UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14C INFORMATION
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14 (C)
OF
THE
SECURITIES
EXCHANGE ACT OF 1934
Check
the appropriate box:
| ☒ |
Preliminary
Information Statement |
| |
|
| ☐ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d) (2) |
| |
|
| ☐ |
Definitive Information Statement |
ATLAS
LITHIUM CORPORATION
(Exact
name of registrant as specified in its charter)
Payment
of Filing Fee (Check the appropriate box):
| ☒ |
No
fee required. |
| |
|
| ☐ |
Fee
computed on table below per Exchange Act Rules 14(c)-5(g) and 0-11. |
1)
Title of each class of securities to which transaction applies:
2)
Aggregate number of securities to which transaction applies:
3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount of which the
filing fee is calculated and state how it was determined):
4)
Proposed maximum aggregate value of transaction:
5)
Total fee paid:
| ☐ |
Fee
paid previously with preliminary materials. |
| |
|
| ☐ |
Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
1)
Amount Previously Paid:
2)
Form, Schedule or Registration No.:
3)
Filing Party:
4)
Date Filed
ATLAS
LITHIUM CORPORATION
433
North Camden Drive
Suite
810
Beverly
Hills, CA 90210
(833)
661-7900
April
[●], 2023
NOTICE
OF ACTION BY WRITTEN CONSENT OF STOCKHOLDERS
To
the Stockholders of Atlas Lithium Corporation:
This
Information Statement is furnished pursuant to Section 14(c) of the Exchange Act to the holders of common stock, par value $0.001 per
share (the “Common Stock”) of Atlas Lithium Corporation., a Nevada corporation (“Atlas Lithium”
or the “Company”), in connection with the Company’s receipt of approval by written consent, in lieu of a meeting,
on April 21, 2023, from the holder of one share of the Company’s Series A Preferred Stock, Mr. Marc Fogassa, representing
a majority of the voting power of our issued and outstanding voting capital stock (such holder, the “Majority Stockholder”)
approving the following actions:
| (1) | Ratification,
approval
and validation of the Certificate of Amendment to Articles of Incorporation (the “Authorized
Capital Increase Amendment”) including the Certificate of Validation to the Certificate
of Amendment to the Articles of Incorporation (the “Increase Validation Certificate”),
increasing the number of shares of the Company’s authorized Common Stock, $0.001
par value per share, to Four Billion (4,000,000,000), retroactively effective as of
December 20, 2022; |
| | | |
| (2) | Approval
of the Amended and Restated Articles of Incorporation of the Company (the
“Amended and Restated Articles”), to, among other changes, decrease the number of shares of
the Company’s authorized Common Stock to Two Hundred Million (200,000,000) effective
as of the date of effectiveness of the filing of the Amended and Restated Articles. |
Copies
of the following documents are attached to this information statement accordingly:
| ● | Authorized
Capital Increase Amendment including the Increase Validation Certificate: Appendix A;
and |
| | | |
| ● | Amended
and Restated Articles: Appendix B. |
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Because
the written consent of the Majority Stockholder representing a majority of the voting power of the Company’s issued and outstanding
voting capital stock, satisfies all applicable stockholder voting requirements, we are not asking for a proxy. Please do not send us
one.
Pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Authorized Capital Increase
Amendment including the Increase Validation Certificate and the Amended and Restated Articles (collectively, the “Corporate
Actions”) will not be filed with the Nevada Secretary of State (the “SOS”) until at least twenty (20) calendar
days after the mailing of this Information Statement. Pursuant to Nevada Revised Statutes (“NRS”) 78.0296(3), notice
of the ratification or validation of the Authorized Capital Increase Amendment must be given not later than 10 days after the approval
thereof to each stockholder of record at the time of such ratification or validation. This Information Statement is expected to be
mailed on or about [●], 2023 to stockholders of record on the Record Date.
The
entire cost of furnishing the Information Statement and related materials will be borne by the Company. The Company’s Board of
Directors (the “Board of Directors”) has fixed the close of business on April 21, 2023 as the record date (the
“Record Date”) for the determination of stockholders who are entitled to receive this Information Statement.
This
Notice and the accompanying Information Statement shall constitute notice to you of the action by the Majority Stockholder through a
written consent in accordance with Rule 14c-2 promulgated under the Exchange Act.
