As filed with the Securities and Exchange Commission on June 9 , 2021January 28, 2022.

Registration No. 333-256767333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 1 TOFORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BRAZIL MINERALS, INC.

(Exact name of registrant as specified in its charter)

1400

Primary Standard Industrial Classification Code Number

Brazil Minerals, Inc.

1443 E Washington Blvd, Ste 278Rua Vereador João Alves Praes, 95-A

Pasadena, CA 91104Olhos D’Água, Minas Gerais39.398-000

(833) 661-7900Brazil

+55-11-3956-1109

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Marc Fogassa

Chief Executive Officer

1443 E Washington Blvd, 433 North Camden Drive

Suite 278810

Pasadena, Beverly Hills, CA 9110490210

(833) (833) 661-7900

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Anthony Michael Panek, Esq.

Fabian VanCott

215 South State Street, Suite 1200

Salt Lake City, UT 84111

(801) 323-2214

Jay Weil, Esq.

27 Viewpoint Road

Wayne, NJ 07470

(973) 633-5072

Approximate date of commencement of proposed sale of the securities to the public: From time to timeAs soon as practicable after the effective date of this registration statement.Registration Statement

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

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 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, (the “Commission”), acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell and is not solicitingthese securities nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

[●] Units

Each Unit Consisting of

500,000,000 Shares[●] Share(s) of Common Stock Offered by the Selling Security Holder

and

[●] Warrant(s) to Purchase [●] Share(s) of Common Stock

This prospectus relates to a firm commitment public offering of [●] Units (collectively, the offer“Units”, and resaleeach, a “Unit”), at an assumed offering price of up to: (i) 424,012,158$[●] per Unit, based on the assumed public offering price of $[●] per Unit, the last reported bid price of our common stock on the OTCQB on [●], 2022. Each Unit consisting of [●] share(s) of our common stock, $0.001 par value per share, and [●] warrant(s), each exercisable for [●] share of common stock, of Brazil Minerals, Inc., a Nevada corporation (the “Company”). Each warrant is immediately exercisable for [●] share of common stock at an exercise price of $[●] per share (equal to [●]% of the price of each share of common stock sold in this offering), and will expire [●] from the date of issuance. The shares of our Common Stock, par value $0.001 per share (the “Purchase Shares”),common stock and warrants that may be purchased by Triton Funds, LP, a Delaware limited partnership (“Triton Funds”), pursuant to the Common Stock Purchase Agreement dated February 26, 2021 between the Company and Triton Funds (the “CSPA”), and (ii) 75,987,842 shares of our Common Stock, par value $0.001 per share (the “Warrant Shares”), issuable to Triton Funds upon the exercise of warrants by Triton Funds pursuant to the Warrant Agreement dated February 26, 2021 issued by the Company to Triton Funds (the “WA”). Triton Funds is also sometimes referred to herein as the “Selling Security Holder.” The Purchase Shares and Warrant Shares, together, are sometimes referred to herein either as the “Registered Common Stock” or the “Shares.”

We will not receive anypart of the proceeds from the sale of shares of the Registered Common Stock by the Selling Security Holder. However, the CompanyUnits are immediately separable and will receive the proceeds of the sale of the Purchase Shares pursuant to the CSPA and the exercise of the Warrant Shares by Triton Funds pursuant to the WA.

The Selling Security Holder identified in this prospectus may offerbe issued separately. This offering also includes the shares of the Registered Common Stockcommon stock issuable from time to time through public or private transactions at prevailing market prices or at privately negotiated prices. The Selling Security Holder can offer all, some or none of its sharesupon exercise of the Registered Common Stock, thus we have no way of determining the number of shares of Registered Common Stock it will hold after this offering. See “Plan of Distribution.”warrants.

The Selling Security Holder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”). 

Our common stock par value $0.001 per share (the “Common Stock”), is currently quotedtraded on the OTCQB level ofMarketplace (“OTCQB”) operated by the OTC Markets Group, Inc. under the symbol “BMIX.” There is no established trading market for the Warrants and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the Warrants on any national securities exchange or other trading market. Without an active trading market, the liquidity of the Warrants will be limited.

We intend to apply to list our common stock under the proposed symbol “BMIX” and our warrants under the symbol “BMIXW”, both on a national securities exchange such as the Nasdaq Capital Market or NYSE American. No assurance can be given that our application will be approved by any national securities exchange, and we will not consummate this offering unless our common stock and warrants are approved for listing on a national securities exchange.

On June 2, 2021,January 27, 2022, the last reported sale price for our common stock was $0.007 per share. Quotes of stock trading prices on an over-the-counter marketplace may not be indicative of the market price on a national securities exchange.

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” BEGINNING ON PAGE 9 OF THIS PROSPECTUS FOR A DISCUSSION OF INFORMATION THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN OUR SECURITIES.

We have granted to the underwriter a 45-day option, exercisable one or more times in whole or in part, to purchase up to an additional [●] shares of common stock and/or warrants (an amount equal to 15% of the Units sold in the offering, assuming a total of [●] units are sold at the public offering price per Unit of $[●] (which is the last reported closing price of our common stock, was $0.0145.as reported on the OTCQB [●], 2022)) at the public offering price per Unit and, in each case, less the underwriting discounts and commissions, to cover over-allotments, if any.

Investing

We have also agreed to issue to the underwriters warrants to purchase up to an aggregate of [●] shares of our common stock. See “Underwriting” beginning on page 60 for additional information regarding these warrants and underwriting compensation generally.

The underwriters expect to deliver our shares and warrants to purchasers in our Common Stock involves a high degreethis offering on or about [●], 2022.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Sole Book Running Manager

EF HUTTON

division of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” and under similar headings in any amendments or supplements to this prospectus.Benchmark Investments, LLC

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracyThe date of this prospectus. Any representation to the contraryprospectus is a criminal offense.[●], 2022.

TABLE OF CONTENTS

Until

Through and including [●], 2021,2022 (the 25th day after the date of this prospectus), all dealers that effecteffecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to thea dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotmentsallotment or subscriptions.subscription.

You mayshould rely only rely on the information contained in this prospectus or thatin any free writing prospectus we or the underwriters may authorize to be delivered or made available to you. Neither we or the underwriters have referred you to. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offerWe are offering to sell, or a solicitation of an offerand seeking offers to buy, any securities other thanshares of common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the Common Stock offered bydate of this prospectus. This prospectus, does not constitute an offer to sell or a solicitationregardless of an offer to buy any Common Stock in any circumstances in which such offer or solicitation is unlawful. Neither the time of delivery of this prospectus noror of any sale madeof shares of our common stock. Our business, financial condition, operating results and prospects may have changed since that date.

For investors outside of the United States: No action is being taken in connection withany jurisdiction outside of the United States that would permit a public offering of the shares of our common stock or possession or distribution of this prospectus shall, underin any circumstances, createsuch jurisdiction. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any implicationrestrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside of the United States.

