 $
 ( 981,040
)

 $
 ( 60,270,994
)

 $
 1,795,892

 $
 2,807,300

 F- 5

 A Preferred Stock

 D Preferred Stock

 Stock

 Additional
 Paid-in

 Other

 Comprehensive

 Noncontrolling

 Total

 Stockholders'

 Value

 Value

 Value

 Capital

 Loss

 Deficit

 Interests

 (Deficit)

 Balance, December

 $

 214,006

 $

 5,110,014

 $
 5,111

 $
 62,258,116

 $
 ( 981,040
)

 $
 ( 60,270,994
)

 $
 1,795,892

 $
 2,807,300

 Balance

 $

 214,006

 $

 5,110,014

 $
 5,111

 $
 62,258,116

 $
 ( 981,040
)

 $
 ( 60,270,994
)

 $
 1,795,892

 $
 2,807,300

 connection with sales made

 -

 -

 -

 -

 2,707,417

 2,707

 32,614,874

 -

 -

 -

 32,617,582

 under private offerings

 connection with sales made under private offerings

 -

 -

 -

 -

 2,707,417

 2,707

 32,614,874

 -

 -

 -

 32,617,582

 connection with purchase

 -

 -

 -

 -

 77,240

 749,923

 -

 -

 -

 750,000

 of mining rights

 connection with purchase of mining rights

 -

 -

 -

 -

 77,240

 749,923

 -

 -

 -

 750,000

 exchange for consulting, professional

 and other services

 -

 -

 -

 -

 136,860

 2,017,690

 -

 -

 -

 2,017,827

 exchange for consulting, professional and other services

 -

 -

 -

 -

 136,860

 2,017,690

 -

 -

 -

 2,017,827

 Exercise of options into Series
 D preferred stock

 -

 -

 108,000

 -

 -

 2,934

 -

 -

 -

 3,042

 Conversion of Convertible Preferred
 D stock into Common Stock

 -

 -

 ( 322,006
)

 ( 322
)

 4,293,409

 4,293

 -

 -

 -

 -

 3,971

 Exercise of warrants

 -

 -

 -

 -

 187,969

 1,155,972

 -

 -

 -

 1,156,158

 Stock based compensation

 -

 -

 -

 -

 250,672

 12,863,012

 -

 -

 -

 12,863,263

 Change in foreign currency
 translation

 -

 -

 -

 -

 -

 -

 -

 ( 138,731
)

 -

 ( 132,250
)

 ( 270,980
)

 Sale of Apollo Resources
 common stock in connection with equity offerings

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 41,393,525
)

 ( 1,240,395
)

)

 Balance, December 31,
 2023

 $

 -

 $
 -

 12,763,581

 $
 12,764

 $
 111,662,522

 $
 ( 1,119,771
)

 $
 ( 101,664,519
)

 $
 423,247

 $
 9,314,244

 Balance

 $

 -

 $
 -

 12,763,581

 $
 12,764

 $
 111,662,522

 $
 ( 1,119,771
)

 $
 ( 101,664,519
)

 $
 423,247

 $
 9,314,244

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

 F- 6

 ATLAS

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 For
the Twelve Months Ended December 31, 2023 and 2022

 2023

 2022

 Twelve
 months ending December 31

 2023

 2022

 Cash flows from operating activities of continuing
 operations:

 $
)

)

 Adjustments to reconcile
 net loss to cash used in operating activities:

 Stock based compensation
 and services

 15,609,698

 2,269,566

 Issuance of common stock
 in connection with purchase of mining rights

 750,000

 -

 Depreciation and amortization

 73,004

 13,806

 Interest expense

 87,422

 -

 Fair value adjustments

 174,608

 -

 Intangible assets purchase
 payables

 ( 1,080,783
)

 2,367,600

 General provisions

 795,035

 155,812

 Other non-cash expenses

 150,091

 -

 Changes in operating assets
 and liabilities:

 Accounts receivable

 -

 1,310

 Taxes recoverable

 ( 4,155
)

 ( 1,198
)

 Deposits and advances

 ( 66,812
)

 ( 29,847
)

 Accounts payable and accrued
 expenses

 1,136,876

 ( 568,038
)

 Deferred consideration
 from royalties sold

 20,000,000

 -

 Other
 noncurrent liabilities

 ( 20,382
)

 ( 29,962
)

 Net
 cash provided (used) by operating activities

 ( 5,029,318
)

 ( 1,480,530
)

 Cash flows from investing activities:

 Acquisition of capital
 assets

 ( 6,018,873
)

 ( 177,529
)

 Increase
 in intangible assets

 ( 1,063,594
)

 ( 2,668,827
)

 Net
 cash used in investing activities

 ( 7,082,467
)

 ( 2,846,356
)

 Cash flows from financing activities:

 Net proceeds from sale
 of common stock

 31,214,660

 4,502,356

 Cash
 received upon issuance of debt

 10,000,024

 -

 Net
 cash provided by financing activities

 41,214,684

 4,502,356

 Effect of exchange rates
 on cash and cash equivalents

 166,504

 82,279

 Net increase (decrease) in cash and cash equivalents

 29,269,402

 257,749

 Cash and cash equivalents
 at beginning of period

 280,525

 22,776

 Cash and cash equivalents
 at end of period

 $
 29,549,927

 $
 280,525

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

 F- 7

 ATLAS

 NOTES
TO THE 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
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America ("U.S. GAAP") and are expressed in United States dollars. For the years ended December 31, 2023 and 2022, the
consolidated financial statements include the accounts of the Company; its 99.9 % owned subsidiary, Atlas Litio Brasil Ltda. ("Atlas
Brasil"); its 58.71 % equity interest in Apollo Resources Corporation ("Apollo
Resources") and its subsidiaries Minera o Apollo, Ltda., Minera o Duas Barras Ltda. ("MDB")
and RST Recursos Minerais Ltda. ("RST"); and its 27.42 % equity interest in Jupiter Gold Corporation ("Jupiter Gold"),
which includes the accounts of Jupiter Gold's subsidiary, Minera o Jupiter Ltda. The Company has concluded that
Apollo Resources, Jupiter Gold and their subsidiaries are variable interest entities ("VIE") in accordance with applicable
accounting standards and guidance. As such, the accounts and results of Apollo Resources, Jupiter Gold and their subsidiaries have been
included in the Company's consolidated financial statements.

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

 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 from those estimates.

 Recent
Accounting Pronouncements

 Accounting
Standards Updates Adopted

 In
March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04
("ASU 2020-04"), Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,
which provides optional guidance for a limited period of time to ease the potential burden on accounting for contract modifications caused
by reference rate reform. In January 2021, ASU 2021-01, Reference Rate Reform (Topic 848): Scope was issued which broadened the scope
of ASU 2020-04 to include certain derivative instruments. In December 2022, ASU 2022-06, Reference Rate Reform (Topic 848): Deferral
of the Sunset Date of Topic 848, was issued which deferred the sunset date of ASU 2020-04. The guidance is effective for all entities
as of March 12, 2020 through December 31, 2024. The guidance may be adopted over time as reference rate reform activities occur and should
be applied on a prospective basis.

 There
have been no significant effects that may impact its financial statements and we do not believe that there are any other new
pronouncements that have been issued that might have a material impact on its financial position or results of
operations.

 F- 8

 Accounting
Standards Updates to Become Effective in Future Period

 In
August 2023, the FASB issued ASU 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial
Measurement, which clarifies the business combination accounting for joint venture formations. The amendments in the ASU seek to reduce
diversity in practice that has resulted from a lack of authoritative guidance regarding the accounting for the formation of joint ventures
in separate financial statements. The amendments also seek to clarify the initial measurement of joint venture net assets, including
businesses contributed to a joint venture. The guidance is applicable to all entities involved in the formation of a joint venture. The
amendments are effective for all joint venture formations with a formation date on or after January 1, 2025. Early adoption and retrospective
application of the amendments are permitted. We do not expect adoption of the new guidance to have a material impact on our consolidated
financial statements and disclosures.

 In
November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, amending reportable
segment disclosure requirements to include disclosure of incremental segment information on an annual and interim basis. Among the disclosure
enhancements are new disclosures regarding significant segment expenses that are regularly provided to the chief operating decision-maker
and included within each reported measure of segment profit or loss, as well as other segment items bridging segment revenue to each
reported measure of segment profit or loss. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15,
2023, and for interim periods within fiscal years beginning after December 15, 2024, and are applied retrospectively. Early adoption
is permitted. We are currently evaluating the impact of this update on our consolidated financial statements and disclosures.

 In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, amending income tax disclosure
requirements for the effective tax rate reconciliation and income taxes paid. The amendments in ASU 2023-09 are effective for fiscal
years beginning after December 15, 2024 and are applied prospectively. Early adoption and retrospective application of the amendments
are permitted. We are currently evaluating the impact of this update on our consolidated financial statements and disclosures.

