Exhibit 99.2

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

INTRODUCTION & BACKGROUND

This management’s discussion and analysis dated as of March 31, 2025 (this “MD&A”) of the financial condition and results of operations of Sigma Lithium Corporation (“Sigma”, “Sigma Lithium” or the “Company”) constitutes management’s review of the factors that affected the Company’s financial and operating performance for the year ended December 31, 2024, and 2023. This MD&A should be read in conjunction with the audited annual financial statements of the Company for the years ended December 31, 2024 and 2023 together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted.

The Company’s financial statements and the financial information contained in this MD&A are prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Unless inconsistent with the context, references in this MD&A to the “Company” or “Sigma” are references to the Company and its subsidiaries.

The Company’s principal office address is Avenida Nove de Julho, No. 4,939, room 93 (part), São Paulo – SP, Brazil, and the registered office is 181, Bay Street, Suite 4400, Toronto, Ontario, M5J 2T3, Canada. The Company’s common shares (“Common Shares”) trade under the symbol “SGML” in the United States on Nasdaq and in Canada on the TSX Venture Exchange (“TSXV”). Additionally, Brazilian Depositary Receipts (“BDRs”) trade under the symbol “S2GM34” in Brazil on the B3 exchange.

Further information about the Company and its operations, including the financial statements referred to above and the Company’s annual information form, is available on the Company’s website at www.sigmalithium.ca, at www.sedarplus.ca (SEDAR) and at www.sec.gov (EDGAR).

The information herein should be read in conjunction with the technical report titled “Grota do Cirilo Lithium Project Araçuaí and Itinga Regions, Minas Gerais, Brazil, Technical Report dated March 31, 2025, and with an effective date of January 15, 2025 for the resource and reserve estimates in such report (the “Technical Report”).

The Technical Report includes information about the Company’s wholly-owned Grota do Cirilo lithium operations (the “Operations”) in Brazil, such as: (i) the mineral reserve and resource estimates for the Xuxa deposit (“Phase 1”), the Barreiro deposit (“Phase 2”) and the Nezinho do Chicão deposit (“Phase 3” and together with Phase 2, "Phase 2 & 3”); (ii) the results of the updated feasibility study on Phase 1 (the “Phase 1 FS”); and (iii) the results of the preliminary feasibility study on Phase 2 and 3 (the “Phase 2 and 3 PFS”).

The figures in this MD&A are presented in Canadian dollars and are referred herein as “$”, “C$” or “CAD”. Additionally, Brazilian Reais are denoted as "R$" in this document.

Readers should refer to and carefully consider the sections below titled “Risk Factors”, “Cautionary Note Regarding Forward-Looking Information” and “Cautionary Note Regarding Mineral Reserve and Mineral Resource Estimates”.

OUR BUSINESS

Sigma Lithium is a commercial producer of high purity, environmentally conscious, lithium concentrate. The Company’s existing Phase 1 operations and planned tripling of capacity through Phase 2 and 3 expansions represent one of the largest hard rock lithium mining and beneficiation complexes in the world. Our assets are located in the municipalities of Araçuaí and Itinga in the northeastern part of the state of Minas Gerais, Brazil. The Company owns 100% of the operating assets indirectly through its wholly-owned subsidiary Sigma Mineração S.A. (“Sigma Brazil”), with the leasehold area comprised of 29 mineral rights (which include mining concessions, applications for mining concessions, exploration authorizations, applications for mineral exploration authorizations) spread over 185 km², located within the broader 19,000-hectare land package held by Sigma Brazil (containing the Grota do Cirilo, Sao José, Genipapo and Santa Clara properties).

Sigma’s operations are vertically integrated, with the Company’s mines supplying spodumene bearing material to its lithium production and processing plant (the “Greentech Plant”). The Greentech Plant is designed and operated to produce a 5.1% to 6.0% high purity lithium concentrate (“Green Lithium”), engineered to the specifications of the Company’s customers in the rapidly expanding lithium-ion battery supply chain for electric vehicles (“EVs”), in an environmentally friendly way through a fully automated and digital dense medium separation (“DMS”) technology process.

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SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

Sigma is taking a phased approach to its operations, with production at its Phase 1 Greentech Plant and associated mine commencing in April 2023. At 270,000 tonnes per annum of 5.5% lithium oxide concentrate production capacity, Phase 1 has positioned the Company as a globally relevant, Tier-1, concentrate producer. The Company is active in expanding its production footprint having issued a Final Investment Decision (“FID”) on its Phase 2 project on April 1, 2024. Phase 2 would take consolidated capacity to 520,000 tonnes per annum of 5.5% concentrate. The existing shared infrastructure built with the Phase 1 Greentech Plant is expected to support two additional production lines, with each of the eventual 3 phases designed to follow a similar flowsheet as demonstrated at Phase 1.

The Sigma Greentech Plants also produce a low-grade, high-purity, zero-chemical, hypofine by-product (“Green By-Products”) at approximately 1.3% lithium oxide (“Li2O”). Depending on market conditions, these Green By-Products can be sold to strengthen Sigma’s ESG-centric approach to pioneer a “zero tailings” environmental sustainability strategy, minimizing the environmental footprint of tailings storage with a positive ecosystem impact, while also generating an additional revenue stream to the Company.

