DEF 14A of Atlas Lithium Corp, Apr 16, 2024

DEF 14A of Atlas Lithium Corp

Filed Apr 16, 2024 · FY20230001493152-24-014692

Open on EDGAR

  1. Atlas Lithium Corporation

    | ● | Proposal 3 – To approve equity grants as director compensation to the independent directors of the Company | | ● | Proposal 4 – To approve, on a non-binding, advisory basis, the compensation of our named executive officers (the “say-on-pay” vote) | | ● | Proposal 5 - To vote, on a non-binding, advisory basis, on the frequency (every year, two years or three years) of future advisory votes on the compensation of our named executive officers (the “say-on-frequency” vote) |

  2. Clawback Policy

    Clawback Policy The Board adopted a clawback policy (the “Clawback Policy”) that complies with the final SEC regulations mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Nasdaq Listing Rule 5608. The Clawback Policy provides for recoupment of incentive compensation in the event of an accounting restatement resulting from noncompliance with financial reporting requirements under federal securities laws. The policy applies to current and former executives and requires reimbursement or forfeiture of any excess incentive compensation received by an executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement. Role of the Board of Directors in Risk Oversight One of the key functions of our Board 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 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 the Company’s corporate governance policies and procedures. Communications with the Board of Directors Stockholders and other parties interested in communicating directly with our Board, any Board committee, the independent directors as a group, or any individual director, may send communications directly to us at Atlas Lithium Corporation, Rua Buenos Aires, 10 –14th Floor, Belo Horizonte, Minas Gerais, Brazil, 30.315-570, Attention: Corporate Secretary. The Corporate Secretary will maintain a log of such communications and will transmit as soon as practicable such communications to the Board or to the identified director(s), although communications that are abusive, in bad taste or that present safety or security concerns may be handled differently, as determined by the Corporate Secretary. Director Candidates Nominees for directorship are recommended to the Board by our Chief Executive Officer and other directors, or by stockholders in accordance with the Nominations Committee charter and the Bylaws. The Nominations Committee has a policy in place for the consideration of director candidates recommended by stockholders. To submit recommendations for nomination of director candidates to the Board, stockholders must submit the recommendation in writing to the Nominations Committee, c/o the Company’s Corporate Secretary at its principal offices, in accordance with, and including the information as set forth in, Appendix B of the Nominations Committee charter. The Board seeks candidates who possess the background, skills, experience, expertise, integrity, and degree of commitment necessary to make a significant contribution to the Board. In connection with its evaluation of a nominee, the Board takes into account all applicable laws, rules, regulations and listing standards and considers other relevant factors as it deems appropriate, including the current composition of the Board, the balance of management and non-employee or independent directors, the need for Audit Committee expertise, and its evaluation of other prospective nominees. The Nominations Committee may retain, as appropriate, search firms to assist in identifying qualified director candidates. The Nominations Committee will generally look for individuals who have the following minimum qualifications: high ethical standards, integrity, sound business judgment, no conflicts of interest, achievement in one or more field of business, business understanding and a willingness to devote adequate time to Board duties. The Nominations Committee reviews Board composition and potential additions while striving to maintain and grow a diverse and broad skill set that complements the business. The Nominations Committee may consider certain factors related specifically to our business when identifying, considering and evaluating a potential candidate, including, but not limited to:

  3. Clawback Policy

    | ● | Knowledge of the mining industry; | | ● | Accounting or related financial management expertise; | | ● | Experience executing growth and merger and acquisition strategies, to support the strategic plan for the Company; | | ● | International exposure and diversity of cultural background and experience with global markets, because the Company has international operations; and | | ● | Leadership experience at an executive level with understanding of the development and implementation of strategies. |