In this prospectus, unless the context indicates otherwise, references to “Brazil Minerals, “we,” the “Company,” “our” and “us” refer to Brazil Minerals, Inc., a Nevada corporation, and references to the “Board” or the “Board of Directors” means the Board of Directors of Brazil Minerals, Inc.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that there has beeninvolve substantial risks and uncertainties. The forward-looking statements are contained principally in the sections of this prospectus entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” but are also contained elsewhere in this prospectus. In some cases, you can identify forward-looking statements by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “predict,” “project,” “potential,” “should,” “will,” or “would,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus, we caution you that these statements are based on a combination of facts and factors currently known by us and our expectations of the future, about which we cannot be certain. Forward-looking statements include statements about:

Forward-looking statements are inherently subject to risks and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, we can give no change in our affairs sinceassurance that such expectations will be achieved. Actual events or results may differ materially. Readers are cautioned not to place undue reliance on forward-looking statements. We have no duty to update or revise any forward-looking statements after the date of this prospectus or to conform them to actual results, new information, future events or otherwise.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements.

You should read the risk factors and the other cautionary statements made in this prospectus as being applicable to all related forward-looking statements wherever they appear in this prospectus. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

INDUSTRY AND MARKET DATA

This prospectus contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. We obtained the industry and market data in this prospectus from our own research as well as from industry and general publications, surveys and studies conducted by third parties. This data involves a number of assumptions and limitations and contains projections and estimates of the future performance of the industries in which we operate that are subject to a high degree of uncertainty, including those discussed in “Risk Factors”. We caution you not to give undue weight to such projections, assumptions and estimates. Further, industry and general publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that these publications, studies and surveys are reliable, we have not independently verified the data contained in them. In addition, while we believe that the results and estimates from our internal research are reliable, such results and estimates have not been verified by any independent source.

CAUTIONARY NOTE REGARDING DISCLOSURE OF MINERAL PROPERTIES

We are subject to the reporting requirements of the applicable U.S. securities laws. U.S. reporting requirements currently applicable to us are governed by the Securities Act of 1933, as amended (“Securities Act”), and the Exchange Act of 1934, as amended (“Exchange Act”), including Regulation S-K, Subpart 1300 (“Regulation S-K 1300”).

Under Regulation S-K 1300, mineralization may not be classified as a reserve unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. We are an exploration stage company, and we have no reserves as defined by Regulation S-K 1300.

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this prospectus, including our financial statements and the related notes and the information set forth under the headings “Risk Factors”thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in each case included elsewhere in this prospectus.

Unless the context otherwise requires, references to “we,Operations,” “our,” “us,” or the “Company” in this prospectus mean Brazil Minerals, Inc.

Company Overview

Brazil Minerals is an exploration company with projects in highly strategic minerals, such as lithium, rare earths, titanium, nickel, and cobalt. We own approximately 60% of Apollo Resources Corporation, a company focused on exploration projects in iron, and which is advancing towards operational licensing of its first revenue-producing iron mine. We also own approximately 25% of Jupiter Gold Corporation, a company primarily focused on exploration projects in gold, and which is advancing towards operational licensing of its first revenue-producing quartzite mine. All such mineral projects and properties are in Brazil, and none has “reserves” as such term is defined in Industry Guide 7.

About This Offering

On February 26, 2021, the Company entered into a Common Stock Purchase Agreement (the “CSPA”) with Triton Funds, LP, a Delaware limited partnership (“Triton Funds”), an unrelated third party. Triton Funds was founded by and is managed by students from the University of California, San Diego, and backed by scientific and academic advisory boards. According to Triton Funds, it is the largest student-run investment fund in the United States and focused on “millennial growth ESG” (Environmental, Social and Governance) opportunities. Triton Funds agreedbefore deciding whether to invest up to $2,500,000 in the Company in the formour securities. The occurrence of common stock purchases. Subject to the terms and conditions set forth in the CSPA, the Company agreed to sell to Triton Funds common sharesany of the Company havingevents or developments described below could harm our business, financial condition, operating results, and growth prospects. In such an aggregate value of $2,500,000. Under the CSPA the Company may, in its sole discretion, and subject to the satisfaction of certain conditions, deliver a purchase notice to Triton Funds which states the dollar amount of shares which the Company intends to sell to Triton Funds. The price of the shares to be sold (the “Purchase Shares”) will depend on, among other things,event, the market price of the Company’sour common stock at the time that a purchase notice is delivered. Triton Funds’ obligation to purchase securities is conditioned on an effective registration statement for resalecould decline, and you may lose all or part of the shares being purchasedyour investment. Additional risks and Triton Funds’ ownershipuncertainties not exceeding 9.99% of the issued and outstanding shares of the Company giving effect to such purchase.

In connection with the CSPA, the Company also entered into a Warrant Agreement (the “WA”) under which Triton Funds is granted a two-year right to purchase up to 75,987,842 common shares of the Company (the “Warrant Shares”) subject to the terms and conditions of the WA. The purchase of the Warrants Shares shall exclusively be on a cash basis if there is then an effective registration statement available for resale of such shares.

This prospectus covers the resale of (i) the Purchase Shares, (ii) the Warrant Shares, and (iii) any securities issued or then issuable upon any full anti-dilution protection, stock split, dividend or other distribution, recapitalization or similar event with respect to the shares of Common Stock.

We will not receive any of the proceeds from any sale of shares by Triton Funds. We will receive proceeds from the acquisition by Triton Funds of our Common Stock under the CSPA and through the exercise of warrants under the WA.

Under the CSPA, at any time and from time to time until December 31, 2022, subject to the satisfaction of certain conditions, including, among other things that this registration statement then remains effective and our Common Stock is traded on a stock exchange or on the OTCQB or OTCQX, we shall have the right to require Triton Funds to purchase up to $250,000 (a “Tranche”) in shares of our Common Stock every five business days, until an aggregate of $2,500,000 in shares are purchased. The price per share to be paid by Triton Fundspresently known to us in any such Tranche will be 85% of the lowest traded price ofor that we currently deem immaterial also may impair our Common Stock during the five trading days prior to the closing of the purchase of such Tranche. Additional details can be found in the CSPA which is filed as Exhibit 4.1 to this prospectus.business operations.

Under the WA, at any time and from time to time until February 26, 2023 (the “Exercise Period”), Triton Funds may exercise in one or more occasions (each, a “Warrant Exercise”) its right to purchase an aggregate of up to 75,987,842 Warrant Shares. If this registration statement remains effective at the time of a Warrant Exercise, Triton Funds must exercise on a “cash” basis. In such scenario, we would receive from Triton Funds an amount equal to the number of Warrant Shares being exercised times the Exercise Price, which is computed by dividing $80,000,000 by our then outstanding Common Stock share count on the prior business day. If this registration statement is not effective, Triton Funds may elect to exercise on a “cashless” basis. In such scenario, the following formula would apply:

X = Y (A-B)

A

where X is the number of shares of our Common Stock to be issued to Triton Funds, Y is the number of Warrant Shares that Triton Funds elects to purchase, A is the highest traded price of our Common Stock during the prior thirty trading days and B is the Exercise Price (defined above). Additional details can be found in the WA which is filed as Exhibit 4.2 to this prospectus. 