 Fair
Value of Financial Instruments

 The
Company follows the guidance of Accounting Standards Codification ("ASC") Topic 820 – Fair Value Measurement and Disclosure.
Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used
in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the
most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability
and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect
our Company's assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes
three levels of inputs that may be used to measure fair value:

 Level
1. Observable inputs such as quoted prices in active markets.

 Level
2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

 Level
3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 F- 9

 As
of December 31, 2023, and 2022, the Company's derivative liabilities were considered a level 2 liability. See Note 2 for a discussion
regarding the determination of the fair market value. The Company does not have any level 3 assets or liabilities.

 The
Company's financial instruments consist of cash and cash equivalents, accounts receivable, taxes recoverable, prepaid and other
current assets, accounts payable, debt, related party notes and other payables, derivative instruments, other noncurrent liabilities
and accrued expenses. The carrying amount of these financial instruments approximates fair value due to either length of maturity or
interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements.

 Cash
and Cash Equivalents

 The
Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent
that the funds are not being held for investment purposes. The Company's bank accounts are deposited in FDIC insured institutions.
Funds held in U.S. banks are insured up to $ 250,000 and funds held in Brazilian banks are insured up to R$ 250,000 Brazilian Reais (translating
into approximately $ 51,639 as of December 31, 2023).

 Accounts
Receivable

 Accounts
receivable are customer obligations due under normal trade terms which are recorded at net realizable value. The Company establishes
an allowance for doubtful accounts based on management's assessment of the collectability of trade receivables. A considerable
amount of judgment is required in assessing the amount of the allowance. The Company makes judgments about the creditworthiness of each
customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the
future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance
will be required.

 Recovery
of bad debt amounts previously written off is recorded as a reduction of bad debt expense in the period the payment is collected. If
the Company's actual collection experience changes, revisions to its allowance may be required. After all attempts to collect a
receivable have failed, the receivable is written off against the allowance.

 Taxes
Receivable

 The
Company records a receivable for value added taxes receivable from Brazilian authorities on goods and services purchased by its Brazilian
subsidiaries. These taxes are recoverable through various methods, including via cash refund or as a credit against payroll, supplier
withholding taxes, or other taxes payable.

and Equipment

and equipment are stated at cost, net of accumulated depreciation. Major improvements and betterments are capitalized. Maintenance and
repairs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful life. At the time
of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and
any resulting gain or loss is reflected in the statements of operations as other gain or loss, net.

 F- 10

 The
processing plant and other machinery are depreciated over an estimated useful life of ten years; vehicles are depreciated over an estimated
life of five years; and computer and other office equipment over an estimated useful life of five years.

 Intangible
Assets

Properties and Mineral rights

 Costs
of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. Mineral property acquisition costs,
including licenses and lease payments, are capitalized. Although the Company has taken steps to verify title to mineral properties in
which it has an interest, these procedures do not guarantee the Company's rights. Such properties may be subject to prior agreements
or transfers and title may be affected by undetected defects.

losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows
estimated to be generated by those assets are less than the assets' carrying amount. As of December 31, 2023 and 2022, the Company
did not recognize any impairment losses related to mineral properties held.

 Other
Intangible Assets

 For
intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded
values. For intangible assets acquired in a non-monetary exchange, the estimated fair values of the assets transferred (or the estimated
fair values of the assets received, if more clearly evident) are used to establish their recorded values, unless the values of neither
the assets received nor the assets transferred are determinable within reasonable limits, in which case the assets received are measured
based on the carrying values of the assets transferred. Valuation techniques consistent with the market approach, income approach and/or
cost approach are used to measure fair value. Intangible assets consist of mineral rights awarded by the Brazilian national mining department
and held by the Company's subsidiaries.

of Intangible Assets with Indefinite Useful Lives

 The
Company accounts for intangible assets in accordance with Accounting Standards Codification ("ASC") 350, Intangibles –
Goodwill and Other ("ASC 350"). ASC 350 requires that intangible assets with indefinite useful lives no longer be amortized,
but instead be evaluated for impairment at least annually. On an annual basis, in the fourth quarter of the fiscal year, management reviews
intangible assets with indefinite useful lives for impairment by first assessing qualitative factors to determine whether the existence
of events or circumstances makes it more-likely-than-not that the fair value of an intangible asset is less than its carrying amount.
If it is determined that it is more-likely-than-not that the fair value of an intangible asset is less than its carrying amount, the
intangible asset is further tested for impairment by comparing the carrying amount to its estimated fair value using a discounted cash
flow. Impairment, if any, is measured as the amount by which an indefinite-lived intangible asset's carrying amount exceeds its
fair value.

 Application
of impairment tests requires significant management judgment, including the determination of fair value of each indefinite-lived intangible
asset. Judgment applied when performing the qualitative analysis includes consideration of macroeconomic, industry and market conditions,
overall financial performance of the entity, composition, or strategy changes affecting the recoverability of asset groups. Judgments
applied when performing the quantitative analysis includes estimating future cash flows, determining appropriate discount rates and making
other assumptions. Changes in these judgments, estimates and assumptions could materially affect the determination of fair value for
each indefinite-lived intangible asset.

 F- 11

of Long-Lived Assets

 For
long-lived assets, such as property and equipment and intangible assets subject to amortization, the Company continually monitors events
and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes
in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value
of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than
the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair
value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

 Variable
Interest Entities

 The
Company determines at the inception of each arrangement whether an entity in which the Company holds an investment or in which the Company
has other variable interests in is considered a variable interest entity. The Company consolidates VIEs when it is the primary beneficiary.
The primary beneficiary of a VIE is the party that meets both of the following criteria: (1) has the power to make decisions that most
significantly affect the economic performance of the VIE; and (2) has the obligation to absorb losses or the right to receive benefits
that in either case could potentially be significant to the VIE. Periodically, the Company assesses whether any changes in the interest
or relationship with the entity affect the determination of whether the entity is still a VIE and, if so, whether the Company is the
primary beneficiary. If the Company is not the primary beneficiary in a VIE, the Company accounts for the investment under the equity
method or cost method in accordance with the applicable GAAP.

 The
Company has concluded that Apollo Resources, Jupiter Gold and their subsidiaries are VIEs in accordance with applicable accounting standards
and guidance; and although the operations of Apollo Resources and Jupiter Gold are independent of the Company, through governance rights,
the Company has the power to direct the activities that are most significant to Apollo Resources and Jupiter Gold. Therefore, the Company
concluded that it is the primary beneficiary of both Apollo Resources and Jupiter Gold.

 Revenue
Recognition

 The
Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"). The core principle of
the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers
in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The
following five steps are applied to achieve that core principle:

 Step
 1: Identify the contract with the customer

 Step
 2: Identify the performance obligations in the contract

 Step
 3: Determine the transaction price

 F- 12

 Step
 4: Allocate the transaction price to the performance obligations in the contract

 Step
 5: Recognize revenue when the company satisfies a performance obligation

 In
order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in
the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606's definition of
a "distinct" good or service (or bundle of goods or services) if both of the following criteria are met:

 The
 customer can benefit from the good or service either on its own or together with other resources that are readily available to the
 customer

 The
 entity's promise to transfer the good or service to the customer is separately identifiable from other promises in the contract
 (i.e., If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle
 of goods or services is identified that is distinct.

 The
transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods
or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both.
When determining the transaction price, an entity must consider the effects of all of the following:

 Variable
 consideration

 Constraining
 estimates of variable consideration

 The
 existence of a significant financing component in the contract

 Non-cash
 consideration

 Consideration
 payable to a customer

 Variable
consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of
cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

 The
transaction price is allocated to each performance obligation on a relative standalone selling price basis.

 The
transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in
time or over time as appropriate.

 F- 13

 Costs
of Goods Sold

 Included
within costs of goods sold are costs of production such as diesel fuel, labor, and transportation.

 Stock-Based

 The
Company measures and records stock-based compensation expense in accordance with ASC Topic 718 for share-based payments related to stock
options, restricted stock, and performance-based awards granted to certain directors, employees and consultants. ASC 718 requires companies
to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the
employee's requisite service period. Under ASC 718, volatility is based on the historical volatility of our stock or the expected
volatility of the stock of similar companies. The expected life assumption is primarily based on historical exercise patterns and employee
post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield
curve in effect at the time of grant.

