ATLAS CRITICAL MINERALS Corp

Atlas Critical Minerals Corporation (ATCX) is a mineral exploration company primarily focused on critical minerals projects in Brazil, including rare earths, graphite, and titanium, with some mineral rights also potentially containing uranium. The company also operates an iron ore mine and a quartzite quarry. ATCX was incorporated in July 2016 as Jupiter Gold Corporation and began implementing its current business strategy in 2024, focusing on critical mineral exploration alongside iron ore and quartzite. The company's operations are currently exclusive to Brazil, making it vulnerable to local economic downturns and project-specific risks. As of December 31, 2025, Atlas Lithium Corporation held an approximate 28.06% interest in the company, and Marc Fogassa, the Founder, CEO, and Chairman, controlled approximately 62.9% of the voting power of the outstanding securities ¹.

The company's core business model revolves around the exploration and potential development of mineral properties. Revenue is generated from the extraction and sale of minerals, with current operations in iron ore and quartzite. The iron ore operation, which started on November 28, 2025, involves leasing mineral rights to a third party that mines, transports, processes, and sells the ore, with ATCX receiving payment based on the quantity of run-of-mine (ROM) extracted ². The quartzite operation involves producing and selling quartzite blocks and polished slabs. The company relies on equity or debt financing to fund its operations, as it has incurred losses since inception and has not yet generated material revenues from operations ³.

The company's product and service lines are primarily categorized by the type of mineral. For critical minerals, ATCX holds 53,939.23 hectares ⁴ in 33 mineral rights for rare earths, 12,388.34 hectares ⁵ in eight mineral rights for graphite, and 143,725.14 hectares ⁶ in 39 mineral rights for uranium (listed as other exploration minerals due to Brazilian legislation). Titanium has been found alongside rare earths in Minas Gerais. For other minerals, ATCX has 22,280.78 hectares ⁷ in 18 mineral rights for iron ore, 69,291.35 hectares ⁸ in 30 mineral rights for gold, and 94 hectares ⁹ in one mineral right for quartzite. The Alto Paranaíba Project, focusing on rare earths and titanium, comprises 21 mineral rights totaling approximately 27,000 hectares ¹⁰. The Malacacheta Project is strategically positioned for graphite, and the Arcos Project also holds graphite potential. The Rio Piracicaba Project is an iron ore operation with a mining concession, and the Quartzite Project has a mining concession for quartzite.

For the fiscal year ended December 31, 2025, ATCX reported a net loss of $5,420,195 ¹¹, compared to a net loss of $1,713,123 ¹² for the year ended December 31, 2024. Gross revenues for 2025 were $121,387 ¹³, with sales deductions of $28,896 ¹⁴, resulting in revenue of $92,491 ¹⁵. Cost of revenue was $151,922 ¹⁶, leading to a gross loss of $59,431 ¹⁷. Operating expenses totaled $5,293,608 ¹⁸, comprising general and administrative expenses of $3,370,391 ¹⁹ and stock-based compensation of $1,923,217 ²⁰. Loss from operations was $5,353,039 ²¹. Other expenses, including other (expense) income of $22,827 ²² and finance costs of $44,329 ²³, amounted to $67,156 ²⁴. The basic and diluted loss per share was $1.69 ²⁵. Net cash used in operating activities was $2,983,086 ²⁶, and net cash used in investing activities was $67,304 ²⁷. Net cash provided by financing activities was $2,684,141 ²⁸. As of December 31, 2025, cash and cash equivalents were $30,220 ²⁹, total current assets were $710,262 ³⁰, and total current liabilities were $1,819,159 ³¹, resulting in negative working capital of $1,108,897 ³². The company had an accumulated deficit of approximately $14.5 million ³³ as of December 31, 2025.

Comparing 2025 to 2024, the net loss increased by $3,707,072 ³⁴, or 216%. Gross profit decreased by $325,125 ³⁵, shifting from a gross profit of $265,694 ³⁶ in 2024 to a gross loss of $59,431 ³⁷ in 2025. This was due to a pause in quartzite production in April 2025 and limited revenues from iron ore operations, which started in December 2025 and generated $24,693 ³⁸ in net revenues. General and administrative expenses increased by $2,316,267 ³⁹, or 220%, driven by a $722,601 ⁴⁰ increase in payroll-related expenses, a $1,063,180 ⁴¹ increase in third-party services, and a $298,493 ⁴² increase in investor relations expenses. Stock-based compensation increased by $1,073,704 ⁴³, or 126%, to $1,923,217 ⁴⁴ in 2025. Net cash used in operating activities increased by $2,136,138 ⁴⁵.