RISK FACTORS

An investment in the Company’s Common Stock involves a high degree of risk. In determining whether to purchase the Company’s Common Stock, an investor should carefully consider all of the material risks described below, together with the other information contained in this prospectus before making a decision to purchase the Common Stock. An investor should only purchase the Common Stock if he or she can afford to suffer the loss of his or her entire investment.

Business Risks

Our future performance is difficult to evaluate because we have a limited operating history.

Investors should evaluate an investment in us considering the uncertainties encountered by developing companies. Although we were incorporated in 2011, we began to implement our current business strategy in 2016. Our current business strategy is focused on the exploration of strategic minerals and, through specific subsidiaries, the exploration of iron and gold. While we have had a small amount of revenues from the sales of gold and diamonds mined by us, and currently have a small amount of revenue from the sale of sand mined by us and for construction use, we have not realized any revenues to date from the sale of strategic minerals or iron. Our operating cash flow needs have been financed primarily through debt or equity and not through cash flows derived from our operations. As a result, we have little historical financial and operating information available to help you evaluate and predict our future performance. There can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability.

There is substantial doubt about our ability to continue as a going concern.

We have not been profitable and such condition raises substantial doubt about our ability to continue as a going concern. There is uncertainty regarding our ability to implement our business plan and to grow our business to a greater extent than we can with our existing financial resources without additional financing. Our long-term future growth and success is dependent upon our ability to raise additional capital and implement our business plan. There is no assurance that we will be successful in implementing our business plan or that we will be able to generate sufficient cash from operations, sell securities or borrow funds on favorable terms or at all. Our inability to generate significant revenue or obtain additional financing could have a material adverse effect on our ability to fully implement our business plan and grow our business to a greater extent than we can with our existing financial resources.

We are an exploration stage company, and there is no guarantee that our properties will result in the commercial extraction of mineral deposits.

We are engaged in the business of exploring and developing mineral properties with the intention of locating economic deposits of minerals. An economic deposit is a mineral property which can be reasonably expected to generate profits upon extraction and commercialization of its minerals after considering all costs involved. Our property interests are at the exploration stage. Accordingly, it is unlikely that we will realize profits in the short term, and we also cannot assure you that we will realize profits in the medium to long term. Any profitability in the future from our business will be dependent upon development of at least one economic deposit and most likely further exploration and development of other economic deposits, each of which is subject to numerous risk factors.

Further, we cannot assure you that, even if an economic deposit of minerals is located, any of our property interests can be commercially mined. The exploration and development of mineral deposits involves a high degree of financial risk over a significant period which a combination of careful evaluation, experience and knowledge of management may not eliminate. While discovery of additional ore-bearing deposits may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to establish reserves by drilling and to construct mining and processing facilities at a particular site. It is impossible to ensure that our current exploration programs will result in profitable commercial mining operations. The profitability of our operations will be, in part, related to the cost and success of its exploration and development programs which may be affected by several factors. Additional expenditures are required to establish reserves which are sufficient to commercially mine and to construct, complete and install mining and processing facilities in those properties that are mined and developed.

In addition, exploration-stage projects like ours have no operating history upon which to base estimates of future operating costs and capital requirements. Exploration project items, such as any future estimates of reserves, metal recoveries or cash operating costs will to a large extent be based upon the interpretation of geologic data, obtained from a limited number of drill holes and other sampling techniques, as well as future feasibility studies. Actual operating costs and economic returns of all exploration projects may materially differ from the costs and returns estimated, and accordingly our financial condition, results of operations, and cash flows may be negatively affected.

Because the probability of an individual prospect ever having reserves is not known, our properties may not contain any reserves, and any funds spent on exploration and evaluation may be lost.

We are an exploration stage mining company, and we have no “reserves” as such term is defined by Industry Guide 7. We cannot assure you about the existence of economically extractable mineralization at this time, nor about the quantity or grade of any mineralization we may have found. Because the probability of an individual prospect ever having reserves is uncertain, our properties may not contain any reserves and any funds spent on evaluation and exploration may be lost. Even if we confirm reserves on our properties, any quantity or grade of reserves we indicate must be considered as estimates only until such reserves are mined. We do not know with certainty that economically recoverable minerals exist on our properties. In addition, the quantity of any reserves may vary depending on commodity prices. Any material change in the quantity or grade of reserves may affect the economic viability of our properties. Further, our lack of established reserves means that we are uncertain about our ability to generate revenue from our operations.

We face risks related to mining, exploration and mine construction, if warranted, on our properties.

Our level of profitability, if any, in future years will depend to a great degree on prices of minerals set by global markets and whether our exploration-stage properties can be brought into production. It is impossible to ensure that the current and future exploration programs and/or feasibility studies on our existing properties will establish reserves. Whether it will be economically feasible to extract a mineral depends on a number of factors, including, but not limited to: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; mineral prices; mining, processing and transportation costs; the willingness of lenders and investors to provide project financing; labor costs and possible labor strikes; and governmental regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting materials, foreign exchange, environmental protection, employment, worker safety, transportation, and reclamation and closure obligations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us receiving an inadequate return on invested capital.

Our long-term success will depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from our mining activities.

Our long-term success, including the recoverability of the carrying values of our assets, our ability to continue with exploration, development and commissioning and mining activities on our existing projects or to acquire additional projects, will depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from our operations by establishing ore bodies that contain commercially recoverable minerals and to develop these into profitable mining activities. We cannot assure you that any ore body that we extract mineralized materials from will result in achieving and maintaining profitability and developing positive cash flow.

We depend on our ability to successfully access the capital and financial markets. Any inability to access the capital or financial markets may limit our ability to fund our ongoing operations, execute our business plan or pursue investments that we may rely on for future growth.

Until commercial production is achieved from one of our larger projects, we will continue to incur operating and investing net cash outflows associated with among other things maintaining and acquiring exploration properties, undertaking ongoing exploration activities and the development of mines. As a result, we rely on access to capital markets as a source of funding for our capital and operating requirements. We cannot assure you that such additional funding will be available to us on satisfactory terms, or at all.

In order to finance our current operations and future capital needs, we will require additional funds through the issuance of additional equity and/or debt securities. In addition to the proceeds of this offering, we may continue to seek capital through private placement transactions and by utilizing proceeds available under the Triton Equity Line Agreement. Depending on the type and the terms of any financing we pursue, shareholders’ rights and the value of their investment in our shares could be reduced. Any additional equity financing will dilute shareholdings, and new or additional debt financing, if available, may involve restrictions on financing and operating activities. In addition, if we issue secured debt securities, the holders of the debt would have a claim to our assets that would be prior to the rights of shareholders until the debt is paid. Interest on such debt securities would increase costs and negatively impact operating results.