  4. Clawback Policy

    The Nominations Committee has not assigned specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. In the evaluation of potential new candidates, the Nominations Committee considers each candidate’s qualifications in light of the then-current mix of Board attributes, including diversity. Continuing directors are evaluated by the Nominations Committee in the same way, including the continuing director’s past contributions to the Board in such evaluation. Although the Board does not have a formal policy regarding the consideration of diversity in identifying nominees for director, the Board believes directors should be selected so that the Board is a diverse body. In order to achieve this result, the Board seeks nominees who reflect differences of viewpoint, professional experience, education, skill and other individual qualities and attributes that it believes will strengthen the Board as a whole. Board Diversity Matrix (As of April 15, 2024) 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 proxy statement. Our Board Diversity Matrix as of March 30, 2023 can be found on our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 30, 2023 and is available on our website at https://www.atlas-lithium.com/investors/.

  5. Clawback Policy

    | Board Diversity Matrix | | | | | Total Number of Directors | | 5 | | | Part I: Gender Identity | Female | | Male | | Directors | 1 | | 4 | | Part II: Demographic Background | | | | | Hispanic or Latinx | - | | 2 | | White | 1 | | 2 | | LGBTQ+ | - | | - |

  6. Clawback Policy

    Code of Business Conduct and Ethics We have adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer (“PEO”), principal financial officer, principal accounting officer or controller, or persons performing similar functions and agents and representatives, including consultants. A copy of the code of business conduct and ethics is available on our website at https://www.atlas-lithium.com/our-team/code-of-ethics/. 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 identified above. The inclusion of our website address does not include or incorporate by reference the information on our website into this document. MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS Our Board has established three standing committees: the Audit Committee, the Compensation Committee and the Nominations Committee. Each of the committees reports to the Board. Members serve on these committees until their resignation or until otherwise determined by our Board. The composition, duties and responsibilities of these committees are set forth below. The charters adopted by the Audit, Compensation and Nominations Committees are available on our website at www.atlas-lithium.com/our-team/corporate-governance/. Information appearing on our website is not incorporated by reference into this Proxy Statement. Our Board has affirmatively determined that all of the members of our Audit, Compensation and Nominations Committees are independent as defined under Nasdaq Rules. The Board also has determined that all members of the Audit Committee meet the independence requirements contemplated by Nasdaq Rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in determining the independence of all members of our Compensation Committee, the Board took into account the additional independence considerations required by the Nasdaq Rules and Rule 10C-1 of the Exchange Act relating to Compensation Committee service. Audit Committee We have established a written charter for our Audit Committee, available on the Company’s website, in which we set forth the duties of the Audit Committee that include, among other matters, oversight responsibilities with respect to the integrity of our financial statements, our compliance with legal and regulatory requirements, the external auditor’s qualifications, independence, and performance, and the performance of our internal audit function as applicable. The Audit Committee’s primary duties and responsibilities are to:

  7. Clawback Policy

    | ● | oversee our accounting and financial reporting processes and the audits of our financial statements; | | ● | identify and monitor the management of the principal risks that could impact our financial reporting; | | ● | monitor the integrity of our financial reporting process and system of internal controls regarding financial reporting and accounting appropriateness and compliance; | | ● | provide oversight of the qualifications, independence, and performance of our external auditors and the appointed actuary; | | ● | provide an avenue of communication among the external auditors, the appointed actuary, management, and the Board; and | | ● | review the annual audited and quarterly financial statements with management and the external auditors. The Audit Committee is also responsible for discussing policies with respect to risk assessment and risk management, including regularly reviewing our cybersecurity and other information technology risks, controls, and procedures and our plans to mitigate cybersecurity risks and respond to data breaches. |

