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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 18, 2023
ATLAS LITHIUM CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | 001-41552 | 39-2078861 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
Rua Bahia, 2463, Suite 205
Belo Horizonte, MG 30160-012, Brazil
(Address of principal executive offices, including zip code)
(833) 661-7900
(Registrant’s telephone number, including area code)
Not applicable
(Former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| Common Stock, $0.001 par value | ATLX | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02. Unregistered Sales of Equity Securities
Private Placement
On July 18, 2023, Atlas Lithium Corporation (the “Company”) consummated a transaction with four investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a Regulation S private placement (the “Private Placement”) an aggregate of 526,317 restricted shares of the Company’s common stock (the “Shares”), par value $0.001 per share. The purchase price for the Shares was $19.00 per share, for total gross proceeds of $10,000,023, which were received. The Company currently intends to use the proceeds from the Private Placement for general working capital purposes. The Investors have each made customary representations, warranties and covenants, including, among other things, that each of the Investors is a “non-U.S. Person” as defined in Regulation S, and that they were not solicited by means of generation solicitation. No broker-dealer or private placement agent was involved in the Private Placement. The Investors have significant lithium industry experience. In addition, the Company has entered into a certain technical services agreement with one of the Investors, which the Company believes will bring value to the Company in addition to the financial investment.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
Description | |
| 99.1 | Press release dated July 24, 2023. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XRBL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ATLAS LITHIUM CORPORATION | ||
| Dated: July 24, 2023 | By: | /s/ Marc Fogassa |
| Name: | Marc Fogassa | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
ATLAS LITHIUM ANNOUNCES INVESTMENTS FROM STRATEGIC PARTIES TO ADVANCE ITS LITHIUM PROJECT
BOCA RATON, Florida — (July 24, 2023) – Atlas Lithium Corporation (NASDAQ: ATLX) (“Atlas Lithium” or “Company”), a leading mineral exploration company, is pleased to announce that it has received an investment of US$ 10 million for restricted shares of the Company’s common stock from four investors with long-dated experience in the lithium industry. One of the investors is Mr. Martin Rowley, recently retired Chairman of Allkem Limited, a well-known lithium company with market capitalization of approximately US$ 7 billion. The capital raised will be utilized in advancing Atlas Lithium’s 100%-owned Neves Project in Brazil’s Lithium Valley, a well-regarded mining district for hard-rock lithium. Additional details of this transaction can be found in the Current Report on Form 8-K which the Company filed today with the Securities and Exchange Commission.
Mr. Rowley has the unique distinction of being instrumental in the creation of two major resource companies. In 1996, Mr. Rowley co-founded First Quantum Minerals Ltd., a copper company which has a current market capitalization of approximately US$ 18 billion. He recognized early the potential of the lithium sector, and in 2009 become Chairman of Lithium One Inc., which at that stage had secured interests in the Sal de Vida and James Bay hard-rock lithium assets in Australia. Mr. Rowley became Chairman of Galaxy Resources Limited after it merged with Lithium One, adding to its portfolio the well-known Mt. Cattlin spodumene mine in Australia.
Mr. Rowley oversaw the operations of Galaxy Resources when it experienced significant growth, ultimately resulting in the successful merger with Orocobre Limited in 2021, which created Allkem Limited. Since the time of his appointment as Chairman of Galaxy Resources, the market capitalization of now Allkem Limited has grown from US$ 15 million to US$ 7 billion when he retired as Chairman of Allkem in November 2022.
Marc Fogassa, Atlas Lithium’s CEO and Chairman, commented, “Mr. Rowley is one of the most distinguished names in the lithium space. Together with the other investors, this remarkable group brings unparalleled experience, industry knowledge, and contacts throughout the lithium supply chain. Atlas Lithium is most fortunate to have earned their interest as we rapidly advance our project.”
About Atlas Lithium Corporation
Atlas Lithium Corporation (NASDAQ: ATLX) is focused on advancing and developing its 100%-owned hard-rock lithium project in Brazil’s Lithium Valley, a well-known lithium district in the state of Minas Gerais. The Company’s exploration mineral rights for lithium cover approximately 308 km2 and are located primarily in Brazil’s Lithium Valley. In addition, Atlas Lithium has 100% ownership of mineral rights for other battery and critical metals including nickel (222 km2), rare earths (122 km2), titanium (89 km2), and graphite (56 km2). The Company also owns approximately 45% of Apollo Resources Corp. (private company; iron) and approximately 28% of Jupiter Gold Corp. (OTCQB: JUPGF) (gold and quartzite).
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward looking statements are based upon the current plans, estimates and projections of Atlas Lithium Corporation and its subsidiaries (collectively, “Atlas Lithium” or “Company”) and are subject to inherent risks and uncertainties which could cause actual results to differ from the forward- looking statements. Such statements include, among others, those concerning market and industry segment growth and demand and acceptance of new and existing products; any projections of production, reserves, sales, earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding future economic conditions or performance; uncertainties related to conducting business in Brazil, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. Therefore, you should not place undue reliance on these forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: results from ongoing geotechnical analysis of projects; business conditions in Brazil; general economic conditions, geopolitical events and regulatory changes; availability of capital; Atlas Lithium’s ability to maintain its competitive position; manipulative attempts by short sellers to drive down our stock price; and dependence on key management.
Additional risks related to the Company and its subsidiaries are more fully discussed in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-Q filed with the SEC on May 15, 2023. Please also refer to the Company’s other filings with the SEC, all of which are available at www.sec.gov. In addition, any forward-looking statements represent the Company’s views only as of today and should not be relied upon as representing its views as of any subsequent date. The Company explicitly disclaims any obligation to update any forward-looking statements.
Investor Relations:
Michael Kim or Brooks Hamilton
MZ Group – MZ North America
+1 (949) 546-6326
ATLX@mzgroup.us
https://www.atlas-lithium.com/
@Atlas_Lithium