If we are unable to obtain additional financing, as needed, at competitive rates, our ability to fund our current operations and implement our business plan and strategy will be affected, and we would be required to reduce the scope of our operations and scale back our exploration, development and mining programs. There is, however, no guarantee that we will be able to secure any additional funding or be able to secure funding which will provide us with sufficient funds to meet our objectives, which may adversely affect our business and financial position.

Our quarterly and annual operating and financial results and our revenue are likely to fluctuate significantly in future periods.

Our quarterly and annual operating and financial results are difficult to predict and may fluctuate significantly from period to period. Our revenues, net income and results of operations may fluctuate as a result of a variety of factors that are outside our control including, but not limited to, lack of sufficient working capital, equipment malfunction and breakdowns, inability to timely find spare machines or parts to fix the broken equipment, regulatory or licensing delays and severe weather phenomena.

We may be unable to find sources of funding if and when needed, resulting in the failure of our business.

As of today, we need additional equity or debt financing beyond our existing cash to operate. In addition to the proceeds of this offering, we may continue to seek capital through private placement transactions and by utilizing proceeds available under the Triton Equity Line Agreement. This additional financing may not become available and, if available, may not be available on terms that are acceptable to us. If we do obtain acceptable funding, the terms and conditions of receiving such capital would likely result in further dilution. If we are not successful in raising capital or sufficient capital, we will have to modify our business plans and substantially reduce or eliminate operations, or even seek reorganization. In these events, the holders of our securities could lose a substantial part or all of their investment.

Our ability to manage growth will have an impact on our business, financial condition and results of operations.

Future growth may place strains on our financial, technical, operational and administrative resources and cause us to rely more on project partners and independent contractors, potentially adversely affecting our financial position and results of operations. Our ability to grow will depend on several factors, including:

We may not be successful in upgrading our technical, operational and administrative resources or increasing our internal resources sufficiently to provide certain of the services currently provided by third parties, and we may not be able to maintain or enter into new relationships with project partners and independent contractors on financially attractive terms, if at all. Our inability to achieve or manage growth may materially and adversely affect our business, results of operations and financial condition.

We depend upon Marc Fogassa, our Chief Executive Officer and Chairman.

Our success is largely dependent upon the personal efforts of Marc Fogassa, our Chief Executive Officer and Chairman. Currently he is the only member of our management team that is fluent and fully conversant in both Portuguese, the language of Brazil, and English. The loss of the services of Mr. Fogassa would have a material adverse effect on our business and prospects. We maintain key-man life insurance on the life of Mr. Fogassa. See “Management.“Management.”

Our growth will require new personnel, which we will be required to recruit, hire, train and retain.

Our ability to recruit and assimilate new personnel will be critical to our performance. We will be required to recruit additional personnel and to train, motivate and manage employees, which may adversely affect our plans.

OurCertain executive officers and directors may be in a position of conflict of interest.

Some of our directors and officers currently also serve as directors and officers of other companies involved in natural resource exploration. In particular, Marc Fogassa, our Chief Executive and Chairman, also serves as chief executive officer and director of Apollo Resources Corporation (“Apollo Resources”) and Jupiter Gold Corporation (“Jupiter Gold”) and. Joel Monteiro, Esq., one of our officers, is a director in both Apollo Resources Corporation (“Apollo Resources”).and Jupiter Gold has gold and quartzite projectsGold. Areli Nogueira, one of our officers, is a director in Brazil, andJupiter Gold. We have partial equity ownership in both Apollo Resources has iron projects in Brazil. Currently, we own a minority stake inand Jupiter Gold and a majority stake in Apollo Resources.Gold. There exists the possibility that such directors and officersone or more of these individuals, or others, may in the future be in a position of conflict of interest. Any decision made by such persons involving us will be made in accordance with their duties and obligations to deal fairly and in good faith with us and such other companies. In addition, any such officer or directors will declare, and refrain from voting on, any matter in which they may have a material interest.

Regulatory and Industry Risks

The mining industry subjects us to several risks.

In our operations, we are subject to the risks normally encountered in the mining industry, such as:

The nature of these risks is such that liabilities could exceed any applicable insurance policy limits or could be excluded from coverage. There are also risks against which we cannot insure or against which we may elect not to insure. The potential costs which could be associated with any liabilities not covered by insurance, or in excess of insurance coverage, or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting our future earnings and competitive position and, potentially our financial viability.

Our mineral projects will be subject to significant governmental regulations.

Mining activities in Brazil are subject to extensive federal, state, and local laws and regulations governing environmental protection, natural resources, prospecting, development, production, post-closure reclamation costs, taxes, labor standards and occupational health and safety laws and regulations, including mine safety, toxic substances and other matters. The costs associated with compliance with such laws and regulations can be substantial. In addition, changes in such laws and regulations, or more restrictive interpretations of current laws and regulations by governmental authorities, could result in unanticipated capital expenditures, expenses, or restrictions on, or suspensions of our operations and delays in the development of our properties.

We will be required to obtain governmental permits in order to conduct development and mining operations, a process which is often costly and time-consuming.

We are required to obtain and renew governmental permits for our exploration activities and, prior to developing or mining any mineralization that we discover, we will be required to obtain new governmental permits. Obtaining and renewing governmental permits is a complex, costly and time-consuming process. The timeliness and success of permitting efforts are contingent upon many variables not within our control, including the interpretation of permit approval requirements administered by the applicable permitting authority. We may not be able to obtain or renew permits that are necessary to our planned operations or the cost and time required to obtain or renew such permits may exceed our expectations. Any unexpected delays or costs associated with the permitting process could delay the exploration, development or operation of our properties, which in turn could materially adversely affect our future revenues and profitability. In addition, key permits and approvals may be revoked or suspended or may be changed in a manner that adversely affects our activities.

Private parties, such as environmental activists, frequently attempt to intervene in the permitting process and to persuade regulators to deny necessary permits or seek to overturn permits that have been issued. Obtaining the necessary governmental permits involves numerous jurisdictions, public hearings and possibly costly undertakings. These third-party actions can materially increase the costs and cause delays in the permitting process and could cause us to not proceed with the development or operation of a property. In addition, our ability to successfully obtain key permits and approvals to explore for, develop, operate and expand operations will likely depend on our ability to undertake such activities in a manner consistent with the creation of social and economic benefits in the surrounding communities, which may or may not be required by law. Our ability to obtain permits and approvals and to successfully operate in particular communities may be adversely affected by real or perceived detrimental events associated with our activities.

Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures.