  8. Clawback Policy

    The current members of our Audit Committee are Ambassador Roger Noriega, Cassiopeia Olson, Esq. and Stephen R. Petersen, CFA, with Mr. Petersen serving as the chair of the Audit Committee. Each member of the Audit Committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq, and the Board has determined that Mr. Petersen is an “audit committee financial expert” as that term is defined by the applicable rules of the SEC. Compensation Committee The Board has delegated to the Compensation Committee the authority to, among other things, make recommendations to the Board relating to compensation of the Company’s executives and officers, produce an annual report on executive compensation to the extent required, review management recommendations relating to compensation policies, retain independent consultants and other experts, make recommendations to the Board with respect to incentive compensation plans, and take other such actions as may be requested or required by the Board from time to time. Our Chief Executive Officer makes recommendations regarding the compensation of the executive officers and directors of the Company (other than his own compensation) to the Compensation Committee. Such recommendations are reviewed by the Compensation Committee, which then makes recommendations to the Board for approval. Our Chief Executive officer does not participate in the decisions with respect to his own compensation. As a smaller reporting company, the Company is exempt from the requirements of providing a Compensation Committee report. The Company does not currently retain a compensation consultant. The current members of the Compensation Committee are Ambassador Roger Noriega and Cassiopeia Olson, Esq. Compensation Committee Interlocks and Insider Participation At no time have any of the members of our Compensation Committee served as an officer or employee of the Company. 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 or Compensation Committee. Nominations Committee The Nominations Committee is responsible for, among other things, assisting the Board by identifying qualified candidates for director, and recommending to the Board the director nominees for the next annual meeting of stockholders, leading the Board in its annual review of the Board’s performance, recommending to the Board director nominees for each Board committee and developing and recommending to the Board corporate governance guidelines applicable to the Company. The current members of the Nominations Committee are Cassiopeia Olson, Esq. and Stephen R. Petersen, CFA. Meetings of the Board of Directors In fiscal year 2023, our Board met or acted by written consent 14 times, and the standing committees of the Board met or acted by written consent as follows: Audit Committee, four times; Compensation Committee, two times: and Nominations Committee one time. In addition, during the last fiscal year, all directors attended at least 75% of the aggregate of (1) the number of meetings of the Board held during the period for which he or she has been a director and (2) the number of meetings held by all committees of the Board on which he or she served during the periods that he or she served. The Board does not have a formal policy regarding attendance by directors at the annual meeting of stockholders, but it is expected that directors will attend unless unavoidably prevented from doing so by unforeseen circumstances. The Company was not required to, and did hold, an annual meeting of the stockholders in 2023. PROPOSAL ONE: ELECTION OF DIRECTORS The Board is nominating five (5) directors for election to serve until the next annual meeting or until their successors are duly elected and qualified, or until their earlier death, resignation or removal. The Company’s current directors are Marc Fogassa, Ambassador Roger Noriega, Cassiopeia Olson, Esq., Stephen R. Petersen, CFA and Brian Talbot, each of whom is being nominated for election at the Annual Meeting. Each of the nominees has agreed to stand for election and has indicated he or she is willing to serve as a member of the Board. There are no family relationships among our directors and director nominees, or between our directors, director nominees and executive officers. There are no arrangements of understandings between or among our executive officers and directors pursuant to which any director was or is to be selected as a director or officer. Ages are as of the date of the Annual Meeting.

  9. Clawback Policy

    | Marc Fogassa | Director since 2012 |

  10. Clawback Policy

    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. We believe that Marc Fogassa is qualified to serve 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.

  11. Clawback Policy

    | Ambassador Roger Noriega | Director since 2012 |

  12. Clawback Policy

    Ambassador Roger Noriega, age 66, has been an independent director since 2012, and currently serves as Chair of the Compensation Committee and as a member of the Audit Committee of the Board. 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. We believe that Ambassador Noriega is qualified to serve as a director because of his experience in complex multi-jurisdictional agreements and his business and diplomatic experience with Brazil.

  13. Clawback Policy

    | Cassiopeia Olson, Esq. | Director since 2021 |

  14. Clawback Policy

    Cassiopeia Olson, Esq., age 46, has been an independent director since 2021, and currently serves as a member of the Audit, Compensation and Nominations Committees of the Board. 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. We believe that Ms. Olson is qualified to serve as a director because of her experience with working with large multinational companies in complex transactions and her knowledge of U.S. securities law.

