RELATED PARTY TRANSACTIONS |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS
The related party transactions are recorded at the exchange amount transacted as agreed between us and the related party. All the related party transactions have been reviewed and approved by the board of directors.
Our related parties include:
Mitsui & Co. Ltd.
Mitsui & Co., Ltd. (“Mitsui”) is a non-controlling shareholder of the Company. In the course of preparing condensed consolidated financial statements, we eliminate the effects of various transactions conducted between Atlas Lithium and its subsidiaries and among the subsidiaries.
On March 28, 2024, the Company entered into a Securities Purchase Agreement with Mitsui, pursuant to which the Company agreed to issue and sell to Mitsui, and Mitsui agreed to purchase from the Company shares of the Company’s common stock for an aggregate subscription amount of $30 million at a per share purchase price of $. The transaction closed in connection with a registered offering under the Company’s registration statement on Form S-3 (No. 333-274223) (the “Mitsui Registered Offering”).
On March 28, 2024, in connection with the closing of the Mitsui Registered Offering, the Company entered into an Investor Rights Agreement with Mitsui (the “Investor Rights Agreement”). The Investor Rights Agreement provides Mitsui with certain rights, including without limitation anti-dilution rights to maintain its proportionate ownership percentage in future issuances of the Company’s common stock or equity-linked securities (subject to certain exceptions), visitation rights to the Company’s properties, information and access rights including quarterly management presentations and meetings with the Company’s senior management, and provisions regarding the Company’s dividend policy. The Investor Rights Agreement automatically terminates upon certain events including if Mitsui’s beneficial ownership falls below 5% of the Company’s outstanding shares or upon the occurrence of a material transaction as defined in the Investor Rights Agreement.
On March 27, 2024, in connection with the closing of the Mitsui Registered Offering, our subsidiary Atlas Brazil and Mitsui entered into an Offtake and Sales Agreement, pursuant to which Atlas Brazil agreed to sell and deliver to the Mitsui, and Mitsui agreed to purchase and take delivery of, (i) the spot quantity of fifteen thousand (15,000) dry metric tons of Atlas Brazil’s product, and, subject to the fulfillment of certain conditions precedent, (ii) up to sixty thousand (60,000) dry metric tons of Atlas Brazil’s product for each year, up to a total of three hundred thousand (300,000) dry metric tons.
During the three months ended June 30, 2026, the Company issued shares of its common stock to Mitsui & Co., Ltd., with an aggregate value of US$1.0 million, pursuant to the terms of a Memorandum of Understanding entered into on January 5, 2026. The shares were issued upon the achievement of specified contractual milestones related to advisory services provided by Mitsui in support of the Company’s financing efforts and strategic government initiatives for the Neves Project.
Atlas Critical Minerals Corporation
In January 2026, Atlas Critical Minerals successfully completed an underwritten public offering (the “Offering”) of shares of its common stock at a public offering price of US$ per share. In addition, the underwriters fully exercised their over-allotment option, contributing an additional shares to the Offering total, resulting in total gross proceeds of approximately US$11.0 million, before deducting underwriting discounts and offering expenses. The Company participated in the Offering with a total investment of $400,000 for the acquisition of shares of Atlas Critical Minerals. Atlas Critical Minerals’ common stock commenced trading on Nasdaq on January 9, 2026, under the ticker symbol “ATCX”.
ATLAS LITHIUM CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 – RELATED PARTY TRANSACTIONS (CONTINUED)
The proceeds are being used to advance exploration and development activities on Atlas Critical Minerals’ mineral properties in Brazil and for general working capital purposes.
In the six months period ended June 30, 2026, Atlas Critical Minerals was party to the following stock-based compensation transactions with related parties of the Company:
Pursuant to the amended and restated employment agreement between Atlas Critical Minerals and Mr. Fogassa, dated June 26, 2024 (the “Fogassa ACM Agreement”), Atlas Critical Minerals issued shares of its common stock to Mr. Fogassa during the quarter ended March 31, 2026, including (i) shares of common stock representing % of Atlas Critical Mineral’s total outstanding common stock as of January 1, 2026; and (ii) shares of common stock representing % of the performance incentive, calculated as % of the increase in Atlas Critical Minerals’ net assets between December 31, 2024 and December 31, 2025.
On October 30, 2025, Atlas Critical Minerals entered into an employment agreement with Igor Tkachenko, our Vice President of Corporate Strategy, for Mr. Tkachenko to serve as Atlas Critical Minerals’ Vice President of Corporate Strategy, effective February 1, 2026 (the “Tkachenko ACM Agreement”). The Tkachenko ACM Agreement shall continue until March 1, 2028, subject to renewal by mutual consent. Pursuant to the Tkachenko ACM Agreement, Mr. Tkachenko received time-based restricted stock units (“RSUs”) of Atlas Critical Minerals with value equivalent to $840,000, which will Mr. Tkachenko is also entitled to receive fully vested shares of Atlas Critical Minerals’ common stock with value equivalent to $ if and when Atlas Critical Minerals first achieves $ million in market capitalization, as determined by Bloomberg L.P. The Tkachenko ACM Agreement further provides that in the event that Atlas Critical Minerals undergo a change in control and any of the RSUs or the shares of Atlas Critical Minerals’ common stock have not yet vested, Mr. Tkachenko’s right to receive such RSUs and shares will be accelerated.
In addition to the securities issued pursuant to the Fogassa ACM Agreement and the Tkachenko ACM Agreement, during the six months ended June 30, 2026, Atlas Critical Minerals issued restricted stock units and shares of common stock of Atlas Critical Minerals to officers and directors thereof at a weighted average price of $ per share in settlement of $208,333 in salaries and fees owed to such officers and directors due to their services provided to Atlas Critical Minerals.
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