Environmental regulations mandate, among other things, the maintenance of air and water quality standards, and the rules on land development and reclamation. They also set forth limitations on the generation, transportation, storage, and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for mining companies and their officers, directors and employees. In connection with our current exploration activities or with our prior mining operations, we may incur environmental costs that could have a material adverse effect on our financial condition and results of operations. Any failure to remedy an environmental problem could require us to suspend operations or enter into interim compliance measures pending completion of the required remedy.

Moreover, governmental authorities and private parties may bring lawsuits based upon damage to property and injury to persons resulting from the environmental, health and safety impacts of prior and current operations, including operations conducted by other mining companies many years ago at sites located on properties that we currently own or formerly owned. These lawsuits could lead to the imposition of substantial fines, remediation costs, penalties and other civil and criminal sanctions. We cannot assure you that any such law, regulation, enforcement or private claim would not have a material adverse effect on our financial condition, results of operations or cash flows.

Our operations face substantial regulation of health and safety.

Our operations are subject to extensive and complex laws and regulations governing worker health and safety across our operating regions and our failure to comply with applicable legal requirements can result in substantial penalties. Future changes in applicable laws, regulations, permits and approvals or changes in their enforcement or regulatory interpretation could substantially increase costs to achieve compliance, lead to the revocation of existing or future exploration or mining rights or otherwise have an adverse impact on our results of operations and financial position.

Our mines are inspected on a regular basis by government regulators who may issue citations and orders when they believe a violation has occurred under local mining regulations. If inspections result in an alleged violation, we may be subject to fines, penalties or sanctions and our mining operations could be subject to temporary or extended closures.

In addition to potential government restrictions and regulatory fines, penalties or sanctions, our ability to operate (including the effect of any impact on our workforce) and thus, our results of operations and our financial position (including because of potential related fines and sanctions), could be adversely affected by accidents, injuries, fatalities or events detrimental (or perceived to be detrimental) to the health and safety of our employees, the environment or the communities in which we operate.

Our operations are subject to extensive environmental laws and regulations.

Our exploration, development, mining and processing operations are subject to extensive laws and regulations governing land use and the protection of the environment, which generally apply to air and water quality, protection of endangered, protected or other specified species, hazardous waste management and reclamation. We have made, and expect to make in the future, significant expenditures to comply with such laws and regulations. Compliance with these laws and regulations imposes substantial costs and burdens, and can cause delays in obtaining, or failure to obtain, government permits and approvals which may adversely impact our closure processes and operations.

Increased global attention or regulation of consumption of water by industrial activities, as well as water quality discharge, and on restricting or prohibiting the use of cyanide and other hazardous substances in processing activities could similarly have an adverse impact on our results of operations and financial position due to increased compliance and input costs.

Mineral prices are subject to unpredictable fluctuations.

Portions of our revenues may come from the extraction and sale of minerals. The price of minerals may fluctuate widely and is affected by numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities, increased production due to new extraction developments and improved extraction and production methods and technological changes in the markets for the end products. The effect of these factors on the price of minerals, and therefore the economic viability of any of our exploration properties, cannot accurately be predicted.

Country and Currency Risks

Our ability to execute our business plan depends primarily on the continuation of a favorable mining environment in Brazil and our ability to freely sell our minerals.

Mining operations in Brazil are heavily regulated. Any significant change in mining legislation or other changes in Brazil’s current mining environment may slow down or alter our business prospects. Further, countries in which we may wish to sell our mined minerals may impose special taxes, tariffs, or otherwise place limits and controls on consumption of our mined minerals.

The perception of Brazil by the international community may affect us.

Brazil’s political environment and its environmental policies, in particular the preservation of the Amazon rain forest, are continuously scrutinized by the global media. If Brazil’s situation or policies are perceived as being inadequate, we may lose the interest of investor groups or potential buyers of our minerals, which will have a negative impact on us.

Exposure to foreign exchange fluctuations and capital controls may adversely affect our costs, earnings and the value of some of our assets.

Our reporting currency is the U.S. dollar; however, we conduct our business in Brazil utilizing the Brazilian real. A large portion of our operating expenses are incurred in Brazilian real. An appreciation of the Brazilian real against the U.S. dollar would increase our costs in U.S. dollar terms. Our consolidated financials are directly impacted by movements in the Brazilian real to U.S. dollar exchange rate.

While not expected, Brazil may choose to adopt measures to restrict the entry of U.S. dollars or the repatriation of capital across borders. These measures would have a number of negative effects on us, reducing the immediately available capital that we could otherwise deploy for investment opportunities or the payment of expenses, and the ability to repatriate any profits.

Common Stock Risks

Our Common Stockcommon stock price may be volatile.

The market price of our Common Stockcommon stock has been and is likely to continue to be volatile and could fluctuate in price in response to various factors, many of which are beyond our control, including the following:

In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of any company. These market fluctuations may also materially and adversely affect the market price of our Common Stockcommon stock regardless of our actual operations and the results from those operations.

BecauseThere is no assurance that an active, liquid and orderly trading market will develop for our Common Stock tradescommon stock or what the market price of our common stock will be and, as a result, it may be difficult for you to sell your shares of our common stock.

Since we became a publicly traded company in April 2012, there has been a limited public market for shares of our common stock on the overOTCQB. We do not yet meet the counter (OTC)initial listing standards of the Nasdaq Capital Market, NYSE American, or other similar national securities exchange. Although we intend to apply for listing on a national securities exchange and uplist concurrently upon completion of this offering, no assurances can be given that we will be successful. Until our common stock is listed on that market or a broader exchange, we anticipate that it will remain quoted on the OTCQB. In that venue, investors may find it difficult to obtain accurate quotations as to the market value of our common stock. In addition, if we fail to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling our common stock, which may further affect liquidity. This could also make it more difficult to raise additional capital.

We cannot predict the extent to which investor interest in our Company will lead to the development of a more active trading market on the OTCQB, whether we will meet the initial listing standards of the Nasdaq Capital Market, NYSE American, or other similar national securities exchange, or how liquid that market might become. If an active trading market does not develop, you may not be able to buy and sell our Common Stock at optimum prices and you may face liquidity issues.

The trading and quotationhave difficulty selling any of the shares of our Common Stock on otcmarkets.com imposes, among others, the following risks:common stock that you buy.

Our Common Stockcommon stock is currently defined as “penny stock” and the rules imposed on the sale of the shares may affect your ability to resell any shares you may purchase, if at all.

Our Common Stockcommon stock currently trades below $5 and is therefore defined as a “penny stock” under the Securities Exchange Act of 1934 (the “Exchange Act”). The Exchange Act and penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities..securities. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser’s written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our Common Stockcommon stock and may consequently affect a stockholder’s ability to resell any of our shares in the public markets.

We do not intend to pay regular future dividends on our Common Stockcommon stock and thus stockholders must look to appreciation of our Common Stockcommon stock to realize a gain on their investments.