  15. Clawback Policy

    | Stephen R. Petersen, CFA | Director since 2021 |

  16. Clawback Policy

    Stephen R. Petersen, age 68, has been an independent director since 2021, and currently serves as Chair of the Audit and Nominations Committees of the Board. Mr. Petersen has 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. We believe that Mr. Petersen is qualified to serve as a director because of his experience with capital markets and his knowledge of finance including expertise with financial statements.

  17. Clawback Policy

    | Brian Talbot | Director since 2024 |

  18. Clawback Policy

    Brian Talbot, age 52, was appointed as a director and our Chief Operating Officer on March 19, 2024, 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 holds a bachelor’s degree in chemical engineering with Honors from the University of Witwatersrand, South Africa. We believe that Mr. Talbot is qualified to serve as a director because of his extensive track record as a technical and operational leader throughout his career with over 30 years of experience in mining operations and his extensive experience in DMS (dense media separation) plant development and operation, including designing, planning, building, and managing profitable mining operations globally. Our Board UNANIMOUSLY recommends that you vote “FOR” the election of each of the director nominees. PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF BF BORGERS CPA PC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR 2024 FISCAL YEAR The Audit Committee has appointed BF Borgers CPA PC (“Borgers”) to serve as our independent registered public accounting firm for our 2024 fiscal year and is soliciting your ratification of that appointment. The Audit Committee has responsibility for appointing our independent registered public accounting firm and stockholder ratification is not required; however, as a matter of good corporate governance, the Board is soliciting your vote on this proposal. If the appointment of Borgers is not ratified by the stockholders, the Audit Committee may appoint another independent registered public accounting firm or may decide to maintain its appointment of Borgers. Even if the appointment is ratified, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm. Representatives of Borgers are expected to be present at the Annual Meeting, to make a statement, if they choose, and to respond to appropriate questions. Our Audit Committee and Board of Directors unanimously recommend that you vote “FOR” the ratification of the appointment of BF BOrgers cpa Pc as our independent registered public accounting firm for our 2024 fiscal year. AUDIT RELATED MATTERS Audit Fees The following table presents fees for professional services rendered to us by Borgers for services in respect of the years ended 2023 and 2022.

  19. Clawback Policy

    | 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 |

  20. Clawback Policy

    | (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 Borgers 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 Borgers during the last two fiscal years. |

  21. Clawback Policy

    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. AUDIT COMMITTEE REPORT Management is responsible for the preparation, presentation and integrity of our financial statements, accounting and financial reporting principles and the establishment and effectiveness of internal controls and procedures designed to assure compliance with generally accepted accounting principles and applicable laws and regulations. Our independent auditors during 2023, BF Borgers CPA PC, were responsible for performing an independent audit of our financial statements in accordance with the standards of the United States Public Company Accounting Oversight Board (PCAOB) and expressing an opinion as to the conformity of our financial statements with generally accepted accounting principles. In performing its oversight role, the Audit Committee has:

  22. Clawback Policy

    | ● | Reviewed and discussed the audited consolidated financial statements with the Company’s management and discussed with BF Borgers CPA PC, independent registered public accounting firm for the Company, the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board; | | ● | Received from BF Borgers CPA PC the written communications required by applicable requirements of the Public Company Accounting Oversight Board regarding BF Borgers CPA PC’s independence, discussed with BF Borgers CPA PC its independence, and concluded that BF Borgers CPA PC is independent from the Company and its management; and | | ● | After review and discussions with management and BF Borgers CPA PC, recommended to the Board that the audited consolidated financial statements for the Company be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, for filing with the SEC. |

