Executive Summary / Key Takeaways

• Strategic Transformation and Critical Minerals Focus: Atlas Critical Minerals (JUPGF) has undergone a significant strategic pivot, transforming into a Brazil-focused explorer and developer of critical minerals, including rare earths, graphite, and titanium, to meet burgeoning global demand for clean energy, defense, and high-tech applications.
• High-Grade Exploration Success: The company's advanced exploration techniques have yielded promising results, with high-grade, near-surface rare earths and titanium mineralization identified at its Alto Paranaíba Project (up to 28,870 ppm TREO and 23.2% TiO₂) and premium graphite concentrate (up to 96.6% graphitic carbon) at its Malacacheta Project.
• Dual Revenue Strategy: While advancing critical minerals, JUPGF is building near-term cash flow through its quartzite operation, expected to resume production by year-end 2025, and its Rio Piracicaba iron ore project, anticipated to generate initial revenues in Q4 2025 via a strategic partnership.
• Capital Infusion and Growth Outlook: A recent public offering aims to raise approximately $7.19 million in net proceeds, earmarked for accelerating key critical mineral projects and strengthening liquidity, addressing historical losses and funding ambitious exploration plans.
• Competitive Positioning in a Geopolitical Landscape: JUPGF is strategically positioned to capitalize on global efforts to diversify critical mineral supply chains away from dominant players, leveraging its Brazilian asset base and specialized regional expertise against larger, more diversified mining giants.

A Strategic Pivot to Power the Future

Atlas Critical Minerals Corporation (OTCQB:JUPGF), formerly known as Jupiter Gold Corporation, has strategically repositioned itself as a dedicated explorer and developer of critical minerals in Brazil. This transformation, formalized with the name change in December 2024 following a merger with Apollo Resources Corporation, aligns the company with profound global shifts in energy, defense, and technology. The world's accelerating transition to clean energy, the increasing sophistication of high-tech industries, and the imperative for national security are driving unprecedented demand for minerals such as rare earths, graphite, titanium, copper, and nickel.

The geopolitical landscape underscores Brazil's growing importance as a critical minerals supplier. Nations like the United States face significant supply chain vulnerabilities, holding less than 2% of global reserves for key elements like rare earths and graphite. China's established dominance and its increasing use of export controls on critical minerals, including outright bans on antimony, germanium, and gallium exports to the U.S. in December 2024, and new controls on seven critical rare earth elements in April 2025, highlight the urgent need for diversified, reliable sources. Brazil, with its vast and underexplored mineral wealth, is emerging as a strategic alternative, and JUPGF is actively cultivating a diversified portfolio to capitalize on this opportunity. The company's strategy involves not only aggressive exploration of these high-value critical minerals but also the development of near-term revenue streams from more traditional mining operations to self-fund its ambitious growth.

Unearthing Value: The Technological Edge in Exploration

JUPGF's core strength lies in its systematic and technologically advanced approach to mineral exploration. The company employs a comprehensive suite of methodologies, including detailed geological mapping, sophisticated geochemical sampling, and advanced geophysical surveys such as drone magnetometry (MAG), aerophotogrammetry, and Lidar. These techniques are crucial for identifying and delineating potential mineralized zones across its extensive Brazilian mineral rights. All exploration activities are conducted under the rigorous oversight of Qualified Persons, as defined by Regulation S-K 1300, ensuring adherence to international standards. Furthermore, all geochemical analyses are performed by SGS-Geosol, a premier, ISO-accredited analytical laboratory in Brazil, supported by robust internal Quality Assurance and Quality Control (QA/QC) protocols.

This technological prowess has translated into tangible and quantifiable benefits across JUPGF's key projects:

• Rare Earths and Titanium (Alto Paranaíba Project): Exploration at the Alto Paranaíba Project in Minas Gerais has confirmed high-grade, near-surface mineralization for both rare earths and titanium. Surface samples have yielded impressive grades, with some reaching up to 6759 ppm Total Rare Earth Oxides (TREO), 2192 ppm Magnetic Rare Earth Oxides (MREO), and 12% Titanium Dioxide (TiO₂). News reports further indicate observed surface sample grades up to 28,870 ppm TREO and 23.2% TiO₂ across the 68,550-acre property. Auger drilling results from this project show average grades of 2314 ppm TREO, 522 ppm MREO, and 11% TiO₂. These figures underscore the significant resource potential and the quality of the deposits.
• Graphite (Malacacheta Project): At the Malacacheta Project in Minas Gerais, JUPGF has identified significant graphite schist bodies. Initial processing and analytical characterization of natural graphite ore from this project achieved up to 96.6% graphitic carbon in a premium large-flake fraction, with surface samples containing up to 15.4% graphitic carbon. This high-purity, large-flake graphite is particularly valuable for lithium-ion battery anodes, a critical component in the electric vehicle revolution.
• Iporá Rare Earths Project (Option Property): Initial processing studies for the Iporá Rare Earths Project in Goiás State have demonstrated recovery rates exceeding 60% for high-value magnetic rare earths. This indicates efficient extraction potential for some of the most sought-after rare earth elements.