We have never paid a dividend and we do not have any plans to pay dividends in the foreseeable future. Our future dividend policy is within the discretion of our Board of Directors and will depend upon various factors, including future earnings, if any, our capital requirements and general financial condition, and other factors. Accordingly, stockholders must look solely to appreciation of our Common Stockcommon stock to realize a gain on their investment. This appreciation may not occur or may occur only over a longer timeframe.

We may seek to raise additional funds, finance acquisitions, or develop strategic relationships by issuing securities that would dilute your ownership.

We may largely finance our operations by issuing equity securities, which may materially reduce the percentage ownership of our existing stockholders. Furthermore, any newly issued securities could have rights, preferences, and privileges senior to those of our existing Common Stock.common stock. Moreover, any issuances by us of equity securities may be at or below the prevailing market price of our stock and in any event may have a dilutive impact on ownership interest of existing common stockholders, which could cause the market price of our Common Stockcommon stock to decline. We may also raise additional funds through the incurrence of debt or the issuance or sale of other securities or instruments senior to our Common Stock. The holders of any debt securities or instruments that we may issue could have rights superior to the rights of our common stockholders.

Our Series A Preferred Stock has the effect of concentrating voting control over us in Marc Fogassa, our Chief Executive Officer and Chairman.

One share of our Series A Preferred Stock is issued, outstanding and held since 2012 by Marc Fogassa, our Chief Executive Officer and Chairman. The Certificate of Designations, Preferences and Rights of our Series A Convertible Preferred provides that for so long as Series A Preferred Stock is issued and outstanding, the holders of Series A Preferred Stock shall vote together as a single class with the holders of our Common Stock,common stock, with the holders of Series A Preferred Stock being entitled to 51% of the total votes on all matters regardless of the actual number of shares of Series A Preferred Stock then outstanding, and the holders of Common Stockcommon stock and any other class or series of capital stock entitled to vote with the Common Stockcommon stock being entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power. As a result, you may have limited ability to impact our operations and activities.

Marc Fogassa, our Chief Executive Officer and member of our Board of Directors, owns greater than 50% of the Company’s voting securities, which will cause us to be deemed a “controlled company” under the rules of Nasdaq or NYSE.

As a result of his ownership of all issued and outstanding shares of our Series A Preferred Stock, Mr. Fogassa, our Chief Executive Officer and member of our Board of Directors, holds more than 50% of our voting securities (and will continue to own more than 50% of our outstanding voting securities upon consummation of the offering), and as such, we are a “controlled company” under the rules of Nasdaq or NYSE. Under these rules, a company of which more than 50% of the voting power is held by an individual, a group or another company is a “controlled company” and, as such, can elect to be exempt from certain corporate governance requirements, including requirements that:

As a “controlled company,” we may elect to rely on some or all of these exemptions, and we currently intend to take advantage of all of these exemptions. Accordingly, should the interests of Mr. Fogassa differ from those of other stockholders, the other stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq or NYSE corporate governance standards. Even if we do not avail ourselves of these exemptions, our status as a controlled company could make our common stock less attractive to some investors or otherwise harm our stock price.

You will need to keep records of your investment for tax purposes.

Each purchase or sell of securities, including our Common Stock,common stock, may result in tax consequences for you. We will not keep tax records for you. You, or someone on your behalf, will be required to keep your own tax records with regard to your transactions involving our securitiessecurities.

Risks Related To This Offering And The Reverse Stock Split

Our stock price may be volatile, and you could lose all or part of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSyour investment.

The trading price of our common stock following this offering may fluctuate substantially and may be higher or lower than the public offering price. This prospectus contains forward-looking statements. Such forward-looking statements includemay be especially true for companies with a small public float. The trading price of our common stock following this offering will depend on several factors, including those that express plans, anticipation, intent, contingency, goals, targetsdescribed in this “Risk Factors” section, many of which are beyond our control and may not be related to our operating performance. These fluctuations could cause you to lose all or future development and/part of your investment in our securities since you might be unable to sell your shares at or otherwise are not statements of historical fact. These forward-looking statements are based on our current expectations and projections about future events and they are subject to risks and uncertainties known and unknownabove the price you paid in this offering. Factors that could cause actualfluctuations in the trading price of our common stock include:

In addition, the stock market in general, and developmentsthe market for technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to differ materially fromthe operating performance of those expressed or implied in such statements.

In some cases, you can identify forward-looking statements by terminology,companies. Broad market and industry factors, as well as general economic, political and market conditions such as “expects”, “anticipates”, “intends”, “estimates”, “plans”, “potential”, “possible”, “probable”, “believes”, “seeks”, “may”, “will”, “should”, “could”recessions or interest rate changes, may seriously affect the negativemarket price of our common stock, regardless of our actual operating performance. These fluctuations may be even more pronounced in the trading market for our stock shortly following this offering. If the market price of our common stock after this offering does not exceed the per Unit public offering price, you may not realize any return on your investment in us and may lose some or all of your investment.

Further, in the past, following periods of volatility in the overall market and the market prices of particular companies’ securities, securities class action litigations have often been instituted against these companies. Litigation of this type, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources. Any adverse determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments.

You will experience dilution as a result of future equity offerings.

We may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock. Although no assurances can be given that we will consummate a future financing, in the event we do, or in the event we sell shares of common stock or other securities convertible into shares of our common stock in the future, additional and potentially substantial dilution will occur. In addition, investors purchasing shares or other securities in the future could have rights superior to investors in this offering.

We have not paid cash dividends in the past and do not expect to pay dividends in the future. Any return on investment will likely be limited to the value of our common stock.

We have never paid cash dividends on our common stock and do not anticipate doing so in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting us at such time as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates.

Since we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, stock price appreciation, if any, will be your sole source of gain.

We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business. In addition, the terms of any future debt agreements may preclude us from paying dividends. As a result, appreciation, if any, in the market price of our common stock will be your sole source of gain for the foreseeable future.

We may need additional capital, and we may be unable to obtain such capital in a timely manner or on acceptable terms, or other similar expressions. Accordingly, these statements involve estimates, assumptionsat all. Furthermore, our future capital needs may require us to sell additional equity or debt securities that may dilute our stockholders or introduce covenants that may restrict our operations or our ability to pay dividends.

To grow our business and uncertainties that could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this prospectus.

You should read this prospectus and the documents thatremain competitive, we reference herein and have filed as exhibits to the Registration Statement on Form S-1, of which this prospectus is part, completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only. Because the risk factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emergerequire additional capital from time to time for our daily operation. In addition to the proceeds of this offering, we may continue to seek capital through private placement transactions and itby utilizing proceeds available under the Triton Equity Line Agreement. Our ability to obtain additional capital is not possible forsubject to a variety of uncertainties, including:

We may be unable to obtain additional capital in a timely manner or on acceptable terms or at all. In addition, our future capital needs and other business reasons could require us to predictsell additional equity or debt securities or obtain a credit facility. The sale of additional equity or equity-linked securities could dilute our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations or our ability to pay dividends to our stockholders.