NO
VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT. WE ARE NOT ASKING
FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY.
THIS
IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED
HEREIN.
The
accompanying Information Statement is for information purposes only. Please read it carefully.
By
Order of the Board of Directors,
| /s/
Marc Fogassa |
|
| Marc
Fogassa |
|
| Chairman
and Chief Executive Officer, Director |
|
| (Principal
Executive Officer) |
|
Beverly
Hills, California
April
[●], 2023
VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF
Pursuant
to the NRS, a vote by the holders of at least a majority of the Company’s outstanding voting power is required to ratify
or authorize and approve each Corporate Action. The Board of Directors fixed the close of business on April 21, 2023 as the Record
Date for the determination of the stockholders entitled to notice of the action by written consent.
As
of the Record Date, Atlas Lithium had 9,604,809 shares of Common Stock outstanding, and one (1) share of Series A Preferred Stock
outstanding. No shares of Series B Preferred Stock or Series C Preferred Stock were outstanding as of the Record Date. Our Series
D Preferred Stock has no voting rights.
Each
outstanding share of the Company’s voting securities on the close of business on the Record Date is entitled to notice of each
matter voted on by the stockholders. As of the close of business on the Record Date, the Majority Stockholder held the authority to cast
votes in excess of 50% of the Company’s outstanding voting power and has voted in favor of the Corporate Actions. Under the NRS
and the Company’s bylaws, as amended to date (the “Bylaws”), stockholder approval may be taken by obtaining
the written consent of at least a majority of the holders of voting power instead of by action taken at a stockholders’ meeting.
The voting power entitled to vote on the Corporate Actions consists of the vote of the holders of a majority of the Company’s outstanding
voting securities as of the Record Date. As of April 21, 2023, the Company’s voting securities for the Corporate Actions
consisted of 9,604,809 shares of Common Stock and one share of Series A Preferred Stock. Each share of outstanding Common Stock
is entitled to one vote on matters submitted for stockholder vote. The Series A Preferred Stock votes together with the Company’s
Common Stock (and any other class or series entitled to vote with the holders of Common Stock) and is entitled to 51% of the votes on
all matters submitted for stockholder approval.
On
the Record Date, the Majority Stockholder was entitled to 51% of the voting power of the Company’s issued and outstanding voting
stock. The Majority Stockholder voted by a written consent dated April 21, 2023 (the “Consenting Stockholder”)
in favor of the Corporate Actions , in lieu of a meeting of stockholders, as permitted by the NRS and the Bylaws.
BOARD
APPROVAL OF THE CERTIFICATE OF CORRECTION AND RATIFICATION,
APPROVAL AND VALIDATION OF THE CERTIFICATE OF CHANGE
On
July 18, 2022, the Board of Directors adopted resolutions to effect a reverse stock split of the Company’s issued and outstanding
shares of Common Stock at a ratio of 1-for-750 without affecting the number of shares of authorized Common Stock (the “Originally
Intended Reverse Stock Split”). The Majority Stockholder approved the Originally Intended Reverse Stock Split by written consent
on July 18, 2022 in lieu of a meeting of stockholders as permitted under the NRS Section 78.320(2) and the Bylaws. For additional
information, refer to the Definitive Information Statement filed by the Company with the U.S. Securities and Exchange Commission (the
“SEC”) on July 29, 2022 (the “2022 Information Statement”) and the Form 8-K filed by the Company
with the SEC on December 22, 2022, both available on EDGAR at www.sec.gov.
On
December 20, 2022, the Company filed a Certificate of Amendment to its Articles of Incorporation with the SOS that was intended to effect
the Originally Intended Reverse Stock Split (the “Original Articles Amendment”). In April 2023, the Board of Directors
determined (i) that the Original Articles Amendment inaccurately stated that the Originally Intended Reverse Stock Split was obtained
by a stockholder vote under NRS 78.390, while approval of the stockholders was required under NRS 78.2055, with the holders of Common
Stock voting as a separate class; and (ii) that the Original Articles Amendment was a nullity in that, under Nevada law, filing an amendment
to articles of incorporation is not necessary to effectuate a reverse stock split. As a result, the Board of Directors has determined
that it would be in the best interest of the Company to take corrective action to remedy the inaccuracy and to file the documents that
would have been necessary to effectuate a 1-for-750 reverse stock split of the issued and outstanding Common Stock with a corresponding
split of the authorized Common Stock (the “Reverse Stock Split”) and then immediately thereafter increase the
number of shares of authorized Common Stock back to the number it was prior to the Reverse Stock Split as
of December 20, 2022.
