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6-K 1 f6k_051425.htm FORM 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May 2025

 

Commission File Number: 001-40786

 

Sigma Lithium Corporation
(Translation of registrant's name into English)

 

181, Bay Street, Suite 4400
Toronto, Ontario, M5J 2T3, Canada
(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [   ]      Form 40-F [X]

 

 

 

 


EXHIBIT INDEX

 

Exhibit  Description
   
99.1 Management’s discussion and analysis for the three months ended March 31, 2025
99.2 Unaudited Interim Condensed Consolidated Financial Statements for the three-month periods ended March 31, 2025 and 2024
99.3 Press Release dated May 14, 2025

 

 

 

 

 


SIGNATURES

 

Pursuant to the requirements 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.

 

      Sigma Lithium Corporation    
  (Registrant)
   
   
Date: May 14, 2025 /s/ Ana Cristina Cabral
  Ana Cristina Cabral
  Chief Executive Officer
   

 

 

 

EX-99.1 2 exh_991.htm EXHIBIT 99.1

Exhibit 99.1

  

  

 

SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

INTRODUCTION & BACKGROUND

 

This management’s discussion and analysis dated as of May 14, 2025 (this “MD&A”) of the financial condition and results of operations of Sigma Lithium Corporation (“Sigma”, “Sigma Lithium” or the “Company”) constitutes management’s review of the factors that affected the Company’s financial and operating performance for the three-month ended March 31, 2025. This MD&A should be read in conjunction with the audited annual financial statements of the Company for the years ended December 31, 2024 and 2023 together with the notes thereto, and the unaudited condensed interim consolidated financial statements for the three-month periods ended March 31, 2025 and 2024. Results are reported in United States dollars, unless otherwise noted.

 

The Company’s financial statements and the financial information contained in this MD&A are prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

 

Unless inconsistent with the context, references in this MD&A to the “Company” or “Sigma” are references to the Company and its subsidiaries.

 

The Company’s office address is 181, Bay Street, Suite 4400, Toronto, Ontario, M5J 2T3, Canada. The Company’s common shares (“Common Shares”) trade under the symbol “SGML” in the United States on Nasdaq and in Canada on the TSX Venture Exchange (“TSXV”). Additionally, Brazilian Depositary Receipts (“BDRs”) trade under the symbol “S2GM34” in Brazil on the B3 exchange.

 

Further information about the Company and its operations, including the financial statements referred to above and the Company’s annual information form, is available on the Company’s website at www.sigmalithiumresources.com, at www.sedarplus.ca (SEDAR) and at www.sec.gov (EDGAR).

 

The information herein should be read in conjunction with the technical report titled “Grota do Cirilo Lithium Project Araçuaí and Itinga Regions, Minas Gerais, Brazil, dated March 31, 2025, with an effective date of January 15, 2025, (the “Technical Report”), for the resource and reserve estimates. The Technical Report is compliant with the National Instrument 43-101 – Standards of Disclosure for Mineral Projects (NI 43-101).

 

The Technical Report includes information about the Company’s wholly-owned Grota do Cirilo lithium operations (the “Operations”) in Brazil, such as: (i) the mineral reserve and resource estimates for the Xuxa deposit (“Phase 1”), the Barreiro deposit (“Phase 2”) and the Nezinho do Chicão deposit (“Phase 3” and together with Phase 2, "Phase 2 & 3”); (ii) the results of the updated feasibility study on Phase 1 (the “Phase 1 FS”); and (iii) the results of the preliminary feasibility study on Phase 2 and 3 (the “Phase 2 and 3 PFS”).

 

On January 1, 2025, the Company elected to change its presentation currency from Canadian dollars (“CAD”) to United States dollars (“US$”). This change was made to better reflect the Company’s business operations and to enhance the comparability of its financial results with those of other publicly traded companies in the mining industry. The change in presentation currency has been applied retrospectively, and comparative financial information has been restated as of US$ had always been the Company’s presentation currency, in accordance with IAS 21 and IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors.

 

The figures in this MD&A are presented in United States dollars and are referred herein as “$”, “US$” or “USD”. Additionally, Brazilian Reais are denoted as "R$" in this document.

 

Readers should refer to and carefully consider the sections below titled “Risk Factors”, “Cautionary Note Regarding Forward-Looking Information” and “Cautionary Note Regarding Mineral Reserve and Mineral Resource Estimates”.

 

OUR BUSINESS

 

Sigma Lithium is a commercial producer of high purity, environmentally sustainable, lithium oxide concentrate. The Company’s existing Phase 1 operations, along with its planned Phase 2 and 3 expansions to triple capacity, represent one of the largest hard rock lithium mining and beneficiation complexes in the world. Our assets are located in the municipalities of Araçuaí and Itinga in the northeastern part of the state of Minas Gerais, Brazil. The Company owns 100% of the operating assets indirectly through its wholly-owned subsidiary Sigma Mineração S.A. (“Sigma Brazil”), with the leasehold area comprised of 29 mineral rights (which include mining concessions, applications for mining concessions, exploration authorizations, applications for mineral exploration authorizations) spread over 185 km2, located within the broader 19,000-hectare land package held by Sigma Brazil (containing the Grota do Cirilo, Sao José, Genipapo and Santa Clara properties).

 

  |1
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

Sigma’s operations are vertically integrated, with the Company’s mines supplying spodumene bearing material to its lithium production and processing plant (the “Greentech Plant”). The Greentech Plant is designed and operated to produce a 5.1% to 6.0% high purity lithium oxide concentrate (“Green Lithium”), engineered to the specifications of the Company’s customers in the rapidly expanding lithium-ion battery supply chain for electric vehicles (“EVs”), in an environmentally friendly way through a fully automated and digital dense medium separation (“DMS”) technology process.

 

Sigma is taking a phased approach to its operations, with production at its Phase 1 Greentech Plant and associated mine commencing in April 2023. At 270,000 tonnes per annum of 5.5% lithium oxide concentrate production capacity, Phase 1 has positioned the Company as a globally relevant, Tier-1, concentrate producer. The Company is active in expanding its production footprint having issued a Final Investment Decision (“FID”) on its Phase 2 project on April 1, 2024. Phase 2 would take consolidated capacity to 520,000 tonnes per annum of 5.5% concentrate. The existing shared infrastructure built with the Phase 1 Greentech Plant is expected to support two additional production lines, with each of the eventual 3 phases designed to follow a similar flowsheet as demonstrated at Phase 1.

 

The Sigma Greentech Plants also produce a low-grade, high-purity, zero-chemical, hypofine by-product (“Green By-Products”) at approximately 1.3% lithium oxide (“Li2O”). Depending on market conditions, these Green By-Products can be sold to strengthen Sigma’s ESG-centric approach to pioneer a “zero tailings” environmental sustainability strategy, minimizing the environmental footprint of tailings storage with a positive ecosystem impact, while also generating an additional revenue stream to the Company.

 

Since its inception in 2012, the Company’s mission has emphasized environmental, social, and governance (“ESG”) practices to support sustainable development. The Company is also actively engaged in social programs that promote sustainable development and inclusion—including on its Board of Directors (the “Board”)—as well as initiatives to upskill local communities in the region where it operates.

 

As part of this commitment, the Company has adopted the strategies outlined in Table 1 to advance its operations in a responsible and sustainable manner. Notably, the Company has successfully delivered on its “net zero carbon” program through the purchase of carbon credit in-setting, achieving “quintuple zero” status: zero net carbon, zero tailings dams, zero hazardous chemicals, zero use of potable water, and zero dirty power, from the outset of operations.

 

Looking ahead, Sigma plans to further enhance its ESG initiatives through innovative programs, including increasing the use of biofuels to 50% in its trucking fleet.

 

Table 1: Summary of Sigma’s ESG-Driven Decisions & Strategies

 

Governance Sustainable Development Greentech Plant
CEO / Co- Chairpersons: 100% / 50% female (1) Phase 1 built as two pits to
preserve seasonal stream
Zero net carbon, tailings dams and hazardous chemicals
Board Independence: 60% independent (2)
Board Committees Chair Independence: 75% independent (3) Social programs / commitment
to local hiring and training
Zero potable water use
Board Diversity: 40% female representatives / LGBTQ representation (4) 100% green hydro power

(1) The Company’s CEO is female (100%); and the Board has two chairpersons whose one (50%) is female.

(2) The Board has five members, and three of them (60%) are independent.

(3) Three of the four Board Committees are chaired by independent directors (75%).

(4) The Board has two members (40%) that represent women and LGBTQ community.

 

  |2
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

CORPORATE HIGHLIGHTS

 

The Company notes the following corporate highlights for the three-month period ended March 31, 2025:

 

§ On March 13, 2025, Mr. Junaid Jafar was appointed as a new independent member of the Board of Directors, replacing Mr. Bechara Azar, who resigned from his position on the Board for personal reasons. Mr. Jafar is currently the Chief Investment Officer at Al Muhaidib Investment Office, which is the family office of Al Muhaidib Group, one of the largest private conglomerates in the Middle East headquartered in Dammam, Saudi Arabia. Mr. Jafar’s professional expertise spans direct investments across private equity, private credit globally and throughout the Middle East. With nearly 30 years in investment management, he has previously worked at J.P. Morgan, Fitch Ratings and Janus Henderson in London, as well as at Emerging Markets Partnership and Tadhamon Capital in Bahrain. He is a Fellow of the Institute of Chartered Accountants England & Wales (ICAEW) and holds a bachelor’s degree in economics and political science from Middlebury College in Vermont, USA.

 

FINANCIAL HIGHLIGHTS

 

For the three-month period ended March 31, 2025, the Company notes the following financial highlights:

 

§ Reported revenue of $47.7 million, 28% increase compared to 1Q24

§ Achieved better than target quarterly costs:

- CIF China cash operating costs of $458/t in 1Q25, 8% below target of $500/t.

- All-in sustaining cash costs (AISC) totaled $622/t in 1Q25, 6% below target of $660/t.

§ Strong margins in 1Q25: reflecting profitability and operational efficiency.

- Cash gross margin of 35%.

- Adjusted EBITDA margin of 24%.

§ Reported net income of $4.7 million or $0.04 per share.

 

GREENTECH PLANT PRODUCTION HIGHLIGHTS

 

Sigma Lithium’s production of green lithium oxide concentrate totaled 68,308 tonnes for the three-month period ended March 31, 2025.

 

As of the date of this MD&A, the Company has the following operational updates related to its Greentech Plant 1:

 

§ The Company continued process optimization at Greentech Plant 1, focusing on improving ultrafines screening efficiency and stabilizing the DMS cyclones, leading to higher production recoveries.

§ As part of the 2Q25 maintenance plan, the thickener module will be upgraded to improve processed water filtration and recovery, enhancing overall plant efficiency.

§ Scheduled crusher module maintenance in late May of 2025 will replace existing screens with newly designed ones to improve reliability and reduce future maintenance costs.

 

Table 2: Summary of Key Phase 1 Operating Metrics

 

Key Operating Metrics Unit Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025
Production            
Green Lithium Production (kt)(1) 54.2 49.4 60.2 77.0 68.3
Grade of Green Lithium shipped loading (%) 5.4% 5.5% 5.2% 5.2% 5.0%
Sales            
Green Lithium Oxide Concentrate (kt)(1) 52.9 52.6 57.5 73.9 61.6
Total Net Revenue ($ million) 37.2 45.9 20.9 47.3 47.7

 

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SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

Going forward, the Company intends to remain focused on completing the following key workstreams in 2025:

 

§ Continue to maximize daily production levels; expect an improvement from screen investment in 2Q25;

§ Analyze further opportunities to optimize plant flowsheet to drive better plant throughput and consistency; and

§ Optimize preventive maintenance schedules for the crusher plant to maximize operational uptime and ensure consistent, reliable performance.

 

Commercial Agreements

 

Sigma Lithium completed one large shipment of Green Lithium during the three-month period ended March 31, 2025, which was priced on a provisional basis through IRH Global Trading Ltd ("IRH"). In total, the Company sold 61,584 tonnes in the first quarter. 

 

Health & Safety

 

Health and safety remain Sigma’s primary focus at the operating site, and the Company is proud to report the following achievements as of the date of this MD&A:

 

· Strengthening HSE Strategy: The alignment of the Health, Safety, and Environment (HSE) operational strategy has been a priority, ensuring that senior management’s values are effectively communicated and translated into leadership at the operational level. Clear and effective communication has been key to ensuring that all personnel understand the strategy, its objectives, and their individual roles in its implementation. This alignment helps to streamline efforts and prioritize safety outcomes;

 

· Employee Engagement & Safety Leadership: Sigma promotes employee involvement as a core principle in the continuous improvement of its health and safety system. This commitment has been reinforced through the strengthening of the Internal Accident Prevention Committee. In January 2025, new committee members were elected, followed by two meetings aimed at advancing the Company’s safety culture; and

 

· Workshops & Safety Culture Development: In 2025, monthly safety meetings have been held with contracted teams to foster the collective development of a strong workplace safety culture. Practical actions have been implemented, including the regular sharing of best practices among team members.

 

Over the twelve months ended December 31, 2024, the Company recorded seven reportable cases and a total recorded injury frequency rate of 2.35, based on the International Council on Mining and Metals (ICMM) metric of total recorded cases per hours worked. The Company has achieved 514 consecutive days without a Lost Time Injury (LTI), reinforcing its commitment to workplace safety and operational excellence.

 

In the first quarter of 2025, the Company further improved its performance, reaching a TRIFR of 1.23 and extending its record to 604 consecutive days without a Lost Time Injury (LTI).

 

MINING HIGHLIGHTS

 

As of the date of this MD&A, the Company reports the following highlights and advancements in its 2025 mining activities:

 

§ A Geo-Metallurgy Manager has been hired to lead the development and integration of geo-metallurgical practices across mine planning and operations;

 

§ The first geo-metallurgical model has been developed, including predictive outputs for yield and metallurgical recovery (“MR”), and is now being used to support mine planning and Dense Media Separation (DMS) strategies;

 

§ The restructuring of the mine planning team has led to a revision of pit geometry, resulting in improved productivity and increased volumes of liberated ore;

 

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SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

§ The greater availability of ore has contributed to more consistent ROM volumes and quality, providing enhanced stability for downstream processing;

 

§ A new Drilling and Blasting Manager has also been appointed. Updated drill and blast plans are focused on maximizing fragmentation quality, improving excavator productivity, and reducing the number of blasting events. These efforts have also yielded benefits in terms of geotechnical stability and improved relationships with surrounding communities;

 

§ The multi-pit and phase mine plan continues to evolve, confirming strong synergies among Phases 1, 2, and 3, as outlined in the FY2024 MD&A;

 

§ A new Mine Control Room was inaugurated, enabling centralized command of mine operations and maximizing the Overall Equipment Effectiveness (OEE) of our drilling, loading, and hauling fleets;

 

§ Ongoing initiatives continue to assess optimization of equipment size and configuration to improve both productivity and cost efficiency;

 

§ Further enhancements in grade control are underway through improved monitoring of dispatched trucks, reducing ore losses and contamination, and minimizing feed variability at the processing plant.

 

Table 3: Total Mined and Processed Material

 

(Kt volume) Units 2Q23 3Q23 4Q23 2023 1Q24 2Q24 3Q24 3Q24 2024 1Q25
Ore mined dmt 124 381 435 966 389 298 397 478 1.562 395
Waste mined dmt 3,343 2,922 2,533 10,394 4,275 6,365 5,097 4,452 20,189 5,026
Total material mined dmt 3,467 3,303 2,968 11,360 4,664 6,663 5,494 4,930 21,751 5,421
Ore crushed dmt 108 343 397 848 389 348 416 476 1.629 396
Ore processed dmt 81 320 376 777 391 346 368 405 1.510 382

(1)kt = thousands of tons ; (2)dmt = dry metric tonnes

 

PHASE 2 DEVELOPMENT PROGRESS

 

During the three-month period ended March 31, 2025, Sigma advanced the development of its Phase 2 expansion project with formal earthworks, terracing and civil works.

 

As a reminder, on April 1, 2024, the Company announced an FID – Final Investment Decision was made by the Sigma Board to green light the project and begin earthworks. The Phase 2 expansion is expected to add 250,000 tonnes per annum of 5.5% Green Lithium production capacity. This would bring the total annual lithium oxide concentrate production capacity at Sigma’s Grota do Cirilo operations to 520,000 tonnes.

 

The capital expenditure (“capex”) total for the Phase 2 is expected to be $101 million (FEL3), with commercial production from Phase 2 ramping up in 2026.

 

The existing shared infrastructure built with the Phase 1 Greentech Plant is expected to support two additional production lines, including Phase 2. To reduce execution risk, Sigma is deploying a similar engineering flowsheet as demonstrated at Phase 1 and is using most of the same parts suppliers. The Company has taken from its experiences in operating the Phase 1 plant to make upgrades to the Phase 2 design where applicable. 

 

  |5
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

Table 4: Uses of Cash Analysis for Phase 2 Construction

 

Capex (000 USD) Phase 1 (actual) Phase 2 (budget )
MINE 7,337 0,000
Mine General 5,259 0,000
Mine Infrastructure General 2,078 0,000
Industrial Site Construction 16,600 16,454
Earthworks 4,173 7,216
Infrastructure 12,427 9,238
Industrial Plant 64,357 62,128
Crushing System 17,378 21,255
DMS System 29,466 31,096
Assembly Direct and Construction Management 3,167 3,409
Civil Direct and Construction Management 6,295 5,417
Substation 8,051 0,951
Environmental 11,775 10,962
Water Recycling 3,259 3,094
Tailings Dry Stack 4,901 5,668
Sewage & Water 3,615 2,199
R&D Engineering Design 17,222 5,029
Engineering 17,222 5,029
Construction Management 9,028 6,398
Construction Management 7,388 5,484
Procurement 1,640 0,914
(=) Construction Capex (*) 126,321 100,970
Construction Addition 0,000 6,536
Acceleration Plan   6,536
(=) Total Construction Capex 126,321 107,506
Others 5,584 (0,149)
WC (Spare Parts) 7,034 1,025
VAT Tax Benefit (1,451) (1,174)
(=) Total Capex 131,904 107,357

 

ESG & SUSTAINABILITY HIGHLIGHTS

 

Sigma’s mission statement and key focus has been guided by making business decisions in a manner consistent with furthering the UN SDGs and adhering to the highest level of ESG practices.

 

Specifically, Sigma is focused on the following three pillars: (i) sustainable development; (ii) minimizing the environmental impact of our operations; and (iii) improving the lives of those in and around the region where we operate. Further, the Company remains focused on global leadership to increase awareness of our “green battery metals” approach.

 

Sigma is proud to report the progress made during the three-month periods ended March 31, 2025 and 2024, to advance its social and environmental programs, which have been developed to ensure the sustainable operation of the integrated mining and beneficiation complex and development of the Jequitinhonha Valley region.

 

Environmental Programs Updates

 

The main environmental activities planned for the rainy season, which began in the last quarter of 2024, were successfully completed during the first quarter of 2025. These efforts focused on the restoration and conservation of local biodiversity, as outlined below:

 

  • The Company completed the planting of 20,000 native seedlings in degraded areas surrounding the project site, marking a significant step forward in its ecological restoration program;
  • At the onset of the rainy season, topsoil was applied to the surface of waste rock piles, followed by hydroseeding and the installation of biomats. These measures were finalized in February 2025 and contributed meaningfully to revegetation, biodiversity preservation, and the mitigation of environmental impacts; and
  • An extensive biodiversity monitoring campaign was conducted by a team of biologists, who assessed the evolution of local fauna to support ongoing conservation and habitat restoration initiatives.

 

  |6
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

For the second quarter of 2025 the main actions planned are:

 

  • An extensive Dust Suppression Polymer Program will be implemented as part of the Company's Zero Dust Initiative. This measure is strategically aligned with the onset of the dry season in Brazil's semi-arid region.
  • The Company will intensify the use of water trucks for dust control in surrounding community areas. This initiative goes beyond Sigma’s operational footprint and aims to enhance community perception and well-being.

Social Programs Initiatives & Updates

 

Sigma’s activities related to its social programs are summarized below.

 

§ Microcredit Program: In 2022, Sigma established the largest microcredit program in Brazil, which has been targeted for female entrepreneurs in the Jequitinhonha Valley region. Through this program, the Company encourages sustainable development by providing microcredit loans of R$2,000 per person and providing mentorship programs. The Company is proud to report that as of the date of this MD&A, 2,258 female entrepreneurs have enrolled in the program, 1,892 videoconferences have been held, 4,388 interactions via mobile messaging or video conferences with their business advisors and 1,592 participants have already received the microcredit. In June 2025, approximately 150 new loans will be given using the repayable amount, resulting from payments made by women who already have their small and medium-sized businesses up and running, in addition to having already paid off their loans.This program advances the goals of UN’s SDGs #5 (Gender Equality), #8 (Decent Work and Economic Growth) and #10 (Reduced Inequalities).

 

§ Zero Drought for Small Holder Farmers Program: In 2023, the Company announced the “Zero Drought for Small Holder Farmers” program consisting of the construction of 1,000 small rainwater capture structures in the municipality of Itinga and another 1,000 in the municipality of Araçuaí, totalling 2,000 structures in the mid Jequitinhonha Valley region. As of the date of this MD&A, 700 rainwater capture basins have been built in the municipality of Itinga and 700 in the municipality of Araçuaí. These water capture basins are dug into the ground and located at strategic points to prevent soil erosion during the heavy rainfall season, store water for irrigation of small crops during the dry periods and contribute to increasing the volume of water that will feed the region’s aquifers. The Company will donate to the municipalities structures which will be built via third-party contractors to support the need. The municipalities completed the geolocation studies for the allocation of the structures.

 

§ Water For All Program: To further combat the impacts of water scarcity in the Jequitinhonha Valley region, the Company provided 151 water tanks to date for residents located in the surrounding areas of the Greentech Plant. The drinking water tanks are refilled monthly with the support of tanker trucks and staff provided by Sigma. By March, we have completed 20 months of water supply in the neighboring communities. This program advances the goals of UN’s SDG #6 (Clean Water and Sanitation).

 

§ Combating Violence Against Women Program: The Company implemented a program, in partnership with the Justice Court of the state of Minas Gerais, targeting domestic abuse against women in the Jequitinhonha Valley region. This program advances the goals of UN’s SDGs #5 (Gender Equality) and #11 (Sustainable Cities and Communities).

 

§ Homecoming Employment Program: Sigma remains committed to prioritizing employing local people in the Jequitinhonha Valley region. The Company is proud to report that it continued to make progress on this initiative, with 98% of its employees living in the region. This program advances the goals of UN’s SDGs #8 (Decent Work and Economic Growth) and #10 (Reduced Inequalities).

 

§ Education Program for Mining Technicians Program: In order to support the Homecoming Employment Program, Sigma established a partnership between the Federal University of Vales do Jequitinhonha e Mucuri (Campus Janaúba) and the Federal Institute of Education of Araçuaí in January 2022, establishing the first program to train mining technicians in the region. The educational program will be taught by ten teachers over a three-year period with a workload of approximately 1,200 hours. Sigma is proud to announce that, as of the date of this MD&A, 40 individuals from the Jequitinhonha Valley region have successfully graduated from the program in 2024. The Company looks forward to welcoming these graduates to its operational team. This program advances the goals of UN SDGs #4 (Quality Education) and # 17 (Partnership for the Goals).

 

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SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

§ Zero Hunger Action Program: The Company remains committed to humanitarian relief efforts, continuing to deliver food baskets annually, with 600 distributed per month. This initiative was first established in 2021, at the peak of the COVID-19 pandemic, to support vulnerable families in the Vale do Jequitinhonha region. Currently, the Company continues to distribute 600 food baskets per month, with 300 allocated to the Municipality of Itinga and 300 to the Municipality of Araçuaí. The decision to maintain this program reflects the Company's recognition of the ongoing vulnerability faced by families in the region. This initiative aligns with the UN’s SDGs #1 (No Poverty), #2 (Zero Hunger), and #17 (Partnerships for the Goals).

 

Being a Child Program: During the second quarter of 2023, the Company committed to a series of initiatives to help promote sustainable development in the communities of Poço Dantas, Ponte do Piauí and Taquaral Seco, located relatively close to the enterprise. Sigma financed the renovation and expansion of a school in the community, which benefits approximately 30 local children, delivered in January of 2024. In December 2023, Sigma refurbished the outdoor sports court, which is helping promoting sports and community building in the area.

 

Another partnership between Sigma Lithium and Itinga City Hall, through the municipality's Department of Education and Culture, is promoting after-school classes at Escola Municipal Nuno Murta, in the community of Poço Dantas.

