SCHEDULE: Atlas Lithium Boosts Stake in Critical Minerals Unit

Atlas Lithium Corp. increased its beneficial ownership in Atlas Critical Minerals Corp. to 20.5% following a public offering and strategic transactions.

Summary

• Atlas Lithium Corp. (the "Reporting Person") now beneficially owns 1,024,966 shares of Atlas Critical Minerals Corp. ("Issuer"), representing approximately 20.5% of the Issuer's outstanding common stock.
• The Issuer, formerly Jupiter Gold Corporation, changed its name to Atlas Critical Minerals Corporation on December 20, 2024, and uplisted its common stock to the Nasdaq Capital Market under the symbol "ATCX" on January 8, 2026.
• Atlas Lithium Corp. acquired an initial 59% equity ownership in the Issuer in 2016.
• A merger between the Issuer and Apollo Resources Corporation (a majority-owned subsidiary of Atlas Lithium) was completed on November 19, 2024.
• Atlas Lithium granted the Issuer an exclusive option to purchase 100% of Brazil Mineral Resources Corporation, a wholly-owned subsidiary of Atlas Lithium, for which the Issuer issued 66,496 shares of its Common Stock to Atlas Lithium.
• Subsequent to the merger and option consideration, Atlas Lithium beneficially owned approximately 32.7% of the Issuer as of December 31, 2024.
• Atlas Lithium purchased an additional 50,000 shares of Common Stock in the Issuer's public offering on January 12, 2026, at $8.00 per share, totaling $400,000.
• The option to purchase Brazil Mineral Resources Corporation is exercisable within twelve months after the filing of a Form F-1 Registration Statement (filed September 15, 2025) and can be paid in cash, Issuer shares, or a combination. If paid entirely in shares, 1,063,943 shares would be issued to Atlas Lithium (based on $7.519/share).

Sentiment

Score: 7

Explanation: The filing indicates a strategic and planned investment by a parent company in its former subsidiary, which has successfully uplisted to Nasdaq. This suggests positive developments for Atlas Critical Minerals and continued strategic alignment, though it's a disclosure of ownership rather than operational results.

Positives

• Atlas Critical Minerals Corp. successfully uplisted its common stock to the Nasdaq Capital Market under the symbol "ATCX", enhancing market visibility and liquidity.
• Atlas Lithium Corp. is increasing its strategic investment in Atlas Critical Minerals, indicating confidence in the Issuer's future prospects and strategic alignment.
• The Option Agreement provides Atlas Critical Minerals with the potential to acquire Brazil Mineral Resources Corporation, which could expand its critical minerals portfolio and operational footprint.

Risks

• The Reporting Person's investment strategy is subject to various factors including the Issuer's financial position, investment strategy, securities market conditions, and general economic and industry conditions.
• The value of the Option exercise is dependent on the Issuer's share price at the time of exercise, as it can be paid in cash or shares, introducing market price risk.

Future Outlook

Atlas Lithium Corp. intends to continuously review its investment in Atlas Critical Minerals Corp. and may acquire or dispose of additional securities, engage with management and the board, and pursue initiatives to enhance shareholder value. The Issuer has an option to acquire Brazil Mineral Resources Corporation, which could expand its operations and strategic focus.

Management Comments

• "The purpose of the acquisition by the Reporting Person of the shares in the Issuer is for general investment purposes."
• "The Reporting Person intends to review its investment in the Issuer on a continuing basis."
• "The Reporting Person may at any time and from time to time, (i) acquire Common Stock and/or other securities of the Issuer, (ii) sell, transfer or otherwise dispose of Issuer Securities, (iii) engage in or encourage communications with the Issuer, members of management and the Board of Directors... to consider exploring any items mentioned in this Schedule 13D, and/or (iv) take such other actions and pursue such other options with respect to its investment in the Issuer as it deems appropriate."

Industry Context

The filing indicates a strategic move by Atlas Lithium, a lithium exploration and production company, to maintain a significant stake in Atlas Critical Minerals, which is involved in critical minerals. This aligns with broader industry trends focusing on securing supply chains for critical minerals, particularly as the demand for electric vehicles and renewable energy technologies grows. The uplisting to Nasdaq suggests a move towards greater market visibility and access to capital for Atlas Critical Minerals, which is common for companies in emerging and strategic sectors.

Corporate Governance

Related Party Transactions

• Atlas Lithium Corp. (Reporting Person) granted Atlas Critical Minerals Corp. (Issuer) an exclusive option to purchase 100% of Brazil Mineral Resources Corporation, a wholly-owned subsidiary of Atlas Lithium Corp.
• As consideration for this option, Atlas Critical Minerals Corp. issued 66,496 shares of its Common Stock to Atlas Lithium Corp.
• Marc Fogassa serves as Chairman and CEO of both Atlas Lithium Corp. and Atlas Critical Minerals Corp.
• Rodrigo Menck serves as CFO of Atlas Critical Minerals Corp. and a Director of Atlas Lithium Corp.

Stakeholder Impact

• Shareholders (Atlas Critical Minerals): The uplisting to Nasdaq could increase liquidity and visibility for their shares. The continued strategic involvement and investment by Atlas Lithium Corp. may be seen as a vote of confidence. The potential acquisition of Brazil Mineral Resources Corp. could expand the company's asset base.
• Shareholders (Atlas Lithium): The investment in Atlas Critical Minerals Corp. represents a strategic asset. The Registration Rights Agreement provides a pathway for future monetization of their stake.
• Management/Employees: The strong overlap in management suggests continuity and a unified strategic direction between the two entities.

Next Steps

• Atlas Lithium Corp. will continue to review its investment in Atlas Critical Minerals Corp.
• Atlas Lithium Corp. may acquire or dispose of additional Issuer securities in the future.
• Atlas Lithium Corp. may engage in communications with the Issuer's management and board regarding strategic activities, operational improvements, and shareholder value.
• The Issuer has an option to purchase 100% of Brazil Mineral Resources Corporation, exercisable within twelve months after September 15, 2025.

Key Dates

Recommendation

The filing details a strategic investment by Atlas Lithium Corp. in its former subsidiary, Atlas Critical Minerals Corp., which has successfully uplisted to Nasdaq. This indicates continued strategic alignment and confidence from a major shareholder. However, as a Schedule 13D, it primarily focuses on ownership changes and intentions rather than new operational or financial performance data. The information supports maintaining an existing position due to the positive corporate developments (Nasdaq uplisting, strategic option) and the continued involvement of a significant, related investor, but lacks new catalysts for a strong buy or sell recommendation.

Keywords

Atlas Critical Minerals, Atlas Lithium, Schedule 13D, Beneficial Ownership, Nasdaq Uplisting, Critical Minerals, Lithium, Public Offering, Strategic Investment, Corporate Governance, Option Agreement, Brazil Mineral Resources