Pursuant
to the action of the Board of Directors by unanimous written consent on April 21, 2023, the Board of Directors therefore authorized and
approved (i) the Certificate of Correction to nullify the Original Articles Amendment (the “Certificate of Correction”),
and (ii) the Certificate of Change Pursuant to NRS 78.209 (the “Certificate of Change”) including the Certificate
of Validation of the Certificate of Change (the “Change Validation Certificate”) in order to decrease the number of
shares of the Company’s issued and outstanding shares of Common Stock and correspondingly decrease the number of authorized shares
of Common Stock, each at a ratio of 1-for-750, retroactively effective as of December 20, 2022, without a vote of the stockholders.
The Board of Directors also directed that the Company file the Certificate of Correction with the SOS and thereafter file the Certificate
of Change including the Change Validation Certificate with the SOS. Pursuant to the NRS, no stockholder approval for this action is
required.
We
will file the Certificate of Correction and the Certificate of Change including the Change Validation Certificate with the SOS twenty (20) calendar days after the mailing of this Information Statement pursuant to Rule 14c-2 under the Exchange Act. Upon the filing
of the Certificate of Correction the Original Articles Amendment will be nullified and the intention to effectuate a reverse stock split
of 1-for-750 will be validated retroactively as of December 20, 2022, at the original filing date and time of the Original Articles
Amendment.
Upon
the filing of the Certificate of Change including the Change Validation Certificate retroactively effective as of December 20,
2022, each 750 shares of our issued and outstanding shares of Common Stock will have been automatically converted into one issued and
outstanding share of Common Stock, without any change in par value per share, as of December 20, 2022. No fractional shares were
issued as a result of the Reverse Stock Split and no cash or other consideration was paid. Fractional shares were rounded up and
one whole share of the post-split Common Stock was issued to any stockholder who otherwise would have received a fractional share as
a result of the Reverse Stock Split.
RATIFICATION,
APPROVAL AND VALIDATION OF THE AUTHORIZED CAPITAL INCREASE AMENDMENT
As
set forth in the 2022 Information Statement, the Originally Intended Reverse Stock Split was intended to impact the then issued and outstanding
shares of Common Stock and was not intended to affect the number of shares of authorized Common Stock. To carry out the original intent
of the Originally Intended Reverse Stock Split and in light of the correction, ratification and validation of the Reverse
Stock Split as described above, the Company’s Board of Directors and the Consenting Stockholder have approved the Authorized Capital
Increase Amendment to increase the authorized number of shares of Common Stock from 5,333,334 shares to 4,000,000,000 shares retroactively
as of December 20, 2022, in accordance with the board’s and stockholders’ original intent in effecting the Originally
Intended Reverse Stock Split. The forms of Authorized Capital Increase Amendment including the Increase Validation Certificate to be
filed with the SOS are attached as Appendix A to this Information Statement.
The
Company’s Board of Directors believes that it is in the best interest of the stockholders to correct the Originally Intended Reverse
Stock Split by approving, ratifying and validating the Reverse Stock Split, and in conjunction therewith and in order to effectuate
the same, to approve and adopt the Authorized Capital Increase Amendment.
Other
than as described herein, the Authorized Capital Increase Amendment does not incorporate any other changes.
Pursuant
to the NRS, the Authorized Capital Increase Amendment to effect the increase in the authorized number of shares of the Company’s
Common Stock requires the approval of a majority of the Company’s voting power. As discussed above, the Consenting Stockholder
has consented to the Authorized Capital Increase Amendment including the Increase Validation Certificate. Upon the filing of the Authorized
Capital Increase Amendment including the Increase Validation Certificate with the SOS, the increase in authorized Common Stock will be
effective retroactively as of December 20, 2022, to the number that was intended to be authorized as of that date.
