Sigma Lithium Corp
For the period ended Dec 31, 2025. Filed Mar 30, 2026.
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The yearly report of certain Canadian companies, filed under a joint US and Canadian system. It is the main yearly account these companies give US investors, largely as filed in Canada.
FY2025 · Filed Mar 30, 2026
Use the contents to explore the available documents and sections.
Contents
EX-99.1 · ADDITIONAL INFORMATION
ADDITIONAL INFORMATION
Additional information including corporate governance policies of the Company, directors’ and officers’ remunerationand indebtedness, principal holders of the Company’s securities and options to purchase Common Shares, and securities authorized for issuance under equity compensation plans is contained in the management proxy circular dated June 2 nd, 2025 for the annual and special meeting of the Company held on June 30, 2025, which is available on SEDAR+. Additional financial information is contained in the Company’s comparative financial statements and MD&A as at and for the years ended December 31, 2025 and 2024, which are available on SEDAR+ and on EDGAR.
SCHEDULE “A”
AUDIT, FINANCE AND RISK COMMITTEE CHARTER
February 12,2025
This Audit, Finance and Risk Committee Charter (this “Charter”) has been adopted by the Board (as defined below) as of February 12, 2025 and as amended from time to time.
| 1. | Purpose and Responsibilities |
TheAudit, Finance, and Risk Committeeassists the Board of Directors in overseeing the financial integrity of Sigma Lithium Corporation. The Committee's primary responsibilities include:
**Financial Oversight:**Monitoring the Corporation's financial statements, internal controls, and compliance with laws and regulations.
**Risk Management:**Overseeing the identification, assessment, and management of risks to the Corporation, ensuring that appropriate risk management processes are in place.
**External Auditor Oversight:**Reviewing the performance, independence, and qualifications of the external auditor.
Management is responsible for establishing and maintaining these processes, while the Committee reviews and monitors them.
The external auditor will report directly to the Committee.
| 2. | Committee Composition |
The Committee consists of at least three directors, all of whom must be “independent” in accordance with Sections 1.4 and 1.5 of National Instrument 52-
110 –Audit Committees(“NI 52-110”), and “financially literate” in accordance with Section 1.6 of NI 52-110 (able to understand complex financial statements). Officers of the Corporation who are also directors cannot be members. The Board appoints the Committee annually and designates a chairperson. If a vacancy arises, it must be filled within six months or at the next annual meeting.
| 3. | Risk Oversight |
The Committee plays a key role in overseeing the Corporation's risk management framework, which includes:
Risk Identification: Monitoring the major risks that could impact the Corporation's business, such as financial, operational, legal, and strategic risks.
**Risk Assessment:**Evaluating the effectiveness of the Corporation's processes for assessing and managing these risks.
**Risk Reporting:**Ensuring that the Board is informed about significant risks and the steps management is taking to address them.
| 4. | Reliance on Experts |
Committee members can rely on reports from financial experts (e.g., auditors, lawyers, accountants) to assist in their duties. The Committeemay also seek advice from risk management experts when necessary.
The Committee has the authority to engage independent counsel and other advisors as it determines necessary, including the authority to set and pay the compensation for any advisors employed by the Committee.
| 5. | Limitations |
Committee members must exercise reasonable care and diligence in their duties but are not required to ensure the effectiveness of the Corporation's financial reporting or risk management processes. Their role is to monitor and review, providing reasonable assurance that these processes are working as intended.
| 6. | Audit, Finance, and Risk Committee Responsibilities (General) |
This section outlines how the Committee fulfills its duties related to finance and risk management, covering operating principles, procedures, and specific duties. The Committee does not prepare the financial statements or conduct audits, as these responsibilities lie with management. However, it oversees and reviews these processes to ensure they are effective and compliant.
Operating Principles
**Values:**Ensure compliance with corporate policies and regulations for accurate financial reporting and effective risk management.
Communication: Promote open communication with management, auditors, and staff.
**Delegation:**Delegate tasks to subcommittees or others where appropriate.
**Financial Literacy:**Members must understand financial statements and risks.
**Annual Plan:**Develop a yearly plan with management and auditors.
**Access and Support:**Ensure access to external advisors and auditors for transparency and effective decision-making.
Operating Procedures
Frequency: Meet at least quarterly, with flexibility for additional meetings. Meetings shall be held at the call of the chair of the Committee, at the request of two members of the Committee or at the request of the external auditors.