 The
fair value of stock options and performance awards without a market condition is estimated, at the date of grant, using the Black-Scholes
option-pricing model. The fair value of restricted stock awards and stock options with a market condition is estimated, at the date of
grant, using the Monte Carlo Simulation model. The fair value of restricted stock awards with a required lock-up period without a market
condition is estimated at the date of grant, using the Hull-White Lattice (binomial) model. The Black-Scholes, Monte Carlo Simulation,
and Hull-White Lattice valuation models incorporate assumptions as to stock price volatility, the expected life of options or awards,
a risk-free interest rate, illiquidity discount, and dividend yield. In valuing our stock options, significant judgment is required in
determining the expected volatility of our common stock and the expected life that individuals will hold their stock options prior to
exercising. Expected volatility for stock options is based on the historical and implied volatility of the Company's common stock
while the volatility for restricted stock awards with a market condition is based on the historical volatility of the Company's
own stock and the stock of companies within our defined peer group.

 Because
changes in the subjective assumptions can materially affect the estimated value of our employee stock options, it is management's
opinion that the valuation models may not provide an accurate measure of the fair value of our stock options, restricted stock and performance-based
awards. Although the fair value of stock options and restricted stock awards is determined in accordance with ASC Topic 718, that value
may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.

 Debt

 In
accordance with ASC 470, Debt ("ASC 470") the Company records its Convertible Notes at the aggregate principal amount,
less discount. The Company amortizes the debt discount over the life of the convertible notes as an additional non-cash interest expense
utilizing the effective interest method. Refer to Note 2 for additional information.

 Derivative
Instruments

 The Company evaluates its convertible debt, warrants or other contracts
to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance
with Topic 480 of the FASB ASC and Topic 815 of the FASB Accounting Standards Codification. The result of this accounting treatment is
that the fair value of the embedded derivative, if required to be bifurcated, is marked-to-market at each balance sheet date and recorded
as a liability. The change in fair value is recorded in the Statement of Operations as a component of other income or expense. Upon conversion
or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified
to equity.

 F- 14

 In circumstances where the embedded conversion option in a convertible
instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are
required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

 The classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially
classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the
reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether
net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.

 Foreign
Currency

 The
Company's foreign subsidiaries use a local currency as the functional currency. Resulting translation gains or losses are recognized
as a component of accumulated other comprehensive income. Transaction gains or losses related to balances denominated in a currency other
than the functional currency are recognized in the consolidated statements of operations. Net foreign currency transaction losses included
in the Company's consolidated statements of operations were negligible for all periods presented.

 Income
Taxes

 The
Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability
method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred
tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts
of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and rates on the date of enactment. As of December 31, 2023 and 2022, the Company's
deferred tax assets had a full valuation allowance.

 Under
ASC 740, a tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained
in a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely
of being realized on examination. For tax positions not meeting the "more likely than not" test, no tax benefit is recorded.
The Company has identified the United States Federal tax returns as its "major" tax jurisdiction.

 On
December 22, 2017, the United States enacted the Tax Cuts and Jobs Act ("TCJA"), which instituted fundamental changes to
the taxation of multinational corporations, including a reduction the U.S. corporate income tax rate to 21 % beginning in 2018.

 The
TCJA also requires a one-time transition tax on the mandatory deemed repatriation of the cumulative earnings of certain of the Company's
foreign subsidiaries as of December 31, 2017. To determine the amount of this transition tax, the Company must determine the amount of
earnings generated since inception by the relevant foreign subsidiaries, as well as the amount of non-U.S. income taxes paid on such
earnings, in addition to potentially other factors. The Company believes that no such tax will be due since its Brazilian subsidiaries
have, when required, paid taxes locally and that they have incurred a cumulative operating deficit since inception.

 F- 15

 Basic
Income (Loss) Per Share

 The
Company computes loss per share in accordance with ASC Topic 260, Earnings per Share, which requires presentation of both basic and diluted
earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common
shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all
dilutive potential common shares outstanding during the period. As of December 31, 2023, if all holders of preferred stock, options and
warrants exercised their right to convert their securities to common stock, the common stock issuable would be in excess of the Company's
authorized, but unissued shares of common stock.

 Other
Comprehensive Income

 Other
comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and
circumstances from non-owner sources, other than net income and including foreign currency translation adjustments.

 Reclassifications

 Certain
prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net
earnings (loss) or financial position.

 adoption
will have on its consolidated financial statements.

 NOTE
2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS

and Equipment

 The
following table sets forth the components of the Company's property and equipment at December 31, 2023 and 2022:

 SCHEDULE OF PROPERTY AND EQUIPMENT

 Net Book

 Net Book

 Cost

 Depreciation

 Value

 Cost

 Depreciation

 Value

 Capital assets subject to depreciation:

 Computers and office equipment

 $
 -

 $
 -

 $
 -

 $

 $
 ( 571
)

 $
 -

 Machinery and equipment

 -

 -

 -

 419,498

 ( 362,140
)

 57,358

 Vehicles

 -

 -

 -

 80,139

 ( 79,021
)

 1,118

 Land

 361,674

 -

 361,674

 159,074

 -

 159,074

 Prepaid Assets (CIP)

 6,046,061

 -

 6,046,061

 -

 -

 -

 Total
 fixed assets

 $
 6,407,735

 $
 -

 $
 6,407,735

 $
 659,282

 $
 ( 441,732
)

 $
 217,550

 For
the years ended December 31, 2023, and 2022, the Company recorded depreciation expense of $ 50,741 and $ 13,806, respectively recorded
in general and administrative expense.

 F- 16

 Intangible
Assets

 Intangible
assets consist of mining rights which are not amortized as the mining rights are perpetual. The carrying value of these mineral rights
as of December 31, 2023 and at December 31, 2022 was $ 7,115,644 and $ 4,971,267, respectively.

 The
Company previously reported it was acquiring five mineral rights totaling 1,090.88 hectares pursuant to a mineral rights purchase agreement
entered into on January 19, 2023 (the "Acquisition Agreement"). After a period of preliminary assessment, the Company and
the counterparty to the agreement agreed to revise the terms of the acquisition, following which the Company ultimately consummated the
acquisition of only one mineral right totaling 45.77 hectares. The mineral right is located in the municipalities of Ara ua
and Itinga, in a region known as "Lithium Valley" in the state of Minas Gerais in Brazil. The Company's obligations
under the Acquisition Agreement as revised are:

 Payment
 of $ 400,000, which payment took place on January 19, 2023, and

 Issuance
 of $ 750,000 worth of restricted shares of common stock of the Company which took place on February 1, 2023;

 As
of December 31, 2023, there are no outstanding commitments related to this transaction.

 Accounts Payable and Accrued Liabilities

 SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 Accounts payable and other accruals

 $
 3,406,864

 $
 408,874

 Mineral rights payable

 1,080,783

 2,367,600

 Total

 $
 4,487,647

 $
 2,776,474

 Leases

 Finance
Leases

 For
the reporting period ended December 31, 2023, 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 commercial
offices with third parties.

 The
lease agreements have terms between 2 to 4 years and the liability was measured at the present value of the lease payments discounted
using interest rates with a weighted average rate of 6.5 % which was determined to be the Company's incremental borrowing rate.
The continuity of the lease liabilities is presented in the table below:

OF OPERATING LEASE LIABILITY

 Lease liabilities at
 January 1, 2023

 $
 -

 Additions

 $
 466,887

 Interest expense

 $
 5,025

 Lease payments

 $
 ( 20,507
)

 Lease liabilities at

 $
 451,405

 Current
 portion

 $
 114,994

 Non-current portion

 $
 336,411

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

OF CONTRACTUAL UNDISCOUNTED CASH FLOWS

 Less than one year

 $
 144,132

 Year 2

 $
 151,060

 Year 3

 $
 138,305

 Year 4

 $
 92,965

 Total
 contractual undiscounted cash flows

 $
 526,462

 F- 17

 Convertible
Debt

 SCHEDULE OF CONVERTIBLE DEBT

 2022

 Due to Nanyang Investment Management Pte Ltd

 5,862,434

 -

 Due to Jaeger Investments Pty Ltd

 1,954,145

 -

 Due to Modha Reena Bhasker

 977,072

 -

 Due to Clipper Group Limited

 977,072

 -

 Total convertible debt

 $
 9,770,724

 $
 -

 Current portion

 $
 67,024

 Non-current portion

 $
 9,703,700

 On
November 7, 2023, the Company entered into a convertible note purchase agreement (the "November 7, 2023 Convertible Note Agreement")
with Mr. Martin Rowley ("Mr. 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, the Company issued $ 10,000,000
in convertible promissory notes under the terms of the November 7, 2023 Convertible Note Agreement, and there were no other
purchases and sales of the convertible promissory notes pursuant to the
November 7, 2023 Convertible Note Agreement. On the date of issuance, the Company 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 its consolidated statement of financial position, as further disclosed below. In the year
ended December 31, 2023, the Company recorded $ 67,024
in interest expense and $ 15,395
in accretion expense in the consolidated statement of operations and comprehensive loss ($ nil
and $ nil,
for the year ended December 31, 2022).