As the Company’s mission statement has been guided by adhering to the highest level of environmental, social and governance (“ESG”) practices since inception in 2012, the Company has developed in a sustainable way. Additionally, the Company is focused on social programs promoting sustainable development, inclusion including on the Company’s Board of Directors (the “Board”), and upskilling local people in the region where we operate. As a result, the Company has committed to the strategies outlined in Table 1 below, to advance the development of its operations in a responsible and sustainable way. The Company is proud to report that it has successfully delivered on its “net zero carbon” program through the purchase of carbon credit “in-setting”, achieving “quintuple zero” (zero net carbon, zero tailing dams, zero hazardous chemicals, zero use of potable water and zero dirty power) production from the start. Over the longer term, Sigma plans to build upon its ESG commitments through more innovative programs including increasing its trucking fleet's fuel consumption to a target of 50% biofuels.

Table 1: Summary of Sigma’s ESG-Driven Decisions & Strategies

Governance	Sustainable Development	Greentech Plant
CEO / Co- Chairpersons: 100% / 50% female (1)	Phase 1 built as two pits to preserve seasonal stream	Zero net carbon, tailings dams and hazardous chemicals
Board Independence: 60% independent (2)
Board Committees Chair Independence: 75% independent (3)	Social programs / commitment to local hiring and training	Zero potable water use
Board Diversity: 40% female representatives / LGBTQ representation (4)		100% green hydro power

(1) The Company’s CEO is female (100%); and the Board has two chairpersons whose one (50%) is female.

(2) The Board has five members, and three of them (60%) are independent.

(3) Three of the four Board Committees are chaired by independent directors (75%).

(4) The Board has two members (40%) that represent women and LGBTQ community.

CORPORATE HIGHLIGHTS

The Company notes the following corporate highlights in 2024:

■ Sigma Lithium’s Board issued a FID on the Phase 2 expansion project on April 1, 2024;

■ On July 9, 2024, the Annual and Special Meeting of Shareholders (“ASM”) took place, where the shareholders approved: (i) the election of the Board, to be comprised of Ana Cristina Cabral, Marcelo Paiva, Bechara S. Azar, Eugênio de Zagottis, and Alexandre Rodrigues Cabral; (ii) the appointment of Grant Thornton Auditores Independentes Ltda. as auditors of the Company for the ensuing year; (iii) amendments to the Company’s general by-law, and (iv) continuance of the Company into the Province of Ontario;

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SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

■ On October 10, 2024, Sigma Lithium signed the final agreement securing a BRL486.8 million development loan from the National Brazilian Bank for Economic and Social Development (“BNDES”) to fund the construction of a second Greentech carbon neutral industrial plant for lithium concentrate at Vale do Jequitinhonha in Brazil. The Company is required to provide a letter of credit (“bank guarantee”) issued by a BNDES registered financial institution in advance of first drawdown; and

■ On March 13, 2025, Mr. Bechara Azar resigned from his position on the Board for personal reasons. On the same date, Mr. Junaid Jafar joined the Board. Mr. Jafar is currently the Chief Investment Officer at Al Muhaidib Investment Office. He has a professional expertise which spans direct investments across private equity and private credit, globally and throughout the Middle East. Mr. Jafar has nearly 30 years in investment management, and has previously worked at J.P. Morgan, Fitch Ratings and Janus Henderson in London, as well as at Emerging Markets Partnership and Tadhamon Capital in Bahrain. He is a fellow of the Institute of Chartered Accountants England & Wales (ICAEW) and holds a bachelor’s degree in economics and political science from Middlebury College in Vermont, USA. Mr. Jafar has extensive board experience in both large industrial companies, as well as venture capital, and shall bring valuable perspectives and strategic insights, which will significantly contribute to the Board’s effectiveness in the execution of our growth strategy to supply into the continuous increase of lithium demand.

FINANCIAL HIGHLIGHTS

Year to date 2024 the Company notes the following financial highlights:

■ The interest rate on the Company’s trade finance export credit lines decreased significantly over the year, dropping to 8.7% in 4Q24 from 15.5% 4Q23 (rates expressed in US dollars); and

■ By the end of the quarter, the Company had $249.7 million in both short-term and long-term debt, which included $86.5 million in utilized and available additional liquidity through trade finance lines. In addition, during this quarter, we also paid $17.8 million in interest on our facility with Synergy Capital.

GREENTECH PLANT PRODUCTION HIGHLIGHTS

In the fourth quarter of 2024, Sigma Lithium celebrated its first full year of commercial production and shipments. Production of its green lithium concentrate totaled 240,828 tonnes for the full year 2024.

As of the date of this MD&A, the Company has achieved the following at its Phase 1 Greentech Plant:

■ Production for the three months ending December 31, 2024, totaled 77,034 tonnes, bringing production through the twelve months of 2024 to 240,828 tonnes;

■ Sigma has taken steps at the ROM pad to improve crusher feed consistency and quality;

■ Greenlit investment in new processing screens to improve Greentech plant efficiencies and recoveries and allow for processing of ultra-fines stockpile. Installation expected in mid 2Q25; and

■ Retreatment of ultra fines commenced at the end of 1Q25.