For investors, these technological capabilities and the resulting high-grade discoveries are paramount. They establish a strong competitive moat by demonstrating JUPGF's ability to efficiently identify, delineate, and potentially extract economically viable critical mineral deposits. This directly supports future revenue streams and positions the company as a credible and potentially high-quality supplier in a market increasingly focused on secure and diverse sourcing.

A Diversified Asset Base: Fueling Growth and Stability

JUPGF's strategic approach involves a multi-faceted asset base designed to generate both near-term cash flow and long-term growth from critical minerals. The company holds an extensive portfolio of mineral rights across Brazil, primarily focused on rare earths, graphite, titanium, copper, and nickel. These are strategically located in states such as Minas Gerais, Goiás, Bahia, Ceará, Pará, Piauí, and Tocantins.

A significant strategic initiative is the Option Agreement entered into in December 2024 with Atlas Lithium , which grants JUPGF the exclusive right to acquire 100% of Brazil Mineral Resources Corporation (BMR). BMR holds an additional 60 mineral rights for copper, gold, graphite, nickel, rare earths, and titanium, which, if exercised, would materially expand JUPGF's critical minerals footprint.

To support its long-term critical minerals development, JUPGF is also leveraging existing and planned operations in more traditional mining sectors:

• Quartzite Operation: This quarry in Minas Gerais currently represents JUPGF's sole revenue-generating property. In 2024, it generated gross revenues of $748,654 and a gross profit of $265,694, reflecting a 35.49% gross margin. Production was temporarily paused in April 2025 to implement an updated drainage plan, with an estimated cost of $25,000 to $50,000, and operations are expected to resume by year-end 2025.

• Rio Piracicaba Iron Ore Project: Located in Brazil's renowned Iron Quadrangle, adjacent to Vale S.A.'s Água Limpa mine, this project holds a mining concession. JUPGF has entered into a lease agreement with an unaffiliated third party, an iron ore mining and processing expert. This partnership is expected to generate initial revenues for JUPGF in the fourth quarter of 2025, with a minimum contracted mining volume of 50,000 tons per quarter. The lessee anticipates metallurgical recovery from the raw iron ore (ROM) to be above 50% and potentially as high as 65%. This strategic partnership model allows JUPGF to access near-term cash flow without incurring the full capital expenditure and operational complexities of direct mining and processing.

• Other Mineral Rights: The company also maintains mineral rights for gold and diamonds, which are currently deemed immaterial to its primary business plans but offer future optionality as market conditions evolve.

Financial Trajectory and Capital Strategy

As an exploration-stage company, JUPGF has a limited operating history and has incurred losses since its inception, resulting in an accumulated deficit of $9.15 million as of December 31, 2024. The company reported a net loss of $1.71 million for the year ended December 31, 2024, an increase of 59.83% from $1.07 million in 2023. This increase was primarily driven by a significant rise in operating expenses, which totaled $1.90 million in 2024, an 87.45% increase, largely due to increased stock-based compensation to executives.

JUPGF's liquidity profile reflects its early-stage development, with negative working capital of $563,949 as of December 31, 2024, and current liabilities exceeding current assets. The company's operating cash flow needs have historically been met through debt or equity financing. Net cash used in operating activities in 2024 was $846,948, a slight improvement from $862,696 in 2023, partly due to the gross profit generated by the quartzite operation.

To fund its strategic initiatives and address its "going concern" status, JUPGF recently initiated a public offering. The company estimates net proceeds from this offering to be approximately $7.19 million, potentially increasing to $8.30 million if the underwriters' over-allotment option is fully exercised. These funds are strategically allocated: approximately $1.55 million for Phase 1 of the Alto Paranaíba rare earths project, $2.15 million for the Malacacheta natural graphite project, and up to $8.00 million for the exercise price of the Atlas Lithium Option, should Atlas Lithium elect cash payment. Any surplus funds will be directed towards further exploration phases of the Alto Paranaíba Project, general working capital, and cash reserves. This capital infusion is critical for advancing JUPGF's core critical mineral projects and transitioning towards sustainable, profitable operations.

Competitive Arena: Positioning for Dominance

The global critical minerals market is intensely competitive, characterized by the presence of large, established mining conglomerates and specialized players. JUPGF operates within this dynamic landscape, seeking to carve out a significant niche through its focused strategy in Brazil.

Major global competitors such as Vale S.A. (VALE), BHP Group (BHP), and Rio Tinto (RIO) possess vastly superior financial resources, global operational scale, and diversified portfolios spanning numerous commodities and geographies. These giants benefit from established supply chains, advanced extraction technologies, and significant market power. In contrast, JUPGF, with its smaller scale, aims for agility and specialized market penetration within Brazil. JUPGF's deep regional expertise and direct access to Brazilian mineral rights offer a distinct advantage, potentially enabling more efficient project execution and localized market responsiveness compared to the broader, more globally dispersed operations of its larger rivals.

In the rare earths sector, Lynas Rare Earths stands out as a specialized player with significant processing expertise. While Lynas (LYC) focuses primarily on rare earths, JUPGF's broader critical mineral portfolio, encompassing graphite, titanium, copper, and nickel alongside rare earths, offers a more diversified offering. This diversification could mitigate single-commodity risk and provide greater strategic flexibility. JUPGF's exploration successes, such as the high-grade rare earths and titanium at Alto Paranaíba and the premium graphite at Malacacheta, demonstrate its potential to compete on resource quality and processing efficiency.

JUPGF's competitive advantages, or "moats," are primarily its geographic focus in Brazil, its proprietary mineral rights, and its diversified portfolio of critical minerals. This focus translates into stronger customer loyalty from regional buyers and potentially faster project execution due to localized expertise. The company's strategic partnerships, such as the lease agreement for its iron ore project, allow it to accelerate cash flow generation and leverage external operational expertise, effectively countering the scale advantages of larger competitors. The ongoing geopolitical drive to secure non-Chinese sources of critical minerals further enhances JUPGF's strategic positioning, as Brazil is increasingly viewed as a crucial alternative supply hub.

However, JUPGF's smaller scale presents vulnerabilities, potentially leading to higher operational costs and reduced profitability compared to its larger, more efficient rivals. Its exclusive concentration in Brazil also exposes it to specific local economic, political, and regulatory risks. Despite these challenges, the high barriers to entry in the critical minerals industry—stemming from substantial capital requirements, complex regulatory approvals, and the scarcity of high-quality reserves—serve to protect JUPGF's existing position and its extensive portfolio of mineral rights.

Outlook and Investment Considerations

JUPGF stands at a pivotal juncture, poised to capitalize on the robust demand for critical minerals. The near-term outlook includes the expected resumption of its quartzite operations by year-end 2025 and the commencement of initial revenues from the Rio Piracicaba iron ore project in Q4 2025. These revenue streams are crucial for providing foundational cash flow to support the company's broader critical minerals strategy.

The substantial proceeds from the recent public offering are a significant catalyst, directly funding the advancement of the high-potential Alto Paranaíba rare earths and titanium project and the Malacacheta natural graphite project. The potential exercise of the Atlas Lithium (ATLX) option further represents a substantial expansion opportunity, promising to significantly enhance JUPGF's critical minerals portfolio. The long-term vision is to establish JUPGF as a significant player in the global critical minerals supply chain, leveraging Brazil's rich resources and the increasing global imperative for diversified sourcing. The company's commitment to Environmental, Social, and Corporate Governance (ESG) initiatives, including an ESG Chief and local community programs, further strengthens its social license to operate and aligns with sustainable investment trends.

Key Risks to Monitor

Investing in Atlas Critical Minerals involves a high degree of risk. As an exploration-stage company, there is no guarantee that its mineral properties will ultimately result in commercial extraction, and funds spent on exploration may be lost if economically viable reserves are not established. The company has a limited operating history and has incurred consistent losses, leading to substantial doubt about its ability to continue as a going concern without generating significant profits or securing additional financing.

JUPGF's reliance on capital markets for funding future growth and operations exposes it to financing risks, while its exclusive concentration in Brazil makes it vulnerable to local economic downturns, political instability, and changes in mining and environmental regulations. The volatility of mineral prices, driven by global economic and geopolitical factors, could also significantly impact future profitability. Furthermore, the substantial voting control held by Marc Fogassa, the CEO and Chairman, could limit the influence of other shareholders. The planned 1-for-15 reverse stock split, while intended to facilitate a Nasdaq listing, carries the risk of a decline in stock price and decreased liquidity.

Conclusion

Atlas Critical Minerals (OTCQB:JUPGF) is strategically positioned to emerge as a vital supplier in the rapidly evolving critical minerals landscape. Its decisive pivot towards rare earths, graphite, and titanium in Brazil, underpinned by advanced exploration technologies and promising high-grade discoveries, presents a compelling long-term investment narrative. The company's dual strategy of developing near-term revenue streams from quartzite and iron ore, alongside ambitious critical minerals projects, aims to provide a pathway to sustainable growth.

While JUPGF faces inherent risks associated with its exploration stage, financial challenges, and geographic concentration, the recent capital infusion and strategic partnerships are crucial steps in mitigating these concerns. The global demand for critical minerals, driven by electrification and defense needs, coupled with geopolitical shifts favoring diversified supply, creates a powerful tailwind for JUPGF. Successful execution of its exploration and development plans, coupled with effective capital management and the continued demonstration of its technological edge in resource identification and processing, will be paramount in realizing its potential as a significant player in the global critical minerals supply chain.