  23. Clawback Policy

    Respectfully Submitted: Stephen R. Petersen, CFA (Chair) Ambassador Roger Noriega Cassiopeia Olson, Esq. PROPOSAL THREE: approval of equity grants as director compensation to the independent directors of the Company In 2023, the Board determined that the compensation of the Company’s independent directors for the year ending December 31, 2024 (the “Independent Director Compensation”) should consist of non-qualified stock options to purchase 10,000 shares of our common stock, at an exercise price of $0.01 per share. The options vest monthly over a one year period, provided that they may not be exercised prior to the Company obtaining stockholder approval for the issuance of the options. The options expire on March 15, 2025. Our common stock is listed on the Nasdaq Stock Market LLC under the symbol “ATLX”. On April 8, 2024, the closing price of our common stock on the Nasdaq was $18.32 per share. As independent directors, Ambassador Noriega, Ms. Olson and Mr. Petersen will participate in the Independent Director Compensation. Directors who serve as officers of the Company, including Mr. Fogassa and Mr. Talbot, did not receive the Independent Director Compensation. The stock options that have been granted as Independent Director Compensation will be cancelled if stockholder approval is not received. New Plan Benefits Table – Independent Director Compensation

  24. Clawback Policy

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) (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(9) | - | - | - | 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(11) | - | - | - | 4,444,498 |

  25. Clawback Policy

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Total ($) | | 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 |

  26. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. Fair value amounts below are computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under generally accepted accounting principles. Total shareholder return has been calculated in a manner consistent with Item 402(v) of Regulation S-K. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how we or our Compensation Committee views the link between company performance and our named executive officers’ (“NEO”) pay. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. The “Compensation Actually Paid”, which is presented in the table below, is defined by the SEC and does not reflect amounts actually paid, earned or received by our named executive officers. A significant portion of the “Compensation Actually Paid” amounts shown relate to changes in values of unvested awards over the course of the applicable reporting year. Any unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our share price. The ultimate values actually realized by our named executive officers from unvested equity awards, if any, cannot be determined until the awards fully vest and are exercised or settled, as the case may be.

  27. Pay versus Performance

    | Year (1) | Summary Compensation Table Total for PEO ($)(2)(3) | Compensation Actually Paid to PEO ($)(4) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(2)(5) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(6) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)(7) | Net Loss ($) | | 2023 | $3,229,593 | $3,229,593 | $1,711,915 | $3,193,184 | $2,979.05 | $(41,393,525) | | 2022 | $1,310,310 | $1,310,310 | $385,176 | $450,468 | $666.67 | $(4,628,520) | | 2021 | $1,091,273 | $1,091,273 | N/A | N/A | $542.86 | $(2,772,358) |

  28. Pay versus Performance

    | (1) In accordance with Item 402(v) of Regulation S-K, only three years of information is required for smaller reporting companies. | | (2) The values reflected in this column reflect the “Total” compensation set forth in the Summary Compensation Table (“SCT”) set forth in the Company’s most recently filed Annual Report on Form 10-K. See the footnotes to the SCT for further detail regarding the amounts in this column. The amount reported as the Summary Compensation Table Total for our NEOs in 2022, and as a result, the Compensation Actually Paid calculation for 2022, have been adjusted to correct clerical errors in the Revised Definitive Information Statement on Schedule 14C, filed with the SEC On June 5, 2023. | | (3) For all years in question, our Principal Executive Officer (“PEO”) was the Company’s Chairman and Chief Executive Officer, Marc Fogassa. | | (4) The following table sets forth the adjustments made during 2021, 2022 and 2023 in the Pay Versus Performance Table to arrive at compensation “actually paid” to our PEO: |

  29. Pay versus Performance

    | Adjustments to Determine Compensation “Actually Paid” for PEO | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Column in the SCT | Increase for Fair Value of Awards Granted during the year that Remain Unvested as of Year End | Increase for Fair Value of Awards Granted during the year that Vest during year | Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | Deduction of Fair Value of Awards Granted Prior to year that were Forfeited or Modified during year | Dollar Value of Dividends or other Earnings Paid on Stock Awards prior to Vesting Date not otherwise included in Total Compensation | Total Adjustments | | 2023 | $(2,741,196) | $0 | $2,741,196 | $0 | $0 | $0 | $0 | $2,741,196 | | 2022 | $(921,165) | $0 | $921,165 | $0 | $0 | $0 | $0 | $921,165 | | 2021 | $(901,940) | $0 | $901,940 | $0 | $0 | $0 | $0 | $901,940 |