Our existing stockholders have substantial influence over our company and their interests may not be aligned with the interests of our other stockholders, which factors will arise. In addition, we cannot assessmay discourage, delay or prevent a change in control of our company, which could deprive our stockholders of an opportunity to receive a premium for their securities.

As of the impactdate of each factor onthis prospectus, certain stockholders control approximately [●]% of the voting power in us, including management. As a result, these stockholders have substantial influence over our business, including decisions regarding mergers, consolidations and the sale of all or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualifysubstantially all of our assets, election of directors and other significant corporate actions. This concentration of ownership may discourage, delay or prevent a change in our control, which could deprive our stockholders of an opportunity to receive a premium for their shares as part of any contemplated sale of our Company and may reduce the information presentedprice of our common stock.

Investors in this prospectus,offering will experience immediate and particularly our forward-looking statements, by these cautionary statements.substantial dilution in net tangible book value.

USE OF PROCEEDS

WeThe public offering price per Unit will not receive any ofbe substantially higher than the proceeds from any sale of shares by Triton Funds. We will receive proceeds from the acquisition by Triton Fundsnet tangible book value per share of our Common Stock underoutstanding shares of common stock. As a result, investors in this offering will incur immediate dilution of $[●] per share, based on the CSPA and throughassumed public offering price of $[●] per Unit, the exerciselast reported bid price of warrants underour common stock on the WA (each defined belowOTCQB on [●], 2022. Investors in this offering will pay a price per share that substantially exceeds the “Selling Security Holder” section).book value of our assets after subtracting our liabilities. See “Dilution” for a more complete description of how the value of your investment will be diluted upon the completion of this offering.

DETERMINATION OF OFFERING PRICE

The Selling Security Holder will sell the shares offered by this prospectus at prevailing market prices or privately negotiated prices.

DILUTION

The shares registered under this registration statement are not being offered by us. The shares are being registered for resale by the Selling Security Holder.

 SELLING SECURITY HOLDER

The warrants are speculative in nature.

This prospectus covers the

The warrants offered in this offering of up to 500,000,000 Shares being offered by the Selling Security Holder, which includes the Purchase Shares and the Warrant Shares. We are registering the Shares in order to permit the Selling Security Holder to offer the Shares for resale from time to time.

Triton Funds LP

On February 26, 2021, the Company entered into a Common Stock Purchase Agreement (the “CSPA”) with Triton Funds, LP, a Delaware limited partnership (“Triton Funds” or “Selling Security Holder”), an unrelated third party. Triton Funds was founded by and is managed by students from the University of California, San Diego, and backed by scientific and academic advisory boards. According to Triton Funds, it is the largest student-run investment fund in the United States and focused on “millennial growth ESG” (Environmental, Social and Governance) opportunities. Triton Funds agreed to invest up to $2,500,000 in the Company in the formdo not confer any rights of common stock purchases. Subjectownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the terms and conditions set forth in the CSPA, the Company agreedright to sell to Triton Funds commonacquire shares of our common stock at a fixed price for a limited period of time. Specifically, commencing on the Company havingdate of issuance, holders of the warrants may exercise their right to acquire the common stock and pay an aggregate valueexercise price of $2,500,000. Under[●]% of the CSPA the Company may, in its sole discretion, and subject to the satisfaction of certain conditions, deliver a purchase notice to Triton Funds which states the dollar amount of shares which the Company intends to sell to Triton Funds. Thepublic offering price of the sharesUnits in this offering, prior to [●] years from the date of issuance, after which date any unexercised warrants will expire and have no further value. There can be sold (the “Purchase Shares”) will depend on, among other things,no assurance that the market price of the Company’scommon stock atwill ever equal or exceed the time that a purchase notice is delivered. Triton Funds’ obligation to purchase securities is conditioned on an effective registration statement for resaleexercise price of the shares being purchasedwarrants, and Triton Funds’ ownership not exceeding 9.99%consequently, whether it will ever be profitable for holders of the warrants to exercise the warrants.

Our management will have broad discretion over the use of proceeds from this offering and may not use the proceeds effectively.

Our management will have broad discretion over the use of proceeds from this offering. We intend to use the net proceeds from this offering for exploration, including drilling and assessment of deposits and reserves, if any, as well as capital expenditures, and working capital. We may also use our net proceeds to acquire and invest in complementary technologies or businesses; however, we currently have no agreements or commitments to complete any such transaction. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not improve our operating results or enhance the value of our securities.

Our expected use of net proceeds from this offering represents our current intentions based upon our present plans and business condition. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering. The amounts and timing of our actual use of the net proceeds will vary depending on numerous factors, including amount of cash used in our operations, which can be highly uncertain, subject to substantial risks and can often change. Our management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds of this offering.

The failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our stockholders. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.

The proposed reverse stock split could cause our stock price to decline relative to its value before the split and decrease the liquidity of shares of our common stock.

We plan to effect a reverse stock split of our issued and outstanding shares ofcommon stock immediately following the Company giving effect to such purchase.

Under the CSPA, at any time and from time to time until December 31, 2022, subject to the satisfaction of certain conditions, including, among other things, that this registration statement then remains effective and our Common Stock is traded on a stock exchange or on the OTCQB or OTCQX, we shall have the right to require Triton Funds to purchase up to $250,000 (a “Tranche”) in shares of our Common Stock every five business days, until an aggregate of $2,500,000 in shares are purchased. The price per share to be paid by Triton Funds to us in any such Tranche will be 85% of the lowest traded price of our Common Stock during the five trading dayseffectiveness but prior to the closing of this offering in order to achieve a sufficient increase in our stock price to enable us to qualify for listing on the purchaseNasdaq or the NYSE American. There is no assurance that that the reverse stock split will not cause an actual decline in the value of our outstanding common stock. The liquidity of the shares of our common stock may be affected adversely by the reverse stock split given the reduced number of shares that will be outstanding following the reverse stock split, especially if the market price of our common stock does not increase as a result of the reverse stock split. In addition, the reverse stock split may increase the number of stockholders who own odd lots (less than 100 shares) of our common stock, creating the potential for such Tranche.stockholders to experience an increase in the cost of selling their shares and greater difficulty effecting such sales.