 Derivative
Liabilities

 SCHEDULE OF DERIVATIVE LIABILITIES

 2022

 Derivative liability - conversion feature on the convertible debt

 486,303

 -

 Derivative liability - restricted stock awards

 513,757

 -

 Total derivative liabilities

 $
 1,000,060

 $
 -

 a)
Derivative liability – embedded conversion feature on convertible debt

 On
November 7, 2023, the Company issued convertible promissory notes to Mr. Rowley and other investors as further disclosed in Note 2.
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
statement of financial position. The derivative liability is measured at fair value through profit or loss.

 F- 18

 On
origination at November 7, 2023, the fair value of the embedded conversion feature was determined to be $ 311,695 using a Black-Scholes
collar option pricing model with the following assumptions:

OF FAIR VALUE EMBEDDED CONVERSION PRICING MODEL ASSUMPTION

 Value cap

 Value floor

 Measurement date

 November 7, 2023

 November 7, 2023

 Number of options

 354,297

 354,297

 Stock price at fair value measurement date

 $
 22.8200

 $
 22.8200

 Exercise price

 $
 28.2250

 $
 35.2813

 111.81
 %

 111.81
 %

 4.64
 %

 4.64
 %

 0.00
 %

 0.00
 %

 Expected term (years)

 3.00

 3.00

 At
December 31, 2023, the fair value of the embedded conversion feature was determined to be $ 486,304 using a Black-Scholes collar option
pricing model with the following assumptions:

 Value cap

 Value floor

 Measurement date

 Number of options

 354,297

 354,297

 Stock price at fair value measurement date

 $
 31.2800

 $
 31.2800

 Exercise price

 $
 28.2250

 $
 35.2813

 99.42
 %

 99.42
 %

 3.97
 %

 3.97
 %

 0.00
 %

 0.00
 %

 Expected term (years)

 2.85

 2.85

 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 year ended December 31, 2023, the Company recognized a $ 174,608 loss on changes in fair value of financial instruments in the consolidated
statement of operations and comprehensive loss ($ nil, in the year ended December 31, 2022).

 b)
Derivative liability – restricted stock unit ("RSU") awards

 On
September 30, 2023, the Company granted RSU awards to one of its executive officers that provide for the issuance of up
to a maximum of 1.4 %
of the Company's Common Stock outstanding, in seven equal tranches of 0.2 %
of the Company's Common Stock outstanding, with an expiry date of December 31, 2026 and market vesting conditions as
follows:

 -

 1: when the Company achieves a $ 200 million market capitalization

 -

 2: when the Company achieves a $ 300 million market capitalization

 -

 3: when the Company achieves a $ 400 million market capitalization

 -

 4: when the Company achieves a $ 500 million market capitalization

 -

 5: when the Company achieves a $ 600 million market capitalization

 -

 6: when the Company achieves a $ 700 million market capitalization

 -

 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 September 30, 2023, the grant date fair value of these awards was $ 2,517,300, as determined a Monte Carlo Simulation valuation method
according to the assumptions disclosed in Note 5. In the year ended December 31, 2023, the Company recognized $ 513,757 in stock-based
compensation expense in the consolidated statement of operations and comprehensive loss, met the market conditions for Tranche 1 and
Tranche 2, and issued 40,533 shares of Common Stock to the executive officer.

 As
at December 31, 2023, Tranche 3, Tranche 4, Tranche 5, Tranche 6 and Tranche 7 remain outstanding and unvested, and the total fair value
of these restricted stock awards outstanding was $ 1,550,576, as measured using a Monte Carlo Simulation with the following ranges of
assumptions: the Company's stock price on the December 31, 2023 measurement date, expected dividend yield of 0 %, expected volatility
between 72.3 % and 89.3 %, risk-free interest rate between a range of 4.79 % to 5.41 %, and an expected term between 3 months and 12 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.

 F- 19

 NOTE
3 – DEFERRED CONSIDERATION FROM ROYALTIES SOLD

 On
May 2, 2023, the Company and Atlas Litio Brasil Ltda. (the "Company Subsidiary"), 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 the Company Subsidiary 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 the Company Subsidiary from the sale of products from certain 19 mineral rights and properties that are located in Brazil and held
by the Company Subsidiary.

 For
the transaction above the Company agreed with the intermediary to issue 72,995 finder shares worth 7 % of $ 20,000,000, which represents
$ 1,400,000.

 On
the same day, the Company Subsidiary and LRC entered into a Gross Revenue Royalty Agreement (the "Royalty Agreement") pursuant
to which the Company Subsidiary granted LRC the Royalty and undertook to calculate and make royalty payment on a quarterly basis commencing
from the first receipt of the sales proceeds with respect to the products from the Property. The Royalty Agreement contains other customary
terms, including but not limited to, the scope of the gross revenue, the Company Subsidiary's right to determine operations, and
LRC's information and audit rights. Under the Royalty Agreement, the Company Subsidiary also granted LRC an option to purchase
additional royalty interest with respect to certain additional Brazilian mineral rights and properties on the same terms and conditions
as the Royalty, at a total purchase price of $ 5,000,000.

 NOTE
4 – OTHER NONCURRENT LIABILITIES

 Other
noncurrent liabilities are comprised solely of social contributions and other employee-related costs at our operating subsidiaries located
in Brazil. The balance of these employee related costs as of December 31, 2023 and 2022 amounted to $ 58,579
and $ 78,964,
respectively.

 NOTE
5 – STOCKHOLDERS' EQUITY

 Authorized
Stock and Amendments

 On July 18, 2022, the board of directors of the Company (the "Board
of Directors" or "Board") adopted resolutions to effect a reverse stock split of the Company's issued and outstanding
shares of common stock at a ratio of 1-for-750 without affecting the number of shares of authorized common stock (the "Originally
Intended Reverse Stock Split"). The holder of the majority voting power of our voting stock (the "Majority Stockholder")
approved the Originally Intended Reverse Stock Split by written consent on July 18, 2022, in lieu of a meeting of stockholders as permitted
under the Nevada Revised Statute ("NRS") Section 78.320(2) and the company's bylaws, as then amended (the "Bylaws").
For additional information on the Originally Intended Reverse Stock Split, refer to the Definitive Information Statement filed by the
Company with the U.S. Securities and Exchange Commission (the "SEC" or the "Commission") on July 29, 2022 (the
"2022 Information Statement") and the Form 8-K filed by the Company with the Commission on December 22, 2022, both available
on EDGAR at www.sec.gov.

 F- 20

 On December 20, 2022, the Company filed a Certificate of Amendment to its
Articles of Incorporation with the Secretary of State of the State of Nevada ("SOS") that was intended to effect the Originally
Intended Reverse Stock Split (the "Original Articles Amendment"). In April 2023, the Board of Directors determined (i) that
the Original Articles Amendment inaccurately stated that the Originally Intended Reverse Stock Split was obtained by a stockholder vote
under NRS 78.390, while approval of the stockholders was required under NRS 78.2055, with the holders of common stock voting as a separate
class; and (ii) that the Original Articles Amendment was a nullity in that, under Nevada law, filing an amendment to articles of incorporation
is not necessary to effectuate a reverse stock split. As a result, the Board of Directors determined that it would be in the best interest
of the Company to take corrective action to remedy the inaccuracy and to file the documents that would have been necessary to effectuate
a 1-for-750 reverse stock split of the issued and outstanding common stock with a corresponding split of the authorized common
stock (the "Rectified Reverse Stock Split") and then immediately thereafter increase the number of shares of authorized common
stock back to the number it was prior to the Rectified Reverse Stock Split as of December 20, 2022.

 Pursuant to the action of the
Company's board of directors by unanimous written consent on April 21, 2023, the board of directors authorized and approved
(i) the Certificate of Correction to correct the Original Articles Amendment (the "Certificate of Correction"), and (ii)
the Certificate of Change Pursuant to NRS 78.209 (the "Certificate of Change") including the Certificate of Validation
of the Certificate of Change (the "Change Validation Certificate") in order to decrease the number of shares of the
Company's issued and outstanding shares of common stock and correspondingly decrease the number of authorized shares of common
stock, each at a ratio of 1-for-750, retroactively effective as of December 20, 2022, without a vote of the stockholders. The board
of directors also directed that the Company file the Certificate of Correction with the SOS and thereafter file the Certificate of
Change including the Change Validation Certificate with the SOS. Pursuant to the NRS, no stockholder approval for this action was
required. On May 25, 2023, the Company filed the Certificate of Correction and Certificate of Change including the Change Validation
Certificate with the SOS, as also reported in Exhibits 3.2 and 3.1, respectively, to the Form 8-K filed by the Company with the
Commission on May 25, 2023.