Table 2: Summary of Key Phase 1 Operating Metrics

Key Operating Metrics	Unit	Q1 2024	Q2 2024	Q3 2024	Q4 2024
Production
Green Lithium Production	(kt)(1)	54.2	49.4	60.2	77.0
Grade of Green Lithium shipped	(%)	5.4%	5.5%	5.2%	5.2%
Sales
Green Lithium Concentrate	(kt)(1)	52.9	52.6	57.5	73.9
Total Net Revenue	(C$ million)	50.4	62.8	28.3	67.2
(1) kt (thousands of tons)

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SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

Going forward, the Company intends to remain focused on completing the following key workstreams in 2025:

■ Continue to maximize daily production levels; expect an improvement from screen investment in 2Q25;

■ Analyze further opportunities to optimize plant flowsheet to drive better plant throughput and consistency; and

■ Improve preventive maintenance schedules on the crusher plant to reduce the number of outages or stoppages."

Commercial Agreements

Sigma Lithium completed three shipments of Green Lithium during the three-month period ended December 31, 2024. These shipments were priced on a provisional basis through IRH Global Trading Ltd ("IRH").

In total, the Company sold 73,900 tonnes in the fourth quarter, totaling 236,811 tonnes of Green Lithium sales for the full year of 2024.

Health & Safety

Health and safety remain Sigma’s primary focus at the operating site, and the Company is proud to report the following achievements as of the date of this MD&A:

● Strengthening HSE Strategy: The alignment of the Health, Safety, and Environment (HSE) operational strategy has been a priority, ensuring that senior management’s values are effectively communicated and translated into leadership at the operational level. Clear and effective communication has been key to ensuring that all personnel understand the strategy, its objectives, and their individual roles in its implementation. This alignment helps to streamline efforts and prioritize safety outcomes;

● Employee Engagement & Safety Leadership: The Company upholds employee involvement as a core principle in the continuous improvement of its health and safety system. This commitment is reinforced through the strengthening of the Internal Accident Prevention Committee. At the beginning of 2025, new committee members will be elected, bringing renewed actions and the dissemination of best practices across the workforce; and

● Workshops & Safety Culture Development: In 2024, the Company conducted two safety workshops with operational teams to promote knowledge-sharing and reinforce a strong safety culture among employees and contractors. For 2025, the strategy is to hold monthly meetings with contracted teams to foster the collective development of a robust workplace safety culture.

Over the twelve months ended December 31, 2024, the Company recorded seven reportable cases and a total recorded injury frequency rate of 2.35, based on the International Council on Mining and Metals (ICMM) metric of total recorded cases per hours worked. The Company has achieved 514 consecutive days without a Lost Time Injury (LTI), reinforcing its commitment to workplace safety and operational excellence.

MINING HIGHLIGHTS

As of the date of this MD&A, the Company notes the following highlights from the 2024 mining activities:

■ Ongoing refinement of geo-metallurgical modeling and incorporating a geo-metallurgy structure into the mine team. This is meant to 1) maximize reserve recovery by improving the processability of different types of ore, and 2) link geological modeling with key operational areas;

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SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

■ In drill and blast operations, Sigma has implemented several solutions aimed at mitigating social and environmental impacts, while also improving energy efficiency and fragmentation quality. These efforts are in line with our ongoing commitment to sustainable practices and operational excellence;

■ Actively revising mine plan to implement a multi-pit and phase approach, which will optimize the stripping ratio, enhance run of mine (“ROM”) quality, and boost overall mine productivity;

■ Assessing opportunities to change equipment sizes, aiming to maximize efficiency in terms of both productivity and cost; and

■ Optimization of grade control through improved monitoring of dispatched trucks, avoiding losses and contamination, and minimizing the variability of the plant's feed grade and quality.

Table 3: Total Mined and Processed Material

(Kt volume) (1)	Units (2)	1Q23	2Q23	3Q23	4Q23	2023	1Q24	2Q24	3Q24	4Q24	2024
Ore mined	dmt	26	124	381	435	966	389	298	397	478	1.562
Waste mined	dmt	1.596	3.343	2.922	2.533	10.394	4.275	6.365	5.097	4.452	20.189
Total material mined	dmt	1.622	3.467	3.303	2.968	11.360	4.664	6.663	5.494	4.930	21.751
Ore crushed	dmt	-	108	343	397	848	389	348	416	476	1.629
Ore processed	dmt	-	81	320	376	777	391	346	368	405	1.510

⁽¹⁾kt = thousands of tons ; ⁽²⁾dmt = dry metric tonnes

Going forward, the Company intends to remain focused on the following workstreams:

■ Continue to transport stockpiled ore to the ROM pad to ensure sufficient Greentech Plant ore feed on an ongoing basis;

■ Continue to implement grade control systems to optimize mine and processing recovery during production ramp-up; and

■ Install a new control room, which will enhance ability to monitor and control performance across the mine-to-mill process.

Sigma has been employing contract mining, with a third party engaged as the Company’s mining contractor.

PHASE 2 DEVELOPMENT PROGRESS

During the three-month ended December 31, 2024, Sigma advanced the development of its Phase 2 expansion project having completed site land clearing and fauna categorization to make way for formal earthworks and terracing.

As a reminder, on April 1, 2024 the Company announced a FID was made by the Sigma Board to green light the project and begin earthworks. The Phase 2 expansion is expected to add 250,000 tonnes per annum of 5.5% Green Lithium production capacity. This would bring the total annual lithium oxide concentrate production capacity at Sigma’s Grota do Cirilo operations to 520,000 tonnes.