APPROVAL
BY THE BOARD OF THE SERIES B WITHDRAWAL CERTIFICATE
AND THE SERIES C WITHDRAWAL CERTIFICATE
On
August 26, 2015, the Board of Directors designated the Company’s Series B Convertible Preferred Stock (the “Series
B Preferred”) by filing a Certificate of Designation in the office of the SOS (the “Series B Certificate of
Designation”). On December 29, 2015, the Board of Directors designated the Company’s Series C Convertible Preferred
Stock (the “Series C Preferred”) by filing a Certificate of Designation in the office of the SOS (the “Series
C Certificate of Designation”). Pursuant to NRS 78.1955(6), if shares of a class or series of stock established by a certificate
of designation are not outstanding, the corporation may file a certificate authorizing the withdrawal of the certificate of designation
establishing the class or series of stock and, upon filing the certificate and payment of the requisite fee, all matters contained in
the certificate of designation are eliminated from the articles of incorporation.
Since
all shares of the Company’s Series B Preferred and Series C Preferred have been converted to shares of Common
Stock and no shares of Series B Preferred or Series C Preferred are currently outstanding, the Board of Directors determined
it would be in the best interest of the Company to authorize the withdrawal of the Series B Certificate of Designation and the Series
C Certificate of Designation and directed that the Certificate of Withdrawal of Designation of the Series B Preferred (the “Series
B Withdrawal Certificate”) and the Certificate of Withdrawal of Designation of the Series C Preferred (the “Series
C Withdrawal Certificate”) be so withdrawn. Pursuant to the NRS, no stockholder approval for this action is required.
APPROVAL
OF THE AMENDED AND RESTATED ARTICLES
The
Board of Directors has determined that it is advisable and in the best interests of the Company to amend and restate the Company’s
articles of incorporation (as amended to date, the “Current Articles”) to decrease the number of shares of authorized
common stock and to amend certain other provisions in the Company’s Current Articles as set forth in the form of Amended and Restated
Articles of Incorporation attached hereto as Appendix B. Among other changes, the Board of Directors has determined that it is
advisable to update the exculpation and indemnification provisions to reflect current Nevada law, provide that the mandatory forum for
adjudication of certain disputes will be the Eighth Judicial District Court in Clark County, Nevada, provide that the Company opts out
of Nevada’s “combinations with interested stockholders” statutes, and authorize the Company to
make distributions to stockholders complying only with the insolvency test under Nevada law.
The
Board of Directors and the Consenting Stockholder determined to decrease the number of shares of our authorized common stock in order
to reduce the number of shares available for issuance. We believe that the number of shares currently available for issuance may have
a negative impact on our efforts to attract additional financing due to the dilutive effect of having such a large number of shares available
for issuance. The Company has no plans, commitments or arrangements with respect to issuing authorized but unissued shares of common
stock. For this reason, we believe that a decrease in the number of shares of our authorized Common Stock is in the best interests of
the Company and its stockholders.
Pursuant
to the NRS, the Amended and Restated Articles require the approval of a majority of the voting power of the Company. As discussed above,
the Consenting Stockholder has consented to the approval and filing of the Amended and Restated Articles. The Amended and Restated Articles
will become effective upon the filing of the Amended and Restated Articles with the SOS.
OTHER
INFORMATION REGARDING THE COMPANY
Security
Ownership of Certain Beneficial Owners and Management
The
following table prepared in accordance with Section 13 of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder,
sets forth certain information regarding our common stock and securities convertible into our common stock within 60 days of the date
of this Information Statement, by: (i) each person who is known by us to own beneficially more than 5% of its outstanding Common
Stock; (ii) each named executive officer and director; and (iii) all officers and directors as a group. As of April 21, 2023,
there were 9,604,809 outstanding shares of our common stock.
Beneficial
ownership in this table is determined in accordance with the rules of the SEC and does not necessarily indicate beneficial ownership
for any other purpose. Under these rules, the number of shares of Common Stock deemed outstanding includes shares issuable upon exercise
of options held by the respective person or group that may be exercised within 60 days after April 21, 2023. For purposes of calculating
each person’s or group’s percentage ownership, stock options exercisable within 60 days after April 21. 2023 are included
for that person or group (but the stock options of any other person or group are not included). For each person and group included in
the ownership is based on the number of shares of our Common Stock outstanding as of April 21, 2023.