  30. Pay versus Performance

    | (5) During 2021, the Company did not employ any non-PEO NEOs because none of our executive officers, other than the CEO, received compensation in excess of $100,000. During 2022, our remaining NEOs consisted of Gustavo Aguiar (Chief Financial Officer) and Brian Bernier (Vice President, Corporate Development). Mr. Aguiar was appointed as our Chief Financial Officer on March 16, 2022. During 2023, our remaining non-PEO NEOs consisted of Gustavo Aguiar (Chief Financial Officer), Brian Bernier (Vice President, Corporate Development) and Igor Tkachenko (Vice President of Corporate Strategy). | | (6) The following table sets forth the adjustments made during 2021, 2022 and 2023 in the Pay Versus Performance Table to arrive at the average compensation “actually paid” to our non-PEO NEOs: |

  31. Pay versus Performance

    | Adjustments to Determine Average Compensation “Actually Paid” for PEO | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | Increase for Fair Value of Awards Granted during the year that Remain Unvested as of Year End | Increase for Fair Value of Awards Granted during the year that Vest during year | Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | Deduction of Fair Value of Awards Granted Prior to year that were Forfeited or Modified during year | Dollar Value of Dividends or other Earnings Paid on Stock Awards prior to Vesting Date not otherwise included in Total Compensation | Total Adjustments | | 2023 | $(1,466,386) | $1,389,205 | $995,697 | $516,063 | $46,690 | $0 | $0 | $2,947,655 | | 2022 | $(247,275) | $297,567 | $15,000 | $0 | $0 | $0 | $0 | $312,567 |

  32. Pay versus Performance

    | (7) Total shareholder return is calculated for each year based on a fixed investment of $100 from the beginning of the earliest year in the table (December 31, 2020) through the end of each applicable year in the table, assuming reinvestment of dividends. |

  33. Pay versus Performance

    Pay Versus Performance Relationship Disclosures Compensation Actually Paid and Cumulative Total Shareholder Return The graph below compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with our cumulative total stockholder return for the fiscal years ended December 31, 2023, 2022 and 2021. Total stockholder return amounts reported in the graph assume an initial fixed investment of $100 on December 31, 2020. Compensation Actually Paid and Net Loss The graph below compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with our net loss for the fiscal years ended December 31, 2023, 2022 and 2021. Ownership BY Certain Beneficial Owners and Management The following table sets forth information known to the Company regarding beneficial ownership of Company common stock as of April 8, 2024 by:

  34. Pay versus Performance

    | ● | Each person known by the Company to be the beneficial owner of more than 5% of outstanding Company common stock; | | ● | Each of the Company’s named executive officers, directors and director nominees; and | | ● | All executive officers and directors of the Company as a group. |

  35. Pay versus Performance

    Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Common stock issuable upon exercise of options or warrants currently exercisable or exercisable within 60 days are deemed outstanding solely for purposes of calculating the percentage of class and percentage of total voting power of the beneficial owner thereof. The beneficial ownership of common stock of the Company is based on 14,640,831 shares of Company common stock issued and outstanding as of April 8, 2024. Unless otherwise indicated, the Company believes that each person named in the table below has sole voting and investment power with respect to all shares of Company common stock beneficially owned by them.