The capital expenditure (“capex”) total for the second line is expected to be $136 million (FEL3). Sigma is targeting commissioning of the crushing circuit to begin in late 2Q25, with commercial production from Phase 2 starting in the calendar third quarter of 2025.

The existing shared infrastructure built with the Phase 1 Greentech Plant is expected to support two additional production lines, including Phase 2. To reduce execution risk, Sigma is deploying a similar engineering flowsheet as demonstrated at Phase 1 and is using most of the same parts suppliers. The Company has taken from its experiences in operating the Phase 1 plant to make upgrades to the Phase 2 design where applicable. 

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SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

Table 4: Uses of Cash Analysis for Phase 2 Construction

Capex ('000 CAD)	Phase 1 (actual)	Phase 2 (budget) *
Industrial Site Construction	22,498	22,258
Earthworks	9,758	9,758
Infrastructure	12,740	12,500
Industrial Plant	93,095	83,773
Crushing System	27,015	28,762
DMS System	42,059	41,779
Assembly Direct and Construction Management	4,120	4,612
Civil Direct and Construction Management	8,988	7,334
Substation	10,912	1,286
Environmental	16,130	14,835
Water Recycling	4,417	4,187
Tailings Dry Stack	6,330	7,671
Sewage & Water	5,383	2,976
R&D Engineering Design	12,393	6,803
Engineering	12,393	6,803
Construction Management	8,762	8,658
Construction Management	7,736	7,421
Procurement	1,026	1,237
(=) Construction Capex	152,878	136,327
Construction Addition	8,380	8,844
Acceleration Plan	8,380	8,844
(=) Total Construction Capex	161,258	145,170
Others	7,568	(202)
WC (Spare Parts)	9,534	1,389
VAT Tax Benefit	(1,966)	(1,591)
(=) Total Capex	168,826	144,968

* The exchange rate used to convert from USD to CAD was 1,35

ESG & SUSTAINABILITY HIGHLIGHTS

Sigma’s mission statement and key focus has been guided by making business decisions in a manner consistent with furthering the UN SDGs and adhering to the highest level of ESG practices.

Specifically, Sigma is focused on the following three pillars: (i) sustainable development; (ii) minimizing the environmental impact of our operations; and (iii) improving the lives of those in and around the region where we operate. Further, the Company remains focused on global leadership to increase awareness of our “green battery metals” approach.

Sigma is proud to report the progress made during the three-month ended December 31, 2024, to advance its social and environmental programs, which have been developed to ensure the sustainable operation of the integrated mining and beneficiation complex and development of the Jequitinhonha Valley region.

Environmental Programs Updates

The main activities undertaken by the Company during the rainy season, which began in the last quarter of 2024, are focused on the restoration and conservation of local biodiversity. Accordingly, the key actions of the environmental program are outlined below:

● The Company is making significant progress in restoring degraded areas by planting 20,000 seedlings of native species. These seedlings are being planted in degraded areas surrounding the project site;

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SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

● At the onset of the rainy season, topsoil was applied to the surface of waste rock piles to facilitate revegetation through hydroseeding and the application of biomats. The initiation of these activities is scheduled for January 2025 and will play a crucial role in preserving local biodiversity, mitigating negative impacts, and enhancing positive outcomes; and

● An extensive biodiversity monitoring campaign was carried out by a team of biologists to track the evolution of local fauna and strengthen conservation and habitat restoration efforts.

Social Programs Initiatives & Updates

Sigma’s activities related to its social programs are summarized below.

■ Microcredit Program: In 2022, Sigma established the largest microcredit program in Brazil, which has been targeted for female entrepreneurs in the Jequitinhonha Valley region. Through this program, the Company encourages sustainable development by providing microcredit loans of R$2,000 per person and providing mentorship programs. The Company is proud to report that as of the date of this MD&A, 2,258 female entrepreneurs have enrolled in the program, 1,892 videoconferences have been held, 4,388 interactions via mobile messaging or video conferences with their business advisors and 1,592 participants have already received the microcredit. This program advances the goals of UN’s SDGs #5 (Gender Equality), #8 (Decent Work and Economic Growth) and #10 (Reduced Inequalities).

■ Zero Drought for Small Holder Farmers Program: In 2023, the Company announced the “Zero Drought for Small Holder Farmers” program consisting of the construction of 1,000 small rainwater capture structures in the municipality of Itinga and another 1,000 in the municipality of Araçuaí, totalling 2,000 structures in the mid Jequitinhonha Valley region. As of the date of this MD&A, 700 rainwater capture basins have been built in the municipality of Itinga and 700 in the municipality of Araçuaí. These water capture basins are dug into the ground and located at strategic points to prevent soil erosion during the heavy rainfall season, store water for irrigation of small crops during the dry periods and contribute to increasing the volume of water that will feed the region’s aquifers. The Company will donate to the municipalities structures which will be built via third-party contractors to support the need. The municipalities completed the geolocation studies for the allocation of the structures.

■ Water For All Program: To further combat the impacts of water scarcity in the Jequitinhonha Valley region, the Company provided 151 water tanks to date for residents located in the surrounding areas of the Greentech Plant. The drinking water tanks are refilled monthly with the support of tanker trucks and staff provided by Sigma. By December, we have completed 17 months of water supply in the neighboring communities. This program advances the goals of UN’s SDG #6 (Clean Water and Sanitation).