 

In addition to the after-school program for children in Poço Dantas, Sigma launched a literacy program for youth and adults in October 2024. This initiative supports individuals who have not previously had the opportunity to learn to read and write, helping to promote inclusion and lifelong learning within the community.

 

Launched in June 2024, after-school activities have also been extended to Escola Municipal José Gonçalves, located in the municipality of Araçuaí and serving several rural communities. The program incorporates musicality, body expression, and cultural elements from the Jequitinhonha Valley, enriching the experience of more than 200 students. This initiative is carried out in partnership with the Araçuaí City Hall, through its Department of Education.

 

In line with its social investment strategy, which aims to strengthen education in the communities where Sigma operates, the Company, in partnership with the Itinga Department of Education and Culture, refurbished the Vira-Mundo nursery school in Itinga in July 2024. This initiative is already benefiting over 70 children aged 0 to 6 by providing access to educational activities in a safer and more comfortable environment. Additionally, parents working at Sigma, as well as those employed in other local sectors, will also benefit from this contribution.

 

§ Sigma Visit Program "Open Doors" - With the aim of strengthening relationships with its stakeholders and sharing the good practices it has developed, in November 2023 Sigma began its visit program by welcoming technical courses in Taquaral de Minas, Itinga district and neighboring communities. In partnership with operations, geology and the environment departments, the social area conducts a structured program of visits to the Company's operations. The program prioritizes neighboring communities and schools with technical training. This program advances the goals of UN’s SDGs #4 (Quality Education), #12 (Responsible Production and Consumption), and #13 (Climate Change).

 

§ Grievance Mechanism: In light with the UN Guiding Principles on Business and Human Rights, Sigma Lithium has a channel for handling complaints and manifestations (Grievance Mechanism) from interested parties, offering a customer service team and a manifestation management system, in addition to being prepared for the receipt, analysis, processing and feedback for the manifestations received. The system has:

 

- 24/7 customer service team: 0800 channel, WhatsApp, email, receptive and active;

 

- Certified and secure manifestation management system, which allows recording of receipt, analysis, processing and returns; and

 

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SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

- Service procedures, in accordance with human rights guidelines and main international and national indicators for managing the mechanism (adapted to accommodate people with special needs and accept anonymous calls).

 

Sigma Lithium’s goals with the manifestation channel are:

 

- Expanded knowledge of the demands of society in general;

 

- Reception and forwarding of social events;

 

- Improvement of the organization's way of doing things, through the inputs provided by registering complaints and grievances;

 

- Anticipation of scenarios for mitigating crises/social conflicts, based on monitoring indicators and defining goals;

 

- Contribution to the construction of relevant organizational and relationship strategies, for continuous improvement of the ability to communicate with stakeholders and forward solution; and

 

- Improved relationships and dialogue to increase credibility with interested parties, generating shared value.

 

Engaging and listening to local communities

 

Since the start of its operations, the Company has maintained an ongoing dialogue with the residents of the communities where it operates. Regular face-to-face meetings have been held with the local community to discuss mutual interests and concerns. During each dialogue session, Sigma collaborates with internal experts to listen to community feedback, including concerns, demands, and suggestions, fostering transparency and strengthening the relationship between the Company and the local population. Together, solutions are developed, community interests are addressed, and progress is continuously monitored.

 

The Company is supported by a dedicated team specializing in human rights, community relations, and social dialogue. This team regularly visits residents to monitor the progress of social projects and ensure ongoing engagement with the community. In addition to in-person meetings, the Company has launched a 24/7 communication system, allowing residents to make free phone calls and send WhatsApp messages. The channel is accessible to individuals with special needs and also accepts anonymous calls, ensuring inclusivity for all.

 

Sigma Lithium has always fostered open and transparent dialogue with local communities. With the introduction of these new communication channels, the Company further strengthens its connection with residents, enhancing dialogue, promoting active listening, and supporting local development. All dialogue initiatives align with the key human rights principles outlined by the United Nations and other national and international organizations.

 

Corporate Governance Updates

 

§ On March 13, 2025, Mr. Bechara Azar resigned from his position on the Board for personal reasons. On the same date, Mr. Junaid Jafar joined the Board.

 

§ The current composition of the Company’s internal committees is as follows:

 

· Audit, Finance and Risk Committee (formerly named Audit Committee): comprised of Eugênio de Zagottis (Chairperson), Alexandre Rodrigues Cabral and Junaid Jafar, so as to be comprised entirely of Independent Directors.

 

· People & Governance Committee (formerly named Corporate Governance, Nomination and Compensation Committee): comprised of Marcelo Paiva (Chairperson), Eugênio de Zagottis and Junaid Jafar.

 

  |9
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

· ESG Committee: comprised of Alexandre Rodrigues Cabral (Chairperson), Ana Cristina Cabral, and Maria José Gazzi Salum.

 

· Technical Committee: comprised of Alexandre Rodrigues Cabral (Co-Chairperson), Vicente Lobo (Co-Chairperson), Ana Cristina Cabral and Marcelo Paiva.

 

REGULATORY & LICENSING UPDATES

 

Licensing Updates

 

On December 21, 2024, Sigma obtained the Preliminary License, the Installation License, and the Operating License (“LP", “LI” and “LO”, respectively) for its Phase 2 – Barreiro mine. Once again, the approval was unanimous by the State Environmental Policy Council (“COPAM”), the board responsible for voting and awarding environmental licenses in the State of Minas Gerais, including the votes of non-governmental organizations representatives. This milestone enables Sigma to expand its mineral lithium production capacity to up to 5.5 million tonnes per year.

 

On January 31, 2024, Sigma was awarded its LP, LI and LO to install and operate its second Greentech Plant by the State of Minas Gerais. The Company, once again, received unanimous approval by all members of the COPAM, including the vote of the board members representing the NGOs.  The obtainment of the LP, LI and LO for its second Greentech Plant allows the Company to further expand its industrial beneficiation and processing capacity of lithium minerals to up to a total of 3.7 million tonnes per year.

 

Litigation Updates

 

On March 18, 2024, the Company received an Initiation Letter of Arbitration by LG Group subsidiary, LG Energy Solution, Ltd. (“LG-ES“) from the International Centre for Dispute Resolution of the American Arbitration Association. LG-ES is alleging that Sigma Lithium is in breach of certain provisions in connection with the term-sheet dated October 5, 2021, relating to offtake arrangements for the purchase of lithium oxide concentrate from the Company. The Term-Sheet was subject to, amongst other things, completion of the negotiation of definitive written agreements between the parties. The Company believes the claims are without merit. The legal counsel of the Company has formally attributed the probability of LG prevailing in this arbitration as possible. The amount involved is currently undetermined.

 

As of March 31, 2025, the Company is involved in civil and labor lawsuits totaling $6,168 for which the likelihood of loss has been assessed as possible by our external legal advisors, and $1,934 for cases assessed as probable losses, for which accounting provisions have been recognized.

 

SELECTED FINANCIAL INFORMATION

 

Quarterly Information 2025 2024 (as restated) 1 2023 (as restated) 1
(in $ millions) Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2
Total Assets 348.3 327.1 368.9 414.1 429.6 367.5 336.1 288.2
Property, Plant & Equipment 152.5 141.0 166.5 163.1 175.0 180.9 171.4 175.1
Loans and Export Prepayment 168.7 173.6 181.18 219.5 201.5 128.9 111.1 100.3
Sales Revenue 47.7 47.3 20.9 45.9 37.2 38.2 96.9 -
Cost of Goods Sold and Distribution (34.2) (32.0) (29.2) (29.8) (28.6) (33.4) (35.1) -
Expenses (3.8) (36.8) (15.7) (29.1) (16.1) (14.5) (20.0) (33.1)
Income Tax and Social Contribution (5.0) 13.0 (1.1) 2.2 0.5 0.2 (5.3) -
Net Income / (Loss) for the Period 4.7 (8.5) (25.1) (10.8) (7.0) (9.5) 36.5 (33.1)

(1) On January 1, 2025, the Company decided to present its financial statements in United States dollars as mentioned in “Introduction & Background” section.

 

  |10
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

Q1 2025 The total assets increased $21.2 million, mainly due to $15.5 million in trade accounts receivable due to sales made in this quarter and $11.5 million in property, plant and equipment due to the foreign currency translation adjustment of subsidiaries in the amount of $11.1 million and $3.2 million in depreciation of the assets, which were partially offset by new additions of $3.7 million in the period. Loans and export prepayment decreased $4.9 million mainly due to $20.8 million new export prepayment trade finance lines of credit raised during the quarter, with an average interest rate of 9.6% p.a. and $4.9 million in interest accrual for the period, offset by the repayment of principal of export prepayment trade finance of $31.0 million. Net income of $4.7 million during the three-month period ended March 31, 2025, consisted of a gross profit of $13.5 million, obtained from $47.7 million in sales revenue and $34.2 million in cost of goods sold and distribution costs. Additionally, the Company incurred $1.2 million in salaries and benefits; $1.4 million in legal services; $0.5 million in insurance; $0.2 million in sales expenses; $2.5 million in other general corporate expenses; $0.8 million in stock-based compensation and $2.9 million in financial income (expenses), net.

 

Q4 2024 Total assets decreased $41.8 million, mainly due to $25.5 million in property, plant and equipment due to the foreign currency translation adjustment of subsidiaries in the amount of $19.0 million and $4.5 million in depreciation of the assets. Loans and export prepayment increased $7.6 million mainly due to $13.6 new export prepayment trade finance lines of credit raised during the quarter, with an average interest rate of 8.1% p.a. and $5.1 million in interest accrual for the period, offset by the repayment of principal of export prepayment trade finance of $10.0 million and $14.9 million in payment of interest, which $2.0 million on export prepayment trade finance, $0.3 million on Brazilian Development Bank of Minas Gerais (“BDMG”) agreements and $12.6 million on long-term export prepayment. Net loss of $8.5 million during the three-month period ended December 31, 2024, consisted of a gross profit of $15.3 million, obtained from $47.3 million in sales revenue and $32.1 million in cost of goods sold and distribution costs. Additionally, the Company incurred $0.8 million in salaries and benefits; $0.7 million in legal services; $0.2 million in insurance; $1.2 million in sales expenses and commissions; $2.6 million in accrual for contingencies; $1.9 million in other general corporate expenses; $2.5 million in stock-based compensation and $26.8 million in financial income (expenses), net.

 

Q3 2024 Total assets decreased $45.2 million, mainly due to $50.8 million in trade accounts receivable due to sales made in the second and third quarters being partially received before September 30, 2024. Loans and export prepayment decreased $38.3 million mainly due to $69.8 million of repayment of principal the export prepayment trade finance, offset by a new export prepayment trade finance lines raised during the period, in the amount $28.6 million, with an average interest rate of 8.8% p.a. Net loss of $25.1 million during the three-month period ended September 30, 2024, consisted of sales revenue $20.9 million as a result of provisional price adjustment due to the decrease in average prices realized during the period and $29.2 million in cost of goods sold and distribution costs. Additionally, the Company incurred $1.3 million in salaries and benefits; $1.0 million in legal services; $0.5 million in insurance; $0.5 million in public company costs; $2.5 million in other general corporate expenses; $1.4 million in stock-based compensation and $8.4 million in financial income (expenses), net.

 

Q2 2024 Total assets decreased $15.6 million, mainly due to $11.9 million in property, plant and equipment due to the foreign currency translation adjustment of subsidiaries in the amount of $19.2 million and $3.2 million in depreciation of the assets, which were partially offset by new additions of $11.2 million in the period. Loans and export prepayment increased $18.0 million mainly due to $47.6 million in new export prepayment trade finance lines of credit raised during the period, with an average interest rate of 10.3% p.a., $5.4 million in interest accrual for the period, this effect was partially offset by the repayment of principal of export prepayment trade finance of $33.1 million. Net loss of $10.8 million during the three-month period ended June 30, 2024, consisted of a gross profit of $16.2 million, obtained from $45.9 million in sales revenue and $29.8 million in cost of goods sold and distribution costs. Additionally, the Company incurred $1.3 million in salaries and benefits; $0.9 million in legal services; $0.6 million in insurance; $0.7 million in public company costs; $2.7 million in other general corporate expenses; $1.9 million in stock-based compensation; $2.0 million in accrual for contingencies and $18.6 million in financial income (expenses), net.

 

Q1 2024 The total assets increased $62.0 million mainly due to $59.6 million in cash and cash equivalents due to financing activities and $6.6 million in trade accounts receivable due to shipments made in the first quarter of 2024. Loans and export prepayment increased primarily due to $88.5 million are mainly due new export prepayment trade finance lines of credit raised during the first quarter of 2024, with an average interest rate of 9.8% p.a., $4.6 million in interest accrual for the period, this effect was partially offset by the repayment of principal of export prepayment trade finance of $9.3 million and $11.4 million in payment of interest on long-term export prepayment. Net loss of $6.9 million during the three-month period ended March 31, 2024, consisted of a gross profit of $8.6 million, obtained from $37.2 million in sales revenue and $28.6 million in cost of goods sold and distribution costs. Additionally, the Company incurred $1.2 million in salaries and benefits; $0.4 million in legal services; $0.7 million in accounting end audit service; $0.6 million in insurance; $7.0 million in financial income (expenses), net, $0.9 million in sales expenses and commissions; $1.4 million in other general corporate expenses and $2.3 million in stock-based compensation.

 

  |11
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

Q4 2023 Total assets increased by $31.5 million, primarily due to $20.3 million in cash and cash equivalents resulting from sales recognized during the quarter, an additional tranche of $6.4 million drawn from BDMG, and an increase of $9.4 million in property, plant and equipment as the Company continued to finalize the commissioning and construction of its Phase 1 Greentech Plant. Loans and export prepayment increased by $20.5 million primarily due to the additional tranche drawn from BDMG in the amount of $6.4 million with an interest rate of 3.88% p.a., and interest accrual on the long-term export prepayment of $11.5 million. Net loss of $9.5 million during the three-month period ended December 31, 2023, consisted of a gross profit of $4.8 million, obtained from $38.2 million in sales revenue and $33.4 million in cost of goods sold and distribution costs. Additionally, the Company incurred $2.0 million in salaries and benefits; $2.7 million in legal services; $0.9 million in insurance; $3.0 million in financial income (expenses), net, $4.1 million in other general corporate expenses and $0.3 million in stock-based compensation.

 

Q3 2023 Total assets increased primarily due to the $47.8 million increase in customers, referring to sales carried out at the end of the third quarter. Loans and export prepayment increased primarily due to a $10.8 million new export prepayment trade finance agreement, with an interest rate of 15.48% p.a. Net income of $36.5 million during the three-month period ended September 30, 2023, consisted of a gross profit of $61.8 million, obtained from $96.9 million in sales revenue and $35.1 million in cost of goods sold and distribution costs. Additionally, the Company incurred $3.7 million in salaries and benefits; $3.0 million in legal services; $0.9 million in advertising and public relations; $1.0 million in insurance; $2.5 million in advisory and consulting services; $8.0 million in financial income (expenses), net, $0.9 million in other general corporate expenses and $1.8 million in stock-based compensation.

 

Q2 2023 Total assets increased primarily due to $19.1 million increase in property, plant and equipment as the Company continued to finalize the commissioning and construction of its Phase 1 Greentech Plant. Net loss of $33.1 million during the three-month period ended June 30, 2023, consisted of $3.6 million in salaries and benefits; $1.7 million in legal services; $1.2 million in accounting and auditing services; $1.1 million in insurance; $3.7 million in other general corporate expenses and $21.8 million in stock-based compensation.

 

  |12
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

Selected consolidated financial information is as follows:

 

Financial Position

 

As of March 31, 2025 compared to Year Ended December 31, 2024

 

Financial Position     2025       Change
2025 vs 2024
      2024       Change
2024 vs 2023
      2023  
          (As restated)1           (As restated)1  
(in $ millions)     Full year         Full year           Full year  
Cash and cash equivalents     31,111       (14,807 )     45,918       (2,666 )     48,584  
Trade accounts receivable     27,035       15,451       11,584       (10,816 )     22,400  
Inventories     21,232       5,092       16,140       1,473       14,667  
Advance to suppliers     7,134       (2,593 )     9,727       4,400       5,327  
Accounts receivable from related parties     —         —         —         (10 )     10  
Prepaid expenses and other assets     2,264       (770 )     3,034       (270 )     3,304  
Recoverable VAT and other taxes     9,089       2,721       6,368       (6,971 )     13,339  
Total current assets     97,865       5,094       92,771       (14,860 )     107,631  
                                         
Judicial deposits     6       6       —         (49 )     49  
Loans and accounts receivable from related parties     15,897       2,944       12,953       3,025       9,928  
Recoverable VAT and other taxes     1,948       636       1,312       1,312       —    
Deferred income tax and social contribution     16,038       (3,192 )     19,230       17,669       1,561  
Cash held as collateral     12,686       —         12,686       1,167       11,519  
Property, plant and equipment     152,533       11,508       141,025       (39,831 )     180,856  
Deferred exploration and evaluation expenditure     51,340       4,199       47,141       (8,875 )     56,016  
Total non-current assets     250,448       16,101       234,347       (25,582 )     259,929  
Total assets     348,313       21,195       327,118       (40,442 )     367,560  
                                         
Suppliers     38,569       5,942       32,627       (21,048 )     53,675  
Loans and export prepayment     55,786       (5,810 )     61,596       39,789       21,807  
Lease liability     1,897       144       1,753       144       1,609  
Prepayment from customers     1,879       365       1,514       (111 )     1,625  
Taxes payable     6,016       2,093       3,923       (6,311 )     10,234  
Payroll and related charges     3,521       1,562       1,959       52       1,907  
Legal contingencies     500       345       155       155       —    
Other liabilities     6,435       1,191       5,244       3,785       1,459  
Total current liabilities     114,603       5,832       108,771       16,455       92,316  
                                         
Loans and export prepayment     112,881       878       112,003       4,882       107,121  
Lease liability     1,230       (205 )     1,435       (1,277 )     2,712  
Taxes payable     3,423       249       3,174       3,070       104  
Legal contingencies     3,272       1       3,271       3,271       —    
Long term provisions     3,623       402       3,221       2,457       764  
Asset retirement obligations     3,188       285       2,903       10       2,893  
Total non-current liabilities     127,617       1,610       126,007       12,413       113,594  
                                         
Share capital     326,964       132       326,832       35,617       291,215  
Stock-based compensation reserve     19,927       1,442       18,485       (26,003 )     44,488  
Tax incentive reserve     2,687       187       2,500       2,500       —    
Accumulated other comprehensive income (loss)     (21,231 )     7,264       (28,495 )     (30,028 )     1,533  
Accumulated losses     (222,254 )     4,728       (226,982 )     (51,396 )     (175,586 )
Total shareholders' equity     106,093       13,753       92,340       (69,310 )     161,650  
Total liabilities and shareholders' equity     348,313       21,195       327,118       (40,442 )     367,560  

(1) On January 1, 2025, the Company decided to present its financial statements in United States dollars as mentioned in “Introduction & Background” section.

 

The Company’s total assets and liabilities showed the following key changes when comparing the balances as of March 31, 2025, to those as of December 31, 2024:

 

· trade accounts receivable increased by $15.5 million, or 133.4%, to $27.0 million as of March 31, 2025, from $11.6 million as of December 31, 2024, primarily due to sales recorded at the end of March 2025;

 

· inventories increased by $5.1 million, or 31.5%, to $21.2 million as of March 31, 2025, from $16.1 million as of December 31, 2024 due to the acquisition of spare parts of $1.6 million and finished goods of $2.6 million.

 

· a decrease of $2.6 million, or 26.7%, to $7.1 million as of March 31, 2025, from $9.7 million as of December 31, 2024, in advances to suppliers related to the purchase of consumable materials and services;

 

· an increase of $2.7 million, or 42.7%, to $9.1 million as of March 31, 2025, from $6.4 million as of December 31, 2024, in recoverable VAT and other taxes, mainly due to new federal credits generated by the Company’s operations in the quarter;

 

· a decrease of $3.2 million, or 16.6%, to $16.0 million as of March 31, 2025, from $19.2 million as of December 31, 2024, in deferred income tax and social contribution, mainly due to unrealized exchange rate variations and the taxable income recognized in the first quarter;

 

· an increase of $2.9 million, or 22.7%, in loans and accounts receivable from related parties to $15.9 million as of March 31, 2025, from $12.9 million as of December 31, 2024, due to new payments for the loan agreement with the related party Tatooine Investimentos S.A.;

 

· an increase of $5.9 million, or 18.2%, in suppliers to $38.6 million as of March 31, 2025, from $32.6 million as of December 31, 2024, due to $2.6 million in exchange rate variation from the appreciation of the Brazilian Real against the US Dollar and $3.3 million in related to the intensification of the construction of Plant 2 and the purchase of materials, equipment, and services in the normal course of business;

 

  |13
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

· a decrease of $4.9 million, to $168.7 million as of March 31, 2025 from $173.6 million of December 31, 2024, in loans and export prepayment in current and non-current liabilities due to the payment of interest in the amount of $0.9 million and repayment in the amount of $30.8 million of export prepayment trade finance, partially offset by new lines of credit of export prepayment trade finance of $20.8 million and accrual of interest in the amount of $4.9 million.

 

· Non-current and current taxes payable increased by $2.3 million, to $9.4 million at March 31, 2025 from $7.1 million at December 31, 2024 due to new tax installments agreements which in their majority mature in 60 months.

 

· a decrease of $1.6 million, or 79.7%, in payroll and related charges to $3.5 million as of March 31, 2025, from $1.9 million as of December 31, 2024, due to labor accrual for the quarter.

 

Results of Operations

 

Three-Month Period Ended March 31, 2025 compared to Three-Month Period Ended March 31, 2024

 

The following table summarizes the items that resulted for the three-month period ended March 31, 2025, and 2024:

 

Results of Operations   For the three-month period ended
(in $ 000s)     3/31/2025       3/31/2024       Change       %  
          (As restated)1          
                 
Sales Revenue     47,673       37,202       10,471       28.1 %
Cost of goods sold     (34,218 )     (28,642 )     (5,576 )     19.5 %
Sales expenses     (205 )     (861 )     656       (76.2 %)
General and administrative expenses     (4,759 )     (4,363 )     (396 )     9.1 %
Other operating income (expenses), net     (896 )     (1,399 )     503       (36.0 %)
Stock-based compensation     (805 )     (2,266 )     1,461       (64.5 %)
Financial income (expenses), net     2,938       (7,051 )     9,989       (141.7 %)
Income Tax and Social Contribution     (5,000 )     471       (5,471 )     (1161.6 %)
 Net Income (Loss) for the period     4,728       (6,909 )     11,637          

(1) On January 1, 2025, the Company decided to present its financial statements in United States dollars as mentioned in “Introduction & Background” section.

 

The net income for the three-month period ended March 31, 2025, compared to the three-month period ended March 31, 2024, is primarily attributable to:

 

Sales revenue

 

Sales Revenue   For the three-month period ended
(in $ 000s)     3/31/2025       3/31/2024       Change  
            (As restated)1    
             
Lithium oxide concentrate     49,227       43,246       5,981  
Provisional price adjustment     (1,554 )     (6,044 )     4,490  
Total net revenue     47,673       37,202       10,471  

(1) On January 1, 2025, the Company decided to present its financial statements in United States dollars as mentioned in “Introduction & Background” section.

 

  |14
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

Sales revenue increased by $10.5 million, totaling $47.6 million in the three-month period ended March 31, 2025, compared to $37.2 million in the same period of 2024. This increase was mainly due to a 16.5% growth in sales volume, offset by provisional price adjustments, which includes a $1.0 million distribution fee applied to the sales contracts during the period.

 

Cost of Goods Sold

 

The following table summarizes the Company’s cost of goods sold for the three-month period ended March 31, 2025, and 2024.

 

Cost of goods sold   For the three-month period ended
(in $ 000s)     3/31/2025       3/31/2024       Change  
            (As restated)1    
Salaries and benefits     (3,004 )     (2,321 )     (683 )
Mining service providers     (5,820 )     (8,496 )     2,676  
Blasting and fuels     (6,303 )     (4,197 )     (2,106 )
Equipment rental     (405 )     (338 )     (67 )
Fuels     (277 )     (385 )     108  
Plant Services     (885 )     (1,399 )     514  
Equipment services     —         (446 )     446  
Mobile Crushing     (1,001 )     —         (1,001 )
Consumables     (973 )     (766 )     (207 )
Utilities     (164 )     (421 )     257  
Insurance     (359 )     (429 )     70  
Taxes and fees     (23 )     (4 )     (19 )
Depletion     (1,298 )     (1,437 )     139  
Depreciation     (1,892 )     (1,959 )     67  
Freight     (2,286 )     (1,689 )     (597 )
Warehouse     (216 )     (112 )     (104 )
Port Operations     (632 )     (555 )     (77 )
Expedition     (87 )     (134 )     47  
Freight Maritime     (3,288 )     —         (3,288 )
Demurrage     (353 )     —         (353 )
Royalties     (1,871 )     (1,106 )     (765 )
Stock-based compensation (1)     (611 )     —         (611 )
Other     (2,470 )     (2,448 )     (22 )
Expenses by nature total     (34,218 )     (28,642 )     (5,576 )
                         
Mining costs     (15,842 )     (16,185 )     343  
Processing costs     (9,626 )     (8,853 )     (773 )
Distribution costs     (6,879 )     (2,498 )     (4,381 )
Royalties     (1,871 )     (1,106 )     (765 )
Cost of goods sold total     (34,218 )     (28,642 )     (5,576 )

(1) On January 1, 2025, the Company decided to present its financial statements in United States dollars as mentioned in “Introduction & Background” section.