During the reported period, ATCX underwent significant operational developments. On November 19, 2024, the company consummated a merger with Apollo Resources Corporation, which was a majority-owned subsidiary of Atlas Lithium. This merger resulted in the holders of Apollo Resources securities owning approximately 59.40% ⁴⁶ of ATCX's outstanding securities immediately after the merger. Following the merger, the company's wholly-owned subsidiaries now include Mineração Jupiter Ltda, Mineração Apollo Ltda, Mineração Duas Barras Ltda, and RST Recursos Minerais Ltda. On December 19, 2024, ATCX entered into an Option Agreement with Atlas Lithium to acquire 100% of Brazil Minerals Resources Corporation (BMR), a wholly-owned subsidiary of Atlas Lithium, for $500,000 ⁴⁷ in ATCX common stock. The iron ore operations at the Rio Piracicaba Project commenced on November 28, 2025, generating initial revenue. The quartzite operation paused in April 2025 for modifications and is expected to resume in the second half of 2026.

Management believes the company has sufficient cash to fund normal operations and meet debt obligations for the next 12 months, following an upsized firm commitment underwritten public offering that closed on January 12, 2026, generating approximately $9.7 million ⁴⁸ in net proceeds. This offering involved the sale of 1,380,000 shares ⁴⁹ of common stock, including 180,000 shares ⁵⁰ from the full exercise of the underwriters' over-allotment option, at a public offering price of $8.00 per share ⁵¹. The net proceeds are anticipated to advance exploration and development activities across its critical minerals project portfolio in Brazil, with any surplus allocated to general working capital, cash reserves, or other corporate purposes at management's discretion.

A major growth area for ATCX is the advancement of its rare earths, titanium, and graphite projects to meet the increasing global demand for these critical minerals. The company's Alto Paranaíba Project, which contains both rare earths and titanium, has a planned three-phase exploration program. Phase 1, focusing on mineral rights 832.699/2024 and 832.698/2024 (Block 1), has an estimated cost of $1,550,000 ⁵². This phase includes a geophysical magnetometric survey, aerophotogrammetry, Lidar topographic surveying at an estimated cost of $65,000 ⁵³, a 4,000-meter drilling campaign with associated infrastructure and chemical analyses at an estimated cost of $960,000 ⁵⁴, management and supervision costs of $235,000 ⁵⁵, metallurgical testing and technical report preparation at $210,000 ⁵⁶, and $80,000 ⁵⁷ for contingencies. Phase 2, targeting mineral rights 832.704/2024, 832.703/2024, and 832.702/2024 (Block 2), has an estimated cost of $1,861,000 ⁵⁸. This includes a geophysical survey and topographic mapping at $76,000 ⁵⁹, a 4,900-meter drilling campaign at $1,175,000 ⁶⁰, management and supervision at $290,000 ⁶¹, metallurgical testing and technical report preparation at $230,000 ⁶², and $90,000 ⁶³ for contingencies. Phase 3, focusing on mineral rights 832.701/2024, 831.645/2024, and 831.643/2024 (Block 2), has an estimated cost of $1,746,000 ⁶⁴. This phase includes a geophysical survey and topographic mapping at $71,000 ⁶⁵, a 4,100-meter drilling campaign at $1,100,000 ⁶⁶, management and supervision at $270,000 ⁶⁷, metallurgical testing and technical report preparation at $225,000 ⁶⁸, and $80,000 ⁶⁹ for contingencies.

Another significant growth vector is the Malacacheta Project for graphite. The next phase of exploration for this project, covering mineral rights 831.698/2021 and 830.954/2021, has an estimated cost of $2,145,000 ⁷⁰. This includes a geophysical magnetometric survey, aerophotogrammetry, and Lidar topographic surveying at an expected cost of $75,000 ⁷¹, detailed fieldwork and chemical analysis at $85,000 ⁷², a 5,000-meter drilling campaign with sample management and QA/QC at an estimated cost of $1,550,000 ⁷³, management and supervision of field activities at $160,000 ⁷⁴, metallurgical testing and technical report preparation at $170,000 ⁷⁵, and $105,000 ⁷⁶ for contingencies. The company aims to become a leading supplier of critical minerals, leveraging Brazil's strong mining tradition and trade relationships.

Operationally, the quartzite operations, which paused in April 2025 due to environmental authority notification, are planned to resume during the second half of 2026. The iron ore operations at the Rio Piracicaba Project started in November 2025, with a minimum contracted mining volume of 50,000 tons per quarter ⁷⁷. The lessee expects metallurgical recovery from the ROM to be above 50% ⁷⁸ and potentially as high as 65% ⁷⁹, generating sinter feed sales product at 64% Fe ⁸⁰. The estimated cost to ATCX for vegetation suppression at the iron ore site is approximately $90,500 ⁸¹.