Name and
Address of Beneficial | |
Common
Stock (2) | | |
Series A
Preferred
Stock (3) | | |
Series D
Preferred
Stock (4) | | |
Combined
Voting Power | |
| Owner (1) | |
Number | | |
% | | |
Number | | |
% | | |
Number | | |
% | | |
Number(5) | | |
%(6) | |
| Directors and Named Executive Officers: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Marc Fogassa(7) | |
| 3,343,304 | | |
| 34.8 | % | |
| 1 | | |
| 100 | % | |
| 67,500 | | |
| 83.3 | % | |
| 4,243,305 | | |
| 39.8 | % |
| Ambassador Roger Noriega(8) | |
| 147,202 | | |
| 1.5 | % | |
| - | | |
| - | | |
| 13,500 | | |
| 16.7 | % | |
| 327,202 | | |
| 3.3 | % |
| Cassiopeia Olson, Esq.(9) | |
| 11,417 | | |
| * | | |
| - | | |
| - | | |
| - | | |
| * | | |
| 11,417 | | |
| * | |
| Stephen R. Petersen, CFA(10) | |
| 27,862 | | |
| * | | |
| - | | |
| - | | |
| - | | |
| * | | |
| 27,862 | | |
| * | |
| Gustavo Pereira de Aguiar(11) | |
| 21,255 | | |
| * | | |
| - | | |
| - | | |
| - | | |
| * | | |
| 21,255 | | |
| * | |
| Brian W. Bernier(12) | |
| 44,652 | | |
| * | | |
| - | | |
| - | | |
| - | | |
| * | | |
| 44,652 | | |
| * | |
| All executive officers and directors (9 persons)(13) | |
| ,3,595,692 | | |
| 37.4 | % | |
| 1 | | |
| 100 | % | |
| 81,000 | | |
| 100 | % | |
| 4,708,209 | | |
| 43.2 | % |
| Over 5% Stockholders: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Marc Fogassa(7) | |
| 3,343,304 | | |
| 34.8 | % | |
| 1 | | |
| 100 | % | |
| 67,500 | | |
| 83.3 | % | |
| 4,234,305 | | |
| 39.8 | % |
| |
(1) |
The
mailing address of each of the officers and directors as set forth above is c/o Atlas Lithium Corporation, 433 North Camden Drive,
Suite 810, Beverly Hills, CA 90212. |
| |
(2) |
Each
share of common stock is entitled to one vote. |
| |
(3) |
The
Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (“Series A Preferred”) provides
that for so long as Series A Preferred is issued and outstanding, the holders of Series A Preferred shall vote together as a single
class with the holders of Common Stock, with the holders of Series A Preferred being entitled to 51% of the total votes on all such
matters regardless of the actual number of shares of Series A Preferred then outstanding, and the holders of Common Stock are entitled
to their proportional share of the remaining 49% of the total votes based on their respective voting power. The one share of our
Series A Preferred is convertible into one share of our Common Stock and may be converted at any time at the election
of the holder. |
| |
(4) |
The
Certificate of Designation of Series D Convertible Preferred Stock (“Series D Preferred”) as adopted by the Board
of Directors on September 14, 2021 provides that for so long as Series D Preferred is issued and outstanding, the holders of
Series D Preferred shall have no voting power in matters unrelated to the Series D Preferred until such time as the Series D Preferred
is converted into shares of common stock. Each share of our Series D Preferred is convertible into 13 and 1/3 shares of our
Common Stock and may be converted at any time at the election of the holder. |
| |
(5) |
Represents
shares and rights on an as-converted to Common Stock basis. |
| |
(6) |
Represents
percentage of voting power of our Common Stock, Series A Preferred, and Series D Preferred (on an as-converted basis) voting together
as a single class. As of the date of this Information Statement, 9,604,809 shares of our Common Stock were issued and outstanding
and one share of our Series A Preferred was issued and outstanding. Series D Preferred has no voting rights. The
one outstanding share of our Series A Preferred is held by Marc Fogassa. |
| |
(7) |
Consists
of 3,177,597 shares of our Common Stock owned by Mr. Fogassa and his affiliates, 151,141 shares underlying vested options to
purchase common stock, 14,566 shares of our Common Stock to be issued in satisfaction of past performance, 1 share
of our Series A Preferred and 67,500 shares underlying vested options to purchase our Series D Preferred. On April
12, 2023, following ratification by the Board of Directors, Mr. Fogassa elected to convert his outstanding 214,006
shares of our Series D Preferred into 2,853,412 shares of our Common Stock. |
| |
(8) |
Consists