**Quorum:**A majority of members constitute aquorum.
**Secretary:**The Corporate Secretary will support meetings and documentation.
**Notice.**Notice of the time and place of every meeting shall be given in writing by any means of transmitted or recorded communication, including email or other electronic means that produces a written copy, to each member of the Committee at least 24 hours prior to the time fixed for such meeting; provided, however, that a member of the Committee may in any manner waive a notice of the meeting. Attendance of a member of the Committee at a meeting constitutes waiver of notice of the meeting, except where the member attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting has not been lawfully called.
**Reports:**The Committee reports to the Board those matters that require Board attention.
| 7. | Committee Duties |
| (a) | Financial Reporting: |
**Review Financial Statements and Disclosure:**Assess the accuracy and completeness of financial reports (i.e., financial statements, management’s discussion and analysis, and related press releases) before public disclosure. Ensure financial disclosures are complete and compliant with regulations.
External Auditor Reports: Review reports from external auditors and management representations.
**Procedures:**Ensure adequate procedures are in place to review public disclosure of financial information and periodically assess these procedures.
**Recommendation:**Review and, if appropriate, recommend approval to the Board of annual and quarterly financial statements.
| (b) | Accounting Policies |
**Review and Compliance:**Ensure accounting practices align with IFRS Accounting Standards and assess the quality of financial reporting.
| (c) | Risk Management |
**Financial Risks:**Oversee identification and management of financial risks (market, credit, liquidity, etc.).
Policies: Review and improve risk management policies, including mitigation strategies for specific financial risks.
**Insurance and Legal Risk:**Ensure adequate insurance coverage and review legal/tax risks.
| (d) | Internal Controls |
Evaluate Controls: Review internal controls over financial reporting and fraud prevention measures.
**Complaints and Concerns:**Establish procedures regarding the treatment of complaints received regarding accounting, internal controls, or auditing matters. Establish procedures regarding confidential or anonymous concerns submitted by employees. Address any employee concerns about financial practices andcontrols.
**Hiring Policies:**Review and approve hiring policies regarding persons employed or previously employed by the external auditor or any former external auditors.
| (e) | Compliance |
**Laws and Regulations:**Ensure compliance with financial regulations, tax laws, and other relevant legal requirements.
Tax Filing: Monitor status of tax filings and other legal requirements.
| (f) | External Auditors |
**Appointment:**Oversee the selection and compensation of external auditors, ensuring independence.
**Oversight and Disputes:**Oversee the work of the external auditor, including the resolution of disagreements between management and the external auditor regarding financial reporting.
**Audit Scope:**Discuss the scope and focus of the annual audit.
| (g) | Other Responsibilities |
**Personnel and Resources:**Ensure the quality of financial personnel and resources.
**Non-Audit Services:**Pre-approve any non-audit services provided by external auditors.
**Review Related Party Transactions:**Oversee related party transactions for potential conflicts of interest.
**Review Charter:**Regularly review and update this Charter and ensure its adequacy.
Approved by the Audit, Finance and Risk Committee on February 12, 2025.
SCHEDULE “B” DEFINITIONS
The following is a glossary of certain defined terms used in this AIF. Where the context requires, (i) words importing the singular include the plural andvice versaand (ii) words importing any gender include all genders.