 To
carry out the original intent of the Originally Intended Reverse Stock Split and in light of the correction, ratification and validation
of the Rectified Reverse Stock Split as described above, the Company's Board of Directors and the Majority Stockholder approved
on April 21, 2023 the Authorized Capital Increase Amendment to increase the authorized number of shares of common stock from 5,333,334
shares to 4,000,000,000 shares retroactively as of December 20, 2022, in accordance with the board's and stockholders' original
intent in effecting the Originally Intended Reverse Stock Split.

 Further,
the Board of Directors determined that it was advisable and in the best interests of the Company to amend and restate the Company's
articles of incorporation (as amended to date, the "Current Articles") to decrease the number of shares of authorized common
stock to two hundred million ( 200,000,000) and to amend certain other provisions in the Company's Current Articles (the "Amended
and Restated Articles"). The Board of Directors and the Majority Stockholder determined to decrease the number of shares of our
authorized common stock in order to reduce the number of shares available for issuance given that the large number of shares of common
stock authorized for issuance may have a perceived negative impact on any potential future efforts to attract additional financing due
to the dilutive effect of having such a large number of shares available for issuance. On April 21, 2023, the Company's board of
directors and the Majority Stockholder approved the Amended and Restated Articles. Following the effectiveness of the Certificate of
Correction and the Certificate of Change including the Change Validation Certificate filed with the SOS, on May 25, 2023, the Company
filed the Amended and Restated Articles, as also reported in Exhibit 3.3 of the Form 8-K filed by the Company with the Commission on
May 26, 2023.

 The
foregoing corporate actions were disclosed in the Definitive Information Statement on Schedule 14C (the "Information Statement")
filed by the Company with the Commission on May 2, 2023. As also contemplated in the Information Statement, on May 25, 2023, the Company
also filed with the SOS a Certificate of Withdrawal of Designation of the Series B Convertible Preferred Stock and the Certificate of
Withdrawal of Designation of the Series C Convertible Preferred (collectively, the "Certificates of Withdrawal"). The filings
of the Certificates of Withdrawals were effective as of May 25, 2023.

 F- 21

 As
of December 31, 2022, the Company had 4,000,000,000 common shares authorized with a par value of $ 0.001 per share. Pursuant to the vote
by a written consent dated April 21, 2023, of the Company's Majority Stockholder, entitled to 51% of the voting power of the Company's
issued and outstanding voting stock, the number of shares of the Company's authorized common stock was decreased to 200,000,000
shares. As of December 31, 2023, the Company had 200,000,000 authorized shares of common stock, with a par value of $ 0.001 per share.

 Reverse
Stock Split

 In
connection with the Originally Intended Reverse Stock Split, as corrected by the Rectified Reverse Stock Split, the Company effectuated
as of December 20, 2022 a reverse stock split of our issued and outstanding shares of common stock at a ratio of 1-for-750 (the "Reverse
Stock Split"). Following the Reverse Stock Split, each 750 shares of our issued and outstanding shares of common stock were automatically
converted into one issued and outstanding share of common stock, without any change in par value per share. No fractional shares were
issued as a result of the Reverse Stock Split and no cash or other consideration was paid. Instead, we issued one whole share of the
post-split common stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.
As rectified, the Reverse Stock Split did not affect the number of shares of authorized stock. All share, equity award, and per share
amounts contained in these Consolidated Financial Statements have been adjusted to reflect the Reverse Stock Split for all prior periods
presented.

A Preferred Stock

 On
December 18, 2012, the Company filed with the Nevada Secretary of State a Certificate of Designations, Preferences and Rights of Series
A Convertible Preferred Stock ("Series A 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 Stock is issued
and outstanding, the holders of Series A Stock shall vote together as a single class with the holders of the Company's common stock,
with the holders of Series A Stock being entitled to 51% of the total votes on all such matters regardless of the actual number of shares
of Series A 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 Stock has been held by our Chief Executive
Officer and Chairman, Mr. Marc Fogassa since December 18, 2012.

D Preferred Stock

 On
September 16, 2021, the Company filed with the Nevada Secretary of State a Certificate of Designations, Preferences and Rights of Series
D Convertible Preferred Stock ("Series D Stock") to designate 1,000,000 shares of a new series of preferred stock. The Certificate
of Designations, Preferences and Rights of Series D Convertible Preferred Stock (the "Series D COD") provides that for so
long as Series D Stock is issued and outstanding, the holders of Series D Stock shall have no voting power until such time as the Series
D Stock is converted into shares of common stock. Pursuant to the Series D COD one share of Series D Stock is convertible into 10,000
shares of common stock and may be converted at any time at the election of the holder. Giving effect to the Reverse Stock Split discussed
above, each share of Series D Stock is effectively convertible into 13 and 1/3 shares of common stock. Holders of the Series D Stock
are not entitled to any liquidation preference over the holders of common stock and are entitled to any dividends or distributions declared
by the Company on a pro rata basis.

 F- 22

 Year
Ended December 31, 2022, Transactions

the year ended December 31, 2022, the Company issued 832,439 shares of common stock for gross proceeds of $ 3,901,524 pursuant to subscription
agreements with accredited investors. Additionally, the Company issued 116,959 shares of common stock valued at $ 1,000,000 as part of
a payment for a lithium mining rights purchase.

 Year
Ended December 31, 2023, Transactions

 On
January 9, 2023, the Company, entered into an underwriting agreement (the "Underwriting Agreement") with EF Hutton, division
of Benchmark Investments, LLC, as representative of the underwriters named therein (the "Representative"), pursuant to which
the Company agreed to sell an aggregate of 675,000 shares of the Company's common stock, to the Representative, at a public offering
price of $ 6.00 per share (the "Offering Price") in a firm commitment public offering (the "Offering"). The Company
also granted the Representative a 45-day option to purchase up to 101,250 additional shares of the Company's common stock upon
the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering (the "Over-Allotment
Option"). On January 11, 2023, the Representative delivered its notice to exercise the Over-Allotment Option in full.

 The
shares of common stock were offered by the Company pursuant to a registration statement on Form S-1, as amended (File No. 333-262399)
filed with the Commission and declared effective on January 9, 2023 (the "Registration Statement"). The consummation of the
Offering took place on January 12, 2023 (the "Closing").

 In
connection with the Closing, the Company issued to the Representative, and/or its permitted designees, as a portion of the underwriting
compensation payable to the Representative, warrants to purchase an aggregate of 33,750 shares of common stock, equal to 5 % of the number
of shares of common stock sold in the Offering (excluding the Over-Allotment option), at an exercise price of $ 7.50, equal to 125 % of
the Offering Price (the "Representative's Warrants"). The Representative's Warrants are exercisable for a period
of five years from the effective date of the Registration Statement, provided that they are subject to a mandatory lock-up for 180 days
from the commencement of sales of the Offering in accordance with FINRA Rule 5110(e). Aggregate gross proceeds from the Offering were
$ 4,657,500.

 The
Company previously reported it was acquiring five mineral rights totaling 1,090.88 hectares pursuant to a mineral rights purchase agreement
entered into on January 19, 2023 (the "Acquisition Agreement"). After a period of preliminary assessment, the Company and
the counterparty to the agreement agreed to revise the terms of the acquisition, following which the Company ultimately consummated the
acquisition of only one mineral right totaling 45.77 hectares. The mineral right is located in the municipalities of Ara ua
and Itinga, in a region known as "Lithium Valley" in the state of Minas Gerais in Brazil. The Company's obligations
under the Acquisition Agreement as revised are:

 Payment
 of $ 400,000, which payment took place on January 19, 2023, and

 issuance
 of $ 750,000 worth of restricted shares of common stock of the Company which took place on February 1, 2023;

 F- 23

 On
January 30, 2023, the company entered into a Securities Purchase Agreement (the "Purchase Agreement") with two investors
(the "Investors"), pursuant to which the Company agreed to issue and sell to the Investors in a Regulation S private placement
(the "Private Placement") an aggregate of 640,000 restricted shares of the Company's common stock (the "Shares").
The purchase price for the Shares was $ 6.25 per share, for total gross proceeds of $ 4,000,000. The Private Placement transaction closed
on February 1, 2023.

 On
November 29, 2023 the company entered into two securities purchase agreements (the " Purchase Agreements "),
with certain accredited investors (the " Investors ") pursuant to which the Company agreed to sell and issue 167,954
shares of its common stock, par value $ 0.001
per share (the " Registered Shares ") to each Investor in a registered direct offering (the
" Registered Offering ") at a purchase price of $ 29.77
per share. for total gross proceeds of approximately $ 9.9
million after deducting offering expenses paid by the Company. The registered offering took place on December 6, 2023.