Regarding capital allocation, the net proceeds from the January 2026 public offering, approximately $9.7 million ⁸², are intended to fund planned exploration activities and for general working capital, cash reserves, or other corporate purposes. The company has no debt, except for operational payables, and is prohibited from issuing variable-rate convertible debt by its Bylaws. ATCX does not intend to pay regular future dividends on its common stock.

Management has explicitly flagged several structural headwinds and execution risks. The company has a limited operating history and has incurred losses since inception, with an accumulated deficit of approximately $14.5 million ⁸³ as of December 31, 2025. There is no guarantee that its exploration-stage properties will result in commercial extraction of mineral deposits or that any economic deposit will be commercially mined. The profitability of operations is highly dependent on the success of exploration and development programs, which are subject to numerous factors including mineral prices, mining costs, labor costs, and governmental regulations. The company is vulnerable to concentration risks as its mining activities are currently entirely focused on Brazil. The ability to access capital and financial markets is critical for funding ongoing operations and expansion. Quarterly and annual revenue and operating results are likely to fluctuate significantly due to factors such as working capital, equipment malfunctions, regulatory delays, weather, labor shortages, commodity price fluctuations, and currency exchange rates. The company's growth will place strains on its financial, technical, operational, and administrative resources. Climate change poses both physical risks (e.g., extreme weather, water shortages, power outages) and transitional risks (e.g., increased costs from low-carbon economy regulations, technology development, market shifts). Cybersecurity threats are also a concern, especially with the adoption of emerging technologies, and the company does not carry specific cybersecurity insurance.

Geographic, regulatory, and macro factors identified as constraints include the economic, political, and social conditions in Brazil, which could affect the business. Changes in mining legislation or Brazil's current mining environment may slow down or alter business prospects. The perception of Brazil by the international community, particularly regarding its environmental policies, could negatively impact investor interest or potential buyers. Exposure to foreign exchange fluctuations, specifically the Brazilian real against the U.S. dollar, may adversely affect costs and earnings. While not expected, Brazil may adopt measures to restrict capital repatriation. International trade policies, such as tariffs and trade wars, could decrease demand for minerals. Geopolitical tensions, including the war in Ukraine and conflicts in the Middle East, could lead to economic instability in global financial markets and international commerce, affecting ATCX's business and ability to obtain financing.

The company faces material risks including its limited operating history and accumulated deficit of approximately $14.5 million ⁸³ as of December 31, 2025, raising substantial doubt about its ability to continue as a going concern without additional financing. There is no guarantee that exploration properties will lead to commercial mineral extraction, and profitability is highly dependent on successful exploration and development, which involves significant financial risk and is subject to unpredictable fluctuations in mineral prices. Operational risks include unexpected geological formations, natural disasters, power outages, water shortages, labor disputes, and equipment failures. The company's exclusive focus on Brazil creates geographic concentration risk, making it vulnerable to local economic downturns and policy changes. Extensive governmental regulations in Brazil, particularly environmental laws, pose substantial compliance costs and potential delays in obtaining or renewing permits. Climate change presents both physical risks from extreme weather events and transitional risks from evolving low-carbon economy regulations, potentially increasing costs and impacting operations. Cybersecurity threats to technology and operational systems could lead to production downtimes, data corruption, and significant expenses, and the company does not carry specific cybersecurity insurance. Dependence on key management personnel, particularly Marc Fogassa, is a significant risk. Furthermore, the company's common stock price may be volatile, and future equity issuances could dilute existing ownership. Geopolitical tensions and international trade policies, such as U.S. tariffs on Chinese imports reaching 145% ⁸⁴ at their peak in April 2025, could adversely affect demand for minerals and overall business prospects, despite a temporary suspension of tariffs until November 2026 ⁸⁵.

Management's message to shareholders conveys a commitment to becoming a leading critical mineral resources company, emphasizing the significant long-term opportunities presented by the growing global demand for critical minerals needed for clean energy and high-tech applications. They acknowledge the company's early stage of development and its history of losses, with an accumulated deficit of approximately $14.5 million ⁸³ as of December 31, 2025, but express confidence in the company's ability to continue as a going concern following the successful January 2026 public offering that generated approximately $9.7 million ⁴⁸ in net proceeds. The strategic priorities for the period ahead include advancing exploration and development activities across its critical minerals project portfolio in Brazil, with specific multi-phase exploration plans for rare earths, titanium, and graphite projects. Management also highlights the commencement of iron ore operations and the planned resumption of quartzite operations in the second half of 2026, aiming to monetize existing mineral rights. They emphasize the importance of maintaining compliance with mining and environmental regulations and managing growth effectively, while also acknowledging the various business, regulatory, and geopolitical risks inherent in the mining industry.