Current Report Filing (8-k)
May 02 2023 - 8:01AM
Edgar (US Regulatory)
0001540684
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0001540684
2023-05-02
2023-05-02
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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): May 2, 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
1.01. Entry into a Material Definitive Agreement
Gross
Revenue Royalty Transaction
On
May 2, 2023, Atlas Lithium Corporation (the “Company”) and Atlas Litio Brasil Ltda., a Brazilian subsidiary of the
Company (the “Company Subsidiary”), entered into a Royalty Purchase Agreement (the “Purchase Agreement”)
with Lithium Royalty Corp., a Canadian company listed on the Toronto Stock Exchange (the “LRC”). The transaction
contemplated under the Purchase Agreement closed simultaneously on May 2, 2023, whereby the Company Subsidiary sold to LRC
in consideration for $20,000,000 in cash, a royalty interest equaling 3% of the gross revenue (the “Royalty”)
received by the Company Subsidiary from the sale of products from certain 19 mineral rights and properties that are located in Brazil
and held by the Company Subsidiary (the “Property”).
On the same day, the Company
Subsidiary and LRC entered into a Gross Revenue Royalty Agreement (the “Royalty Agreement”) pursuant to which
the Company Subsidiary grants LRC the Royalty and undertakes to calculate and make royalty payment on a quarterly basis commencing
from the first receipt of the sales proceeds with respect to the products from the Property. The Royalty Agreement contains other
customary terms, including but not limited to, the scope of the gross revenue, the Company Subsidiary’s right to determine
operations, and LRC’s information and audit rights. Under the Royalty Agreement, the Company Subsidiary also grants LRC
an option to purchase additional royalty interest with respect to certain additional Brazilian mineral rights and properties on the same
terms and conditions as the Royalty, at a total purchase price of $5,000,000.
The
foregoing description is only a summary and is qualified in its entirety by reference to the Purchase Agreement and
the Royalty Agreement, both attached
to this Form 8-K as exhibits and
incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
† |
Portions
of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because
the Company customarily and actually treats the redacted information as private or confidential and the omitted information is not
material. |
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: May 2, 2023 |
By: |
/s/ Marc
Fogassa |
|
Name: |
Marc Fogassa |
|
Title: |
Chief Executive Officer |
Brazil Minerals (QB) (USOTC:BMIX)
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