 Additionally,
during the twelve months ended December 31, 2023, the Company sold an aggregate of 192,817 shares of our common stock to Triton Funds,
LP for total gross proceeds of $ 1,675,797 pursuant to a Common Stock Purchase Agreement (the "CSPA") entered into between
the Company and Triton Funds, LP, dated February 26, 2021. For a description of the transactions contemplated under the CSPA, please
refer to our Form 8-K filed with the Commission on March 2, 2021.

 On
May 26, 2023, our CEO and Chairman, Mr. Marc Fogassa, elected to convert 214,006 shares of Series D Stock, representing all of his outstanding
shares of Series D Stock at that time, into shares of common stock. As a result, of such conversion, the Company issued Mr. Fogassa 2,853,413
new shares of common stock.

 Private
Placement

 On
July 18, 2023, the Company consummated a transaction with four investors, pursuant to which the Company agreed to issue and sell to the
Investors in a Regulation S private placement an aggregate of 526,317 restricted shares of the Company's common stock, par value
$ 0.001 per share. The purchase price for the Shares was $ 19.00 per share, for total gross proceeds of $ 10,000,023. The Company currently
intends to use the proceeds from the Private Placement for general working capital purposes. The Investors each made customary representations,
warranties and covenants, including, among other things, that each of the Investors is a "non-U.S. Person" as defined in
Regulation S, and that they were not solicited by means of generation solicitation. No broker-dealer or private placement agent was involved
in the Private Placement. The Company entered into a certain technical services agreement with one of the Investors with experience in
the lithium industry.

 2023
Stock Incentive Plan

 On
May 25, 2023, the Board approved the 2023 Stock Incentive Plan (the "Plan") which enables the grant of stock options, stock
appreciation rights, restricted stock, performance shares, stock unit awards, other stock-based awards, and performance-based cash awards,
each of which may be granted separately or in tandem with other awards. The number of shares of Company's common stock issuable
pursuant to Plan will be equal to 2,000,000 shares. For a description of the 2023 Stock Incentive Plan, please refer to the Company's
Revised Definitive Information Statement on Schedule 14C filed with the Commission on June 5, 2023.

 F- 24

Stock Options

the years ended December 31, 2023 and 2022, the Company granted options to purchase common stock to officers, consultants and non-management
directors. The options were valued using the Black-Scholes option pricing model with the following ranges of assumptions:

 SCHEDULE OF
BLACK-SCHOLES OPTION PRICING MODEL

 103.60 %
 – 104.80
 %

 216.34 %
 – 354.13
 %

 3.40 %
 – 3.82
 %

 1.44 %
 – 2.56
 %

 Stock price on date of grant

 $
 7.22
 - $ 19.75

 $
 0.75
 - $ 6.4125

 0.00
 %

 0.00
 %

 Expected
 term

 1.5
 years

 years

 Changes
in common stock options for the years ended December 31, 2023 and 2022 were as follows:

 SCHEDULE OF COMMON
STOCK OUTSTANDING

 of Options Outstanding and Vested

 Average Exercise Price

 Remaining
 Contractual Life (Years)

 Outstanding
 and vested,
January 1, 2023

 178,672

 $
 0.1219

 1.55

 $
 1,228,972

 Issued (1)

 80,000

 13.50

 Exercised (2)

 ( 207,141
)

 1.4151

 Expired

 ( 864
)

 0.7500

 50,667

 $
 15.9474

 2.40

 $
 776,864

 of Options Outstanding and Vested

 Average Exercise Price

 Remaining
 Contractual Life (Years)

January
 1, 2022

 6,546

 $
 8.2500

 2.74

 $
 19,675

 Issued (3)

 174,697

 0.1063

 Expired

 ( 2,571
)

 19.7541

December 31, 2022

 178,672

 $
 0.1219

 1.55

 $
 1,228,972

 1)

 In
 the year ended December 31, 2023, 80,000 common stock options were issued with a grant date fair value of $ 446,726.

 2)

 In
 the year ended December 31, 2023, common stock option holders exercised a total 207,141 options at a weighted average exercise price
 of $ 1.4151 to purchase 206,599 shares of the Company's common stock. The exercises were paid for with (i) $ 281,134 in cash
 proceeds to the Company and (ii) 542 options conceded in cashless exercises. As a result of the options exercised, the Company issued
 206,599 shares of common stock.

 3)

 In
 the year ended December 31, 2022, 174,697 common stock options were issued with a grant date fair value of $ 58,685.

 F- 25

year ended December 31, 2023, the Company recorded $ 446,726 in stock-based compensation expense from common stock options in the consolidated
statements of operations and comprehensive loss ($ 58,685, during the year ended December 31, 2022).

D Preferred Stock Options

the years ended December 31, 2023 and 2022, the Company granted options to purchase series D stock to directors of the Company. All
Series D preferred stock options granted vested immediately at the grant date and were exercisable for a period of ten years from the
date of issuance. The options were valued using the Black-Scholes option pricing model with the
following ranges of assumptions:

OF OPTIONS FAIR VALUE ASSUMPTIONS

 135.81 %
 – 154.32
 %

 216.55 %
 – 290.40
 %

 3.42 %
 – 4.73
 %

 1.51 %
 – 4.05
 %

 Stock price on date of grant

 $
 7.0000
 - $ 38.8900

 $
 4.7250
 - $ 12.3750

 0.00
 %

 0.00
 %

 Expected
 term

 years

 years

 Changes
in Series D preferred stock options for the years ended December 31, 2023 and 2022 were as follows:

 SCHEDULE OF PREFERRED STOCK

 of Options Outstanding and Vested

 Average Exercise Price(a)

 Remaining
 Contractual
 Life
 (Years)

January
 1, 2023

 72,000

 $
 0.10

 8.94

 $
 6,712,800

 Issued (1)

 36,000

 0.10

 Exercised (2)

 ( 108,000
)

 0.10

 2023

 -

 $
 -

 -

 $
 -

 F- 26

 of Options Outstanding and Vested

 Average Exercise Price(a)

 Remaining
 Contractual
 Life
 (Years)

January
 1, 2022

 36,000

 $
 0.10

 9.44

 $
 2,732,400

 Issued (3)

 36,000

 0.10

December 31, 2022

 72,000

 $
 0.10

 8.94

 $
 6,712,800

 (a)
 Represents
 the exercise price required to purchase one share of Series D Stock, which is convertible
 into 13 and 1/3 shares of common stock at any time at the election of the holder.

 1)

 In
 the year ended December 31, 2023, 36,000 Series D preferred stock options were issued with a total grant date fair value of $ 2,507,766,

 2)

 In
 the year ended December 31, 2023, Series D preferred stock option holders exercised a total 108,000 options at an exercise price
 of $ 0.10 to purchase 108,000 shares of the Company's Series D Stock. The exercises were paid for with $ 10,800 in cash proceeds
 to the Company. As a result of the Series D preferred stock options exercised, the Company issued 108,000 shares of Series D Stock.
 The stockholders of the Series D Stock subsequently converted 108,000 shares of Series D Stock into 1,439,996 shares of common stock.

 3)

 In
 the year ended December 31, 2022, 36,000 Series D preferred stock options were issued with a total grant date fair value of $ 854,946.

year ended December 31, 2023, the Company recorded $ 2,507,766 in stock-based compensation expense from Series D preferred stock options
in the consolidated statements of operations and comprehensive loss ($ 854,946, during the year ended December 31, 2022). As
at December 31, 2023, there are no Series D preferred stock options outstanding and no shares of Series D Stock outstanding.

Stock Purchase Warrants

 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.

the years ended December 31, 2023 and 2022, the Company issued common stock purchase warrants to investors, finders and brokers in connection
with the Company's equity financings. All warrants vest within 180 days from issuance and are exercisable for a period of one to
five years from the date of issuance. The common stock purchase warrants were valued using the Black-Scholes option pricing model with
the following ranges of assumptions:

OF WARRANT ASSUMPTION

 101.39 %
 – 127.17
 %

 188.48 %
 – 197.45
 %

 3.43 %
 – 3.83
 %

 2.79 %
 – 3.79
 %

 Stock price on date of grant

 $
 8.10
 - $ 20.28

 $
 7.5750
 - $ 12.6750

 0.00
 %

 0.00
 %

 Expected term

 1.5
 to 5 years

 2.0
 to 3.3 years

 F- 27

 Changes
in common stock purchase warrants for the years ended December 31, 2023 and 2022 were as follows:

OF WARRANT ACTIVITY

 of Warrants
 Outstanding
 and Vested

 Average Exercise Price

 Average Contractual Life (Years)

 Outstanding and vested, January 1, 2023

 321,759

 $
 12.8634

 1.30

 $
 -

 Warrants issued (1)

 241,446

 8.5677

 Warrants exercised (2)

 ( 507,444
)

 8.2857

 Outstanding and vested, December 31, 2023

 55,761

 $
 10.6087

 1.34

 $
 1,152,654

 of Warrants Outstanding and Vested

 Average Exercise Price

 Average Contractual Life (Years)

 Intrinsic

 Value

 Outstanding and vested, January 1, 2022

 406,270

 $
 11.4750

 1.97

 $
 -

 Warrants issued (3)

 69,730

 5.1090

 Warrants exercised (4)

 ( 154,230
)

 5.7008

 Outstanding and vested, December 31, 2022

 321,770

 $
 12.8634

 1.30

 $
 -

 1)

 The
 warrants issued in the year ended December 31, 2023 had a total grant date fair value of $ 2,158,116.