■ Combating Violence Against Women Program: The Company introduced a program, in partnership with the Justice Court of the state of Minas Gerais, targeting domestic abuse against women in the Jequitinhonha Valley region. This program advances the goals of UN’s SDGs #5 (Gender Equality) and #11 (Sustainable Cities and Communities).

■ Homecoming Employment Program: Sigma remains committed to prioritizing employing local people to the Jequitinhonha Valley region. The Company is proud to report that it continued to make progress on this initiative, having 98% of the employees living in the region and 85%. This program advances the goals of UN’s SDGs #8 (Decent Work and Economic Growth) and #10 (Reduced Inequalities).

■ Education Program for Mining Technicians Program: In order to support the Homecoming Employment Program, Sigma established a partnership between the Federal University of Vales do Jequitinhonha e Mucuri (Campus Janaúba) and the Federal Institute of Education of Araçuaí in January 2022, establishing the first program to train mining technicians in the region. The educational program will be taught by ten teachers over a three-year period with a workload of approximately 1,200 hours. Sigma is proud to announce that as of the date of this MD&A, 40 persons local to the Jequitinhonha Valley region have enrolled in the program and graduated in 2024, after which the Company hopes they will join the Company’s operational team. This program advances the goals of UN SDGs #4 (Quality Education) and # 17 (Partnership for the Goals).

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SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

■ Zero Hunger Action Program: The Company remains committed to humanitarian relief efforts, continuing to deliver food baskets annually, with 600 distributed per month. This initiative was first established in 2021, at the peak of the COVID-19 pandemic, to support vulnerable families in the Vale do Jequitinhonha region. Currently, the Company continues to distribute 600 food baskets per month, with 300 allocated to the Municipality of Itinga and 300 to the Municipality of Araçuaí. The decision to maintain this program reflects the Company's recognition of the ongoing vulnerability faced by families in the region. This initiative aligns with the UN’s SDGs #1 (No Poverty), #2 (Zero Hunger), and #17 (Partnerships for the Goals).

■ Being a Child Program: During the second quarter of 2023, the Company committed to a series of initiatives to help promote sustainable development in the communities of Poço Dantas, Ponte do Piauí and Taquaral Seco, located relatively close to the enterprise. Sigma financed the renovation and expansion of a school in the community, which benefits approximately 30 local children, delivered in January of 2024. In December 2023, Sigma refurbished the outdoor sports court, which is helping promoting sports and community building in the area.

Another partnership between Sigma Lithium and Itinga City Hall, through the municipality's Department of Education and Culture, is promoting after-school classes at Escola Municipal Nuno Murta, in the community of Poço Dantas.

In addition to the after-school project for children in Poço Dantas, Sigma launched, in October 2024, the literacy program for young people and adults, benefiting people who did not have the opportunity to learn to read and write during their lives.

Started in June 2024, Escola Municipal José Gonçalves, located in the municipality of Araçuaí and which serves several rural communities, is also benefiting from after-school activities. Musicality, body expression and cultural references from the Jequitinhonha Valley permeate the activities that have being conducted at the school with more than 200 students. The project is conducted in partnership with Araçuaí City Hall, through the Department of Education.

Following the social investment strategy, which seeks to contribute to strengthening education in the territory where Sigma is present, in July 2024 and in partnership with the Itinga´s Department of Education and Culture, the Company refurbished the Vira-Mundo nursery school in the city of Itinga. The action is already benefiting more than 70 children aged 0 to 6, allowing them to have access to pedagogical development activities and a much safer and more comfortable structure at the school. In addition to the children, parents who work at Sigma and in other activities in the municipality will also benefit from this additional contribution from the Company.

■ Sigma Visit Program "Open Doors" - With the aim of strengthening relationships with its stakeholders and sharing the good practices it has developed, in November 2023 Sigma began its visit program by welcoming technical courses in Taquaral de Minas, Itinga district and neighboring communities. In partnership with operations, geology and the environment departments, the social area conducts a structured program of visits to the Company's operations. The program prioritizes neighboring communities and schools with technical training. This program advances the goals of UN’s SDGs #4 (Quality Education), #12 (Responsible Production and Consumption), and #13 (Climate Change).

■ Human Rights Agenda - Sigma approved its Human Rights Policy in 2024, with the aim of defining principles and guidelines so that its actions take place in respect of internationally recognized human rights in the development of its activities, partnerships and in its value chain, in all regions where is present throughout the entire life cycle of your projects.

The Company also joined the UN Global Compact in Brazil and is now an active member of the institution. The Global Compact states that companies must support and respect the protection of internationally recognized human rights and must ensure that they are not violating these rights.

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SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

■ Grievance Mechanism: In light with the UN Guiding Principles on Business and Human Rights, Sigma Lithium has a channel for handling complaints and manifestations (Grievance Mechanism) from interested parties, offering a customer service team and a manifestation management system, in addition to being prepared for the receipt, analysis, processing and feedback for the manifestations received. The system has:

24/7 customer service team: 0800 channel, WhatsApp, email, receptive and active;

Certified and secure manifestation management system, which allows recording of receipt, analysis, processing and returns; and

Service procedures, in accordance with human rights guidelines and main international and national indicators for managing the mechanism (adapted to accommodate people with special needs and accept anonymous calls).