of 147,202 shares of our Common Stock and 13,500 shares underlying vested options to purchase our Series D Preferred. |
| |
(9) |
Consists
of 750 shares of our Common Stock and 10,667 shares underlying vested options to purchase our Common stock. |
| |
(10) |
Consists
of 11,862 shares of our Common Stock and 16,000 shares underlying vested options to purchase our Common stock. |
| |
(11) |
Consists of shares of our Common Stock to be issued in satisfaction of past performance. |
| |
(12) |
Consists of 43,577 shares of Common Stock and 1,075 shares
of our Common Stock to be issued in satisfaction of past performance. |
| |
(13) |
Consists
of 3,410,210 shares of Common Stock, 177,808 shares underlying vested options to purchase our Common Stock, 40,252
shares of our Common Stock to be issued in satisfaction of past performance, 1 share of Series A Preferred, and 81,000 shares underlying
vested options to purchase Series D Preferred. |
NO
DISSENTERS’ RIGHTS
The
corporate actions described in this proxy statement will not afford stockholders the opportunity to dissent from the actions described
herein or to receive an agreed or judicially appraised value for their shares.
ADDITIONAL
AVAILABLE INFORMATION
We
are subject to the information and reporting requirements of the Exchange Act, and in accordance with such act we file periodic reports,
documents and other information with the SEC relating to our business, financial statements and other matters. The SEC maintains a website
that contains such periodic reports, documents and other information at http://www.sec.gov. Information about us, including our SEC filings,
is also available at our website www.atlas-lithium.com. However, the information on our website is not incorporated by reference
or deemed to be a part of this Information Statement.
Any
statement contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that
a statement contained in this Information Statement (or in any other document that is subsequently filed with the SEC and incorporated
by reference) modifies or is contrary to such previous statement. Any statement so modified or superseded will not be deemed a part of
this Information Statement except as so modified or superseded.
This
Information Statement is provided to our stockholders only for information purposes in connection with the actions described herein,
pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.
| |
By
Order of the Board of Directors, |
| |
|
| |
/s/
Marc Fogassa |
| |
Chairman
and Chief Executive Officer |
APPENDIX
A
ATLAS
LITHIUM CORPORATION
CERTIFICATE
OF AMENDMENT
Annex
A
Article
3 of the articles of incorporation of Atlas Lithium Corporation is hereby amended to read in its entirety as follows:
“The
total authorized capital stock of the Corporation shall consist of (i) Four Billion (4,000,000,000) shares of Common Stock, par value
$0.001 per share, and (ii) Ten Million (10,000,000) shares of Preferred Stock, par value $0.001 per share. The Board of Directors is
hereby vested, to the fullest extent permitted under the Nevada Revised Statutes, with the authority to designate from time to time,
by duly adopted resolution and the filing with the Nevada Secretary of State of a corresponding certificate of designation, one or more
series of the Preferred Stock, to fix the number of shares constituting such series and to prescribe the voting powers, designations,
preferences, qualifications, limitations, restrictions and relative, participating, optional and other rights of such series. Any such
resolution and certificate of designation prescribing a series of Preferred Stock must designate a distinguishing letter and/or title
for such series. Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled to only such voting
rights, if any, as shall expressly be granted thereto by the articles of incorporation, including the certificate of designation relating
to such series of Preferred Stock, or the NRS. To the extent provided in the certificate of designation relating to a series of Preferred
Stock, the board of directors may increase (but not above the total number of then authorized and undesignated shares of Preferred Stock)
or decrease (but not below the number of shares of that series then outstanding) the number of shares of such series.”