 2)

 the year ended December 31, 2023, warrant holders exercised a total 507,444 warrants to purchase 446,948 shares of the Company's
 common stock. The warrant exercises were executed with exercise prices ranging between $ 5.1085 and $ 15.00 per share and were paid
 for with (i) $ 1,774,608 in cash proceeds to the Company and (ii) 60,496 warrants conceded in cashless exercises. As a result of the
 warrants exercised, the Company issued 446,948 shares of common stock.

 3)

 The
 warrants issued in the year ended December 31, 2022 had a total grant date fair value of $ 853,397.

 F- 28

 4)

 the year ended December 31, 2022, warrant holders exercised a total 154,230 warrants to purchase 135,631 shares of the Company's
 common stock. The warrant exercises were executed with exercise prices ranging between $ 4.3125 and $ 8.025 per share and were paid
 for with (i) $ 600,159 in cash proceeds to the Company and (ii) 18,610 warrants conceded in cashless exercises. As a result of the
 warrants exercised, the Company issued 135,631 shares of common stock.

year ended December 31, 2023, the Company recorded the following as a result of the Company's common stock purchase warrants: (i)
$ 1,961,661 in stock-based compensation expense in the consolidated statements of operations and comprehensive loss and (ii) $ 196,454
in share issuance costs in the consolidated statement of changes in equity ($ 853,397 and $ nil, during the year ended December 31, 2022).

 Restricted
Stock Units

the year ended December 31, 2023, the Company granted RSUs to certain officers, consultants and directors of the Company. The RSUs were
granted with varying vesting conditions as tailored to each recipient. Each RSU is redeemable for one share of the Company's Common
Stock immediately upon vesting. The RSUs granted with immediate-vesting, time-vesting, and performance-vesting conditions were as follows:

 1)

 204,904 RSUs which vested
 immediately upon grant.

 2)

 88,653 RSUs awarded to
 finders which vested upon completion of the Company's royalty financing and equity financings in the period.

 3)

 226,364 RSUs which time-vest
 as follows: 71,405 vesting in 2024, 69,405 vesting in 2025, 54,404 vesting in 2026, and 31,150 vesting in 2027

 4)

 623,000 RSUs which vest
 upon achieving certain performance milestones at our Neves Project.

 These
RSUs granted with immediate-vesting, time-vesting, and performance-vesting conditions were issued with a total grant date fair value
of $ 23,037,701, including $ 849,340 measured using Hull-White lattice binomial model for awards with escrow requirements and $ 22,188,361
measured using the Company's 20-day volume weighted average price trailing to the date the RSU was granted.

the year ended December 31, 2023, the Company granted RSUs with market-vesting conditions as follows:

 1)

 77,000 RSUs which shall
 vest upon achieving certain market capitalization milestones ranging between $ 500 million and $ 2 billion. These were designated as
 equity-classified awards and are measured at amortized cost.

 2)

 A quantity of RSUs which
 shall vest in seven individual tranches equivalent to 0.20 % of the Company's common stock outstanding each, up to a maximum
 of 1.4 %, if and when the Company's market capitalization achieves progressive milestones ranging from $ 200 million to $ 1 billion.
 These were designated as liability-classified awards and are measured at fair value through profit or loss.

 These
RSUs with market-vesting conditions were issued with a total grant date fair value of $ 3,068,763, as measured using a Monte Carlo Simulation
 with the following ranges of assumptions: the Company's stock price on the grant dates ($ 23.81
to $ 30.61), expected dividend yield of 0 %, expected volatility between 82.80 % and 102.49 %, risk-free interest rate between a range of
 5.09 % to 5.53 %, and an expected term between 6 months and 3 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.

 During year ended
December 31, 2023, the Company recorded the following as a result of the Company's RSU activity: (i) 220,437 RSUs were redeemed
for common shares issued ( nil, during the year ended December 31, 2022), and (ii) $ 9,926,951 in stock-based compensation expense ($ nil,
during the year ended December 31, 2022). As of December 31, 2023, the Company had 1,167,652 RSUs outstanding including 115,653 vested
and 1,051,999 unvested, and had a $ 513,756 derivative liability outstanding from liability-classified awards (December 31, 2022: nil
outstanding and a $ nil derivative liability).

 F- 29

 NOTE
6 – COMMITMENTS AND CONTINGENCIES

 The following table summarizes certain of Atlas's contractual obligations at December 31, 2023 (in thousands):

 SCHEDULE OF CONTRACTUAL OBLIGATIONS

 Total

 Less
 than 1 Year

 1-3
 Years

 3-5
 Years

 More
 than 5 Years

 processing plant construction (1)

 $
 7,680,785

 $
 7,680,785

 $
 -

 $
 -

 $
 -

 Land
 Acquisition (2)

 3,119,099

 3,119,099

 -

 -

 -

 Total

 10,799,884

 10,799,884

 -

 -

 -

 (1)

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

 (2)

 land
 acquisition related to the land purchase agreements on the lithium valley

 (3)

 Please
 see commitments related to Leases in Note 2.

 NOTE
7 - RELATED PARTY TRANSACTIONS

 The
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 of directors.

 The
Company's related parties include:

OF RELATED PARTIES

 Martin
 Rowley

 Martin
 Rowley is a senior advisor to the Company. In 2023, the Company 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 Nick Rowley, the Company's VP Business Development.

 Jaeger Investments Pty Ltd

 Jaeger Investments Pty Ltd is a corporation in which senior advisor, Martin Rowley, is a controlling shareholder.

 RTEK
 International DMCC

 RTEK
International DMCC is a corporation in which the VP Business Development of the Company, Nick Rowley, and Brian Talbot, our Chief Operating
Officer effective on April 1, 2024 are controlling shareholders.

 Shenzhen
 Chengxin Lithium Group Co., Ltd

 Shenzhen
 Chengxin Lithium Group Co., Ltd is a non-controlling shareholder.

 Sichuan
 Yahua Industrial Group Co., Ltd

 Sichuan
 Yahua Industrial Group Co., Ltd, is a non-controlling shareholder.

 Technical
Services Agreement: The Company entered into an independent consultant service agreement with RTEK International.

 F- 30

 Convertible
Note Purchase Agreement: The Company entered into a Convertible Note Purchase Agreement with Martin Rowley relating to the issuance to
Martin Rowley 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. The Notes will mature on the date that is thirty-six months from the
Closing Date.

 Offtake
and Sales Agreements: In 2023 the Company entered into Offtake and Sales Agreements with each of Sichuan Yahua Industrial Group Co.,
Ltd. and Sheng Wei Zhi Yuan International Limited. a subsidiary of Shenzhen Chengxin Lithium Group Co., Ltd., pursuant to which the
Seller agreed, for a period of five ( 5)
years, to sell to each Buyer 60,000
dry metric tons of lithium concentrate (the "Product") per year, subject to Seller's authority to increase or
decrease such quantity by up to ten percent ( 10 %)
each year. Each Buyer agreed invest $ 5.0 million in the purchase of shares of our common stock at $ 29.77 per share and to pre-pay to
us, the Seller, $ 20.0
million (each, a "Pre-Payment Amount") for future deliveries of the Product after the company obtains customary
licenses. Each Pre-Payment Amount will be used to offset against such Buyer's future payment obligations for the
Product.

 The
related parties outstanding amounts and expenses at the year ending December 31, 2023 and 2022 are shown below:

OF RELATED PARTIES OUTSTANDING AMOUNT AND EXPENSES

 Accounts
 Payable / Debt

 Expenses
 / Payments

 Accounts
 Payable / Debt

 Expenses
 / Payments

 RTEK International

 $
 -

 $
 1,449,000

 $
 -

 $
 -

 Jaeger Investments Pty Ltd.