Sigma Lithium’s goals with the manifestation channel are:

Expanded knowledge of the demands of society in general;

Reception and forwarding of social events;

Improvement of the organization's way of doing things, through the inputs provided by registering complaints and grievances;

Anticipation of scenarios for mitigating crises/social conflicts, based on monitoring indicators and defining goals;

Contribution to the construction of relevant organizational and relationship strategies, for continuous improvement of the ability to communicate with stakeholders and forward solution; and

Improved relationships and dialogue to increase credibility with interested parties, generating shared value.

Engaging and listening to local communities

Since the beginning of implementation, the Company has maintained a permanent dialogue with the residents of the territory where it operates. Face-to-face dialogue meetings were established together with the local community, to discuss topics of interest to everyone. At each opportunity for dialogue, Sigma works with internal experts to understand the manifestations, demands, suggestions and others, strengthening dialogue and transparency between the Company and the local population. Subsequently and jointly, solutions are discussed, issues of interest to communities are addressed and results are monitored.

The Company also relies on the work of a team specialized in human rights, community relations and social dialogue, who visit residents and monitor the progress of social projects and ongoing engagement with these communities. In addition to face-to-face meetings with neighboring communities, the Company launched a demonstration system to receive free phone calls and WhatsApp messages, which operates 24 hours a day, every day of the week. The channel is adapted to serve people with special needs and accepts anonymous calls.

Sigma Lithium has always maintained an open and frank dialogue with communities. With these new communication channels, the Company gets even closer to communities and strengthens dialogue between parties, expanding active listening and contributing to local development. All dialogue initiatives follow the main global human rights guidelines of the UN (United Nations) and other national and international organizations and institutions.

Governance Programs Updates

■ Sigma approved a new version of the Company’s Code of Ethics in Portuguese on March 18, 2024. This updated Code of Ethics was disseminated to all employees. Sigma is committed to operating with integrity and is strengthening its Code of Ethics across all levels and jurisdictions, as part of efforts to foster a culture of controls and compliance.

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SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

■ The Company also approved a supplier’s code of ethics on March 18, 2024, establishing rules for the relationship of the suppliers with our employers, authorities, and communities. All suppliers that enter into an agreement with Sigma Brazil are bound to comply with such code.

■ On July 9, 2024, Sigma held its ASM where the shareholders of the Company approved the reappointment of Bechara S. Azar and Alexandre Rodrigues Cabral as Independent Directors, as well as the reappointment of Ana Cabral-Gardner and Marcelo Paiva as Directors. Mr. Eugênio de Zagottis was appointed as a new Independent Director. The previous independent Directors of the Company, Cesar Chicayban and Lucas Melo, did not stand for reelection to the Board.

■ Mr. Eugênio de Zagottis, the new Independent Director of the Company, brings extensive experience in strategic and financial leadership. With a strong background at Raia Drogasil Saúde, Mr. De Zagottis led key initiatives as Executive Vice President responsible for Investor Relations, Corporate Planning, and Business Development, in addition to overseeing RD Ventures and RD Brands. His expertise includes leadership in corporate finance, business development, corporate venture capital, and mergers and acquisitions, making him a valuable asset to our Board. In addition to his experience at Raia Drogasil Saúde, Mr. De Zagottis has served on several prominent boards, including Abrafarma, Stix, 4Bio, and Petlove, where he has significantly contributed to growth and innovation. His role as an independent board member at Petlove highlights his ability to bring an unbiased and strategic perspective, essential for effective governance and decision-making on our board. Mr. De Zagottis also holds an MBA from the University of Michigan, focusing on strategy, finance, and marketing, complementing his solid professional background. His professional journey, which includes tenures at McKinsey and Arthur Andersen, demonstrates his ability to lead significant strategic moves, such as private equity fundraising, IPOs, and mergers. With Mr. De Zagottis' addition to our board, we expect to further strengthen our corporate strategy and accelerate our growth in the market.

■ On March 13, 2025, Mr. Bechara Azar resigned to his position on the Board for personal reasons. On the same date, Mr. Junaid Jafar joined the Board. Mr. Jafar is currently the Chief Investment Officer at Al Muhaidib Investment Office, and has a professional expertise which spans direct investments across private equity, private credit globally and throughout the Middle East. Mr. Jafar has nearly 30 years in investment management, and has previously worked at J.P. Morgan, Fitch Ratings and Janus Henderson in London, as well as at Emerging Markets Partnership and Tadhamon Capital in Bahrain. He is a fellow of the Institute of Chartered Accountants England & Wales (ICAEW) and holds a bachelor’s degree in economics and political science from Middlebury College in Vermont, USA. Mr. Jafar has extensive board experience in both large industrial companies, as well as venture capital, and shall bring valuable perspectives and strategic insights, which will significantly contribute to the Board’s effectiveness in the execution of our growth strategy to supply into the continuous increase of lithium demand.

■ The current composition of the Company’s internal committees is as follows:

● Audit, Finance and Risk Committee (formerly named Audit Committee): comprised of Eugênio de Zagottis (Chairperson), Alexandre Rodrigues Cabral and Junaid Jafar, so as to be comprised entirely of Independent Directors.

● People & Governance Committee (formerly named Corporate Governance, Nomination and Compensation Committee): comprised of Marcelo Paiva (Chairperson), Eugênio de Zagottis and Junaid Jafar.

● ESG Committee: comprised of Alexandre Rodrigues Cabral (Chairperson), Ana Cristina Cabral, and Maria José Gazzi Salum.