InFollowing the proposed reverse stock split, we cannot assure you that we will be able to continue to comply with listing standards of the Nasdaq, NYSE American, or other national securities exchange,

We intend to apply for listing of our common stock on the Nasdaq or NYSE American in connection with this offering. Following the CSPA,proposed reverse stock split, we expect that our common stock will be eligible to be quoted on Nasdaq or NYSE American. For our common stock to be so listed, we must meet the Company also entered intocurrent Nasdaq or NYSE American listing standards, including the minimum bid price requirement. There can be no assurance that the market price of our common stock following the reverse stock split will remain at the level required for continuing compliance with the minimum bid price requirement of Nasdaq or NYSE American. It is not uncommon for the market price of a Warrant Agreement (the “WA”) under which Triton Funds is grantedcompany’s common stock to decline in the period following a two-year right to purchase up to 75,987,842reverse stock split. If the market price of our common sharesstock declines following the effectuation of the Company (the “Warrant Shares”) subjectreverse stock split, the percentage decline may be greater than would occur in the absence of a reverse stock split. In addition, other factors unrelated to the terms and conditions of the WA. The purchase of the Warrants Shares shall exclusively be on a cash basis if there is then an effective registration statement available for resale of such shares. . If, at any time during the exercise period, there is no effective registration statement of the Company covering Triton Funds’ immediate resale of the Warrant Shares without any limitations, then Triton Funds may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, according to the following formula:

X = Y (A-B)

A

where X is the number of shares of our Common Stock to be issued to Triton Funds, Y iscommon stock outstanding, such as negative financial or operational results, could adversely affect the number of Warrant Shares that Triton Funds elects to purchase, A is the Market Price (defined below), and B is the Exercise Price (defined below). “Market Price” means the highest tradedmarket price of our Common Stock duringcommon stock and jeopardize our ability to meet or maintain Nasdaq’s or NYSE American’s minimum bid price requirement. If we fail to comply with the prior thirty trading days. Exercise Price means $80,000,000 divided byminimum bid price requirement, our then current outstanding Common Stock share countsecurities could be delisted.

In addition to the minimum bid price requirement for continuing compliance with Nasdaq or NYSE American listing rules, we cannot assure you that we will be able to comply with the other standards that we are required to meet in order to maintain a listing of our common stock and/or warrants on Nasdaq or NYSE American. For example, we may lose an independent director on our Audit Committee, who cannot readily be replaced. Our failure to meet these requirements may result in our common stock and/or warrants sold in this offering being delisted from Nasdaq or NYSE American, irrespective of our compliance with the minimum bid price requirement.

If our common stock were to be delisted from Nasdaq or NYSE American, our common stock could continue to trade on the prior business day. Inover-the-counter bulletin board or OTCQB Market following any Warrant Exercise,delisting from Nasdaq or NYSE American, or on the amount to be received by us isOTC Pink Sheets. Any such delisting of our common stock could have an adverse effect on the numbermarket price of, Warrant Shares sold by Triton Funds multiplied byand the Exercise Price.

The table below lists the Selling Security Holder and other information regarding the “beneficial ownership”efficiency of the sharestrading market for, our common stock, not only in terms of Common Stock by the Selling Security Holder. In accordance with Rule 13d-3 of the Exchange Act, “beneficial ownership” includes any shares of Common Stock as to which the Selling Security Holder has sole or shared voting power or investment power and any shares of Common Stock the Selling Security Holder has the right to acquire within 60 days.

The Selling Security Holder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

The second column indicates the number of shares that can be bought and sold at a given price, but also through delays in the timing of Common Stock beneficially ownedtransactions and less coverage of us by securities analysts, if any. Also, as we are seeking additional equity capital, it could have an adverse effect on our ability to raise capital in the Selling Security Holder,public or private equity markets.

USE OF PROCEEDS

We estimate that the net proceeds from the sale of Units in this offering will be approximately $[●], or approximately $[●] if the underwriter exercises in full its option to purchase additional Units, based on its ownershipan assumed public offering price of $[●] per Unit, the last reported bid price of our common stock on the OTCQB as reported on [●], 2022, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. This estimate excludes the proceeds, if any, from the exercise of June 1, 2021. The second column also assumes the purchasewarrants in this offering. If all of all shares of stockthe warrants sold in this offering were to be acquired underexercised in cash at an assumed exercise price of $[●], the maximum numberlast reported bid price of securities toour common stock on the OTCQB as reported on [●], 2022 per share, we would receive additional net proceeds of approximately $[●]. We cannot predict when or if these warrants will be sold by the Company to the Selling Security Holder, without regard to any limitations on purchase described in this prospectus orexercised. It is possible that these warrants may expire and may never be exercised. Each $1.00 increase (decrease) in the CSPAassumed public offering price per Unit would increase (decrease) the net proceeds to us from this offering by approximately $[●], or WA.

The third column listsapproximately $[●] if the shares of Common Stock being offered by this prospectus by the Selling Security Holder.

This prospectus covers the resale of (i) the Purchase Shares, (ii) the Warrant Shares, and (iii) any securities issued or then issuable upon anyunderwriter exercises its over-allotment option in full, anti-dilution protection, stock split, dividend or other distribution, recapitalization or similar event with respect to the shares of Common Stock.

Because the issuance price of the Common Stock may be adjusted,assuming the number of shares offered by us, as set forth on the cover page of Common Stock that will actually be issuedthis prospectus, remain the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The expected use of net proceeds of this offering represents our current intentions based upon issuanceour present plan and business conditions. As of the Common Stockdate of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering. The amounts and timing of our actual use of net proceeds will vary depending on numerous factors. As a result, management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds of this offering. We intend to use of proceeds from this offering is to expand and accelerate our exploration program leading to the identification and quantitative measurement of our lithium prospective lithium deposits, as well as for exploration for other mineral deposits in our other properties, including drilling and assessment of deposits and reserves, if any, and working capital and general corporate purposes. We may also use some amount of the proceeds for the acquisition of additional mineral rights and/or mines, and mining assets such as earth moving equipment, processing and recovery units, among others. We have presumed that we will receive aggregate gross proceeds of $[●] from this offering (excluding any proceeds received from exercise of the warrants offered as a part of the Units and/or exercise of the over-allotment by the underwriter, if any) and will incur $[●] in offering costs, commissions and fees.

The use of the proceeds represents management’s estimates based upon current business and economic conditions. We reserve the right to use the net proceeds we receive in the offering in any manner we consider to be appropriate. Although we do not contemplate changes in the proposed use of proceeds, to the extent we find that adjustment is required for other uses by reason of existing business conditions, the use of proceeds may be more or less thanadjusted. The actual use of the numberproceeds of sharesthis offering could differ materially from those outlined above as a result of Common Stock beingseveral factors including those set forth under “Risk Factors” and elsewhere in this prospectus.

Pending the use of the net proceeds of this offering, we intend to invest the net proceeds in short-term investment-grade, interest-bearing securities.

DETERMINATION OF OFFERING PRICE

Prior to this offering, there was a limited public market for our common stock. We will determine at what price we may sell the Units offered by this prospectus. As of January 27, 2022, the closing bid price for our common stock as reported on the OTCQB was $0.007 per share. The Selling Security Holder can offer all, some or none of its shares of Common Stock, thusprincipal factors to be considered when determining the number of shares of Common Stock it will hold after thispublic offering is indeterminate. However, the fourth and fifth columns assume that the Selling Security Holder will sell all shares of Common Stock covered by this prospectus. See “Plan of Distribution.”price include: