Item 1.01. Entry into a Material Definitive Agreement.
On March 10, 2021, the Company sent to the Heather U. Baines and Lloyd McAdams
AB Living Trust dated 8-1-2001 (the "Trust") the required 60-day notice of
redemption (the "Notice of Redemption") of the Senior Secured Convertible
Promissory Note dated January 8, 2014 from Brazil Minerals, Inc. to the order of
the Trust (the "Promissory Note"). Based upon the date that the Notice of
Redemption was given, the Company would have been entitled to repurchase the
Promissory Note and extinguish it on May 9, 2021. On May 6, 2021, the Trust
informed the Company of its decision to convert the outstanding principal and
accrued interest of the Promissory Note into 86,246,479 common shares of the
Company.
On May 6, 2021, the Company informed GW Holdings Group LLC ("GW") of its
intention to pay off the entire principal and accrued interest on a convertible
note in the original principal amount of $270,000 (the "Convertible Note"). On
May 7, 2021, the Company paid $276,391 to GW by wire transfer to complete the
payoff.
After the two transactions stated above, the Company has no outstanding investor
debt on its books.
On April 12, 2021, the Company filed with the Securities and Exchange Commission
a Form 8-K disclosing the following change in the Company's Bylaws:
"The Corporation is prohibited from issuing to a third-party any convertible
loan, note, or debt in which the conversion price decreases if the price of the
common stock of the Corporation decreases."
Item 3.02. Unregistered Sales of Equity Securities.
The first paragraph of Item 1.01 of this Form 8-K is hereby incorporated herein
by reference. On May 7, 2021, the entire outstanding principal and accrued
interest on the Promissory Note held by the Trust was converted into 86,246,479
common shares of the Company. The shares were issued without registration
pursuant an exemption afforded under Section 3(a)(9) of the Securities Act of
1933, as amended.
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ATLAS LITHIUM CORPORATION 