● Technical Committee: comprised of Alexandre Rodrigues Cabral (Co-Chairperson), Vicente Lobo (Co-Chairperson), Ana Cristina Cabral and Marcelo Paiva.

■ Rogério Marchini Santos was hired on August 12, 2024, and was promoted to the role of CFO on September 16, 2024. Mr. Marchini is a prominent executive in Brazil, with a deep experience of more than 24 years in finance. For the last seven years Mr. Marchini was the CFO of Origo, a private equity portfolio company of TPG International in the energy transition space, leading a 40-person team through business transformation from start-up to final monetization. Mr. Marchini also served as Director of Finance at Embraer where he worked for 13 years (the leading regional aircraft manufacturer and exporter).

10

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

REGULATORY & LICENSING UPDATES

Regulatory Updates

On January 2, 2025, the President of the Brazilian Institute of Environment and Renewable Natural Resources ("IBAMA") issued an order establishing that future mining projects that include the removal of vegetation in the Atlantic Forest shall obtain prior consent from IBAMA in addition to the environmental licensing by the state environmental agency (Despacho Decisório nº 53/2024/GABIN). This order is still subject to administrative and judicial discussions, but it could create an additional obligation to the Company for future mining projects, not affecting environmental licenses previously obtained.

Licensing Updates

On December 21, 2024, Sigma obtained the Preliminary License, the Installation License, and the Operating License (“LP", “LI” and “LO”, respectively) for Phase 2. Once again, the approval was unanimous by the State Environmental Policy Council (“COPAM”), the board responsible for voting and awarding environmental licenses in the State of Minas Gerais, including the votes of non-governmental organizations representatives. This milestone enables Sigma to expand its mineral lithium production capacity to up to 5.5 million tonnes per year.

On January 31, 2024, Sigma was awarded its LP, LI and LO to install and operate its second Greentech Plant by the State of Minas Gerais. The Company, once again, received unanimous approval by all members of the COPAM, including the vote of the board members representing the NGOs.  The obtainment of the LP, LI and LO for its second Greentech Plant allows the Company to further expand its industrial beneficiation and processing capacity of lithium minerals to up to a total of 3.7 million tonnes per year.

Litigation Updates

On March 18, 2024, the Company received an Initiation Letter of Arbitration by LG Group subsidiary, LG Energy Solution, Ltd. (“LG-ES“) from the International Centre for Dispute Resolution of the American Arbitration Association. LG-ES is alleging that Sigma Lithium is in breach of certain provisions in connection with the term-sheet dated October 5, 2021, relating to offtake arrangements for the purchase of lithium concentrate from the Company. The Term-Sheet was subject to, amongst other things, completion of the negotiation of definitive written agreements between the parties. The Company believes the claims are without merit. The legal counsel of the Company has formally attributed the probability of LG prevailing in this arbitration as possible. The amount involved is currently undetermined.

In May 2023, a former secondee of the Company illegally accessed and downloaded confidential information relating to the Company from a virtual data room hosted by a third party. Such information may have been shared with another individual who was formerly employed by the Company. This event was not a cybersecurity issue. After becoming aware, the Company took steps to prevent any further unauthorized access to the data room. The Company is not aware that any of the confidential information has been shared with any additional third parties. The Company has filed a lawsuit in U.S. federal court and in New York State court against the individuals involved in the misappropriation of the information seeking a return of all of such information and compensatory and exemplary damages. Based on the information available to date, the Company believes that this was an isolated incident and believes that it has taken appropriate steps to prevent a similar occurrence in the future.

11

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

SELECTED FINANCIAL INFORMATION

Quarterly Information	2024				2023
(in C$ millions)	Q4	Q3	Q2	Q1	Q4	Q3	Q2	Q1
Total Assets	470.6	498.4	566.6	581.2	487.2	455.0	381.5	363.7
Property, Plant & Equipment	202.9	224.9	223.3	236.8	239.7	232.1	231.8	211.1
Loans and export prepayment	249.7	244.8	300.4	272.6	170.9	150.4	132.7	135.2
Net Revenue	67.2	28.2	62.9	50.4	51.3	129.9	-	-
Cost of goods sold and distribution	(45.3)	(39.7)	(40.7)	(38.8)	(45.2)	(47.1)	-	-
Expenses	(51.7)	(21.5)	(39.9)	(21.5)	(19.3)	(26.8)	(44.5)	(29.8)
Income tax and Social Contribution	18.1	(1.2)	3.0	0.6	0.4	(7.1)	-	-
Net (Loss) / Income for the Period	(11.7)	(34.2)	(14.8)	(9.3)	(12.8)	48.9	(44.5)	(29.8)

Q4 2024 Total assets decreased $27.8 million, mainly due to $22.1 million in property, plant and equipment due to the foreign currency translation adjustment of subsidiaries in the amount of $14.0 million and $6.5 million in depreciation of the assets. Loans and export prepayment increased $4.9 million mainly due to $19.2 new export prepayment trade finance lines of credit raised during the quarter, with interest average rate 8.1% p.a. and $6.2 million in interest accrual for the period, offset by the repayment of principal of export prepayment trade finance of $19.2 million and $21.1 million in payment of interest, which $2.8 million on export prepayment trade finance , $0.4 million on Brazilian Development Bank of Minas Gerais (“BDMG”) agreements and $17.9 million on long-term export prepayment. Net loss of $11.7 million during the three months ended December 31, 2024, consisted of a gross profit $21.9 million, obtained from $67.2 million in revenue and $45.3 million in cost of goods sold and distribution costs. Additionally, the Company incurred $1.2 million in salaries and benefits; $1.0 million in legal services; $0.7 million in insurance; $1.7 million in sales expenses and commissions; $3.6 million in accrual for contingencies; $2.2 million in other general corporate expenses; $3.6 million in stock-based compensation and $37.6 million in financial income (expenses), net.