  36. Pay versus Performance

    | Name and Address of Beneficial | Common Stock (2) | | Series A Preferred Stock (3) | | Combined Voting Power (4) | | | Owner (1) | Number | % | Number | % | Number | % | | Directors and Named Executive Officers: | | | | | | | | Marc Fogassa(5) | 4,617,779 | 31.1% | 1 | 100% | 4,617,779 | 66.5% | | Ambassador Roger Noriega(6) | 392,201 | 2.7% | - | - | 392,201 | 1.3% | | Cassiopeia Olson, Esq.(7) | 16,738 | -% | - | - | 16,738 | -% | | Stephen R. Petersen, CFA(8) | 39,308 | -% | - | - | 39,308 | -% | | Gustavo Pereira de Aguiar | 42,510 | -% | - | - | 42,510 | -% | | Igor Tkachenko | 179,255 | 1.2% | | | 179,255 | -% | | Brian Bernier (9) | 45,033 | -% | - | - | 45,033 | -% | | All executive officers and directors (8 persons)(10) | 5,589,810 | 37.3% | 1 | 100% | 5,589,810 | 68.9% | | Over 5% Stockholders: | | | | | | | | Antonis Palikrousis (11) | 771,038 | 5.3% | - | - | 771,038 | 2.6% | | Mitsui & Co., Ltd. (12) | 1,871,250 | 12.8% | - | - | 1,871,250 | 6.3% |

  37. Pay versus Performance

    | (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. The mailing address of Mitsui & Co., Ltd is 2-1, Otemachi 1-chome, Chiyoda-ku Tokyo 100-8631, Japan. | | (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 the aggregate number and the combined percentage of voting power of our common stock and Series A Preferred voting together as a single class. As of April 8, 2024, 14,640,831 shares of our common stock were issued and outstanding, and one share of our Series A Preferred was issued and outstanding. As described above, the Series A Preferred represents 51% of the total voting power of the common stock. | | (5) Consists of 4,401,453 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; 199,998 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. | | (6) Consists of 387,201 shares of common stock and 5,000 shares underlying vested stock options and stock options that will vest within 60 days. | | (7) Consists of 1,071 shares of common stock and 15,667 shares of common stock underlying vested stock options and stock options that will vest within 60 days. | | (8) Consists of 34,308 shares of common stock and 5,000 shares of common stock underlying vested stock options and stock options that will vest within 60 days. | | (9) Mr. Bernier ceased to be an executive officer in December 2023. | | (10) Consists of 5,248,228 shares of common stock and 341,583 shares of common stock issuable within 60 days. | | (11) Based solely on an Amendment to Schedule 13G filed with the SEC on February 14, 2024, by Mr. Palikrousis. | | (12) See Schedule 13D filed with the SEC on April 10, 2024, by Mitsui& Co., Ltd. |

  38. Pay versus Performance

    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 Proxy Statement 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 Júnior; (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; and (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. CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS The following is a description of transactions since December 31, 2021 to which we were a party in which (i) the amount involved exceeded or will exceed the lesser of $120,000 or one percent (1%) of our average total assets at year end for the last two completed fiscal years and (ii) any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, any of the foregoing persons, had or will have a direct or indirect material interest. Pursuant to its charter, the Audit Committee is responsible for reviewing and approving any transaction that is required to be disclosed pursuant to Item 404(a) of Regulation S-K. Martin Rowley On November 7, 2023, we entered into a Convertible Note Purchase Agreement (the “Purchase Agreement”) with Martin Rowley and other experienced lithium investors relating to the issuance of up to an aggregate of $20,000,000 of convertible promissory notes. Pursuant to the Purchase Agreement, an aggregate of $10,000,000 of notes, which accrue interest at a rate of 6.5% per annum (each a “Note”), were issued, including $2,000,000 of Notes issued to an entity controlled by Mr. Rowley. 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. RTEK International DMCC On July 17, 2023, we entered into a Technical Services Agreement (the “RTEK 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 and a director of the Company. In connection with the appointment of Mr. Talbot as our Chief Operating Officer and a member of our Board, we entered into an Amended and Restated RTEK Agreement (the “A&R RTEK Agreement”) to provide that Mr. Talbot will not receive any compensation in his individual capacity for services under the RTEK Agreement. The A&R RTEK 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 to employees and contractors of RTEK, depending on the achievement of certain milestones. As of April 8, 2024, we have made payments of approximately $2.5 million to RTEK. Apollo Resources and Jupiter Gold The Company holds a 58.71% equity interest in Apollo Resources Corporation, a private company primarily focused on the development of an iron mine located in the state of Minas Gerais in Brazil, and a 27.42% equity interest in Jupiter Gold Corporation (OTCBQ: JUPGF), a company focused on the exploration of two gold projects and a quartzite mine. 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. ADDITIONAL INFORMATION Stockholder Proposals and Nominees for the 2025 Annual Meeting of Stockholders In accordance with Rule 14a-8 of the Exchange Act (“Rule 14a-8”), any proposal of a stockholder intended to be included in our proxy statement for the 2025 Annual Meeting must be received by us no later than December 16, 2024 unless the date of our 2025 Annual Meeting of Stockholders is more than 30 days before or after May 28, 2025, in which case the proposal must be received a reasonable time before we begin to print and mail our proxy materials. The proponent and the proposal must comply with the requirements set forth in the federal securities laws, including Rule 14a-8 of the Exchange Act, in order to be included in the Company’s proxy statement and proxy card for the 2025 Annual Meeting.