*
* * *
ATLAS
LITHIUM CORPORATION
CERTIFICATE
OF AMENDMENT TO ARTICLES OF INCORPORATION
(Increase
Common Stock)
Certificate
of Validation Pursuant to NRS 78.0296
The
undersigned officer of Atlas Lithium Corporation, a Nevada corporation, hereby certifies that the filing accompanying this certificate
of validation is being made in connection with a ratification or validation of a corporate act in accordance with NRS 78.0296, with such
filing to be effective as of December 20, 2022 at 12:24:11 PM Pacific time.
| |
/s/
Marc Fogassa |
| |
|
| |
Name:
|
Marc
Fogassa |
| |
|
|
| |
Title:
|
Chief
Executive Officer |
APPENDIX
B
AMENDED
AND RESTATED
ARTICLES
OF INCORPORATION
OF
ATLAS
LITHIUM CORPORATION
ARTICLE
I
NAME
The
name of the Corporation is Atlas Lithium Corporation (the “Corporation”).
ARTICLE
II
REGISTERED
AGENT AND REGISTERED OFFICE
The
Corporation may, from time to time, in the manner provided by law, change the registered agent and registered office within the State
of Nevada. The Corporation may also maintain an office or offices for the conduct of its business, either within or without the State
of Nevada.
ARTICLE
III
PURPOSE
The
Corporation may engage in any lawful act, activity or business for which corporations may be organized under the laws of the State of
Nevada.
ARTICLE
IV
CAPITAL
STOCK
A.
The total authorized capital stock of the Corporation shall consist of (i) Two Hundred Million (200,000,000) shares of common stock,
par value $0.001 per share (the “Common Stock”), and (ii) Ten Million (10,000,000) shares of preferred stock, par
value $0.001 per share (“Preferred Stock”).
B.
Except as otherwise provided by the Nevada Revised Statutes (the “NRS”), a record holder of Common Stock shall be
entitled to one vote for each share of Common Stock so held. No holder of Common Stock shall have the right to cumulate votes. The holders
of Common Stock shall not have any conversion, redemption or preemptive rights. The holders of Common Stock shall be entitled to receive
dividends when, as and if declared by the board of directors of the Corporation (the “Board of Directors”) out of
assets legally available therefor. Upon the dissolution, liquidation or winding up of the Corporation, after payment or provision for
payment of the debts and other liabilities of the Corporation and subject to the rights, if any, of the holders of any outstanding class
or series of stock having a preference over or the right to participate with the Common Stock with respect to the distribution of assets
of the Corporation upon such dissolution, liquidation or winding up of the Corporation, the holders of Common Stock shall be entitled
to receive the remaining assets of the Corporation available for distribution to its stockholders ratably in proportion to the number
of shares of Common Stock held.
C.
The capital stock of the Corporation, after consideration for the issuance thereof has been paid in money, property, or services, as
the directors shall determine, shall not be subject to assessment to pay the debts of the Corporation, nor for any other purpose, no
stock issued as fully paid shall ever be assessable or assessed, and these articles of incorporation shall not be amended in this respect.
D.
The Board of Directors is hereby vested, to the fullest extent permitted under the NRS, with the authority to designate from time to
time, by duly adopted resolution(s) and the filing with the Nevada Secretary of State of a corresponding certificate of designation,
one or more series of the Preferred Stock, to fix the number of shares constituting such series and to prescribe the voting powers, designations,
preferences, qualifications, limitations, restrictions and relative, participating, optional and other rights of such series. Any such
resolution and certificate of designation prescribing a series of Preferred Stock must include a distinguishing designation for such
series. Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled to only such voting rights, if
any, as shall expressly be granted thereto by the articles of incorporation, including the certificate of designation relating to such
series of Preferred Stock, or the NRS. To the extent provided in the certificate of designation relating to a series of Preferred Stock,
the board of directors may increase (but not above the total number of then authorized and undesignated shares of Preferred Stock) or
decrease (but not below the number of shares of that series then outstanding) the number of shares of such series.
E.
These Amended and Restated Articles of Incorporation, as amended from time to time, include the terms of the Corporation’s (i)
Series A Convertible Preferred Stock as set forth in the Certificate of Designation filed in the office of the Nevada Secretary of State
on December 18, 2012, as Document No. 20120848339-10 and (ii) Series D Convertible Preferred Stock as set forth in the Certificate of
Designation filed in the office of the Nevada Secretary of State on September 15, 2021, as Document No. 20211755558, as the same have
been and may be further amended, corrected or restated from time to time, which certificates of designation, as so amended, corrected
or restated, as applicable, are hereby incorporated herein by this reference until such certificate of designations are withdrawn in
accordance with the NRS.