| “2025 Technical Report” | means the technical report titled Technical Report on the Grota do Cirilo Lithium Project, Aracuai and Itinga Regions, Minas Gerais, Brazil, dated January 15, 2025, with an effective date of January 15, 2025. |
|---|---|
| “A10 Fund” | means A10 Investimentos Fundo de Investimento de Ações – Investimento no Exterior. |
| “A10 Investimentos” | Means A10 Investimentos Ltda. |
| “Board” | means the board of directors of the Company. |
| “CAPEX” | means the capital expenditure defined in the 2025 Technical Report. |
| “CBCA” | means the Canada Business Corporations Act. |
| “CIM Definition Standards” | means the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards for Mineral Resources and Mineral Reserves. |
| “cm” | means centimeters. |
| “Common Shares” | means common shares in the capital of the Company. |
| “Company” or “Sigma” | means Sigma Lithium Corporation (formerly named Sigma Lithium Resources Corporation) and, as the context requires, its subsidiaries. |
| “DMS” | means dense medium separation. |
| “EDGAR” | means the Electronic Data Gathering, Analysis, and Retrieval developed for the United States Securities Administrators (www.edgar.com). |
| “GAAP” | means Generally Accepted Accounting Principles. |
| “Industrial Greentech Plant” | means the industrial production plants of the Sigma Lithium. |
| “Green Lithium” | means the 5.1% to 6.0% high grade lithium concentrate produced at the Grota do Cirilo Project. |
| “Green By-Products” | means the low-grade, high-purity, zero-chemical, hypofine by-product with approximately 1.3% lithium oxide concentrate, produced at the Grota do Cirilo Project. |
| “Grota do Cirilo Project” | means the area where Phases 1, 2, 3 and 4 are located. |
| “kg” | means kilograms. |
| “km” | means kilometers. |
| “km2” | means square kilometers. |
| “Kv” | means kilovolts. |
| “Kt” | means kilotonnes. |
| “LCE” | means lithium carbonate equivalent. Lithium is converted to lithium carbonate (Li2CO3) by multiplying lithium metal mass by 5.323. |
| “Li2O” | means 1.3% lithium oxide. |
| “m” | means meters. |
| “m3” | means cubic meters. |
| “Mt” | means megatonne. |
| “MD&A” | means management discussion and analysis. |
| “mm” | means millimeters. |
| “mg/L” | means milligrams per liter. |
| “Mine 1” | means the Xuxa deposit located in Sigma Lithium’s operations. |
| “NI 43-101” | means National Instrument 43-101 Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators. |
| “NI 52-110” | means National Instrument 52-110 Audit Committees of the Canadian Securities Administrators. |
| “OBCA” | means the Ontario Business Corporations Act. |
|---|---|
| PFS | means preliminary feasibility study. |
| “Phase 1” | means the Xuxa deposit located in Sigma Lithium’s operations. |
| “Phase 1 Industrial Greentech Plant” | means the first commercial production plant connected to Phase 1. |
| “Phase 2” | means the Barreiro deposit. |
| “Phase 2 Industrial Greentech Plant” | means the second commercial production plant, connected to Phase 2. |
| “Phase 3” | means the Nezinho do Chicão deposit located in Sigma Lithium’s properties. |
| “Phase 2 & 3” | means the combination of Phase 2 and Phase 3 located in Sigma Lithium’s properties. |
| “Phase 4” | means the Murial deposit located in Sigma Lithium’s properties. |
| “Phase 5” | means the Elvira deposit located in Sigma Lithium’s properties. |
| “ppm” | means parts per million. |
| “Qualified Person” | means a qualified person for purposes of NI 43-101. |
| “Restated Technical Report” | means the technical report titled “Grota do Cirilo Lithium Project, Araçuaí and Itinga Regions, Minas Gerais, Brazil, NI 43-101 Amended & Restated Technical Report” dated June 12, 2023, with an effective date of October 31, 2022. |
| “SEC” | means the U.S. Securities and Exchange Commission. |
| “SEDAR+” | means the System for Electronic Document Analysis and Retrieval developed for the Canadian Securities Administrators (www.sedarplus.ca). |
| “t” | means metric tonnes. |
| “TSXV” | means the TSX Venture Exchange. |
| “Updated Technical Report” | means the technical report titled “Grota do Cirilo Lithium Project, Araçuaí and Itinga Regions, Minas Gerais, Brazil, NI 43-101 Updated Technical Report” dated March 19, 2024, with an effective date of January 18, 2024. |
| “Var” | means variability. |
Certain Other Definitions
| “material relationship” | A “material relationship” is a relationship that could, in the view of the issuer’s board of directors, be reasonably expected to interfere with the exercise of a member’s independent judgment. The following individuals are considered to have a material relationship with the issuer: |
|---|
| A. | an individual who is, or has been within the last three years, an employee or executive officer of the issuer; |
| B. | an individual whose immediate family member is, or has been within the last three years, an executive officer of the issuer; |
| C. | an individual who: (i) is a partner of a firm that is the issuer’s internal or external auditor, (ii) is an employee of that firm, or (iii) was within the last three years a partner or employee of that firm and personally worked on the issuer’s audit within that time; |
| D. | an individual whose spouse, minor child or stepchild, or child or stepchild who shares a home with the individual: (i) is a partner of a firm that is the issuer’s internal or external auditor; |