  39. Pay versus Performance

    In addition, the Company’s Bylaws establish advance notice procedures that must be complied with for stockholders to bring proposals that are not included in the Company’s proxy materials and nominations of persons for election as directors before an annual meeting of stockholders. In accordance with our Bylaws, for a proposal or nominee not included in our proxy materials to be properly brought before the 2025 Annual Meeting, a stockholder’s notice must be delivered no earlier than January 29, 2025 and no later than February 28, 2025 and must contain the information specified in the Bylaws. In addition to satisfying the foregoing advance notice requirements under our Bylaws, to comply with the universal proxy rules under the Exchange Act, a stockholder who intends to solicit proxies in support of director nominees other than Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 28, 2025, and must also comply with all other requirements of Rule 14a-19 under the Exchange Act. The Company will disregard any proxies solicited for a stockholder’s director nominee(s) if such stockholder fails to comply with such requirements. Stockholders should review our Bylaws, which contain more detailed information regarding the requirements about advance notice of and procedures for stockholder proposals. All proposals should be sent to our corporate office and directed to our Corporate Secretary, Atlas Lithium Corporation, Rua Buenos Aires, 10 –14th Floor, Belo Horizonte, Minas Gerais, Brazil, 30.315-570. Expenses of Soliciting Proxies Certain of our officers and employees may solicit proxies by mail, telephone, fax, e-mail or in person and will not receive any additional compensation for such efforts. We will pay all other costs associated with this Proxy Statement and the solicitation of proxies. Upon request, we will reimburse stockbrokers, dealers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of shares of our common stock. Householding We have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of the Proxy Statement and Annual Report unless we are notified that one or more of these individuals wishes to receive separate copies. This procedure helps reduce our printing costs and postage fees. If you wish to receive a separate copy of this Proxy Statement and Annual Report, please contact: Corporate Secretary, Atlas Lithium Corporation, Rua Buenos Aires, 10 –14th Floor, Belo Horizonte, Minas Gerais, Brazil, 30.315-570. If you do not wish to participate in householding in the future and prefer to receive separate copies of the proxy materials, please contact: Broadridge Financial Solutions, Attention Householding Department, 51 Mercedes Way, Edgewood, NY 11717, telephone 1-866-540-7095. If you are currently receiving multiple copies of proxy materials and wish to receive only one copy for your household, please contact Broadridge. Other Matters The Company does not intend to bring any other matters before the Annual Meeting, nor does the Company have any present knowledge that any other matters will be presented by others for action at the meeting. If any other matters are properly presented, your proxy card authorizes the person named as proxy holder to vote using their judgment.

  40. Pay versus Performance

    | By Order of the Board of Directors, | | Marc Fogassa | | Chairman of the Board of Directors | | April 15, 2024 |