 

Total costs of goods sold increased by $5.6 million, or 19.5%, to $34.2 million for the three-month period ended March 31, 2025, from $28.6 million for the three-month period ended March 31, 2024, mainly due to higher distribution costs in $4.4 million attributed to exports being conducted under the CIF (Cost, Insurance, and Freight) incoterm.

 

  |15
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

In addition, the Company's sales are also subject to royalty payments, which amounted to $1.9 million in the three-month period ended March 31, 2025, an increase of $0.8 million compared to the same period of 2024.

 

General and Administrative Expenses

 

General and administrative expenses   For the three-month period ended
(in $ 000s)     3/31/2025       3/31/2024       Change  
            (As restated)1    
Legal     (1,377 )     (398 )     (979 )
Salaries and benefits (Staff)     (1,028 )     (1,045 )     17  
Insurance (D&O)     (519 )     (608 )     89  
Travel     (404 )     (476 )     72  
Audit services     (311 )     (355 )     44  
Salaries and benefits (Board, CEO and CFO)     (209 )     (248 )     39  
It and Security     (193 )     (92 )     (101 )
Public company costs     (180 )     (241 )     61  
Business development product marketing and investor relations     (173 )     (205 )     32  
Accounting services     (35 )     (340 )     305  
Depreciation     (22 )     (23 )     1  
Taxes and fees     (6 )     (9 )     3  
Other     (302 )     (323 )     21  
General and administrative expenses, total     (4,759 )     (4,363 )     (396 )

(1) On January 1, 2025, the Company decided to present its financial statements in United States dollars as mentioned in “Introduction & Background” section.

 

The general and administrative expenses of $4.7 million increased by $0.4 million in the three-month period ended March 31, 2025, as compared to $4.4 million in the same period of 2024. The increase was primarily driven by a $1.0 million rise in legal expenses and a $0.3 million reduction in accounting fees for the three-month period ended March 31, 2025, compared to the same period in 2024.

 

Other Operating expenses

 

Other operating income (expenses)   For the three-month period ended
(in $000s)     3/31/2025       3/31/2024       Change  
            (As restated)1    
Environmental ans social expenses     (752 )     (1,093 )     341  
Accrual for contingencies     (72 )     —         (72 )
Depreciation     (7 )     —         (7 )
Others     (65 )     (306 )     241  
General and administrative expenses, total     (896 )     (1,399 )     503  

(1) On January 1, 2025, the Company decided to present its financial statements in United States dollars as mentioned in “Introduction & Background” section.

 

Other operating income and expenses decreased by $0.5 million to $0.9 million of expenses in the three-month period ended March 31, 2025, from $1.4 million of expenses in the three-month period ended March 31, 2024, mainly due to a decrease of $0.7 million in the Salaries and benefits (ESG) and, an increase of $0.3 million in sponsorship to the Instituto Lítio Verde incurred in the period.

 

  |16
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

Stock-based compensation

 

The $1.5 million decrease in stock-based compensation expenses, to $0.8 million for the three-month period ended March 31, 2025, compared to $2.2 million for the same period in 2024, was primarily due to lower grants made during the period ended March 31, 2025, partially offset by the fair value adjustment of stock options granted in April 2024 in the amount of $0.3 million.

 

Financial expenses, net

  

Financial income (expenses), net   For the three-month periods ended
(in $000s)     3/31/2025       3/31/2024       Change  
            (As restated)1    
Financial income     925       1,178       (253 )
                         
Financial expenses                        
Interest accrued on Loans and export prepayment     (4,938 )     (4,581 )     (357 )
Foreign exchange on tax/fees     (1,103 )     (296 )     (807 )
Interest and late payment penalties on taxes     (126 )     (221 )     95  
Accretion of leases     (74 )     (87 )     13  
Accretion of asset retirement obligation     (57 )     (42 )     (15 )
Other expenses     (73 )     (142 )     69  
Total     (6,371 )     (5,369 )     (1,002 )
                         
Foreign exchange variation on net assets     8,384       (2,860 )     11,244  
Financial income (expenses), net total     2,938       (7,051 )     9,989  

(1) On January 1, 2025, the Company decided to present its financial statements in United States dollars as mentioned in “Introduction & Background” section.

 

Net financial income (expenses) increased by $10.0 million, to $2.9 million in income in the three-month period ended March 31, 2025, from $7.0 million in expenses in the three-month period ended March 31, 2024, due to the following primary factors:

 

· an increase in foreign exchange variation gains on net assets of $11.2 million, to $8.4 million recognized in the three-month period ended March 31, 2025, from a foreign exchange variation loss on net assets $7.1 million recognized in the three-month period ended March 31, 2024, primarily due to the Brazilian real appreciated by 7.27% against the US$ in the first quarter of 2025, in comparison to the depreciation of 3.2% in the same period of 2024.

 

Income Tax and Social Contribution

 

The increase of $5.0 million in Income tax and social contribution was primarily due to the Brazilian income tax calculation, including deferred and current taxes, which does not impact cash flow, as tax credits will be utilized to offset the income tax payable, including tax benefit of the Northeast Development Authority – “SUDENE”. The overall effective tax rate is influenced by the unused tax credits in Canada.

 

Non-GAAP Measure

 

a) Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”)

 

The adjusted EBITDA is meaningful for the stakeholders, since the Company can demonstrate the effective EBITDA, considering the stock-based compensation impact in net loss. Since this item is a non-cash effect, the reconciliation below is necessary and relevant for understanding the Company´s EBITDA measurement.

 

Adjusted EBITDA is a non-GAAP measure, which is calculated using net loss for the period and excluding the amounts charged as (i) depreciation and depletion, (ii) financial expenses and (iii) income taxes as shown in the reconciliation below:

 

  |17
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

EBITDA - Reconciliation   For the three-month periods ended
      3/31/2025       3/31/2024  
(in $000s)         (As restated)2  
         
Net income (loss) for the period     4,728       (6,909 )
(+) Depreciation and depletion     3,219       3,419  
(+) Financial income (expenses), net     (2,937 )     7,051  
(+) Income taxes     5,000       (471 )
EBITDA     10,010       3,090  
(+) Stock-based compensation     1,416       2,266  
Adjusted EBITDA     11,426       5,356  
Adjusted EBITDA (%)*     24.0 %     14.4 %

 

(1) For the adjusted EBITDA (%) the Company consider the amount of the adjusted EBITDA over the net revenue, which represents net revenue of $47,673 for the three-month period ended March 31, 2025, $37,202 for the three-month period ended March 31, 2024;

 

(2) On January 1, 2025, the Company decided to present its financial statements in United States dollars as mentioned in “Introduction & Background” section.

 

Liquidity and Capital Resources

 

Cash Flow Highlights   For the three-month periods ended
      3/31/2025       3/31/2024  
(in $000s)         (As restated)1  
Cash used in Operating Activities     (2,186 )     (11,472 )
Cash used in Investing Activities     (4,793 )     (5,764 )
Cash provided by (used in) Financing Activities     (10,772 )     78,610  
Effect of Foreign Exchange on Cash     2,944       (1,767 )
Change in Cash and Cash Equivalents     (14,807 )     59,607  
Cash & Cash Equivalents – Beginning of Period     45,918       48,584  
Cash & Cash Equivalents – End of Period     31,111       108,191  

(1) On January 1, 2025, the Company decided to present its financial statements in United States dollars as mentioned in “Introduction & Background” section.

  

Liquidity Outlook

 

As of March 31, 2025, the Company had $31.1 million in cash and cash equivalents, which compares to $108.2 million as of March 31,2024. For the three-month period ended March 31, 2025, the cash and cash equivalents decreased by $14.8 million (an increase of $59.6 million for the three-month period ended March 31,2024), mainly related to cash used in operating activities of $2.2 million (cash provided of $11.5 million as of March 31,2024), cash used in investing activities of $4.8 million (cash used of $5.8 million as of March 31,2024) and cash used in financing activities of $10.8 million (cash provided by of $78.6 million as of March 31,2024) and an effect of foreign exchange rate on cash and cash equivalents increasing the balance by $2.9 million (a decreased of $1.8 million as of March 31, 2024).

 

As of March 31, 2025, the Company had total debt outstanding (loans and export prepayment) of $168.7 million comprised of the long-term export prepayment agreement of $102.2 million entered into on December 10, 2022 (fully drawn as of the date of this MD&A), $15.0 million drawn from BDMG, $50.8 million in export prepayment trade finance and $0.7 million of foreign currency translation adjustments and foreign exchange variation compared to total debt outstanding of $201.5 million as of March 31, 2024.

 

Three-month period Ended March 31, 2025 compared to Three-month period Ended March 31, 2024

 

Operating Activities

 

Cash used in operating activities was $2.2 million for the three-month period ended March 31, 2025, compared to cash provided by operating activities of $11.5 million for the three-month period ended March 31, 2024, the decrease in net cash used in operating activities of $9.3 million is mainly due to:

 

· An increase of $11.6 million in the net income for the period, to a net income of $4.7 million for the quarter ended March 31, 2025, compared to a net loss of $6.9 million for the quarter ended March 31, 2024, adjusted by $12.0 million in certain reconciling items that do not represent cash receipts or disbursements, such as decrease in income tax and social contribution of $5.5 million, as well as an increase in depreciation and amortization expenses and other small variations which, together, amounted to adjustments of $2.1 million. These effects were partially offset by an increase of $15.5 million in net exchange variations;

 

  |18
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

· The higher increase in trade accounts receivable of $7.4 million, to an increase of $14.7 million in the three-month period ended March 31, 2025, from $7.3 million in the three-month period ended March 31, 2024, due to sales made in the quarter being expected to be received after March 31, 2025;

 

· An increase in suppliers of $5.8 million, to $6.3 million in the three-month period ended March 31, 2025, from $0.4 million in the three-month period ended March 31, 2024, due to higher purchases of materials and services during the third quarter; and

 

· A lower interest payment totaling $10.2 million, comprising $0.9 million related to export prepayment trade finance and $0.3 million related to financing agreements with BDMG in the three-month period ended March 31, 2025, compared to total interest payments of $11.4 million in the same period of 2024, of which $0.4 million related to export prepayment agreements, $0.1 million to BDMG financing agreements, and $10.9 million to long-term export prepayment agreements.

 

Investing Activities

 

For the three-month period ended March 31, 2025, the cash used in investing activities is $4.8 million, when compared to cash used of $5.8 million in the same period of 2024, a decrease of $1.0 million primarily due to $2.0 million in lower additions to geological expenditures and property, plant, and equipment, offset by $1.0 million in in advances for land acquisition.

 

Financing Activities

 

For the three-month period ended March 31, 2025, cash used in financing activities was $10.3 million compared to cash provided by of $78.6 million in the same period of 2024, a decrease of $89.4 million primarily due to lower export prepayment trade finance lines of credit raised in the amount of $67.7 million and higher repayment on export prepayment trade finance in the amount of $21.7 million.

 

CURRENT SHARE DATA

 

Issued and outstanding securities of the Company as at the date of this MD&A were as follows:

 

Common Shares Issued and Outstanding     111,856,956  
RSUs (1)     349,102  

Stock Options (1)

 

    128,125  
Fully Diluted Number of Common Shares     112,334,183  

(1) RSUs and stock options in the table above are antidilutive at the date of this MD&A since the Company operates in loss.

 

DISCLOSURE, CONTROLS & PROCEDURES

 

The CEO and CFO of the Company are responsible for establishing and maintaining disclosure controls and procedures (“DC&P”) for the Company as defined under National Instrument 52-109 (NI 52-109) issued by the Canadian Securities Administrators and in Rule 13a-15d - 15(e) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). The DC&P is to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in the securities legislation and include controls and procedures designed to ensure that information required to be disclosed by an issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is accumulated and communicated to the Company’s management, including its certifying officers, as appropriate to allow timely decisions regarding required disclosure. The CEO and CFO of the Company concluded that, as a result of the material weaknesses in internal control over financial reporting as described below, our disclosure controls and procedures were not effective as of December 31, 2024.

 

  |19
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

Considering the material weaknesses described below, management performed additional analysis and other procedures to ensure that our consolidated financial statements were prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board. Accordingly, management believes that the consolidated financial statements included in this Annual Report on Form 40-F fairly present, in all material respects, our financial position, results of operations, and cash flows as of and for the periods presented, in accordance with IFRS Accounting Standards.

 

INTERNAL CONTROL OVER FINANCIAL REPORTING

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in NI 52-109 and Rule 13a-, 15d - 15(f) of the Exchange Act. Under the supervision and with the participation of Management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon criteria established in Internal Control – Integrated Framework (2013) by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, Management concluded that our internal control over financial reporting was not effective as of December 31, 2024 due to the material weaknesses described below.

 

A material weakness is a deficiency, or a combination of deficiencies, financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

 

Management has identified the following material weaknesses:

 

§ An ineffective control environment resulting from an insufficient number of trained personnel with the appropriate skills and knowledge, including an appropriate assigned level of authority, responsibility and accountability related to the design, implementation and operating effectiveness of financial reporting, as well as insufficient board oversight over the development and performance of internal controls;

 

§ An ineffective risk assessment process for identifying all relevant risks of material misstatement and for evaluating changes that could impact internal control over financial reporting, as well as the implications of such risks on the achievement of objectives, including those related to financial reporting.

 

§ An ineffective internal and external information and communication process to ensure the relevance, timeliness and quality of information used in control activities, including the communication of the Company’s whistleblower policy and the preparation and selection of appropriate methods for communicating external information;

 

§ An ineffective monitoring process to ensure controls are periodically evaluated, results of testing are communicated to senior management and the board of directors and the control deficiencies are tracked for remediation on a timely basis; and

 

§ Ineffective control activities due to the (i) failure to deploy general control activities over information technology (ii) failure to document policies and procedures and (iii) failure to document control activities to mitigate risks.

 

The control deficiencies resulted in immaterial misstatements to the consolidated financial statements. Furthermore, the control deficiencies described above created a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis. Therefore we concluded that the deficiencies represent material weaknesses in the Company’s internal control over financial reporting and our internal control over financial reporting was not effective as of December 31, 2024.

 

The Company engaged Grant Thornton Auditores Independentes Ltda. (“Grant Thornton”) to perform an “integrated audit” which encompassed an opinion on the Company’s annual consolidated financial statements as of and for the year ended December 31, 2024, as well as an opinion on the effectiveness of the Company’s Internal Control over Financial Reporting (“ICFR”) as of December 31, 2024. Grant Thornton, the Company’s independent registered public accounting firm, audited the Company's consolidated financial statements and issued an adverse opinion on the effectiveness of ICFR. Grant Thornton‘s attestation report on the Company’s ICFR was incorporated by reference into the Company’s annual report on Form 40-F under the Exchange Act for the year ended December 31, 2024.

 

  |20
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

MANAGEMENT’S REMEDIATION PLAN

 

The Company continues its efforts to address the material weaknesses mentioned above. These remediation efforts are ongoing, and the Company intends to sustain its initiatives aimed at enhancing the internal control environment, a task that will demand significant efforts throughout 2025.

 

The Company is conducting a comprehensive review of our internal control procedures and has been actively pursuing steps to address and remediate the identified material weaknesses. The Company:

 

(i) will seek external consultants to assist Management in assessing its internal control over financial reporting, mapping all existing control deficiencies, defining remediation plans and formed a team responsible for redesigning processes and developing process automation, including those related to accounting and reporting;

 

(ii) strengthened the accounting and reporting team by hiring more experienced people, which resulted in the replacement of key personnel as well as reducing reliance on third parties engaged in the accounting, tax and reporting activities;

 

(iii) implemented new procedures to enhance accuracy in the interim and annual filings. This includes developing a detailed financial statement closing schedule to oversee preparation, completion, and quality control. Additionally, we introduced the Disclosure and Content Guide, a comprehensive checklist ensuring compliance with all financial reporting requirements. Although it is not documented as a control, senior management now conducts additional layers of review to ensure the accuracy of the filings; and

 

(iv) took steps to improve information technology (IT) controls and infrastructure. These efforts include addressing IT general control (ITGC) activities, establishing relevant policies and procedures, and engaging external SAP developers to implement IT system improvements and address gaps in the IT structure. Additionally, measures that have been implemented in 2024 involved collaborating with SAP developers to map existing gaps, enhance ITGC, and establish policies and procedures for the IT organization structure. This included the development of a Data Security Policy and an Access Control Policy.

 

Further steps to remediate the material weaknesses described above that the Company is pursuing include the following:

 

a. Control environment: We are committed to continuously identifying, training, and retaining personnel with the necessary skills and experience in designing, operating, and documenting internal controls over financial reporting. Additionally, we plan to expand our finance staff to enhance the segregation of duties and responsibilities.

 

b. Risk assessment: The Company is redesigning all financial reporting that will enhance risk assessment process, document the process understanding, creating flowchart, identifying process risk point and control to address it.

 

c. Information and communication: The Company is redesigning its whistleblower channel to make it user friendly and stimulate the usage thereof as a tool for important external and internal communication. We will continue enhancing data reliability and internal controls, harmonizing our IT controls, and addressing current system limitations.

 

d. Monitoring activities: The financial and accounting team will work with external specialists to bring in expertise and expedite the remediation of control deficiencies at the process level during 2025 with a focus on the controls matrix for processes underlying all significant accounts and disclosures. The external specialists with expertise in internal controls implementation are assisting with the development and documentation of the following workstreams related to the internal controls over financial reporting needed to be in compliance with SOX (“Sarbanes-Oxley Act”) : (i) prepare and review the risks and controls matrix; (ii) establish a Project Management Office to manage the control deficiencies and remediation; (iii) develop and document structured policies and procedures; (iv) test the design, implementation and operating effectiveness of the internal controls after remediation to support the CEO and CFO certifications; and (v) support training content development and conducting training sessions across the Company.

 

  |21
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

e. Control activities: We will continue to refine our control activities to mitigate risks and ensure the achievement of objectives, designing and implementing controls activities and IT general controls over all the processes in order to address the process risk point.

 

We are confident that our remediation plan will adequately address the identified material weaknesses and bolster our internal control over financial reporting. Management will continue to review and make necessary changes to the overall design and operation of the Company’s internal control environment, as well as the policies and procedures to improve the overall effectiveness of internal control over financial reporting. The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management concludes, through testing, that these controls are operating effectively. The Company has taken steps toward remediation during the 2024 fiscal year and is working towards having its internal controls environment free of material weaknesses by the end of fiscal year 2025.

 

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING AND REMEDIATION

 

As described above under Remediation Efforts to Address the “Material Weaknesses”, we are taking actions to remediate the material weaknesses in our internal control over financial reporting. Same changes were implemented in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the year ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

RELATED PARTY TRANSACTIONS

 

The Company’s related parties include:

 

Related Party Nature of relationship
A10 Group

A10 Group is composed of:

 

(a) A10 Investimentos Ltda.;

 

(b) A10 Finanças e Capital Ltda. (“A10 Finanças”);

 

(c) A10 Partners Participações Ltda.;

 

(d) A10 Serviços Especializados de Avaliação de Empresas Ltda. (“A10 Advisory”); and

 

(e) A10 Serviços de Análise de Empresas e Administrativos Ltda.

 

 

 

A10 Investimentos Ltda.

A10 Investimentos Ltda. is an asset management firm controlled by Marcelo Paiva, a Director of the Company, who is the investment manager of the A10 Fundo de Investimento de Ações – Investimento no Exterior (“A10 Fund”),

which holds a controlling position in the Company.

A10 Finanças A10 Finanças is primarily a holding company. The firm is controlled by Marcelo Paiva, a Director of the Company.

A10 Partners Participações Ltda.

A10 Partners Participações Ltda. is a holding company. The firm is controlled by Marcelo Paiva, a Director of the Company, and had no transactions with the Company before or during the period ended March 31, 2025.
A10 Advisory A10 Advisory is an administrative services firm controlled by Marcelo Paiva, a Director of the Company. The CEO, Ana Cristina Cabral has a minority interest.

A10 Serviços de Análise de Empresas

e Administrativos Ltda.

A10 Serviços de Análise de Empresas e Administrativos Ltda. is an administrative services firm controlled by Marcelo Paiva, a Director of the Company, and had no transactions with the Company before

or during the period ended March 31, 2025.

Miazga Miazga Participações S.A is a land administration company in which Ana Cristina Cabral, the CEO of the Company has an indirect economic interest.
Arqueana Arqueana Empreendimentos e Participações S.A. is a land administration company in which Ana Cristina Cabral, the CEO of the Company has in indirect economic interest.
Tatooine Tatooine Investimentos S.A. is a land administration company in which an officer of Miazga and of the Sigma Brazil, Marina Bernardini, is the controlling shareholder and officer.
Instituto Lítio Verde (“ILV”)

Instituto Lítio Verde is a non-profit entity whose officers are Lígia Pinto, Sigma’s VP of Institutional and Governmental Relations and Communication, Marina Bernardini, an officer of Miazga and Sigma Brazil, and Cesar Chicayban,

a Ex-Board of Directors member of Sigma until July 9, 2024.

Key management personnel Includes the directors of the Company, executive management team and senior management at Sigma Brazil.

 

  |22
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

a) Transactions with related parties

  

Cost sharing agreements (“CSAs”): The Company has CSAs with A10 Advisory and A10 Finanças, whereby the firms are reimbursed for certain expenses: (i) the cost of administrative personnel that is 100% allocated to the Company; (ii) the rental of office space that was formerly occupied by A10 Advisory and that is now fully used by the Company; (iii) health insurance expenses of former A10 Advisory staff now employed by the Company; and (iv) any relatively minor expenses of the Company that may be paid by one of the firms for later reimbursement by the Company.

 

Leasing Agreements: The Company has right-of-way lease agreements with Miazga and Arqueana relating to access to the industrial plant (See note 14).

 

Royalties: Brazilian law mandates the payment of royalties to landowners where mineral exploration takes place. The valuation of the amount must be equivalent to 50% of the sum paid as Financial Compensation for the Exploration of Mineral Resources (CFEM). As of March 31, 2025, the Company recognized an amount of $1.46 million ($0.94 million as of December 31, 2024) to be paid to Miazga, of which $0.28 million was paid in the first quarter of 2025.

 

Accounts receivable (Tatooine): On April 20, 2023, Sigma Brazil entered into a facility agreement with Tatooine, to fund Tatooine’s purchase of multiple properties located in areas of interest of the Company. The facility agreement provides for the loan of an amount up to $12.0 million. On November 14, 2024, the Company entered into a contractual amendment with an increase in the loan limit to $15.0 million, bearing 15% p.a. interest rate. The facility agreement is to be made available upon utilization requests made by Tatooine to Sigma Brazil, specifying the amount to be utilized by Tatooine for the acquisition of each property and its corresponding expected costs and expenses. The loan granted by Sigma Brazil to Tatooine under the Facility Agreement represents a total amount of $15,897 as of March 31, 2025 ($12,952 as of December 31, 2024).

 

Instituto Lítio Verde (“ILV”): Sigma Brazil and ILV are parties in the development of a major lithium mining project with a high degree of positive impact in the communities surrounding the Company’s operations at the Vale do Jequitinhonha. ILV’s purpose is to promote the well-being and the development of those communities.

 

  |23
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

b) Transactions with related parties

 

            Three-month period Ended,             Three-month period Ended  
      3/31/2025       3/31/2025      

12/31/2024 

(As restated)1

     

3/31/2024

(As restated)1 

 
Description     Pre-payments / Receivable       Accounts payable / Debt       (Expenses) / Income       Pre-payments / Receivable       Accounts payable / Debt       (Expenses) / Income  
A10 Advisory                                                
CSA     —         —         (93 )     —         —         (74 )
Miazga                                                
Lease agreements     —         13       (25 )     —         5       (1 )
Royalties             1,248       (523 )     —         671       —    
Arqueana                                                
Lease agreements     —         148       (35 )     —         123       (9 )
Tatooine                                                
Loan to related party     15,897       —         822       12,952       —         293  
Instituto Lítio verde                                                
Accounts payable     —         1,006       (416 )     —         563       (82 )
Total     15,897       2,415       (270 )     12,952       1,362       127  

(1) On January 1, 2025, the Company decided to present its financial statements in United States dollars as mentioned in “Introduction & Background” section.

  

c) Key management personnel

 

      3/31/2025       3/31/2024  
        (As restated)1
Stock-based compensation, included in operating expenses     306       913  
Salaries, benefits and director's fees, included in general and administrative expenses     206       248  
Key management personal total     512       1,161  

(1) On January 1, 2025, the Company decided to present its financial statements in United States dollars as mentioned in “Introduction & Background” section.

 

Key management includes the directors of the Company, executive management team and senior management at Sigma.

 

Standards issued but not yet effective in 2025 

 

· Presentation and Disclosure in Financial Statements – IFRS 18

 

The International Accounting Standards Board (IASB) has issued new requirements for the presentation and disclosure of information in general purpose financial statements to ensure they provide relevant and faithful representations of an entity's assets, liabilities, equity, income, and expenses. The objective is to offer financial information that helps users assess the prospects for future net cash inflows and evaluate management’s stewardship of the entity’s economic resources.

 

These financial statements comply with IFRS Accounting Standards, adhering to both general and specific requirements for presenting information in the statement of financial performance, the statement of financial position, and the statement of changes in equity. The requirements include aggregation and disaggregation of information to ensure clarity, a comprehensive statement of profit or loss, and the presentation of totals and subtotals for key financial metrics. This standard, issued in April 2024, is effective for annual periods beginning on or after January 1, 2027, and the Company is assessing the impacts arising from this standard on the presentation and disclosures in the financial statements

 

  |24
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

· IFRS 9 – Financial Instruments and IFRS 7 – Financial Instruments: Disclosures

 

The amendments to IFRS 9 – Financial Instruments and IFRS 7 – Financial Instruments: Disclosures aim to enhance the clarity of classification, measurement, and disclosure of financial instruments. The updates consisto of:

 

ü Classification of Financial Instruments: The new guidelines focus on the contractual characteristics of financial instruments, particularly those related to Environmental, Social, and Governance (ESG) factors, which influence their measurement, either at amortized cost or fair value.

 

ü Provision for Expected Losses: IFRS 9 now adopts a model based on expected losses, replacing the previous model that depended on losses incurred. This shift reflects a more proactive approach to risk management.

 

ü Electronic Settlement of Liabilities: The amendments clarify the recognition of financial assets and liabilities when settled through electronic payment systems. A new accounting policy will also allow for early recognition of financial liabilities under specific conditions.

 

ü Disclosure Transparency: More detailed disclosures will be required, particularly for financial instruments with contingent features related to sustainability goals. This aims to increase transparency and allow investors to better understand company investments.

 

These amendments will be effective from January 1, 2026, and the Company is assessing the impacts arising from this standard on the presentation and disclosures in the financial statements

 

OFF-BALANCE SHEET ARRANGEMENTS

 

As of the date of this MD&A, the Company does not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on the financial performance or financial condition of the Company, including, and without limitation, such considerations as liquidity and capital resources.

 

CAPITAL MANAGEMENT

 

The Company manages its capital with the following objectives:

 

§ To ensure sufficient financial flexibility to achieve its ongoing business objectives, namely funding future growth opportunities (including potential production expansions through the development of the Project’s Phase 2 and Phase 3 deposits); and

 

§ To maximize shareholder returns through enhancing its share value, the Company monitors its capital structure and adjusts according to market conditions to meet its objectives, given the current outlook of the business and industry in general. The Company may manage its capital structure by issuing new shares, raising debt, repurchasing outstanding shares, adjusting capital spending, or disposing of assets.

 

The capital structure is reviewed by management and the Board on an ongoing basis.

 

The Company’s shareholders’ equity is comprised of share capital, stock-based compensation reserve, reserve for tax incentives, other comprehensive income (loss) and accumulated losses, which on March 31, 2025, totaled $106.1 million ($92.3 million as of December 31, 2024). The Company’s capital management objectives, policies, and processes remained unchanged during the three-month period ended March 31, 2025.

 

The Company manages capital through its financial and operational forecasting processes. The Company reviews its operating expenditure and other investing and financing initiatives based on its activities.

 

  |25
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

FINANCIAL RISK FACTORS

 

The Company is exposed to a variety of financial risks such as credit risk, liquidity risk and market risk, including interest rate risk, foreign currency risk and price risk.

 

The fair values of cash and cash equivalents, accounts payable, export prepayment trade finance and credits from related parties approximate their carrying amounts due to the short-term maturity of these financial instruments.

 

Credit Risk

 

The credit risk management policy aims to minimize the possibility of not receiving sales made and amounts invested, deposited or guaranteed by financial institutions and counterparties, through analysis, granting and management of credits, using quantitative and qualitative parameters.

 

The Company manages its credit risk by receiving in advance a substantial portion of its sales or by being guaranteed by letters of credit.

 

Credit granted to financial institutions is used to accept guarantees and invest cash surpluses..

 

Liquidity Risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure it will have sufficient liquidity to meet liabilities when due,

 

The Company’s management of cash is focused on funding ongoing capital needs for operating the Greentech Plant, developing the Company’s growth opportunities (including Phase 2) and for general corporate expenditures, Management intends to use cash generated by its operating activities to meet its obligations. To the extent the Company does not believe it has sufficient liquidity to meet obligations, it will consider securing additional equity or debt funding.

 

The Company continuously monitors its cash outflows and seeks opportunities to minimize all costs, to the extent possible, as well as its general and administrative expenses.

 

The following table shows the contractual maturities of financial liabilities, including interest:

 

Contractual obligations     Up to 1 year       1-3 years       4-5 years       More than 5 years       Total  
(in C$ 000s)                    
Suppliers     38,569       —         —         —         38,569  
Loans and export prepayment     67,251       119,285       7,056       2,251       195,843  
Lease liabilities     2,860       1,634       327       173       4,994  

 

Market Risk

 

Provisional pricing adjustments – The Company’s products may be provisionally priced at the date revenue is recognized and a provisional invoice issued. Provisionally priced receivables are subsequently measured at fair value through profit and loss under IFRS 9 “Financial Instruments”. The final selling price for all provisionally priced products is based on forward market price based on the contract terms stipulated. The change in value of the provisionally priced receivable is based on relevant forward market prices. For contracts with variable pricing dependent on the content of minerals in the product delivered, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the products. The fair value of the final sale price adjustment is reassessed at each reporting date, based on all variable pricing elements and any changes are recognized as operational revenue in the statement of loss.

 

  |26
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

The sensitivity of the Company’s risk related to the final settlement of provisional pricing accounts receivable expected to be determined during the second quarter of 2025 is detailed below:

 

      Volume (kt) (3)       Shipment average price       Variation       Effect on Sales Revenue  
Lithium oxide concentrate (Probable)(1)     73,230       675       (117 )     (8,544 )
Lithium oxide concentrate (+20%)(2)     73,230       950       158       11,595  
Lithium oxide concentrate (-20%)(2)     73,230       633       (158 )     (11,595 )

(1) The sensitivity analysis for the probable scenario was carried out using the price published on April 15, 2025, by Fastmarkets as a reference

(2) Provisional price on March 31, 2025.

(3) Total volume of contracts with exposure to market price fluctuation

 

Interest Rate Risk

 

This risk arises from short and long-term financial investments, financing and export prepayment linked to fixed and floating interest rates of the CDI, SELIC and SOFR, exposing these financial assets and liabilities to interest rate fluctuations as shown in the sensitivity analysis framework.

 

The Company considered scenario probable and scenarios 1 and 2 of changes in interest rates volatility as of March 31, 2025.

 

The interest rates used in the sensitivity analysis in their respective scenarios are shown below together with the effects on the profit and loss balances for the three-month period ended March 31, 2025:

 

          Notional       Probable scenario (1)       Scenario 1       Scenario 2  
Assets                                    
Rate         14.15% p,a       14.15% p,a       12.74% p,a       11.32% p,a  
Short-term investments   CDI (-10% and -20%)     28,229       9,791       8,812       7,833  
                                     
          Notional       Probable scenario (1)       Scenario 1       Scenario 2  
Liabilities                                    
Rate         14.25%p.a.       14.25% p.a.       15.68% p.a.       17.10% p.a.  
BDMG   Selic (+10% and +20%)     15,501       (5,418 )     (5,960 )     (6,501 )
                                     
Rate         4.12% p.a.       4.12% p.a.       4.70% p.a.       4.82% p.a.  
Export prepayment agreement   SOFR (+2,5% and +5,0%)     100,000       (9,513 )     (9,751 )     (10,238 )

(1) Sensitivity analysis of the scenario probable was measured using as reference the rates on May 15, 2025.

 

During 2024, the Company entered into a swap operation with the objective of exchanging the interest exposure of an advance on foreign exchange contract calculated in USD, which is originally calculated on the notional amount in USD, to DI plus an interest rate calculated on the notional amount in R$. The table below demonstrates the swap results up to March 31, 2025, recognized in the financial result.

 

                Appreciation     3/31/2025       Impact on financial income / (expense)  
      Maturity     Functional currency     Notional       Asset position       Liabilities position       Receivable / (Payable)       3/31/2025  
                           R$        R$        R$          
Interest rate swap     11/24/2025     R$     121,070       124,374       (126,743 )     (2,369 )     (310 )

 

 

Foreign Currency Risk

 

The exposure arises from the existence of assets and liabilities generated in US dollar, since the Company's functional currency is the Brazilian Real.

 

  |27
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

The consolidated exposure as of March 31, 2025 is as follows:

 

Description     3/31/2025  
Canadian dollar        
Cash and cash equivalents     76  
Suppliers     (5,255 )
Other current liabilities     (182 )
      (5,361 )
United States dollar        
Cash and cash equivalents     20,208  
Trade accounts receivable     27,035  
Cash held as collateral     12,686  
Suppliers     (2,539 )
Prepayment from customer     (1,879 )
Interest on export prepayment agreement     (4,614 )
Export prepayment agreement     (149,880 )
      (98,983 )

 

We present below the sensitivity analysis for foreign exchange risks. The Company considered probable scenario(1), scenarios 1 and 2 as 10%, and 20%, respectively, of deterioration for volatility of the currency, using as reference the exchange rate on March 31, 2025.

 

The currencies used in the sensitivity analysis and its scenarios are shown below:

 

    3/31/2025
Currency     Exchange rate       Probable scenario (1)       Scenario 1 (+/-10%)       Scenario 2 (+/-20%)  
CAD (+)       3.9937       4.2102       4.6312       5.0522  
CAD (-)       3.9937       4.2102       3.7892       3.3682  
USD (+)       5.7422       5.8707       6.4578       7.0448  
USD (-)       5.7422       5.8707       5.2836       4.6966  

 

The effects on profit and loss, considering scenarios 1 and 2 are shown below:

 

      3/31/2025  
      Notional       Probable scenario (1)       Scenario 1       Scenario 2  
Canadian dollar-denominated(+)     (5,361 )     (276 )     (738 )     (1,123 )
Canadian dollar-denominated(-)     (5,361 )     (276 )     289       996  
U.S. dollar-denominated(+)     (98,983 )     (2,167 )     (10,968 )     (18,303 )
U.S. dollar-denominated(-)     (98,983 )     (2,167 )     8,591       22,038  

(1) Sensitivity analysis of the scenario probable was measured using as reference the exchange rate, published by the Central Bank of Brazil on a April 15, 2025.

  

Changes in Directors and Management

 

Except for the changes to the Board of Directors noted in the Corporate Highlights section, there were no other changes in directors or management during the three-month period ended March 31, 2025.

 

QUALIFIED PERSON

 

Please refer to the Company’s National Instrument 43-101 technical report titled “Grota do Cirilo Lithium Project Araçuaí and Itinga Regions, Minas Gerais, Brazil” issued March 31, 2025, which was prepared for Sigma Lithium by Marc-Antoine Laporte, P.Geo, SGS Canada Inc., William van Breugel, P.Eng, SGS Canada Inc., Johnny Canosa, P.Eng, SGS Canada Inc., and Joseph Keane, P. Eng., SGS North America Inc. (the “Technical Report”). The Technical Report is filed on SEDAR and is also available on the Company’s website.

 

  |28
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

The independent qualified person (QP) for the Technical Report’s mineral resource estimates is Marc-Antoine Laporte P.Geo., M.Sc., of SGS Group in Quebec, Canada. Mr. Laporte is a Qualified Person as defined by Canadian National Instrument 43-101.

 

Other disclosures in this MD&A of a scientific or technical nature at the Grota do Cirilo Project have been reviewed and approved by Iran Zan MAIG (Membership number 7566), who is considered, by virtue of his education, experience and professional association, a Qualified Person under the terms of NI 43-101. Mr. Zan is not considered independent under NI 43-101 as he is Sigma Lithium Director of Geology.

 

Mr. Zan has verified the technical data disclosed in this MD&A not related to the current mineral resource estimate disclosed herein.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

 

Certain information and statements in this MD&A may constitute “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking statements” within the meaning of U.S. securities legislation (collectively, “Forward-Looking Information”), which involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such Forward-Looking Information. All statements, other than statements of historical fact, may be Forward-Looking Information, including, but not limited to, mineral resource or mineral reserve estimates (which reflect a prediction of the mineralization that would be realized by development). When used in this MD&A, such statements generally use words such as “may”, “would”, “could”, “will”, “intend”, “expect”, “believe”, “plan”, “anticipate”, “estimate” and other similar terminology. These statements reflect management’s current expectations regarding future events and operating performance and speak only as of the date of this MD&A. Forward-Looking Information involves significant risks and uncertainties, should not be read as guarantees of future performance or results, and does not necessarily provide accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the Forward-Looking Information, which is based upon what management believes are reasonable assumptions, and there can be no assurance that actual results will be consistent with the Forward-Looking Information.

 

In particular (but without limitation), this MD&A contains Forward Looking Information with respect to the following matters: statements regarding anticipated decision making with respect to the Company; capital expenditure programs; estimates of mineral resources and mineral reserves; development of mineral resources and mineral reserves; government regulation of mining operations and treatment under governmental and taxation regimes; the future price of commodities, including lithium; the realization of mineral resource and mineral reserve estimates, including whether mineral resources will ever be developed into mineral reserves; the timing and amount of future production; currency exchange and interest rates; expected outcome and timing of environmental surveys and permit applications and other environmental matters; potential positive or negative implications of change in government; the Company’s ability to raise capital and obtain project financing; expected expenditures to be made by the Company on its properties; successful operations and the timing, cost, quantity, capacity and quality of production; capital costs, operating costs and sustaining capital requirements, including the cost of construction of the processing plant; and competitive conditions and the ongoing uncertainties and effects in respect of the military conflict in Ukraine.

 

Forward-Looking Information does not take into account the effect of transactions or other items announced or occurring after the statements are made. Forward-Looking Information is based upon a number of expectations and assumptions and is subject to several risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those disclosed in or implied by such Forward-Looking Information. With respect to the Forward-Looking Information, the Company has made assumptions regarding, among other things:

 

§ General economic and political conditions (including but not limited to the impact of the continuance or escalation of the military conflict between Russia and Ukraine, the military conflict in Middle East, and other military and global conflicts, and the multinational economic sanctions in relation to such conflicts);

 

  |29
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

§ Stable and supportive legislative, regulatory and community environment in the jurisdictions where the Company operates;

 

§ Stability and inflation of the Brazilian Real, including any foreign exchange or capital controls which may be enacted in respect thereof, and the effect of current or any additional regulations on the Company’s operations;

 

§ Demand for lithium, including that such demand is supported by growth in the EV market;

 

§ Estimates of, and changes to, the market prices for lithium;

 

§ The impact of increasing competition in the lithium business and the Company’s competitive position in the industry;

 

§ The Company’s market position and financial and operating performance;

 

§ The Company’s estimates of mineral resources and mineral reserves, including whether mineral resources will ever be developed into mineral reserves;

 

§ Anticipated timing and results of exploration, development and construction activities;

 

§ Reliability of technical data;

 

§ The Company’s ability to maintain full capacity commercial production, including that the Company will not experience any materials or equipment shortages, any labor or service provider outages or delays or any technical issues;

 

§ The Company’s ability to obtain financing on satisfactory terms to develop its projects, if required;

 

§ The Company’s ability to obtain and maintain mining, exploration, environmental and other permits, authorizations and approvals;

 

§ The timing and outcome of regulatory and permitting matters;

 

§ The exploration, development, construction and operational costs;

 

§ The accuracy of budget, construction and operations estimates for the Company;

 

§ Successful negotiation of definitive commercial agreements; and

 

§ The Company’s ability to operate in a safe and effective manner.

 

Although management believes that the assumptions and expectations reflected in such Forward-Looking Information are reasonable, there can be no assurance that these assumptions and expectations will prove to be correct. Since Forward-Looking Information inherently involves risks and uncertainties, undue reliance should not be placed on such information.

 

In addition, Forward Looking Information with respect to the potential outlook and future financial results contained in this MD&A is based on assumptions noted above and about future events, including economic conditions and proposed courses of action, based on management's assessment of the relevant information available as at the date of such information. Readers are cautioned that any such information should not be used for purposes other than for which it is disclosed.

 

  |30
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

The Company’s actual results could differ materially from those anticipated in any Forward-Looking Information as a result of various known and unknown risk factors, including (but not limited to) the risk factors referred to under the heading “Risk Factors” in this MD&A. Such risks relate to, but are not limited to, the following:

 

§ There can be no assurance that market prices for lithium will remain at current levels or that such prices will improve;

 

§ The market for EVs and other large format batteries remains an emerging technology in several markets. No assurances can be given for the rate at which this market will develop, if at all, which could affect the success of the Company and its ability to expand lithium operations;

 

§ Changes in technology or other developments could result in preferences for substitute products;

 

§ The imbalance in the lithium market due to an excess of supply from new or existing competitors could adversely affect prices;

  

§ The Company’s financial condition, operations and results of operations are subject to political, economic, social, regulatory and geographic risks of doing business in Brazil;

 

§ Inflation in Brazil, along with Brazilian governmental measures to combat inflation, may have a significant negative effect on the Brazilian economy and, as a result, on the Company’s financial condition and results of operations;

 

§ Violations of anti-corruption, anti-bribery, anti-money laundering and economic sanctions laws and regulations could materially adversely affect the Company’s business, reputation, results of operations and financial condition;

 

§ Corruption and fraud in Brazil relating to ownership of real estate could materially adversely affect the Company’s business, reputation, results of operations and financial condition;

 

§ The Company is subject to regulatory frameworks applicable to the Brazilian mining industry which could be subject to further change, as well as government approval and permitting requirements, which may result in limitations on the Company’s business and activities;

 

§ The Company’s operations are subject to numerous environmental laws and regulations and expose the Company to environmental compliance risks, which may result in significant costs and have the potential to reduce the profitability of operations;

 

§ Physical climate change events and the trend toward more stringent regulations aimed at reducing the effects of climate change could have an adverse effect on the Company’s business and operations;

 

§ The Company’s future production estimates are based on existing mine plans and other assumptions which change from time to time. No assurance can be given that such estimates will be achieved;

 

§ The Company’s capital and operating cost estimates may vary from actual costs and revenues for reasons outside of the Company’s control;

 

§ Insurance may not be available to insure against all such risks, or the costs of such insurance may be uneconomic. Losses from uninsured and underinsured losses have the potential to materially affect the Company’s financial position and prospects;

 

§ The Company is subject to risks associated with securing title, property interests and exploration and exploitation rights;

 

§ The Company is subject to strong competition in Brazil and in the global mining industry;

 

§ The Company may become subject to government orders, investigations, inquiries or other proceedings (including civil claims) relating to securities, labor, environmental and health and safety matters, which could result in consequences material to its business and operations;

 

§ The Company’s mineral resource and mineral reserve estimates are estimates only and no assurance can be given that any particular level of recovery of minerals will in fact be realized or that identified mineral resources, or mineral reserves will ever qualify as a commercially mineable (or viable) deposit;

 

  |31
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

§ The Company’s operations and the development of its projects may be adversely affected if it is unable to maintain positive community relations;

 

§ The Company is exposed to risks associated with doing business with counterparties, which may impact the Company’s operations and financial condition;

 

§ The Company may not be able to secure the supply of key raw material;

 

§ The Company may not be able to meet the quality requirements of its customers;

  

§ Any limitation on the transfer of cash or other assets between the Company and the Company’s subsidiaries, or among such entities, could restrict the Company’s ability to fund its operations efficiently or the ability of its subsidiaries to distribute cash otherwise available for distributions;

 

§ The Company is subject to risks associated with its reliance on consultants and others for mineral exploration and exploitation expertise;

 

§ The Company's operations are subject to the high degree of risk normally incidental to the exploration for, and the development and operation of, mineral properties;

  

§ From time to time, the Company may become involved in litigation, which may have a material adverse effect on its business, financial condition and prospects;

 

§ The current military conflict in Ukraine and the Middle East and the economic or other sanctions imposed in response to such military conflicts and other global conflicts may impact global markets in such a manner as to have a material adverse effect on the Company’s business, operations, financial condition and stock price;

 

§ Operating cash flow may be insufficient for future needs;

 

§ The Company may be unable to achieve cash flow from operating activities sufficient to permit it to pay the principal, premium, if any, and interest on the Company's indebtedness, or maintain its debt covenants;

  

§ The Company may not be able to obtain sufficient financing in the future on acceptable terms, which could have a material adverse effect on the Company’s business, results of operations and financial condition. In order to obtain additional financing, the Company may conduct additional (and possibly dilutive) equity offerings or debt issuances in the future;

 

§ Actions taken by foreign governments regarding critical minerals may affect the Company’s business;

 

§ The Company’s operations may be adversely affected if its licenses and permits are challenged, revoked, amended, not issued or not renewed;

 

§ The Company may be subject to sudden tax changes, which can have a material adverse effect on profitability;

  

§ The Company may be unable to achieve cash flow from operating activities sufficient to permit it to pay the principal, premium, if any, and interest on the Company’s indebtedness, or maintain its debt covenants;

 

§ The Company has not declared or paid dividends in the past and may not declare or pay dividends in the future;

 

§ The Company has increased costs as a result of being a public company both in Canada listed on the TSXV and in the United States listed on the Nasdaq, and its management is required to devote further substantial time to United States public company compliance efforts;

 

  |32
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

§ If the Company does not implement and maintain adequate and appropriate internal controls over financial reporting as outlined in accordance with NI 52-109 or the Rules and Regulations of the SEC. Accordingly, inappropriately designed or ineffective controls could result in inaccurate financial reporting;

 

§ As a foreign private issuer, the Company is subject to different U.S. securities laws and rules than a domestic U.S. issuer, which may limit the information publicly available to its shareholders;

 

§ Failure to retain key officers, consultants and employees or to attract and retain additional key individuals with necessary skills could have a materially adverse impact upon the Company’s success;

 

§ The Company’s business depends on strong labor and employment relations;

  

§ The Company is subject to currency fluctuation risks;

 

§ The Company is subject to interest rates fluctuation;

 

§ The Company may face challenges in accessing global capital markets;

 

§ Failure in the infrastructure that the Company relies upon could have an adverse effect on the its operations;

  

§ Certain directors and officers of the Company are, or may become, associated with other natural resource companies which may give rise to conflicts of interest;

 

§ The market price for the Company’s shares may be volatile and subject to wide fluctuations in response to numerous factors beyond its control, and the Company may be subject to securities litigation as a result;

 

§ If securities analysts, industry analysts or activist short sellers publish research or other reports about the Company’s business, prospects or value, which questions or downgrades the value of the Company, the price of the Common Shares could decline;

 

§ The Company will have broad discretion over the use of the net proceeds from offerings of its securities;

 

§ There is no guarantee that the Common Shares will earn any positive return in the short term or long term;

 

§ The Company has a major shareholder which owns 42.86% of the outstanding Common Shares and, as such, for as long as such shareholder directly or indirectly maintains a significant interest in the Company, it may be in a position to affect the Company’s governance, operations and the market price of the Common Shares;

 

§ As the Company is a Canadian corporation but many of its directors and officers are not citizens or residents of Canada or the U.S., it may be difficult or impossible for an investor to enforce judgements against the Company and its directors and officers outside of Canada and the U.S. which may have been obtained in Canadian or U.S. courts or initiate court action outside Canada or the U.S. against the Company and its directors and officers in respect of an alleged breach of securities laws or otherwise. Similarly, it may be difficult for U.S. shareholders to effect service on the Company to realize on judgements obtained in the United States;

 

§ The Company is governed by the Ontario Business Corporations Act and by the securities laws of the province of Ontario, which in some cases have a different effect on shareholders than U.S. corporate laws and U.S. securities laws;

 

§ The Company is subject to risks associated with its information technology systems and cyber-security; and

 

§ The Company may be a Passive Foreign Investment Company, which may result in adverse U.S. federal income tax consequences for U.S. holders of Common Shares.

 

  |33
SIGMA LITHIUM CORPORATION  
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
(Expressed in thousands of United States dollars, except per share amounts or unless stated otherwise)

 

Readers are cautioned that the foregoing lists of assumptions and risks are not exhaustive. The Forward-Looking Information contained in this MD&A is expressly qualified by these cautionary statements. All Forward-Looking Information in this MD&A speaks as of the date of this MD&A. The Company does not undertake any obligation to update or revise any Forward-Looking Information, whether as a result of new information, future events, or otherwise, except as required by applicable securities law. Additional information about these assumptions, risks, and uncertainties is contained in the Company’s filings with securities regulators, including this MD&A and the Annual Information Form, which are available on SEDAR+ at www.sedarplus.ca.

 

CAUTIONARY NOTE REGARDING MINERAL RESERVE & MINERAL RESOURCE ESTIMATES

 

Technical disclosure regarding the Company’s properties included in this document has not been prepared in accordance with the requirements of U.S. securities laws. Without limiting the foregoing, such technical disclosure uses terms that comply with reporting standards in Canada and estimates are made in accordance with NI 43-101. Unless otherwise indicated, all mineral reserve and mineral resource estimates contained in the technical disclosure have been prepared in accordance with NI 43-101 and the CIM Definition Standards.

 

NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 differs significantly from the disclosure requirements of the SEC generally applicable to U.S. companies. Accordingly, information contained in this MD&A is not comparable to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements.

 

 

 

 | 34

 

 

 

 

 

EX-99.2 3 exh_992.htm EXHIBIT 99.2

Exhibit 99.2

 

 

 

 

 

SIGMA LITHIUM CORPORATION

UNAUDITED CONDENSED
INTERIM CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE THREE-MONTH
PERIODS ENDED MARCH 31,
2025 AND 2024

 

(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)

 

 

 

 

 

 

 

 

 

 

 

 

 


 

Summary  
   
Description Page
MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING 1
Unaudited Condensed Interim Consolidated Statements of Financial Position 2
Unaudited Condensed Interim Consolidated Statements of Income (Loss) 3
Unaudited Condensed Interim Consolidated Statements of Comprehensive Income (Loss) 4
Unaudited Condensed Interim Consolidated Statements of Cash Flows     5
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders' Equity 6
Notes to the Unaudited Condensed Interim Consolidated Financial Statements  
Note 1 Corporate information 7
Note 2 Basis of preparation 7
Note 3 Cash and cash equivalents 9
Note 4 Trade accounts receivable 9
Note 5 Inventories 9
Note 6 Advance to suppliers 9
Note 7 Recoverable VAT and other taxes 10
Note 8 Cash held as collateral 10
Note 9 Property, plant and equipment 11
Note 10 Deferred exploration and evaluation expenditure 12
Note 11 Related parties’ transactions 13
Note 12 Suppliers 15
Note 13 Loans and export prepayment 15
Note 14 Lease liability 17
Note 15 Prepayment from customer 18
Note 16 Taxes payable 18
Note 17 Income tax and social contributions 18
Note 18 Asset retirement obligations (“ARO”) 19
Note 19 Financial instruments 20
Note 20 Share capital 24
Note 21 Income (Loss) per share 25
Note 22 Sales revenue 25
Note 23 Costs and expenses by nature 26
Note 24 Other operating expenses 27
Note 25 Financial expenses 27
Note 26 Stock-based compensation 28
Note 27 Legal claim contingency 29
Note 28 Additional information of the cash flow statement 30
Note 29 Subsequent Events 30

 

 

 


MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

 

The accompanying unaudited condensed interim consolidated financial statements of Sigma Lithium Corporation (the "Company") are the responsibility of management and have been approved by the Company's Board of Directors (the "Board").

 

The unaudited condensed interim consolidated financial statements have been prepared by management on a going concern basis in accordance with International Accounting Standard 34 Interim Financial (“IAS 34”) as issued by the International Accounting Standards Board. When alternative accounting methods exist, management has chosen those it deems most appropriate in the circumstances. Financial statements are not exact since they include certain amounts based on estimates and judgments. Management has determined such amounts on a reasonable basis in order to ensure that the financial statements are presented fairly, in all material respects.

 

The Board is responsible for ensuring that management fulfills its responsibilities for financial reporting and is ultimately responsible for reviewing and approving the financial statements. The Board carries out this responsibility principally through its Audit Committee.

 

The Audit Committee is appointed by the Board, and all of its members are independent directors. The Audit Committee meets at least four times a year with management, and with the external auditors, to discuss internal controls over the financial reporting process, auditing matters and financial reporting issues, to satisfy itself that each party is properly discharging its responsibilities, and to review the quarterly and the annual reports, the unaudited condensed interim consolidated financial statements and the external auditor’s reports. The Audit Committee reports its findings to the Board for consideration when approving the unaudited condensed interim consolidated financial statements for issuance to the shareholders. The Audit Committee also considers, for review by the Board and approval by the shareholders, the engagement or reappointment of the external auditors.

 

 

 

 

 

 

 

 

"Ana Cristina Cabral"

Chief Executive Officer and Co-Chairperson

 

"Rogério Marchini Santos"

Chief Financial Officer

 

  1  

 

Sigma Lithium Corporation

 

Unaudited Condensed Interim Consolidated Statements of Financial Position

As of March 31, 2025, December 31, 2024 and January 1, 2024.

(Expressed in thousands of United States dollars)

 

              12/31/2024     1/1/2024  
    Notes   3/31/2025     (As restated
Note 2.3)
    (As restated
Note 2.3)
 
ASSETS                            
Current assets                            
Cash and cash equivalents   3     31,111       45,918       48,584  
Trade accounts receivable   4     27,035       11,584       22,400  
Inventories   5     21,232       16,140       14,667  
Advance to suppliers   6     7,134       9,727       5,327  
Accounts receivable from related parties   11     -       -       10  
Prepaid expenses and other assets         2,264       3,034       3,304  
Recoverable VAT and other taxes   7     9,089       6,368       13,339  
Total current assets         97,865       92,771       107,631  
                             
Non-current assets                            
Judicial deposits         6       -       50  
Loan and accounts receivable from related parties   11     15,897       12,953       9,928  
Recoverable VAT and other taxes   7     1,948       1,312       -  
Deferred income tax and social contribution   17     16,038       19,230       1,561  
Cash held as collateral   8     12,686       12,686       11,519  
Property, plant and equipment   9     152,533       141,025       180,857  
Deferred exploration and evaluation expenditure   10     51,340       47,141       56,016  
Total non-current assets         250,448       234,347       259,929  
                             
Total assets         348,313       327,118       367,560  
                             
LIABILITIES AND SHAREHOLDERS' EQUITY                            
Current liabilities                            
Suppliers   12     38,569       32,627       53,675  
Loans and export prepayment   13     55,786       61,596       21,808  
Lease liability   14     1,897       1,753       1,609  
Prepayment from customer   15     1,879       1,514       1,625  
Taxes payable   16     6,016       3,923       10,234  
Payroll and related charges         3,521       1,959       1,907  
Legal contingencies   27     500       155       -  
Other liabilities         6,435       5,244       1,458  
Total current liabilities         114,603       108,771       92,316  
                             
Non-current liabilities                            
Loans and export prepayment   13     112,881       112,003       107,121  
Lease liability   14     1,230       1,435       2,712  
Taxes payable   16     3,423       3,174       104  
Legal contingencies   27     3,272       3,271       -  
Long term provisions         3,623       3,221       764  
Asset retirement obligations   18     3,188       2,903       2,893  
Total non-current liabilities         127,617       126,007       113,594  
                             
Shareholders' equity                            
Share capital   20     326,964       326,832       291,215  
Stock-based compensation reserve         19,927       18,485       44,488  
Tax incentive reserve         2,687       2,500       -  
Accumulated other comprehensive income (loss)         (21,231 )     (28,495 )     1,533  
Accumulated losses         (222,254 )     (226,982 )     (175,586 )
Total shareholders' equity         106,093       92,340       161,650  
Total liabilities and shareholders' equity         348,313       327,118       367,560  

 

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

 

  2  

 

Sigma Lithium Corporation

 

Unaudited Condensed Interim Consolidated Statements of Income (Loss)

For the Three-Month Periods ended March 31, 2025 and 2024

(Expressed in thousands of United States dollars, except for number of shares and per share amounts)

 

        Three months ended,  
          3/31/2025       3/31/2024  
    Note             (As restated
Note 2.3)
 
Sales revenue   22     47,673       37,202  
Cost of goods sold   23a     (34,218 )     (28,642 )
Gross profit         13,455       8,560  
                     
Operating expenses                    
Sales expenses         (205 )     (861 )
General and administrative expenses   23b     (4,759 )     (4,363 )
Other operating income (expenses), net   24     (896 )     (1,399 )
Stock-based compensation   26c     (805 )     (2,266 )
Operating income (loss) before financial results and income taxes         6,790       (329 )
                     
Financial income (expenses), net   25     2,938       (7,051 )
Income (loss) before income tax and social contribution         9,728       (7,380 )
                     
Income tax and social contribution – current   17     (353 )     (512 )
Income tax and social contribution – deferred   17     (4,647 )     983  
                     
Net income (loss) for the period         4,728       (6,909 )
                     
Basic and diluted net income (loss) per common share   21     0.04       (0.06 )
Weighted average number of common shares outstanding - basic and diluted         111,271,321       110,751,538  

 

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

 

 

 

  3  

 

Sigma Lithium Corporation

 

Unaudited Condensed Interim Consolidated Statements of Comprehensive Income (Loss)

For the Three-Month Periods ended March 31, 2025 and 2024

(Expressed in thousands of United States dollars)

 

    Three months ended,  
      3/31/2025       3/31/2024  
              (As restated
Note 2.3)
 
Net income (loss) for the period     4,728       (6,909 )
                 
Items that are or may be reclassified subsequently to income or loss:                
Foreign currency translation adjustment of subsidiary     7,264       (4,858 )
                 
Net income (loss) and comprehensive income (loss) for the period     11,992       (11,767 )

 

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

 

 

 

 

 

 

 

 

 

 

 

 

  4  

 

Sigma Lithium Corporation

 

Unaudited Condensed Interim Consolidated Statements of Comprehensive Income (Loss)

For the Three-Month Periods ended March 31, 2025 and 2024

(Expressed in thousands of United States dollars)

 

        Three months ended,  
        3/31/2025     3/31/2024  
    Note         (As restated
Note 2.3)
 
Operating activities                    
Net income (loss) for the period         4,728       (6,909 )
Adjustments for:                    
Foreign exchange gain, net         (11,445 )     4,058  
Interest on loans with related parties         (823 )     (420 )
Accretion of present value of assets retirement obligation   18     57       42  
Amortization of transaction costs   13     173       198  
Provision for contingencies         221       85  
Social programs provision   24     416       81  
Stock-based compensation   26.b     1,416       2,266  
Depreciation and depletion         3,219       3,419  
Income tax and social contribution - current and deferred   17     5,000       (471 )
Interest on loans and leases   13 and 14     5,012       4,730  
Other         -       1,210  
                     
                     
(Increase) decrease in operating assets                    
Trade accounts receivable         (14,700 )     (7,259 )
Inventories         (3,414 )     (723 )
Advance to suppliers         637       (1,076 )
Prepaid expenses and other assets         989       1,057  
Recoverable VAT and other taxes, net   7     (2,691 )     (1,965 )
Other assets         (6 )     -  
                     
                     
Increase (decrease) in operating liabilities                    
Suppliers   12     6,302       403  
Prepayment from customer   15     251       (1,585 )
Taxes payables         1,599       930  
Payroll and related charges         1,386       1,869  
Other liabilities         636       (20 )
                     
                     
Interest payment on loans and leases   13     (1,149 )     (11,392 )
Net cash used in operating activities         (2,186 )     (11,472 )
                     
Investing activities                    
Purchase of property, plant and equipment   9     (3,454 )     (3,976 )
Addition to exploration and evaluation assets   10     (296 )     (1,748 )
Loans to related parties for surface rights acquisition   11     (1,043 )     (40 )
Net cash used in investing activities         (4,793 )     (5,764 )
                     
Financing activities                    
Repayment of loan   13     (30,989 )     (9,253 )
Proceeds from loans   13     20,796       88,526  
Payment of lease liabilities   14     (579 )     (663 )
Net cash used in (provided by) financing activities         (10,772 )     78,610  
                     
Effect of exchange rate changes on cash held in foreign currency         2,944       (1,767 )
                     
Increase (decrease) in cash and cash equivalents in the period         (14,807 )     59,607  
                     
Cash and cash equivalents, beginning of period         45,918       48,584  
Cash and cash equivalents, end of period         31,111       108,191  
                     
Increase (decrease) in cash and cash equivalents in the period         (14,807 )     59,607  

 

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

 

 

 

  5  

 

Sigma Lithium Corporation

 

Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders' Equity

For the Three-Month Periods ended March 31, 2025 and 2024

(Expressed in thousands of United States dollars, except the number of shares)

 

    Note   Number of
common
shares
    Share
capital
    Stock-
based
reserve
    Earning
reserves
    Accumulated
comprehensive
income (loss)
    Accumulated
losses
    Total  
Balance as of January 01, 2024 (as restated Note 2.3)         110,059,471       291,215       44,488       -       1,533       (175,586 )     161,650  
                                                             
Exercise of RSUs   20c & 26a     482,825       17,237       (17,237 )                             -  
Stock-based compensation   26b                     1,904                               1,904  
Net loss for the period                                                 (6,909 )     (6,909 )
Other comprehensive loss for the period                                         (4,858 )             (4,858 )
Balance as of March 31, 2024 (as restated Note 2.3)         110,542,296       308,452       29,155       -       (3,325 )     (182,495 )     151,787  
                                                             
Balance as of December 31, 2024         111,267,279       326,832       18,485       2,500       (28,495 )     (226,982 )     92,340  
Exercise of RSUs   20c & 26a     11,250       132       (132 )                             -  
Stock-based compensation   26b                     1,574                               1,574  
Tax incentive reserve                                 187                       187  
Net income for the period                                                 4,728       4,728  
Other comprehensive income for the period                                         7,264               7,264  
Balance as of March 31, 2025         111,278,529       326,964       19,927       2,687       (21,231 )     (222,254 )     106,093  

 

 

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

 

 

 

 

 

 

  6  

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three-Month Periods ended March 31, 2025 and 2024

(Expressed in thousands of United States dollars, unless otherwise stated)

 

 

1. Corporate information

 

Sigma Lithium Corporation (the “Company” or “Sigma Lithium” or “Sigma”), together with its direct and indirect subsidiaries, is a commercial producer of lithium oxide concentrate.

 

These unaudited condensed interim consolidated financial statements include the Company’s wholly owned subsidiary Sigma Lithium Holdings Inc. (“Sigma Holdings”), which is domiciled in Canada and incorporated under the Business Corporations Act (British Columbia), and its indirect wholly-owned subsidiaries incorporated in Brazil, Sigma Mineração S.A. (“Sigma Brazil”) and Sigma Industrial de Lítio S.A (“Sigma Industrial”).

 

Sigma Brazil holds a 100% interest in four mineral properties: Grota do Cirilo, São José, Santa Clara, and Genipapo, located in the municipalities of Araçuaí and Itinga, in the Vale do Jequitinhonha region (referred as thereafter as “Jequitinhonha Valley”) in the State of Minas Gerais, Brazil (together, the “Lithium Properties”), where our operating assets are located.

 

The Company’s common shares commenced trading on the TSX Venture Exchange (the “TSXV”) on May 9, 2018, under the symbol “SGML” (formerly “SGMA”) and on September 13, 2021, on Nasdaq Capital Market (“Nasdaq”), the symbol was unified to “SGML”. On July 24, 2023, Sigma Lithium began trading its unsponsored Brazilian Depositary Receipts (“BDR’s”) on B3, the Brazilian Stock Exchange. Unsponsored BDRs are issued by depository institutions without the participation of the foreign companies that issued the backing securities, being classified only as Level I Unsponsored BDRs.

 

2. Basis of preparation

 

The unaudited condensed interim consolidated financial statements of the Company have been prepared in accordance with IFRS Accounting Standards applicable to the preparation of interim financial statements, under International Accounting Standard 34, Interim Financial Reporting. Accordingly, certain disclosures included in the Company’s annual unaudited consolidated financial statements prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) have been condensed or omitted. These unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2024, ("2024 Annual Financial Statements").

 

These unaudited condensed interim consolidated financial statements have been prepared under the historical cost method, except for certain financial instruments measured at fair value.

 

All the amounts presented in United States Dollars (“US$”) have been translated from the Company's functional currency and may contain immaterial rounding.

 

As a result, the following explanatory notes are not repeated in this interim financial information either due to redundancy or materiality in relation to those previously presented in the annual financial statements:

 

· Note 2.4 – Accounting policies
· Note 3 – New accounting standards and interpretations
· Note 11.g – Property, plant and equipment - Impairment of non-financial assets
· Note 28.b – Stock-based compensation - Stock option
· Note 29 – Commitments

 

The unaudited condensed interim consolidated financial statements were approved by the Board of Directors on May 14, 2025.

 

 

 

  7  

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three-Month Periods ended March 31, 2025 and 2024

(Expressed in thousands of United States dollars, unless otherwise stated)

 

 

2.1. Transactions eliminated on consolidation

 

Intra-group balances and transactions, as well as any unrealized income and expenses arising from intra-group transactions, are eliminated.

 

2.2. Functional currency

 

The Company's functional currency is the currency of the primary economic environment in which it operates and that best reflects its business and operations. The Company’s operations are held by the Brazilian subsidiary, Sigma Mineração S.A., which provides the entirety of the inflows and outflows of the Company, including any dividends to be remitted. The Parent Company in Canada is a pure holding company with no operations and depends on the Brazilian subsidiary to provide its cash flow. The prices of the lithium commodity are globally referenced in U.S. dollars to provide reference for market players located in different countries and different currencies. Consequently, the Company’s revenues are translated into the Brazilian Real, which is the currency that most of the costs for supplying products or services are incurred and which the costs are normally expressed and settled. Accordingly, the Company’s functional currency is the Brazilian Real ("R$").

 

2.3. Presentation currency of the financial statements

 

On January 1, 2025, the Company elected to change its presentation currency from Canadian Dollars (“CAD”) to United States Dollars (“US$”). This change was made to better reflect the Company’s business operations and to enhance the comparability of its financial results with those of other publicly traded companies in the mining industry. The change in presentation currency has been applied retrospectively, and comparative financial information has been restated as though US$ had always been the Company’s presentation currency, in accordance with IAS 21 and IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors.

 

For reporting periods prior to January 1, 2025, the statements of financial position have been translated from the functional currency (R$) to the new presentation currency (US$) using the exchange rates prevailing at each respective reporting date. Equity items, however, have been translated using historical accumulated rates dating back to the Company’s incorporation in 2018. The statements of income / (loss) and comprehensive income / (loss) were translated at average exchange rates for each reporting period, or at the rate prevailing on the date of the transaction. Exchange differences arising from the translation of 2024 financial information from R$ (functional currency) to US$ (presentation currency) have been recognized in other comprehensive income / (loss) and accumulated in a separate component of equity.

 

In compliance with IFRS Accounting Standards, the Company also presented a third statement of financial position as of January 1, 2024. Equity balances were restated using historical average exchange rates, except for significant transactions, which were translated using the actual historical rates. Any resulting differences were recorded as adjustments to the foreign currency translation reserve.

 

As of March 31, 2025 the main exchange rates used by the Company to convert the financial information with a currency different from functional currency were as follows: US$1.00 was equivalent to R$5.7422 (R$6.1923 on December 31, 2024) and CAD$1.00 was equivalent to R$3.9937 (R$4.3047 on December 31, 2024), based on the rates published by the Central Bank of Brazil.

 

2.4. Going concern

 

The Company’s management believes that it has adequate resources to continue its operations. Therefore, these unaudited condensed interim financial statements for the three-month periods ended March 31, 2025, have been prepared on a going concern basis.

 

 

 

  8  

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three-Month Periods ended March 31, 2025 and 2024

(Expressed in thousands of United States dollars, unless otherwise stated)

 

 

3. Cash and cash equivalents

 

Cash and cash equivalents include the following:

 

    3/31/2025     12/31/2024  
          (As restated
Note 2.3)
 
Cash     2,882       24,860  
Short-term investments     28,229       21,058  
      31,111       45,918  

 

In 2025, the Company holds short-term investments abroad (denominated in United States Dollars) with an approximate yield of 4.08% p.a. as of March 31, 2025 (3.76% p.a. December 31, 2024) and fixed income investments, with immediate liquidity, indexed to 100.5% p.a. (98.2% p.a. on December 31,2024) of the Brazilian interbank deposit certificate (“CDI”).

 

4. Trade accounts receivable

 

    3/31/2025     12/31/2024  
          (As restated
Note 2.3)
 
Accounts receivable from customers     35,020       18,013  
Provisional price adjustment     (7,985 )     (6,429 )
      27,035       11,584  

 

The Company's operations include accounts receivable where the final selling price is established days after initial revenue recognition and product delivery.

 

The trade accounts receivable is subject to significant market price fluctuations until the final selling price is settled. The Company monitors the futures market for lithium to estimate the final prices when the quotational periods of the contracts close. As a result, accounts receivable as of March 31, 2025, have been estimated and adjusted based on relevant forward market prices (see Note 22). Any fluctuations in the value of these receivables are reflected in the Company's sales revenue.

 

5. Inventories

 

    3/31/2025     12/31/2024  
          (As restated
Note 2.3)
 
Lithium oxide concentrate     5,226       2,653  
Green By-Products     7,299       6,499  
Total finished goods     12,525       9,152  
Consumable     486       391  
      13,011       9,543  
                 
Spare parts     8,221       6,597  
Total     21,232       16,140  

 

Spare parts refer to components and equipment used in the short-term maintenance of machinery and equipment. As of March 31, 2025, the Company has not identified any need to recognize losses on slow-moving inventory.

 

6. Advance to suppliers

 

As of March 31, 2025, the Company had outstanding balances for advances with domestic and foreign suppliers in the amount of $7,134 ($9,727 on December 31, 2024), for the acquisition of operating consumables.

 

 

  9  

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three-Month Periods ended March 31, 2025 and 2024

(Expressed in thousands of United States dollars, unless otherwise stated)

 

 

7. Recoverable VAT and other taxes

 

    3/31/2025     12/31/2024  
          (As restated
Note 2.3)
 
ICMS (State VAT)     1,948       1,312  
Federal tax credits (PIS / COFINS)     7,791       5,224  
Other recoverable taxes (1)     1,298       1,144  
      11,037       7,680  
                 
Current     9,089       6,368  
Non-Current     1,948       1,312  

(1) Income tax withheld on financial investments

 

The outstanding balance of recoverable federal taxes is expected to be recovered within the next 12 months, based on analysis and budget projections approved by management. Regarding the recoverable ICMS (state VAT), the Company expects to recover them in about two years.

 

8. Cash held as collateral

 

As of March 31, 2025 and December 31,2024, the Company had advanced $12,686 as collateral related to the obligation to pay interest on export prepayment contract loans for the development of an industrial plant (Note 13). The amounts are determined based on the interest paid on the loan over the last twelve months established in the loan agreement. The settlement of the collateral will occur at the maturity of the agreement together with its final settlement.

 

 

 

 

 

 

 

 

 

 

 

  10  

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three-Month Periods ended March 31, 2025 and 2024

(Expressed in thousands of United States dollars, unless otherwise stated)

 

 

9. Property, plant and equipment

 

    Assets Under
Construction
    Buildings     Machinery and
equipment
    Right-of-use
assets
    Mining
rights
    Other
assets
    Total  
Cost     -       57,540       95,679       5,702       29,810       718       189,449  
Accumulated depreciation and depletion     -       (1,700 )     (2,973 )     (1,498 )     (2,327 )     (94 )     (8,592 )
Balance as of January 1, 2024 (as restated Note 2.3)     -       55,840       92,706       4,204       27,483       624       180,857  
                                                         
Additions     3,857       66       2,015       2,232       6,528       56       14,754  
Disposal     -       -       (701 )     (583 )     -       (1 )     (1,285 )
Transfers     (1,134 )     -       851       -       283       -       -  
Depreciation and depletion     -       (2,331 )     (4,956 )     (2,043 )     (3,974 )     (103 )     (13,407 )
Foreign currency translation adjustment of subsidiaries     (446 )     (11,854 )     (20,393 )     (754 )     (6,313 )     (134 )     (39,894 )
                                                         
Balance as of December 31, 2024 (as restated Note 2.3)     2,277       41,721       69,522       3,056       24,007       442       141,025  
                                                         
Cost     2,277       45,039       76,285       6,082       29,306       606       159,595  
Accumulated depreciation and depletion     -       (3,318 )     (6,763 )     (3,026 )     (5,299 )     (164 )     (18,570 )
Balance as of December 31, 2024 (as restated Note 2.3)     2,277       41,721       69,522       3,056       24,007       442       141,025  
                                                         
Additions     1,565       -       1,900       199       1       3       3,668  
Depreciation and depletion     -       (492 )     (1,145 )     (526 )     (1,042 )     (27 )     (3,232 )
Foreign currency translation adjustment of subsidiaries     253       3,262       5,423       234       1,866       34       11,072  
                                                         
Balance as of March 31, 2025     4,095       44,491       75,700       2,963       24,832       452       152,533  
                                                         
Cost     4,095       48,569       84,158       6,762       31,604       657       175,845  
Accumulated depreciation and depletion     -       (4,078 )     (8,458 )     (3,799 )     (6,772 )     (205 )     (23,312 )
Balance as of March 31, 2025     4,095       44,491       75,700       2,963       24,832       452       152,533  

 

 

  11  

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three-Month Periods ended March 31, 2025 and 2024

(Expressed in thousands of United States dollars, unless otherwise stated)

 

 

a) The average estimated useful lives are as follows (in years):

 

    3/31/2025     12/31/2024  
Description         (As restated
Note 2.3)
 
Buildings     26       26  
Machinery and equipment     19       20  
Right of use assets     3       3  
Mining rights     8       8  
Other assets     6       5  

 

b) Assets under construction

 

In 2024, the Company began investments related to the Phase 2 capacity expansion, totaling $2,359 ($2,372 as of December 31, 2024). Initially, accumulated expenditures are classified as construction in progress and will be reclassified to the appropriate asset categories upon completion of the operational plant. Additionally, the Company continued to invest into Phase 1 operational infrastructure, with related expenditures classified as construction in progress and reclassified to the respective asset categories as each infrastructure initiative is completed.

 

c) Right-of-use assets

 

Right-of-use assets include land, machinery, and equipment provided exclusively for the Company’s use on-site. The Company considers as right-of-use those contracts longer than 12 months in which assets have individual amounts greater than $5.

 

d) Depreciation and depletion

 

The allocation of depreciation costs incurred as of March 31, 2025 and 2024, is shown below:

    3/31/2025     12/31/2024  
Reconciliation of depreciation and depletion for the period         (As restated
Note 2.3)
 
             
Operating expenses     3,177       13,367  
Deferred exploration and evaluation expenditure     55       40  
Depreciation accumulated for the period     3,232       13,407  

 

10. Deferred exploration and evaluation expenditure

 

A summary of exploration costs is set out below:

 

    3/31/2025     12/31/2024  
          (As restated
Note 2.3)
 
Opening balance     47,141       56,016  
                 
Exploration and feasibility investments     351       3,186  
Share based compensation of exploration and feasibility personnel     144       1,267  
Additions     495       4,453  
                 
Disposal     -       (342 )
Asset retirement cost     -       (100 )
Foreign currency translation adjustment of subsidiaries     3,704       (12,886 )
                 
Closing balance     51,340       47,141  

 

 

  12  

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three-Month Periods ended March 31, 2025 and 2024

(Expressed in thousands of United States dollars, unless otherwise stated)

 

 

11. Related parties’ transactions

 

A summary of related parties is set out below:

 

Related Party   Nature of relationship
A10 Group  

A10 Group is composed of:

(a) A10 Investimentos Ltda.;

(b) A10 Finanças e Capital Ltda. (“A10 Finanças”);

(c) A10 Partners Participações Ltda.;

(d) A10 Serviços Especializados de Avaliação de Empresas Ltda. (“A10 Advisory”); and

(e) A10 Serviços de Análise de Empresas e Administrativos Ltda.

A10 Investimentos Ltda.   A10 Investimentos Ltda. is an asset management firm controlled by Marcelo Paiva, a Director of the Company, who is the investment manager of the A10 Fundo de Investimento de Ações – Investimento no Exterior (“A10 Fund”), which holds a controlling position in the Company.
A10 Finanças   A10 Finanças is primarily a holding company. The firm is controlled by Marcelo Paiva, a Director of the Company.

A10 Partners Participações Ltda.

  A10 Partners Participações Ltda. is a holding company. The firm is controlled by Marcelo Paiva, a Director of the Company, and had no transactions with the Company before or during the period ended March 31, 2025.
A10 Advisory   A10 Advisory is an administrative services firm controlled by Marcelo Paiva, a Director of the Company. The CEO, Ana Cristina Cabral has a minority interest.
A10 Serviços de Análise de Empresas e Administrativos Ltda.   A10 Serviços de Análise de Empresas e Administrativos Ltda. is an administrative services firm controlled by Marcelo Paiva, a Director of the Company, and had no transactions with the Company before or during the period ended March 31, 2025.
Miazga   Miazga Participações S.A is a land administration company in which Ana Cristina Cabral, the CEO of the Company has an indirect economic interest.
Arqueana   Arqueana Empreendimentos e Participações S.A. is a land administration company in which Ana Cristina Cabral, the CEO of the Company has in indirect economic interest.
Tatooine   Tatooine Investimentos S.A. is a land administration company in which an officer of Miazga and of the Sigma Brazil, Marina Bernardini, is the controlling shareholder and officer.
Instituto Lítio Verde (“ILV”)   Instituto Lítio Verde is a non-profit entity whose directors are Lígia Pinto, Sigma’s VP of Institutional and Governmental Relations and Communication, Marina Bernardini, an officer of Miazga and Sigma Brazil, and Cesar Chicayban, a Board of Directors member until July 9, 2024.
Key management personnel   Includes the directors of the Company, executive management team and senior management at Sigma Brazil.

 

a) Transactions with related parties

 

Cost sharing agreements (“CSAs”): The Company has CSAs with A10 Advisory and A10 Finanças, whereby the firms are reimbursed for certain expenses: (i) the cost of administrative personnel that is 100% allocated to the Company; (ii) the rental of office space that was formerly occupied by A10 Advisory and that is now fully used by the Company; (iii) health insurance expenses of former A10 Advisory staff now employed by the Company; and (iv) any relatively minor expenses of the Company that may be paid by one of the firms for later reimbursement by the Company.

 

Leasing Agreements: The Company has right-of-way lease agreements with Miazga and Arqueana relating to access to the industrial plant (See note 14).

 

Royalties: Brazilian law mandates the payment of royalties to landowners where mineral exploration takes place. The valuation of the amount must be equivalent to 50% of the sum paid as Financial Compensation for the Exploration of Mineral Resources (CFEM). As of March 31, 2025, the Company recognized an amount of $1.46 million ($0.94 million as of December 31, 2024) to be paid to Miazga, of which $0.28 million was paid in the first quarter of 2025.

 

  13  

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three-Month Periods ended March 31, 2025 and 2024

(Expressed in thousands of United States dollars, unless otherwise stated)

 

 

Accounts receivable (Tatooine): On April 20, 2023, Sigma Brazil entered into a facility agreement with Tatooine, to fund Tatooine’s purchase of multiple properties located in areas of interest of the Company. The facility agreement provides for the loan of an amount up to $12.0 million. On November 14, 2024, the Company entered into a contractual amendment with an increase in the loan limit to $15.0 million, bearing 15% p.a. interest rate. The facility agreement is to be made available upon utilization requests made by Tatooine to Sigma Brazil, specifying the amount to be utilized by Tatooine for the acquisition of each property and its corresponding expected costs and expenses. The loan granted by Sigma Brazil to Tatooine under the Facility Agreement represents a total amount of $15,897 as of March 31, 2025 ($12,952 as of December 31, 2024). For the three-months ended March 31, 2025 the Tatooine requested $ 1,043 to acquire surface properties located over mining rights of the Company.

 

Instituto Lítio Verde (“ILV”): Sigma Brazil and ILV are parties in the development of a major lithium mining project with a high degree of positive impact in the communities surrounding the Company’s operations at the Vale do Jequitinhonha. ILV’s purpose is to promote the well-being and the development of those communities.

 

Transactions with related parties

 

                Three
months
ended,
                Three
months
ended,
 
    3/31/2025     3/31/2025     12/31/2024     3/31/2024  
                      (As restated
Note 2.3)
    (As restated
Note 2.3)
 
Description   Pre-payments /
Receivable
    Accounts
payable /
Debt
    (Expenses) /
Income
    Pre-payments /
Receivable
    Accounts
payable /
Debt
    (Expenses) /
Income
 
A10 Advisory                                    
CSA     -       -       (93 )     -       -       (74 )
Miazga                                                
Lease agreements     -       13       (25 )     -       5       (1 )
Royalties             1,248       (523 )     -       671       -  
Arqueana                                                
Lease agreements     -       148       (35 )     -       123       (9 )
Tatooine                                                
Loan to related party     15,897       -       822       12,953       -       293  
Instituto Lítio verde                                                
Accounts payable     -       1,006       (416 )     -       563       (82 )
Total     15,897       2,415       (270 )     12,953       1,362       127  

 

b) Key management personnel

 

The compensation paid or payable to key management for employee services is shown below:

 

    Three months ended,  
      3/31/2025       3/31/2024  
              (As restated
Note 2.3)
 
Stock-based compensation, included in operating expenses     306       913  
Salaries, benefits and director's fees, included in general and administrative expenses     209       248  
      515       1,161  

 

Key management includes the directors of the Company, the executive management team and senior management at Sigma Brazil.

 

 

  14  

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three-Month Periods ended March 31, 2025 and 2024

(Expressed in thousands of United States dollars, unless otherwise stated)

 

 

12. Suppliers

 

    3/31/2025     12/31/2024  
          (As restated
Note 2.3)
 
Brazilian-based suppliers (1)     32,375       26,190  
Non-Brazilian-based suppliers     6,194       6,437  
Total suppliers (2)     38,569       32,627  
(1) Out of the amount recognized in suppliers, as of March 3, 2025, $6,072 ($5,631 as of December 31, 2024) is related to an ongoing arbitration to which Sigma Brazil is a party, as per Note 27 - Legal claim contingency.
(2) As of December 31, 2024, the total suppliers balance includes an amount of $9,071 that was reclassified from “Accounts Payable”.

 

13. Loans and export prepayment

 

      Current liabilities       Non-current liabilities  
      3/31/2025       12/31/2024       3/31/2025       12/31/2024  
              As restated
Note 2.3)
              As restated
Note 2.3)
 
Loans and export prepayment agreements                                
US dollar denominated                                
Export prepayment trade finance     51,111       60,125       -       -  
Export prepayment agreements - Synergy     3,384       624       100,000       100,000  
      54,495       60,749       100,000       100,000  
Reais denominated                                
Finame - BDMG     1,291       847       14,210       13,398  
                                 
Total loans and export prepayment     55,786       61,596       114,210       113,398  
                                 
Transactions costs     -       -       (1,329 )     (1,395 )
                                 
Total loans and export prepayment + Transactions costs     55,786       61,596       112,881       112,003  

 

The balances of loans and export prepayments are recognized at the amortized cost and are detailed as follows:

 

As of March 31, 2025, the principal amount of short-term and long-term loans and export prepayments of the Company by maturity year, adjusted for interest and exchange variation, before transaction costs, are as follows:

 

In USD$   Reais
denominated
    US dollar
denominated
    Total  
2025     783       54,495       55,278  
2026     2,751       100,000       102,751  
2027     3,110       -       3,110  
2028     3,110       -       3,110  
2029     3,055       -       3,055  
After 2029     2,692       -       2,692  
      15,501       154,495       169,996  

 

The Reais denominated amounts refer to the loans from Banco de Desenvolvimento de Minas Gerais (BDMG) and the US dollar denominated amounts refer to the short-term and long-term export prepayment.

 

  15  

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three-Month Periods ended March 31, 2025 and 2024

(Expressed in thousands of United States dollars, unless otherwise stated)

 

 

The table below shows the changes in the Company’s loans and export prepayments during the periods:

 

 

    3/31/2025     12/31/2024  
Description         (As restated
Note 2.3)
 
Opening balances     173,599       128,929  
                 
Additions     20,796       178,383  
Interest expense (1)     4,938       20,954  
Payment of interest (2)     (1,149 )     (31,545 )
Principal amortization (3)     (30,989 )     (122,161 )
Foreign exchange (4)     (11,877 )     42,387  
Transaction costs additions     -       (174 )
Transaction costs amortization     173       745  
Others     -       1,000  
Foreign currency translation adjustment of subsidiary     13,176       (44,919 )
                 
Loans and export prepayment agreements     168,667       173,599  

(1) Interest expenses incurred in the three-month period ended March 31, 2025 and the year ended December 31, 2024 - see note 25.

(2) Interest payments made during the three-month period ended March 31, 2025, totaled $1,149 including: (i) $874 for export prepayment agreements and (ii) $275 for financing agreements with BDMG;

(3) Refers to repayment of principal of export prepayment trade finance;

(4) The Brazilian real appreciated by 7.27% against the U.S. dollar in the first quarter of 2025. This variation primarily affects provisions and does not significantly impact cash flow.

 

Export Prepayment Trade Finance

 

During the year ended December 31, 2024, the Company entered into export prepayment agreements with financial institutions for a total of $171,778. These agreements have maturities ranging from 90 to 360 days and carry interest rates between 7.0% p.a. and 10.5% p.a. Additionally, the Company repaid $121,742 in export prepayment agreements, the maturities which occurred during the year.

 

In the first quarter of 2025, the Company entered into export prepayment agreements with financial institutions for a total of $20,795. These agreements have maturities ranging from 30 to 180 days and carry interest rates between 9.0% p.a. and 9.6% p.a. Additionally, the Company repaid $30,989 in export prepayment agreements, the maturities which occurred during the quarter.

 

Export Prepayment Agreement – Synergy

 

On December 13, 2022, the Company, through Sigma Brazil, entered into an export prepayment agreement in the amount of $100 million, with annual interest payments based on the 12-month Bloomberg short-term bank yield index (“BSBY”) plus 6.95% per annum and maturing on December 13, 2026. On December 13, 2022, Sigma Brazil drew down $60 million. The balance of $40 million was disbursed in two subsequent drawdowns of $20 million each, on February 28, 2023, and on March 16, 2023.

 

The Company paid at the inception of the agreement $12,686 (Note 8) as collateral, based on an amount equal to twelve months of interest accrual for the first interest period, and an upfront fee of $2,964. Principal repayments of the Loan are due 48 days after the end of the Company’s first and third quarters ending March 31 and September 30, respectively, each year, being the first measurement date, the third quarter ended September 30, 2023. Repayments will be determined based on an amount equivalent to 50% of the Company’s net cash generated from operating activities plus 50% of the net cash generated from investing activities for the prior six-month period ended March 31 and September 30.

 

The loan contains an embedded prepayment feature, whereby the Company must pay an early prepayment premium of 4% during the first year of the loan, reducing proportionately from 4% to 1% after the first anniversary, finishing at 1% at the end of the fourth year. The fair value of this embedded derivative has been estimated and does not differ significantly from the nominal amount and, accordingly, no adjustments were made, since it is closely related to the primary indexation of the loan.

 

The loan is guaranteed by the Company's assets, rights, licenses, receivables, contracts (with flexibility to enter/terminate/amend offtake agreements) and a pledge of 100% of Sigma Lithium Holdings Inc’s share interest in Sigma Brazil. The security will rank first in respect to all existing and future indebtedness of the Company, except in relation to permitted indebtedness of up to $100 million and R$100 million.

 

  16  

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three-Month Periods ended March 31, 2025 and 2024

(Expressed in thousands of United States dollars, unless otherwise stated)

 

 

As of November 15, 2024, the Bloomberg Short-Term Bank Yield Index (BSBY) was discontinued. In response to this change, we have transitioned to using the 12-month Secured Overnight Financing Rate (SOFR) as our benchmark rate. For interest payments after December 2024, the new rate applied will be SOFR + 6.95%.

 

In the three-month periods ended March 31, 2025, the Company recognized interest expense on this contract in the amount of $3,116 ($3,161 as of March 31, 2024).

 

a) Banco de Desenvolvimento de Minas Gerais - BDMG

 

The Company entered into a financing agreement with BDMG. The first tranche of $3,084 was received on January 13, 2023, and $768 on November 14, 2023. This financing entails quarterly interest payments and includes a 24-month grace period for principal amortization. Principal repayment occurs over 60 monthly installments, with the first installment due on December 15, 2024. The financing carries an annual interest rate of Sistema Especial de Liquidação e Custodia (“SELIC”)+3.75%.

 

On October 24, 2023, the Company entered into another financing agreement with BDMG for $9,449, the first tranche of $8,607 was received in December 2023 and second tranche of $789 received in May 2024. Like the previous agreement, this financing involves quarterly interest payments and a 24-month grace period for principal amortization. Principal repayment is scheduled over 60 monthly installments, with the first installment due on December 7, 2025. The interest on this loan is SELIC+3.88% per annum.

 

Additionally on May 9, 2024, the Company entered into another financing agreement with BDMG for $8,234. Like the previous agreement, this financing involves quarterly interest payments and a 24-month grace period for principal amortization. Principal repayment is scheduled for over 60 monthly installments, with the first installment due on May 30, 2026. The interest of this loan is SELIC+3.93% per annum.

 

In the three-month periods ended March 31, 2025, the Company recognized an interest expense on this contract in the amount of $586 ($410 as of March 31, 2024).

 

b) Banco Nacional de Desenvolvimento Econômico e Social - BNDES

 

On October 10, 2024, Sigma Lithium signed the final agreement securing a R$486.8 million development loan from the National Brazilian Bank for Economic and Social Development (“BNDES”) to fund the construction of a second Greentech carbon neutral industrial plant for lithium oxide concentrate at Vale do Jequitinhonha in Brazil. The Company is required to provide a letter of credit (“bank guarantee”) issued by a BNDES registered financial institution in advance of first drawdown. As of March 31, 2025 the Company had not recorded any drawdowns from BNDES.

 

As of March 31, 2025 the Company is in compliance with all debt covenants.

 

14. Lease liability

 

The lease liabilities are primarily related to the land leases owned by Miazga Participações S.A. (“Miazga”) and Arqueana, a related party (note 11), while the remaining lease contracts relate to land, apartments and houses, commercial spaces, operational equipment, and vehicle leases with third parties.

 

The lease agreements have terms between 1 year to 12 years and the liability was measured at the present value of the lease payments discounted using interest rates, with a weighted average rate of 9.69 which was determined to be the Company’s incremental borrowing rate.

 

  17  

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three-Month Periods ended March 31, 2025 and 2024

(Expressed in thousands of United States dollars, unless otherwise stated)

 

 

The changes in lease liabilities are shown in the following table:

 

    3/31/2025     12/31/2024  
Description         (As restated
Note 2.3)
 
Opening balances     3,188       4,321  
                 
Additions     -       -  
Remeasurement     199       2,232  
Interest expense     74       369  
Disposal     -       (496 )
Payments     (579 )     (2,392 )
Others     -       (47 )
Foreign currency translation adjustment of subsidiary     245       (799 )
                 
Lease Liability total     3,127       3,188  
                 
Current     1,897       1,753  
Non-Current     1,230       1,435  
Maturity analysis - contractual discounted cash flows                
As at March 31, 2025                
Less than one year     1,897          
Year 2     858          
Year 3     140          
Year 4     83          
Year 5     75          
More than 5 years     74          
Total contractual undiscounted cash flows     3,127          

 

15. Prepayment from customer

 

Refers to payments made in excess due to the provisional pricing applied at the time of invoicing, with the final amount subject to adjustments based on all variable pricing elements outlined in the sales contract. As of March 31, 2025, the outstanding balance was $1,879 ($1,514 as of December 31, 2024).

 

16. Taxes payable

 

    3/31/2025     12/31/2024  
          (As restated
Note 2.3)
 
Municipal taxes     518       422  
State taxes     201       297  
Federal taxes     8,720       6,378  
      9,439       7,097  
                 
Current     6,016       3,923  
Non-Current     3,423       3,174  

 

On October 4, 2024, the Northeast Development Authority – “SUDENE” approved Sigma Lithium for the tax benefit of a 75% reduction in income tax, also known as Profit from Exploration, and issued the Constitutive Report. This tax benefit allows the Company to reduce its current income tax payment by approximately 75%, starting in 2024, for the next ten years. The amount saved will be transferred to a reserve account for tax incentives within the equity accounts and cannot be distributed to the shareholders. For the three-months ended March 31, 2025, the Company recognized a reserve for tax incentives in the amount of $187 ($3,440 as of December 31, 2024) - see note 20.d.

 

17. Income tax and social contributions

 

a) Current Income tax and social contribution recognized in profit or loss

 

The income tax and social contribution recognized in profit or loss for the three-month periods are as follows:

 

    Three months ended,  
Income tax and social contribution (expense) income     3/31/2025       3/31/2024  
              (As restated
Note 2.3)
 
Current     (353 )     (512 )
Deferred     (4,647 )     983  
      (5,000 )     471  

 

  18  

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three-Month Periods ended March 31, 2025 and 2024

(Expressed in thousands of United States dollars, unless otherwise stated)

 

 

The reconciliation of Company income tax and social contribution expenses and the result from applying the effective rate to profit before income tax and social contribution is shown below. The Company operates in the following tax jurisdictions: Brazil, where the corporate tax rate is 34% and Canada, where the federal corporate tax rate is 15% with varying provincial tax rates, such as British Columbia’s 12% tax rate, which totals 27% income tax rate applicable to Sigma in Canada:

 

    Three months ended,  
      3/31/2025       3/31/2024  
              (As restated
Note 2.3)
 
Income (loss) before income tax and social contribution     9,728       (7,380 )
Statutory tax rate     27 %     27 %
Tax credit at statutory rate     (2,627 )     1,993  
Reconciling items                
Impact of foreign income tax rate differential     (967 )     255  
Exclusion of Canadian tax credits     (1,103 )     (1,011 )
Tax losses carry forward from previous years     (314 )     (798 )
Other     11       32  
Current and deferred income tax and social contribution     (5,000 )     471  

 

The amount of $13,076 as of March 31, 2025 ($12,548 as of December 31, 2024) of tax loss carryforward generated in Canada by the Company has not been recognized since we do not expect to have taxable income to offset it. This tax loss carryforward expires between 2039 and 2044.

 

b) Deferred income tax and social contribution:

 

The deferred income tax and social contribution are calculated on tax loss carryforwards and the temporary differences between the tax bases of assets and liabilities and their carrying amounts.

 

    12/31/2024     Income     Equity     3/31/2025  
    (As restated
Note 2.3)
                   
Temporary differences:                                
Pre-operational expenses     2,490       (173 )             2,317  
Tax loss carry forward     8,165       (153 )             8,012  
Provision for bonus payments     -       5               5  
Unrealized foreign currency fluctuation     8,364       (4,122 )             4,242  
Leasing     (14 )     7               (7 )
Taxes installments program     1,365       (87 )             1,278  
Commission provision     435       (362 )             73  
Reversal of present value adjustment (ARO)     -       20               20  
Other     168       218               386  
Foreign currency translation adjustment of subsidiaries     (1,743 )             1,455       (288 )
Total deferred tax assets     19,230       (4,647 )     1,455       16,038  

 

The Company expects to realize the deferred tax assets within two years.

 

18. Asset retirement obligations (“ARO”)

 

The balance of provisions for assets retirement obligations is as follows:

 

    3/31/2025     12/31/2024  
          (As restated
Note 2.3)
 
Xuxa Mine (1)     2,382       2,169  
Barreiro Mine (2)     806       734  
Total     3,188       2,903  

 

1 - Related to Phase I classified within property, plant and equipment.

2 - Related to Phase II classified within Deferred exploration and evaluation expenditure.

 

  19  

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three-Month Periods ended March 31, 2025 and 2024

(Expressed in thousands of United States dollars, unless otherwise stated)

 

 

The changes in asset retirement obligations are shown in the following table:

 

    3/31/2025     12/31/2024  
Description         (As restated
Note 2.3)
 
Opening balances     2,903       2,893  
                 
Accretion of asset retirement obligation     57       156  
Addition of fixed assets     -       614  
Reversal of exploration assets     -       (100 )
Foreign currency translation adjustment of subsidiary     228       (660 )
                 
Asset retirement obligation total     3,188       2,903  

 

19. Financial instruments

 

a) Identification and measurement of financial instruments

 

The Company enters into transactions involving various financial instruments, mainly cash and cash equivalents, including short-term investments, accounts receivable, accounts payable to suppliers, and loans and export prepayment, which may contain embedded derivatives.

 

The amounts recorded in current assets and current liabilities have immediate liquidity or short-term maturity, mostly less than three-months. Considering the maturities and features of such instruments, their carrying amounts approximate their fair values.

 

· Classification of financial instruments (consolidated)

 

        3/31/2025     12/31/2024  
              (As restated
Note 2.3)
 
Description   Note   Measured at
amortized
cost
    Fair value
through
profit and loss (1)
    Measured
at amortized
cost
    Fair value
through
profit and loss (1)
 
Assets                            
Current                            
Cash and cash equivalents   3     31,111       -       45,918       -  
Trade accounts receivable   4     -       27,035       -       11,584  
Non-current                                    
Loan and accounts receivable from related parties   11     6       -       -       -  
Cash held as collateral   8     12,686       -       12,686       -  
          43,802       27,035       58,604       11,584  
                                     
Liabilities                                    
Current                                    
Suppliers   12     38,569       -       32,627       -  
Loans and export prepayment   13     55,786       -       61,596       -  
Prepayment from customer   15     -       1,879       -       2,154  
Non-current                                    
Loans and export prepayment   13     112,881       -       112,003       -  
          207,236       1,879       206,226       2,154  

(1) The Company measures certain financial assets and liabilities using Level 2 inputs, which are observable but not quoted in active markets.

 

  20  

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three-Month Periods ended March 31, 2025 and 2024

(Expressed in thousands of United States dollars, unless otherwise stated)

 

 

b) Financial risk management:

 

The Company uses risk management strategies in which the nature and general position of financial risks are regularly monitored and managed to assess results and the financial impact on cash flow.

The Company is exposed to exchange rates, interest rates, market price, credit risk and liquidity risks.

 

· Foreign Exchange rate risk

 

The exposure arises from the existence of assets and liabilities generated in US dollar, since the Company's functional currency is the Brazilian Real.

 

The consolidated exposure as of March 31, 2025 is as follows:

 

Description   3/31/2025  
Canadian dollars        
Cash and cash equivalents     76  
Suppliers     (5,255 )
Other current liabilities     (182 )
      (5,361 )
         
United States dollar        
Cash and cash equivalents     20,208  
Trade accounts receivable     27,035  
Cash held as collateral     12,686  
Suppliers     (2,539 )
Prepayment from customer     (1,879 )
Interest on export prepayment agreement     (4,614 )
Export prepayment agreement     (149,880 )
      (98,983 )

 

· Sensitivity analysis

 

We present below the sensitivity analysis for foreign exchange risks. The Company considered probable scenario(1), scenarios 1 and 2 as 10%, and 20%, respectively, of deterioration for volatility of the currency, using as reference the exchange rate on March 31, 2025.

 

The currencies used in the sensitivity analysis and its scenarios are shown below:

 

      3/31/2025  
Currency     Exchange
rate
      Probable
scenario (1)
      Scenario 1
(+/-10%)
     

Scenario 2

(+/-20%)

 
CAD (+)     3.9937       4.2102       4.6312       5.0522  
CAD (-)     3.9937       4.2102       3.7892       3.3682  
USD (+)     5.7422       5.8707       6.4578       7.0448  
USD (-)     5.7422       5.8707       5.2836       4.6966  

 

  21  

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three-Month Periods ended March 31, 2025 and 2024

(Expressed in thousands of United States dollars, unless otherwise stated)

 

 

The effects on profit and loss, considering scenarios 1 and 2 are shown below:

 

    3/31/2025  
    Notional     Probable scenario (1)     Scenario 1     Scenario 2  
Canadian dollar-denominated (+)     (5,361 )     (276 )     (738 )     (1,123 )
Canadian dollar-denominated (-)     (5,361 )     (276 )     289       996  
U.S dollar-denominated (+)     (98,983 )     (2,167 )     (10,968 )     (18,303 )
U.S dollar-denominated (-)     (98,983 )     (2,167 )     8,591       22,038  

 

(1) Sensitivity analysis of the scenario probable was measured using as reference the exchange rate, published by the Central Bank of Brazil, on April 15, 2025.

 

· Interest rate risk

 

This risk arises from short and long-term financial investments, financing and export prepayment linked to fixed and floating interest rates of the CDI, SELIC and SOFR, exposing these financial assets and liabilities to interest rate fluctuations as shown in the sensitivity analysis framework.

 

· Sensitivity analysis of interest rate variations

 

The Company considered scenario probable and scenarios 1 and 2 of changes in interest rates volatility as of March 31, 2025.

 

The interest rates used in the sensitivity analysis in their respective scenarios are shown below together with

the effects on the profit and loss balances for the three-month periods ended March 31, 2025 :

 

Changes in interest rates and exchange rates   Notional     Probable
scenario (1)
    Scenario 1     Scenario 2  
Assets                            
Rate         14.15 %     14.15 %     12.74 %     11.32 %
Short-term investments (Note 3)   CDI (-10% and -20%)     28,229       9,791       8,812       7,833  

 

 

        Notional     Probable
scenario (1)
    Scenario 1     Scenario 2  
Liabilities                                    
Rate         14.25 %     14.25 %     15.68 %     17.10 %
BDMG   SELIC (+10% and +20%)     15,501       (5,418 )     (5,960 )     (6,501 )
                                     
Rate         4.12 %     4.12 %     4.22 %     4.33 %
Export prepayment agreement   SOFR (+2.5% and +5.0%)     100,000       (9,513 )     (9,751 )     (10,238 )

 

(1) Sensitivity analysis of the probable scenario was measured using as reference the rates on April 15, 2025.

 

During 2024, the Company entered into a swap operation with the objective of exchanging the interest exposure of an advance on foreign exchange contract calculated in USD, which is originally calculated on the notional amount in USD, to DI plus an interest rate calculated on the notional amount in R$. The table below demonstrates the swap results up to March 31, 2025, recognized in the financial result.

 

                    Appreciation (R$)   3/31/2025     Three months ended,
3/31/ 2025
 
Interest rate swap   Maturity     Functional
currency
  Notional     Asset
position
R$
  Liabilities
position
R$
    Receivable /
(Payable)
R$
    Impact on
financial income /
(expense)
 
Swap     11/24/25     R$     121,070     124,374     126,743       (2,369 )     (310 )

 

 

 

  22  

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three-Month Periods ended March 31, 2025 and 2024

(Expressed in thousands of United States dollars, unless otherwise stated)

 

 

· Market price risk

 

Provisional pricing adjustments – The Company’s products may be provisionally priced at the date revenue is recognized and a provisional invoice issued. Provisionally priced receivables are subsequently measured at fair value through profit and loss under IFRS 9 “Financial Instruments”. The final selling price for all provisionally priced products is based on forward market price based on the contract terms stipulated. The change in value of the provisionally priced receivable is based on relevant forward market prices. For contracts with variable pricing dependent on the content of minerals in the product delivered, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the products. The fair value of the final sale price adjustment is reassessed at each reporting date, based on all variable pricing elements and any changes are recognized as operational revenue in the statement of loss.

 

The sensitivity of the Company’s risk related to the final settlement of provisional pricing accounts receivable expected to be determined during the second quarter of 2025 is detailed below:

 

          Shipment           Effect on  
    Volume (kt) (3)     average  price     Variation     Sales Revenue  
                         
Lithium oxide concentrate (Probable)(1)     73,230       675       (117 )     (8,544 )
Lithium oxide concentrate (+20%)(2)     73,230       950       158       11,595  
Lithium oxide concentrate (-20%)(2)     73,230       633       (158 )     (11,595 )

 

(1) The sensitivity analysis for the probable scenario was carried out using the price published on April 15, 2025, by Fastmarkets as a reference

(2) Provisional price on March 31, 2025.

(3) Total volume of contracts with exposure to market price fluctuation

 

 

· Credit risk

 

The credit risk management policy aims to minimize the possibility of not receiving sales made and amounts invested, deposited or guaranteed by financial institutions and counterparties, through analysis, granting and management of credits, using quantitative and qualitative parameters.

 

The Company manages its credit risk by receiving in advance a substantial portion of its sales or by being guaranteed by letters of credit.

 

Credit granted to financial institutions is used to accept guarantees and invest cash surpluses.

 

· Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure it will have sufficient liquidity to meet liabilities when due.

 

The Company’s management of cash is focused on funding ongoing capital needs for operating the Greentech Plant, developing the Company’s growth opportunities (including Phase 2) and for general corporate expenditures. Management intends to use cash generated by its operating activities to meet its obligations. To the extent the Company does not believe it has sufficient liquidity to meet obligations, it will consider securing additional equity or debt funding.

 

The Company continuously monitors its cash outflows and seeks opportunities to minimize all costs, to the extent possible, as well as its general and administrative expenses.

 

The following table shows the contractual maturities of financial liabilities, including accrued interest.

 

Contractual obligations   Up to 1 year     1-3 years     4-5 years     More than 5 years     Total  
Suppliers     38,569       -       -       -       38,569  
Loans and export prepayment     55,786       106,130       5,999       2,081       169,996  
Lease liabilities     1,897       998       158       74       3,127  

 

  23  

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three-Month Periods ended March 31, 2025 and 2024

(Expressed in thousands of United States dollars, unless otherwise stated)

 

 

a) Capital Management

 

The Company seeks to optimize its capital structure in order to reduce its financial costs and maximize the return to its shareholders. The table below shows the evolution of the Company's capital structure, with financing by equity and third-party capital:

 

    3/31/2025     12/31/2024  
Loans and export prepayment agreement     168,667       173,599  
Shareholders' equity     106,093       92,340  
Gross debts(*)/shareholders' equity     1.59       0.80  

(*) Refers to loan and export prepayment agreements

 

 

b) Fair values of assets and liabilities as compared to their carrying amounts.

 

Financial assets and liabilities at fair value through profit or loss are recognized in current and non-current assets and liabilities, while any gains and losses are recognized as financial income or financial costs, respectively.

 

The amounts are recognized in these financial statements at their carrying amounts, which are substantially similar to those that would be obtained if they were traded in the market. The fair values of other long-term assets and liabilities do not differ significantly from their carrying amounts, including the export prepayment agreement and BDMG loan, since both are based on floating interest rates such as SOFR and SELIC, respectively. Given the very specific condition of the export prepayment loan, the Company was not able to quantify an equivalent loan with similar condition for the same borrower that could be considered to measure the fair value for this facility. 

 

20. Share capital

 

a) Ownership structure

 

As of March 31, 2025 and December 31, 2024, the Company’s ownership structure is as follows:

 

      3/31/2025       12/31/2024  
      Number of
common shares
      % of voting
capital and
total shares
      Number of
common shares
      % of voting
capital and
total shares
 
A10 Investimentos Ltda.     47,684,968       42.85 %     47,684,968       42.86 %
Fitpart Fund Administration Services Limited     8,238,230       7.40 %     8,238,230       7.40 %
Appian Way Asset Management LP     4,712,425       4.23 %     4,712,425       4.24 %
Norges Bank Investment Management     2,500,000       2.25 %     2,500,000       2.25 %
Citadel Group     2,227,063       2.00 %     2,227,063       2.00 %
Bank Julius Bär & Co. AG     2,183,675       1.96 %     2,183,675       1.96 %
BlackRock, Inc.     1,705,765       1.53 %     1,377,231       1.24 %
Nucleo Capital Ltda     1,456,112       1.31 %     1,456,112       1.31 %
Others     40,570,291       36.46 %     40,887,575       36.75 %
      111,278,529       100.00 %     111,267,279       100.00 %

 

b) Authorized share capital

 

The authorized share capital consists of an unlimited number of common shares. The common shares do not have a par value. All issued shares are fully paid.

 

 

 

 

  24  

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three-Month Periods ended March 31, 2025 and 2024

(Expressed in thousands of United States dollars, unless otherwise stated)

 

 

c) Common shares issued by the Company for the period ended March 31, 2025, and 2024:

 

    Number of common shares     Amount ($)  
Balance, January 1, 2024 (as restated Note 2.3)     110,059,471       291,215  
Exercise of RSUs     482,825       17,237  
Balance, March 31, 2024 (as restated Note 2.3)     110,542,296       308,452  
                 
Balance, January 1, 2025     111,267,279       326,832  
Exercise of RSUs     11,250       132  
Balance, March 31, 2025     111,278,529       326,964  

 

d) Reserve for tax incentives

 

On October 4, 2024, the Northeast Development Authority – “SUDENE” approved Sigma Lithium for the tax benefit of a 75% reduction in income tax (a federal tax), also known as Profit from Exploration, and issued the Constitutive Report. This tax benefit will allow the Company to reduce its current income tax expenses by approximately 75%, starting in 2024, for the next ten years. The tax incentive received by Sigma can be granted to new ventures located in the SUDENE, Espírito Santo, and cities in northern Minas Gerais (such as Araçuaí and Itinga) and applies to projects for implementation, modernization, expansion, or diversification of these companies. The amount saved cannot be distributed to the shareholders and will be added to a reserve account for tax incentives within the equity accounts. For the three-month periods ended March 31, 2025, the Company recognized a reserve for tax incentives in the amount of $187 ($3,440 as of December 31, 2024).

 

 

21. Income (Loss) per share

 

    Three months ended,  
      3/31/2025       3/31/2024  
              (As restated
Note 2.3)
 
Net income (loss) for the period     4,728       (6,909 )
Weighted average number of common shares     111,271,321       110,751,538  
Basic and diluted net income (loss) per common shares     0.04       (0.06 )

 

22. Sales revenue

 

Net revenues presented in the income statement are comprised as follows:

 

    Three months ended,  
      3/31/2025       3/31/2024  
              (As restated
Note 2.3)
 
Lithium oxide concentrate     49,227       43,246  
Provisional price adjustment     (1,554 )     (6,044 )
      47,673       37,202  

 

Shipment contracts are established with provisional terms and are subject to adjustments based on the variability of underlying lithium oxide concentrate market prices, as well as the confirmation of the lithium oxide grade of the shipment certificate of analysis by re-assaying at port of delivery. Consequently, the final settlement value may differ from the initial recorded value. Changes in this value are permanently monitored during the quotational period of each shipment and any provisional pricing adjustments are recognized as revenue in the statement of income (loss). Sales at the outset are booked adjusted for lithium oxide grade and net of moisture based on the assaying at the Brazilian port.

 

 

  25  

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three-Month Periods ended March 31, 2025 and 2024

(Expressed in thousands of United States dollars, unless otherwise stated)

 

 

23. Costs and expenses by nature

 

a) Cost of goods sold

 

    Three months ended,  
      3/31/2025       3/31/2024  
              (As restated
Note 2.3)
 
Salaries and benefits     (3,004 )     (2,321 )
Mining service providers     (5,820 )     (8,496 )
Blasting and fuels     (6,303 )     (4,197 )
Equipment rental     (405 )     (338 )
Fuels     (277 )     (385 )
Plant services     (885 )     (1,399 )
Equipment services     -       (446 )
Mobile crushing(1)     (1,001 )     -  
Consumables     (973 )     (766 )
Utilities     (164 )     (421 )
Insurance     (359 )     (429 )
Taxes and fees     (23 )     (4 )
Depletion     (1,298 )     (1,437 )
Depreciation     (1,892 )     (1,959 )
Freight     (2,286 )     (1,689 )
Warehouse     (216 )     (112 )
Port operations     (632 )     (555 )
Expedition     (87 )     (134 )
Freight maritime     (3,288 )     -  
Demurrage     (353 )     -  
Royalties(2)     (1,871 )     (1,106 )
Stock-based compensation (3)     (611 )     -  
Other     (2,470 )     (2,448 )
Expenses by nature     (34,218 )     (28,642 )
                 
Mining costs     (15,842 )     (16,185 )
Processing costs     (9,626 )     (8,853 )
Logistics costs (trucking, shipping and port)     (6,879 )     (2,498 )
Royalties     (1,871 )     (1,106 )
                 
 Cost of goods sold     (34,218 )     (28,642 )

 

(1) Mobile Crusher: Non-recurring cost that concludes in two stages, November 2024 and January 2025, aimed at maintaining production levels during the maintenance periods of the Company's primary crusher.

 

(1) Applicable Royalties:

i.) 2.0% ‘Compensação Financeira pela Exploração de Recursos Minerais’ (CFEM), a royalty on mineral production levied by the Brazilian government, payable on the price of minerals extracted from the Lithium Properties.

ii.) A royalty (currently held by LRC LP I, an unrelated party) of 1% of Net Revenues from sales of minerals extracted from the Lithium Properties.

iii.) Brazilian law requires paying landowner’s royalties equal to 50% of the Financial Compensation for the Exploration of Mineral Resources (CFEM).

 

(2) Starting in 2025, the Company began allocating stock-based compensation for certain operational personnel directly to operating costs, in alignment with revised internal cost attribution practices. This change reflects a more accurate representation of total operating expenses.

 

  26  

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three-Month Periods ended March 31, 2025 and 2024

(Expressed in thousands of United States dollars, unless otherwise stated)

 

 

b) General and administrative expenses

 

    Three months ended,  
      3/31/2025       3/31/2024  
              (As restated
Note 2.3)
 
Legal     (1,377 )     (398 )
Salaries and benefits (Staff)     (1,028 )     (1,045 )
Insurance (D&O)     (519 )     (608 )
Travel     (404 )     (476 )
Audit services     (311 )     (355 )
Salaries and benefits (Board, CEO and CFO)     (209 )     (248 )
It and Security     (193 )     (92 )
Public company costs     (180 )     (241 )
Business development product marketing and investor relations     (173 )     (205 )
Accounting services     (35 )     (340 )
Depreciation     (22 )     (23 )
Taxes and fees     (6 )     (9 )
Other     (302 )     (323 )
      (4,759 )     (4,363 )

 

24. Other operating expenses

 

    Three months ended,  
      3/31/2025       3/31/2024  
              (As restated
Note 2.3)
 
Environmental and social expenses     (752 )     (1,093 )
Accrual for contingencies     (72 )     -  
Depreciation     (7 )     -  
Others     (65 )     (306 )
Other operating expenses total     (896 )     (1,399 )

 

25. Financial expenses

 

    Three months ended,  
      3/31/2025       3/31/2024  
              (As restated
Note 2.3)
 
                 
Financial income     925       1,178  
                 
Financial expenses                
Interest accrued on loans and export prepayment (1)     (4,938 )     (4,581 )
Foreign exchange on tax/fees     (1,103 )     (296 )
Interest and late payment penalties on taxes     (126 )     (221 )
Accretion of leases     (74 )     (87 )
Accretion of asset retirement obligation     (57 )     (42 )
Other expenses     (73 )     (142 )
      (6,371 )     (5,369 )
Foreign exchange variation on net assets (2)     8,384       (2,860 )
      2,938       (7,051 )

(1) Interest accrued on loans and export prepayment expenses, included $1,600 related to export prepayment agreements, $586 to financing agreements with BDMG and $2,752 to long-term export prepayment - Synergy.

(2) The Brazilian real appreciated by 7.27% against the US$ in the first quarter of 2025. This variation is non-cash, and primarily affects provisions and accruals.

 

 

  27  

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three-Month Periods ended March 31, 2025 and 2024

(Expressed in thousands of United States dollars, unless otherwise stated)

 

 

26. Stock-based compensation

 

(a) Restricted share units (RSU)

 

The Company’s Board of Directors has adopted an Equity Incentive Plan. The Equity Incentive Plan received majority shareholder approval in accordance with the policies of the TSXV at the annual and special meetings of the Company’s shareholders held on June 28, 2019, and was last amended, by a majority of votes in a shareholders’ meeting held on June 30, 2023. The Equity Incentive Plan is available to (i) the directors of the Company, (ii) the officers and employees of the Company and its subsidiaries and (iii) designated service providers who spend a significant amount of time and attention on the affairs and business of the Company or a subsidiary thereof (each, a “Participant”), all as selected by the Company’s Board of Directors or a committee appointed by the Company’s Board of Directors to administer the Equity Incentive Plan (the “Plan Administrators”).

 

Under the approved Equity Incentive Plan a total of 18,120,878 RSUs could be granted and converted into shares, out of which 15,680,213 RSUs have already been granted or issued. A total of 2,440,665 RSUs remain available for new grants. The exercise of RSUs is typically either milestones driven or has calendar weighted vesting schedules.

 

The accounting of RSUs granted to employees in undertaken in accordance with the status of the grant, as follows:

 

a) Upon Board approval of the employee grants: Company commences accrual of unvested RSU´s expenses throughout the vesting period. RSU expenses is calculated based on as per the stock price on the date of the Board approval.

b) Upon vesting of RSU : Shares are issued to employee. End of accrual period.

 

    Number of RSUs  
Balance, January 1, 2024     1,363,660  
Exercised (1)     (1,207,808 )
Forfeited (2)     (207,000 )
Granted (3)     435,000  
Balance, December 31, 2024     383,852  
Exercised     (11,250 )
Forfeited (4)     (23,500 )
Balance, March 31, 2025     349,102  

 

(1) out of the total amount of RSUs exercised in the year ended December 31,2024, 430,925 RSUs are related to packages granted to former directors related to their 2022/2023 year mandate, and 136,500 RSUS are related to packages granted to former and current directors related to their 2023/2024 year mandate.

 

(2) The amount includes 75,000 RSUs granted to former and current directors, related to the conclusion of a “Change in Control” (as defined in the Equity Incentive Plan) during their 2023/2024 year mandate, which did not happen. The remaining amount relates to packages granted to employees that have left the Company before the packages vested.

 

(3) The amount includes 162,000 RSUs granted to members of the Board of Directors, related to their 2023/2024-year and 2024/2025-year mandates. The remainder pertains to new retention packages awarded to employees and consultants of the Company.

 

(4) The amount includes 15,000 RSUs previously granted to a former director, for their 2024 / 2025 year mandate, which was forfeited since the director resigned his position in the Board.

 

 

 

  28  

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three-Month Periods ended March 31, 2025 and 2024

(Expressed in thousands of United States dollars, unless otherwise stated)

 

 

(b) Stock options

 

On April 12, 2022, the Company entered into an investor relations agreement with a service provider, in which a total of 100,000 stock options were granted. The Board approved on April 22, 2024, the grant of stock options at a price of $14.31, equivalent to the fair value per share on April 11, 2022.

 

The Company has used a Black-Scholes valuation methodology to determine the fair value of the stock options throughout the period, with the following assumptions:

 

    4/22/2024  
Risk-free rate     3.82 %
Expected equity volatility     66.34 %
Average share price     27.27  
Expected dividend rate     -  

 

The following table reflects the stock options issued and outstanding as of March 31, 2025:

 

Exercise

Expiry date

Weighted average remaining
exercisable life (years)
Number of options Grant date
(exercisable) fair value
April 25, 2025 0.08 100,000  $17.47

 

(c) Measurement of stock-based compensation

 

The total stock-based compensation is a non-cash item in the period. It is accounted in the Income Statement as per the accounts below (non-cash item). It is also accounted for in the shareholder´s equity as a provision. Upon vesting of RSU´s (conditional to certain employee meeting their performance metrics) the provision is transferred to the Company´s share capital.

 

    Three months ended,  
      3/31/2025       3/31/2024  
              (As restated
Note 2.3)
 
Stock-based compensation expense     805       2,266  
Cost of goods sold     611       -  
Property, plant and equipment     14       (408 )
Deferred exploration and evaluation expenditure     144       46  
      1,574       1,904  

 

27. Legal claim contingency

 

The Company is subject to certain claims, classified by legal advisors as probable losses, detailed below:

 

Nature   3/31/2025  
    Contingency     Stock-based
compensation
    (-) Suppliers     Probable loss, net  
Civil (1)     2,243       166       (2,004 )     405  
Labor     1,529       -       -       1,529  
total     3,772       166       (2,004 )     1,934  

 

    12/31/2024  
Nature                     (As restated
Note 2.3)
 
    Contingency     Stock-based
compensation
    (-) Suppliers     Probable loss,
net
 
Civil (1)     1,897       166       (1,736 )     327  
Labor     1,529       -       -       1,529  
total     3,426       166       (1,736 )     1,856  

 

 

  29  

Sigma Lithium Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three-Month Periods ended March 31, 2025 and 2024

(Expressed in thousands of United States dollars, unless otherwise stated)

 

 

The changes in legal claim contingency are shown in the following table:

 

Nature   31/12/2024     Additions     (-) Suppliers     Accrued
Charges
    Net utilization
of reversal
    3/31/2025  
Civil (1)     327       348       (269 )     14       (15 )     405  
Labor     1,529       -       -       -       -       1,529  
total     1,856       348       (269 )     14       (15 )     1,934  

(1) Sigma is a party to certain lawsuits and arbitrations, and a portion of the amount involved is recognized in the Company's statement.

 

Additionally, the Company is a party to other proceedings classified by legal advisors as possible loss, therefore representing present obligations whose cash outflow is not probable. Thus, no provision has been made for any liabilities in these consolidated financial statements. The amounts are detailed below:

 

    3/31/2025     12/31/2024  
Nature                                 (As restated
Note 2.3)
 
    Contingency     (-) Suppliers     Possible loss,
net
    Contingency     (-) Suppliers     Possible loss,
net
 
Civil (2)     11,563       (6,072 )     5,491       11,770       (5,631 )     6,139  
Regulatory     138       -       138       128       -       128  
Labor     539       -       539       487       -       487  
      12,240       (6,072 )     6,168       12,385       (5,631 )     6,754  

 

(2) Sigma is a party to certain lawsuits and arbitrations, and a portion of the amount involved is recognized in the Company's statement, as per note 12 (suppliers’ costs).

 

On March 18, 2024, the Company received an Initiation Letter of Arbitration by LG Group subsidiary, LG Energy Solution, Ltd. (“LG-ES“) from the International Centre for Dispute Resolution of the American Arbitration Association. LG-ES is alleging that Sigma Lithium is in breach of certain provisions in connection with the Term-Sheet dated October 5, 2021, relating to offtake arrangements for the purchase of lithium oxide from the Company. The Term-Sheet was subject to, amongst other things, completion of the negotiation of definitive written agreements between the parties. The Company believes the claims are without merit. The legal counsel of the Company has formally attributed the probability of LG prevailing in this arbitration as possible. The amount involved is currently undetermined.

 

28. Additional information on the cash flow statement

 

Seems all non-cash effects are presented below:

 

    3/31/2025     3/31/2024  
          (As restated
Note 2.3)
 
Addition to property, plant, and equipment in exchange for:                
Lease     199       -  
Suppliers     -       35  
Non-cash effects     199       35  

 

29. Subsequent Events

 

In May 2025, the Company entered into an export prepayment trade finance agreements with a financial institutions for a total amount of $18,300.

 

*                        *                        *

 

 

 

30

 

 

EX-99.3 4 exh_993.htm EXHIBIT 99.3

Exhibit 99.3

 

 

SIGMA LITHIUM REPORTS 1Q25 RESULTS:

STRONG MARGINS, COST OUTPERFORMANCE AND PRODUCTION ABOVE TARGET

 

 

HIGHLIGHTS

 

· Reported net income of $4.7 million or $0.04 per share.

 

· Strong margins in 1Q25: reflecting profitability and operational efficiency.
o Cash gross margin of 35%.
o EBITDA Margin of 21%.
o Adjusted EBITDA margin of 24%.

 

· Achieved on target quarterly production of lithium concentrate in 1Q25:
o Production volumes of over 68,300t, 26% increase y/y, and
o Sales volumes of over 61,500t, 17% increase y/y.

 

· Achieved better than target quarterly costs:
o CIF China cash operating costs of $458/t in 1Q25, 8% below target of $500/t.
o All-in sustaining cash costs (AISC) totaled $622/t in 1Q25, 6% below target of $660/t.

 

· Maintains 100% uncommitted production: unlocking significant financing potential:

 

o Prepayment and offtake agreements are standard in the lithium industry.
o Represents untapped funding from customers seeking secure, long-term supply.
o Could provide financial flexibility to complement the BNDES reimbursement schedule, supporting the further construction of Plant 2.

 

· Advanced Plant 2 construction, with long-lead equipment orders to be placed shortly, first deliveries expected in 3Q25, and commissioning planned for end of 4Q25.

 

 

Presentation Currency

 

The Company changed its presentation currency to the U.S. dollar, effective January 1, 2025. As a result, all financial information in this release, the earnings presentation, financial statements and Management’s Discussion and Analysis (MD&A) for the three-month period ended March 31, 2025, is presented in U.S. dollars, unless otherwise indicated. The Company’s functional currency remains the Brazilian Real.

 

 

Conference Call Information

 

The Company will hold a conference call to discuss its financial results for the first quarter of 2025 at 8:00 a.m. ET on Thursday, May 15, 2025. To register for the call, please proceed through the following link Register here (https://mzgroup.zoom.us/webinar/register/WN_o58TIHEBSXSVaGd4enZMqQ#/registration).

 

 

São Paulo, Brazil. May 14, 2025. Sigma Lithium Corporation (TSXV/NASDAQ: SGML, BVMF: S2GM34), a leading global lithium producer dedicated to powering the next generation of electric vehicles with carbon neutral, socially and environmentally sustainable lithium concentrate, reports its results for the first quarter ended March 31, 2025.

 

Ana Cabral, Co-Chairperson and CEO, commented: “We reported our first net income this quarter and delivered both production volumes and costs in line with our targets. Our disciplined approach to cost management has driven strong margin performance. With our operations in Brazil strategically positioned, we have remained largely insulated from the broader effects of global trade measures. We continue to prioritize cash generation while responsibly advancing the construction of Plant 2, which is expected to deliver significant economies of scale and increased sales volumes. These initiatives reinforce our long-term resilience and support our strategic goals.”

 

    | 1

 

 

The CEO added, “As we prepare for a significant ramp-up in production, offtake and prepayment agreement options are standard industry practices that the Company has not yet employed. To date, 100% of our current and future production remains uncommitted. Any capital secured through such agreements would complement the BNDES reimbursement schedule, helping fund the construction of Plant 2 while also extending our debt maturities and reducing our cost of capital”.

 

Table 1. Summary of Key Operational and Financial Metrics

Production and Sales  Unit 1Q25 1Q24 Var. Y/Y(%) 4Q24 Var. Q/Q(%)
Production Volumes tonnes 68,308 54,168 26% 77,034 -11%
Sales Volumes tonnes 61,584 52,857 17% 73,900 -17%
Average grade of shipped product % of Li2O 5.0 5.4 -6% 5.2 -4%
COGS $/t 556 631 -12% 434 28%
Operating Cash Cost at Plant Gate (2) $/t 349 397 -12% 318 10%
Operating Cash Cost CIF China (2) $/t 458 551 -17% 427 7%
All-in Sustaining Cash Cost (2) $/t 622 774 -20% 592 5%
Financial Performance Unit  1Q25 1Q24 Var. Y/Y(%) 4Q24 Var. Q/Q(%)
Sales Revenue(3) $ 000s 47,673 37,202 28% 47,336 1%
COGS $ 000s (34,218) (28,642) 19% (32,079) 7%
Cash Gross Profit $ 000s 16,675 4,855 243% 19,693 -15%
Average Revenue per Tonne (3) $/t 774 704 10% 641 21%
EBITDA(4) $ 000s 10,010 3,089 224% 9,734 3%
Stock-based compensation $ 000s 1,416 2,266 -37% 2,525 -44%
Adjusted EBITDA(4) $ 000s 11,426 5,356 113% 12,259 -7%
Net Income $ 000s 4,728 (6,909) 168% (8,541) 155%
Cash and Cash Equivalents, at the end of the respective period $ 000s 31,111 108,191 -71% 45,918 -32%

 

Revenues and Production

 

Sigma Lithium reported revenues of $47.7 million for 1Q25, representing a 28% year-on-year increase and a slight improvement over 4Q24 revenues, despite lower sales volumes in the quarter. Sales volumes totaled 61,584 tonnes in 1Q25, up 17% from 1Q24 but down 17% compared to 4Q24, primarily due to the timing of the accounting cutoff, which deferred a portion of shipments beyond the quarter-end.

 

The Company reported production volumes of 68,308 tonnes in 1Q25, slightly higher than quarter production target of 67,500 tonnes, and 26% higher compared to 1Q24. The Company expects its FY25 production to reach 270,000 tonnes.

 

Costs

 

The Company reported a cost of sales of $34.2 million for 1Q25, reflecting a 19% increase compared to 1Q24 and a 7% increase compared to 4Q24. On a per-tonne basis, the cost of sales averaged $556 per tonne of product sold, which represents a 3% increase year-over-year and a 28% increase from 4Q24. The year-on-year rise was primarily driven by higher production volumes, partially offset by lower operating costs. The increase from 4Q24 was mainly attributed to:

 

Lower production volumes by 11% during 1Q25, which resulted in a higher operating cash cost per tonne;
Higher freight and distribution costs, as CIF ocean freight costs for the last two shipments made in 4Q24 were recognized in 1Q25; and

 

    | 2

 

 

The allocation of stock-based compensation for operating personnel to operating costs, which began in 2025. Prior to 2025, all stock-based compensation was allocated to SG&A expenses.1

 

Despite the increase in cost of sales in 1Q25, the Company’s operating cash costs remain among the lowest in the industry, with CIF China cash operating costs averaging $458/t. This represents a 7% increase from $427/t in 4Q24, driven by lower production volume, and remains 9% below the 2025 cost target of $500/t.

 

Despite an 11% decrease in production volume in 1Q25 compared to 4Q24, all-in sustaining cost (AISC) increased by only approximately 5% to an average of $622/t, remaining below the full-year target of $660/t. While lower production was the main driver of the increase, the Company’s ongoing efforts to optimize cost components within AISC partially offset the impact of lower production volume.

 

Cash Operating Margin(2), Adjusted EBITDA(4) and Adjusted EBITDA Margin(4)

 

Sigma Lithium reported cash gross profit of $16.7 million, representing cash gross margin of 35% for 1Q25, lower than 42% reported for 4Q24. The decrease in cash gross margin is primarily driven by higher cost of sales, as outlined above.

 

For the first quarter of 2025, EBITDA totaled $10.0 million, representing a 21% EBITDA margin, an increase of more than three times compared to the first quarter of 2024. Adjusted EBITDA, which excludes non-cash stock-based compensation, totaled $11.4 million, reflecting a 24% Adjusted EBITDA margin, more than double the level reported in 1Q24.

 

Net Income

 

Sigma Lithium reported net income of $4.7 million, or $0.04 per share, for 1Q25, representing its first quarterly profit since commencing production. This milestone reflects the Company’s continued progress in scaling production, maintaining disciplined cost control, and delivering strong operational and financial performance.

 

Balance Sheet & Liquidity

 

As of March 31, 2025, the Company’s cash and cash equivalents totaled $31.1 million, representing a 32% decrease from $45.9 million as of December 31, 2024. The main uses of cash during 1Q25 were:

 

Capital expenditures of $4.8 million;
Increase in working capital of $9.0 million, mainly due to higher accounts receivable ($14.7 million) and inventories ($3.4 million) at period-end, as payment for a quarter-end deal was settled in early 2Q25; and
Repayment of short-term debt of $10.2 million.

 

The Company reduced its short-term trade finance by approximately $10 million in 1Q25, bringing the balance to $51.1 million as of March 31, 2025. The total amount of short and long-term debts (net of accrued interest) was $165.3 million as of March 31, 2025. The net interest paid in 1Q25 totaled $1.1 million or approximately $17/t of quarterly production.

 

The Company is evaluating potential long-term prepayment and offtake agreements, in line with standard industry practices. To date, it has maintained full commercial flexibility, with 100% of its production uncommitted. Any agreements executed would form part of the Company’s strategy to optimize its capital structure and support Phase 2 funding alongside BNDES reimbursements.

 

Operational and Phase 2 Expansion Updates

 

In 2025, the Company continued its process optimization initiatives at the current Greentech plant, focusing on improving ultrafines screening efficiency and stabilizing the DMS cyclones, efforts that contributed to higher recoveries in the plant’s production process. As part of the 2Q25 maintenance plan, the operations team will upgrade the thickener module to enhance processed water filtration and recovery, thereby further contributing to the overall efficiency of the plant.

 

______________________

1 Starting January 1, 2025, the Company began allocating stock-based compensation for certain operational personnel directly to operating costs, in alignment with revised internal cost attribution practices. This change reflects a more accurate representation of total operating expenses. Prior to 2025, these costs were reported under general and administrative expenses.

 

    | 3

 

 

In the second half of May, the scheduled crusher module maintenance will involve replacing the current screens with newly designed screens, which are expected to enhance the overall quality and reliability of the crusher module, reducing the maintenance time and costs going forward.

 

During the first quarter of 2025, the Company continued civil works at the Plant 2 site, with approximately 200 workers engaged in construction activities. Having completed procurement and contractual negotiations, the Company expects to place orders for long-lead items in the coming months, with initial deliveries beginning in 3Q25, followed by the assembly of mechanical structures.

 

Qualified Person Disclosure

 

Please refer to the Company’s National Instrument 43-101 technical report titled “Grota do Cirilo Lithium Project Araçuaí and Itinga Regions, Minas Gerais, Brazil” issued March 31, 2025, which was prepared for Sigma Lithium by Marc-Antoine Laporte, P.Geo, SGS Canada Inc., William van Breugel, P.Eng, SGS Canada Inc., Johnny Canosa, P.Eng, SGS Canada Inc., and Joseph Keane, P. Eng., SGS North America Inc. (the “Technical Report”). The Technical Report is filed on SEDAR and is also available on the Company’s website.

 

The independent qualified person (QP) for the Technical Report’s mineral resource estimates is Marc-Antoine Laporte P.Geo., M.Sc., of SGS Group in Quebec, Canada. Mr. Laporte is a Qualified Person as defined by Canadian National Instrument 43-101.

 

Other disclosures in this news release of a scientific or technical nature at the Grota do Cirilo Project have been reviewed and approved by Iran Zan MAIG (Membership number 7566), who is considered, by virtue of his education, experience and professional association, a Qualified Person under the terms of NI 43-101. Mr. Zan is not considered independent under NI 43-101 as he is Sigma Lithium Director of Geology.

 

Mr. Zan has verified the technical data disclosed in this news release not related to the current mineral resource estimate disclosed herein.

 

ABOUT SIGMA LITHIUM

 

Sigma Lithium (NASDAQ: SGML, TSXV: SGML, BVMF: S2GM34) is a leading global lithium producer dedicated to powering the next generation of electric vehicle batteries with carbon neutral, socially and environmentally sustainable chemical-grade lithium concentrate.

 

The Company operates one of the world’s largest lithium production sites—the fifth-largest industrial-mineral complex for lithium oxide—at its Grota do Cirilo Operation in Brazil. Sigma Lithium is at the forefront of environmental and social sustainability in the electric vehicle battery materials supply chain, producing Quintuple Zero Green Lithium: net-zero carbon lithium made with zero dirty power, zero potable water, zero toxic chemicals, and zero tailings dams.

 

Sigma Lithium currently produces 270,000 tonnes of lithium oxide concentrate on an annualized basis (approximately 38,000–40,000 tonnes of LCE) at its state-of-the-art Greentech Industrial Lithium Plant. The Company is now constructing a second plant to double production capacity to 520,000 tonnes of lithium oxide concentrate (approximately 77,000–80,000 tonnes of LCE).

 

For more information about Sigma Lithium, visit our website (https://sigmalithiumresources.com/)

 

FOR ADDITIONAL INFORMATION PLEASE CONTACT

 

Irina Axenova, Vice President Investor Relations

irina.axenova@sigmalithium.com.br

Phone: +55 11 2985 0089

 

Sigma Lithium

Sigma Lithium
@sigmalithium
@SigmaLithium

 

 

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FORWARD-LOOKING STATEMENTS

 

This news release includes certain “forward-looking information” under applicable Canadian and U.S. securities legislation, including but not limited to statements relating to timing and costs related to the general business and operational outlook of the Company, the environmental footprint of tailings and positive ecosystem impact relating thereto, donation and upcycling of tailings, timing and quantities relating to tailings and Green Lithium, achievements and projections relating to the Zero Tailings strategy, achievement of ramp-up volumes, production estimates and the operational status of the Grota do Cirilo Project, and other forward-looking information. All statements that address future plans, activities, events, estimates, expectations or developments that the Company believes, expects or anticipates will or may occur is forward-looking information, including statements regarding the potential development of mineral resources and mineral reserves which may or may not occur. Forward-looking information contained herein is based on certain assumptions regarding, among other things: general economic and political conditions; the stable and supportive legislative, regulatory and community environment in Brazil; demand for lithium, including that such demand is supported by growth in the electric vehicle market; the Company’s market position and future financial and operating performance; the Company’s estimates of mineral resources and mineral reserves, including whether mineral resources will ever be developed into mineral reserves; and the Company’s ability to operate its mineral projects including that the Company will not experience any materials or equipment shortages, any labour or service provider outages or delays or any technical issues. Although management believes that the assumptions and expectations reflected in the forward-looking information are reasonable, there can be no assurance that these assumptions and expectations will prove to be correct. Forward-looking information inherently involves and is subject to risks and uncertainties, including but not limited to that the market prices for lithium may not remain at current levels; and the market for electric vehicles and other large format batteries currently has limited market share and no assurances can be given for the rate at which this market will develop, if at all, which could affect the success of the Company and its ability to develop lithium operations. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether because of new information, future events or otherwise, except as required by law. For more information on the risks, uncertainties and assumptions that could cause our actual results to differ from current expectations, please refer to the current annual information form of the Company and other public filings available under the Company’s profile at www.sedarplus.com.

 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

 

 

 

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Financial Tables

 

The unaudited condensed interim consolidated financial statements for the periods ended March 31, 2025 and 2024 were reviewed by the Company's independent auditor in accordance with IFRS Accounting Standards, as issued by the International Accounting Standards Board.

 

Figure 1: Consolidated Statements of Income (Loss) Summary

 

Consolidated Statements of Income (Loss)   Three Months Ended
March 31, 2025
    Three Months Ended
March 31, 2024
 
($000s)                
Revenue     47,673       37,202  
Cost of goods sold & distribution     (34,217 )     (28,642 )
Gross profit     13,456       8,560  
Sales expense     (205 )     (861 )
G&A expense     (4,759 )     (4,363 )
Stock-based compensation (1)     (805 )     (2,266 )
ESG and other operating expenses     (896 )     (1,400 )
EBIT     6,791       (329 )
Financial income and (expenses), net     (5,447 )     (4,190 )
Non-cash FX & other income (expenses), net     8,384       (2,860 )
Income (loss) before taxes     9,728       (7,380 )
Income taxes and social contribution     (5,000 )     471  
Net Income (loss) for the period     4,728       (6,909 )
Weighted average number of common shares outstanding     111,271       110,752  
Earnings per share   $ 0.04     $ (0.06 )

 

(1)   Excluding stock-based compensation allocated to operating costs. Starting January 1, 2025, the Company began allocating stock-based compensation for certain operational personnel directly to operating costs, in alignment with revised internal cost attribution practices. This change reflects a more accurate representation of total operating expenses. Prior to 2025, these costs were reported under general and administrative expenses.

 

 

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Figure 2: Consolidated Statements of Financial Position Summary

 

Consolidated Statements of Financial Position   As of March 31, 2025     As of December 31, 2024  
($000s)                
Assets                
    Cash and cash equivalents     31,111       45,918  
    Trade accounts receivable     27,035       11,583  
    Inventories     21,232       16,140  
    Other current assets     21,208       19,129  
  Total current assets     100,585       92,771  
    Property, plant and equipment     152,533       141,025  
    Other non-current assets     98,815       93,322  
  Total Assets     351,934       327,118  
Liabilities & Shareholder Equity                
    Financing and export prepayment     55,786       61,596  
    Suppliers & accounts payable     41,289       32,627  
    Other current liabilities     20,248       14,548  
  Total current liabilities     117,323       108,771  
    Financing and export prepayment     112,880       112,003  
    Other non-current liabilities     14,736       14,004  
  Total non-current liabilities     127,617       126,007  
                 
  Total shareholders' equity     106,994       92,340  
                 
Total Liabilities & Shareholders' Equity     351,934       327,118  

 

 

 

 

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Figure 3: Cash Flow Statement Summary

 

Consolidated Statements of Cash Flows   Three Months Ended
March 31, 2025
    Three Months Ended
March 31, 2024
 
($000s)                
Operating Activities                
Net income (loss) for the period     4,728       (6,909 )
    Adjustments, including FX movements     3,203       15,198  
    Interest payment on loans and leases     (1,149 )     (11,392 )
  Adjustments to income (loss) for the period     2,054       3,806  
    Change in working capital     (8,968 )     (8,369 )
Net Cash from Operating Activities     (2,186 )     (11,472 )
Investing Activities                
  Purchase of PPE     (3,454 )     (3,976 )
  Addition to exploration and evaluation assets     (296 )     (1,748 )
  Other     (1,043 )     (40 )
Net Cash from Investing Activities     (4,793 )     (5,764 )
Financing Activities                
  Proceeds of loans, net     (10,193 )     79,273  
  Other     (579 )     (663 )
Net Cash from Financing Activities     (10,772 )     78,610  
Effect of FX     2,944       (1,767 )
Net (decrease) increase in cash     (14,807 )     59,607  
Cash & Equivalents, Beg of Period     45,918       48,584  
Cash & Equivalents, End of Period     31,111       108,191  

 

 

Footnotes & Reconciliations:

 

To provide investors and others with additional information regarding the financial results of Sigma Lithium, we have disclosed in this release certain non-IFRS operating performance measures such as unit operating costs, EBITDA, EBITDA margin, Adjusted EBITDA, and Adjusted EBITDA margin. These non-IFRS financial measures are a supplement to and not a substitute for or superior to, the Company's results presented in accordance with IFRS.  The non-IFRS financial measures presented by the Company may be different from non-GAAP/IFRS financial measures presented by other companies. Specifically, the Company believes the non-IFRS information provides useful measures to investors regarding the Company's financial performance by excluding certain costs and expenses that the Company believes are not indicative of its core operating results. The presentation of these non-U.S. GAAP/IFRS financial measures is not meant to be considered in isolation or as a substitute for results or guidance prepared and presented in accordance with U.S. GAAP/IFRS.  A reconciliation of these financial measures to IFRS results is included herein.

 

1. Cash unit operating costs include mining, processing, and site based general and administration costs. It is calculated on an incurred basis, credits for any capitalised mine waste development costs, and it excludes depreciation, depletion and amortization of mine and processing associated activities. When reported on an FOB basis, this metric includes road freight, and port related charges. When reported on a CIF basis it includes ocean freight, insurance and royalty costs. Royalty costs include a 2% government royalty and a 1% private royalty.

 

For CIF operating cost analysis purposes, the Company uses the ocean freight costs of products that sailed during the reporting period. However, for accounting purposes, and therefore in this quarter’s reported cost of good sold and revenues, ocean freight is treated as a service provided to a customer and is recognized when the product is delivered.

 

Cash unit all-in sustaining cost includes unit CIF China cash operating cost, SG&A, maintenance capex and financial expenses.

 

 

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Cash-Cost to Cost of Sales Reconciliation     1Q25       4Q24  
($ per tonne)                
                 
Operating Cash Cost at Plant Gate     349       318  
Freight to Port & Warehouse     51       49  
CIF Freight & Distribution Cost     36       42  
Royalties     22       17  
Operating Cash Cost CIF China     458       427  
Freight Accounting Adjustments     23       (16 )
D&A expenses     46       51  
Inventory and Other Accounting Adjustments     28       (28 )
Cost of Sales (COGS)     556       434  

 

 

2. Cash operating profit represents revenue less cost of sales (COGS), excluding depreciation and amortization (D&A) expenses. Cash operating margin is cash operating profit divided by total revenue for the period.

 

3. Average revenue per tonne is calculated as total revenue for the period divided by total sales volume in tonnes. Average COGS per tonne is calculated as total cost of sales (COGS) for the period divided by total sales volume in tonnes.

 

4. Adjusted EBITDA is a measure of the Company's recurring core earnings profile. It is calculated as revenue minus cash operating and selling expenses. The calculation excludes non-cash items such as depreciation and amortization (D&A) and stock-based compensation expenses. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by total revenue for the period.

 

EBITDA   Three Months Ended
March 31, 2025
    Three Months Ended
March 31, 2024
 
($000s)                
Revenues     47,673       37,202  
Cost of goods sold & distribution     (34,217 )     (28,642 )
Gross Profit     13,456       8,560  
Sales expenses     (205 )     (861 )
G&A expense     (4,759 )     (4,363 )
Stock-based compensation     (805 )     (2,266 )
ESG & other operating expenses, net     (896 )     (1,400 )
EBIT     6,791       (329 )
Depreciation & Amortization     3,219       3,419  
EBITDA     10,010       3,089  
EBITDA (%)     21 %     8 %
Stock-based compensation (1)     1,416       2,266  
Adjusted Cash EBITDA     11,426       5,355  
Adjusted EBITDA (%)     24 %     14 %

 

(1)   Total amount of stock-based compensation. Starting January 1, 2025, the Company began allocating stock-based compensation for certain operational personnel directly to operating costs, in alignment with revised internal cost attribution practices. This change reflects a more accurate representation of total operating expenses. Prior to 2025, these costs were reported under general and administrative expenses.

 

 

 

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