| (ii) is an employee of that firm and participates in its audit, assurance or tax compliance (but not tax planning) practice, or (iii) was within the last three years a partner or employee of that firm and personally worked on the issuer’s audit within that time; |
| E. | an individual who, or whose immediate family member, is or has been within the last three years, an executive officer of an entity if any of the issuer’s current executive officers serves or served at that same time on the entity’s compensation committee; and |
| F. | an individual who received, or whose immediate family member who is employed as an executive officer of the issuer received, more than $75,000 in direct compensation from the issuer during any 12-month period within the last three years. |
| An individual will not be considered to have a material relationship with the issuer solely because (a) he or she had a relationship identified above if that relationship ended before March 30, 2004; or (b) he or she had a relationship identified above by virtue of such relationship being with a subsidiary entity or a parent of that issuer, if that relationship ended before June 30, 2005. | |
| An individual will not be considered to have a material relationship with the issuer solely because the individual or his or her immediate family member (a) has previously acted as an interim chief executive officer of the issuer, or (b) acts, or has previously acted, as a chair or vice-chair of the board of directors or of any board committee of the issuer on a part-time basis. | |
| For the purposes of “C” and “D” above, a partner does not include a fixed income partner whose interest in the firm that is the internal or external auditor is limited to the receipt of fixed amounts of compensation (including deferred compensation) for prior service with that firm if the compensation is not contingent in any way on continued service. | |
| For the purposes of “F” above, direct compensation does not include: (a) remuneration for acting as a member of the board of directors or of any board committee of the issuer, and (b) the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the issuer if the compensation is not contingent in any way on continued service. | |
| Despite any determination made whether an individual has a material relationship with an issuer, an individual who (a) accepts directly or indirectly, any consulting, advisory or other compensatory fee from the issuer or any subsidiary entity of the issuer, other than as remuneration for acting in his or her capacity as a member of the board of directors or any board committee, or as a part-time chair or vice-chair of the board or any board committee; or (b) is an affiliated entity of the issuer or any of its subsidiary entities, is considered to have a material relationship with the issuer. The indirect acceptance by an individual of any such consulting, advisory or other compensatory fee includes acceptance of a fee by (a) an individual’s spouse, minor child or stepchild, or a child or stepchild who shares the individual’s home; or (b) an entity in which such individual is a partner, member, an officer such as a managing director occupying a comparable position or executive officer, or occupies a similar position (except limited partners, non-managing members and those occupying similar positions who, in each case, have no active role in providing services to the entity) and which provides accounting, consulting, legal, investment banking or financial advisory services to the issuer or any subsidiary entity of the issuer. Compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the issuer if the compensation is not contingent in any way on continued service. | |
| “company” | any corporation, incorporated association, incorporated syndicate or other incorporated organization. |
|---|---|
| “control” | the direct or indirect power to direct or cause the direction of the management and policies of a person or company, whether through ownership of voting securities or otherwise. |
| “executive officer” | of an entity – means an individual who is (a) a chair of the entity; (b) a vice-chair of the entity; (c) the president of the entity; (d) a vice-president of the entity in charge of a principal business unit, division or function including sales, finance or production; (e) an officer of the entity or any of its subsidiary entities who performs a policy-making function in respect of the entity; or (f) any other individual who performs a policy-making function in respect of the entity. |
| “issuer” | includes a subsidiary entity of the issuer and a parent of the issuer. |
| “person” | an individual, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator, or other legal representative. |
| “subsidiary entity” | a person or company is considered to be a subsidiary entity of another person or company if (a) it is controlled by (i) that other, or (ii) that other and one or more persons or companies each of which is controlled by that other, or (iii) two or more persons or companies, each of which is controlled by that other; or (b) it is a subsidiary entity of a person or company that is the other's subsidiary entity. |
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