ARTICLE
V
GOVERNING
BOARD
The
members of the governing board of the Corporation are styled as directors. The board of directors shall be elected in such manner as
shall be provided in the bylaws of the Corporation. The number of directors may be changed from time to time in such manner as provided
in the bylaws of the Corporation.
ARTICLE
VI
EXCULPATION
AND INDEMNIFICATION
A.
The liability of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the NRS.
If the NRS is amended to further eliminate or limit or authorize corporate action to further eliminate or limit the liability of directors
or officers, the liability of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted
by the NRS, as so amended from time to time.
B.
In addition to any other rights of indemnification permitted by the laws of the State of Nevada or as may be provided for by the Corporation
in its bylaws or by agreement, the expenses of directors and officers incurred in defending a civil or criminal action, suit or proceeding,
involving alleged acts or omissions of such directors or officers in their respective capacities as directors or officers of the Corporation
must be paid by the Corporation or through insurance purchased and maintained by the Corporation or through other financial arrangements
made by the Corporation, as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt
of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent
jurisdiction that he or she is not entitled to be indemnified by the Corporation.
C.
Any repeal or modification of this Article VI approved by the stockholders of the Corporation shall be prospective only, and shall
not adversely affect any limitation on the liability of a director or officer of the Corporation existing as of the time of such repeal
or modification. In the event of any conflict between this Article and any other article of the Corporation’s articles of incorporation,
the terms and provisions of this Article shall control.
ARTICLE
VII
MANDATORY
FORUM FOR THE ADJUDICATION OF DISPUTES
To
the fullest extent permitted by law, and unless the Corporation consents in writing to the selection of an alternative forum, the Eighth
Judicial District Court of Clark County, Nevada, shall be the sole and exclusive forum for any action, suit or proceeding, whether civil,
administrative or investigative, and including any claim or counterclaim (each, an “Action”): (a) against the Corporation
or any of its directors or officers that (i) asserts a cause of action under the laws of the United States, (ii) could be properly commenced
in either a federal forum or a forum of the State of Nevada or any other state, and (iii) is brought by or in the name or on behalf of
(A) the Corporation, (B) any stockholder of the Corporation, or (C) any subscriber for, or purchaser or offeree of, any shares of the
capital stock or other securities of the Corporation; and (b) brought in the name or right of the Corporation or on its behalf that asserts
a cause of action (i) for or based upon any breach of any fiduciary duty owed by any director, officer, employee or agent of the Corporation
in such capacity to the Corporation or the Corporation’s stockholders, (ii) arising under, or to interpret, apply, enforce or determine
the validity of, any provision of the Corporation’s articles of incorporation or bylaws or the applicable provisions of the NRS
(including, without limitation, NRS Chapters 75, 78 and 92A), or (iii) governed by the internal affairs doctrine. In the event that the
Eighth Judicial District Court of Clark County, Nevada does not have jurisdiction over any such Action, then any other state district
court located in the State of Nevada shall be the sole and exclusive forum for such Action and in the event that no state district court
in the State of Nevada has jurisdiction over any such Action, then a federal court located within the State of Nevada shall be the sole
and exclusive forum therefor.
ARTICLE
VIII
INAPPLICABILITY
OF NEVADA COMBINATIONS STATUTES
At
such time, if any, as the Corporation becomes a “resident domestic corporation” (as defined in NRS 78.427), the Corporation
shall not be subject to, or governed by, any of the provisions in NRS 78.411 to 78.444, inclusive, as amended from time to time, or any
successor statutes.
ARTICLE
IX
SPECIAL
PROVISIONS REGARDING DISTRIBUTIONS
Notwithstanding
anything to the contrary in the articles of incorporation or the bylaws of the corporation, the corporation is hereby specifically allowed
to make any distribution that otherwise would be prohibited by NRS 78.288(2)(b).
*
* * *
Grafico Azioni Brazil Minerals (QB) (USOTC:BMIX)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Brazil Minerals (QB) (USOTC:BMIX)
Storico
Da Giu 2023 a Giu 2024