 $
 1,954,145

 $
 13,405

 $
 -

 $
 -

 Total

 $
 1,954,145

 $
 1,462,405

 $
 -

 $
 -

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

 Jupiter
Gold Corporation

the year ended December 31, 2023, Jupiter Gold granted options to purchase an aggregate of 420,000 shares
of its common stock to Marc Fogassa at prices ranging between $ 0.01 to
$ 1.00 per
share. The options were valued at $ 115,038 and
recorded to stock-based compensation. The options were valued using the Black-Scholes option pricing model with the following
average assumptions: the Company's stock price on the date of the grant ($ 0.65 to
$ 2.10),
an illiquidity discount of 75 %,
expected dividend yield of 0 %,
historical volatility calculated between 268 %
and 364 %,
risk-free interest rate between a range of 3.42 %
to 4.73 %,
and an expected term between 5 and 10 years.
During the year ended December 31, 2023, Marc Fogassa exercised a total 1,115,000 options
at a $ 0.98 weighted
average exercise price. These exercises were paid for with 386,420 options
conceded in cashless exercises. As a result of the options exercised, the Company issued 728,580 shares
of Jupiter Gold's common stock to Marc Fogassa.

 As of December 31, 2023, an aggregate 1,210,000 Jupiter
Gold common stock options were outstanding with a weighted average life of 8.22 years
at an average exercise price of $ 0.043 and
an aggregated intrinsic value of $ 1,041,300.

 During 2023,
the Company acquired 320,700
shares of Jupiter Gold common stock at $ 1.00
per share in satisfaction of existing debt.

the year ended December 31, 2022, Jupiter Gold granted options to purchase an aggregate of 420,000 shares of its common stock to Marc
Fogassa at prices ranging between $ 0.01 to $ 1.00 per share. The options were valued at $ 103,707 and recorded to stock-based compensation.
The options were valued using the Black-Scholes option pricing model with the following average assumptions: the Company's stock
price on the date of the grant ($ 0.58 to $ 1.25), an illiquidity discount of 75 %, expected dividend yield of 0 %, historical volatility
calculated between 97.3 % and 225.8 %, risk-free interest rate between a range of 1.51 % to 3.5 %, and an expected term between 5 and 10
years. As of December 31, 2022, an aggregate 1,905,000 Jupiter Gold common stock options were outstanding with a weighted average life
of 4.74 years at an average exercise price of $ 0.57 and an aggregated intrinsic value of $ 1,077,050.

 F- 31

 Apollo
Resource Corporation

the year ended December 31, 2023, Apollo Resources granted options to purchase an aggregate of 180,000 shares of its common stock to
Marc Fogassa at a price of $ 0.01 per share. The options were valued at $ 235,034 and recorded to stock-based compensation. The options
were valued using the Black-Scholes option pricing model with the following average assumptions: the Company's stock price on the
date of the grants ($ 5.00 to $ 6.00), an illiquidity discount of 75 %, expected dividend yield of 0 %, historical volatility calculated
between 17.41 % and 57.96 %, risk-free interest rate between a range of 3.42 % to 4.73 %, and an expected term of 10 years. As of December
31, 2023, an aggregate 405,000 Apollo Resources common stock options were outstanding with a weighted average life of 8.84 years at an
average exercise price of $ 0.01 and an aggregated intrinsic value of $ 2,425,950.

 During 2023, the Company purchased 527,750 shares
of Apollo Resource Corporation common stock at $ 5.98 per share.

the year ended December 31, 2022, Apollo Resources granted options to purchase an aggregate of 225,000
 shares of its common stock to Marc Fogassa at
a price of $ 0.01
 per share. The options were valued at $ 331,858
 and recorded to stock-based compensation. The
options were valued using the Black-Scholes option pricing model with the following average assumptions: the Company's stock price
on the date of the grant ($ 4.00
 to $ 5.00),
an illiquidity discount of 75 %,
expected dividend yield of 0 %,
historical volatility calculated between 49.2 %
and 58.01 %,
risk-free interest rate between a range of 1.51 %
to 3.5 %,
and an expected term of 10
 years. As of December 31, 2022, an aggregate
 225,000
 Apollo Resources common stock options were outstanding
with a weighted average life of 9.33
 years at an average exercise price of $ 0.01
 and an aggregated intrinsic value of $ 1,125,000.

 The
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 of directors.

 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 entity. 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 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 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

 None

 In
accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to December 31, 2023.

 F- 32

 EXHIBIT

 Exhibit

 Description

 3.1

 Amended and Restated Articles of Incorporation of the Company dated May 25, 2023. Incorporated by Reference to Exhibit No. 3.3 to the Company's Current Report on Form 8-K filed with the Commission on May 26, 2023.

 3.2

 Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on December 18, 2012. Incorporated by reference to Company's Current Report on Form 8-K filed with the Commission on December 26, 2012.

 3.3

 Second Amended and Restated By-laws of the Company Incorporated by reference to Exhibit 3.4 to the Company's Current Report on Form 8-K filed with the Commission on May 26, 2023.

 3.4

 Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on September 16, 2021. Incorporated by reference to Exhibit 3.8 to the Form S-1 filed with the Commission on January 28, 2022.

 4.1

 Description of Capital Stock.*

 4.2

 Form of 6.5% Convertible Promissory Note due 2026. Incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the Commission on November 8, 2023.

 10.1

 2023 Stock Incentive Plan incorporated by reference to Exhibit 1 to the Company's Definitive Information Statement filed with the Commission on June 2, 2023.#

 10.2

 Form of Securities Purchase Agreement between the Company and funds managed by Warberg Asset Management LLC ("Warberg Funds"). Incorporated by reference to Exhibit 10.4 to the Form S-1 filed with the Commission on January 28, 2022.

 10.3

 Form of Securities Purchase Agreement between the Company and investors other than Warberg Funds. Incorporated by reference to Exhibit 10.5 to the Form S-1 filed with the Commission on January 28, 2022.

 10.4

 Amended and Restated Employment Agreement Between Marc Fogassa and the Company. Incorporated by reference to Exhibit 10.1 to the Form S-1 filed with the Commission on January 28, 2022.#

 10.5

 Employment Agreement between the Company and Gustavo Pereira de Aguiar. Incorporated by reference to Exhibit 10.2 to the Form 10-Q filed with the Commission on May 13, 2022.#

 10.6

 Employment Agreement between the Company and Igor Tkachenko dated September 30, 2023.#*

 10.7

 Offtake and Sales Agreement dated November 29, 2023, by and between the Company and Yahua International Investment and Development Co., Ltd.. Incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the Commission on December 1, 2023.

 10.8

 Offtake and Sales Agreement dated November 29, 2023, by and between the Company and Sheng Wei Zhi Yuan International Limited. Incorporated by reference to Exhibit 10.4 to the Form 8-K filed with the Commission on December 1, 2023.

 10.9

 Royalty Purchase Agreement dated May 2, 2023, by and between the Company and Lithium Royalty Corp. Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on May 2, 2023.

 10.10

 Gross Revenue Royalty Agreement dated May 2, 2023, by and between the Company and Lithium Royalty Corp. Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on May 2, 2023.

 Subsidiaries of the Company.*

 23.1

 Consent of Independent Registered Public Accounting Firm.*

 31.1

 Certification of the Chief Executive Officer pursuant to Section 13a-14(a) of the Securities Exchange
Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

 31.2

 Certification of Chief Financial Officer pursuant to Section 13a-14(a) of the Securities Exchange
Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

 32.1

 Certification of the Chief Executive Officer and pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

 32.2

 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.**

 Policy Relating to the Recovery of Erroneously Awarded Compensation*

 101*

 Interactive
 Data files pursuant to Rule 405 of Regulation S-T.

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 Cover

 *

 Filed
 herewith

 **

 Furnished
 herewith

 Certain portions of the exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K because the Company customarily and actually treats the redacted information as private or confidential and the omitted
information is not material.
 The Company agrees to furnish on a supplemental basis an unredacted copy of the exhibit and its materiality and privacy or
 confidentiality analyses to the Securities and Exchange Commission upon its request.

 #

 Indicates
 management contract or compensatory plan

 Item
16. Form 10-K Summary

 We have elected not to provide a summary.

 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

 Date:
 March 27, 2024

 By:

 /s/
 Marc Fogassa

 Marc
 Fogassa

 Chief
 Executive Officer

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:

 Signature

 Title

 Date

 /s/
 Marc Fogassa

 March

 Marc
 Fogassa

 Chief
 Executive Officer (Principal Executive Officer) and Chairman of the Board

 /s/
 Gustavo Pereira de Aguiar

 March

 Gustavo
 Pereira de Aguiar

 Chief
 Financial Officer (Principal Financial and Accounting Officer)

 /s/
 Roger Noriega

 March

 Ambassador
 Roger Noriega

 /s/
 Cassiopeia Olson

 March

 Olson, Esq.

 /s/
 Stephen Peterson

 March

 Stephen
 Peterson, CFA