Q3 2024 Total assets decreased $68.2 million, mainly due to $69.7 million in trade accounts receivable due to sales made in the second and third quarters being partially received before September 30, 2024. Loans and export prepayment decreased $55.6 million mainly due to $95.3 million of repayment of principal the export prepayment trade finance, offset by a new export prepayment trade finance lines raised during the period, in the amount $38.8 million, with an interest average rate 8.8% p.a. Net loss of $34.2 million during the three months ended September 30, 2024, consisted of total revenue $28.3 million as a result of provisional price adjustment due to the decrease in average prices realized in the period as well as lower provisional price adjustments and $39.7 million in cost of goods sold and distribution costs. Additionally, the Company incurred $1.8 million in salaries and benefits; $1.5 million in legal services; $0.7 million in insurance; $0.7 million in public company costs; $4.0 million in other general corporate expenses; $1.9 million in stock-based compensation and $11.6 million in financial income (expenses), net.

Q2 2024 Total assets decreased $14.6 million, mainly due to $13.5 million in property, plant and equipment due to the foreign currency translation adjustment of subsidiaries in the amount of $21.9 million and $3.7 million in depreciation of the assets, which were partially offset by new additions of $12.8 million in the period. Loans and export prepayment increased $27.8 million mainly due to $65.2 million in new export prepayment trade finance lines of credit raised during the period, with interest average rate 10.3% p.a., $7.4 million in interest accrual for the period, this effect was partially offset by the repayment of principal of one export prepayment trade finance of $45.2 million. Net loss of $14.8 million during the three months ended June 30, 2024, consisted of a gross profit of $22.2 million, obtained from $62.9 million in revenue and $40.7 million in cost of goods sold and distribution costs. Additionally, the Company incurred $1.9 million in salaries and benefits; $1.2 million in legal services; $0.8 million in insurance; $0.7 million in public company costs; $4.0 million in other general corporate expenses; $2.7 million in stock-based compensation; $2.7 million in accrual for contingencies and $25.5 million in financial income (expenses), net.

Q1 2024 The total assets increased $94.0 million mainly due to $82.0 million in cash and cash equivalents due to financing activities and $9.6 million in trade accounts receivable due to shipments made in the first quarter of 2024. Loans and export prepayment increased primarily due to $119.4 million are mainly due new export prepayment trade finance lines of credit raised during the first quarter of 2024, with interest average rate 9.8% p.a.,$6.2 million in interest accrual for the period, this effect was partially offset by the repayment of principal of one export prepayment trade finance of $12.5 million and $16.1 million in payment of interest on long-term export prepayment. Net loss of $9.3 million during the three months ended March 31, 2024, consisted of a gross profit of $11.6 million, obtained from $50.4 million in revenue and $38.8 million in cost of goods sold and distribution costs. Additionally, the Company incurred $1.9 million in salaries and benefits; $0.5 million in legal services; $1.0 million in accounting end audit service; $0.8 million in insurance; $9.6 million in financial income (expenses), net, $1.2 million in sales expenses and commissions; $2.8 million in other general corporate expenses and $3.1 million in stock-based compensation.

12

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

Q4 2023 Total assets increased by $32.2 million, primarily due to $26.3 million in cash and cash equivalents resulting from sales recognized during the quarter, an additional tranche of $8.6 million drawn from BDMG, and an increase of $7.6 million in property, plant and equipment as the Company continued to finalize the commissioning and construction of its Phase 1 Greentech Plant. Loans and export prepayment increased by $20.5 million primarily due to the additional tranche drawn from BDMG in the amount of $8.6 million with an interest rate of 3.88% p.a., and interest accrual on the long-term export prepayment of $15.3 million. Net loss of $12.8 million during the three months ended December 31, 2023, consisted of a gross profit of $6.1 million, obtained from $51.3 million in sales revenue and $45.2 million in cost of goods sold and distribution costs. Additionally, the Company incurred $2.7 million in salaries and benefits; $3.6 million in legal services; $1.2 million in insurance; $4.0 million in financial income (expenses), net, $5.5 million in other general corporate expenses and $0.4 million in stock-based compensation.

Q3 2023 Total assets increased primarily due to the $73.4 million increase in customers, referring to sales carried out at the end of the third quarter. Loans and export prepayment increased primarily due to a $17.7 million new export prepayment trade finance agreement, with interest rate of 15.48% p.a. Net income of $48.9 million during the three months ended September 30, 2023, consisted of a gross profit of $82.9 million, obtained from $129.9 million in sales revenue and $47.1 million in cost of goods sold and distribution costs. Additionally, the Company incurred $5.0 million in salaries and benefits; $4.0 million in legal services; $1.2 million in advertising and public relations; $1.3 million in insurance; $3.4 million in advisory and consulting services; $10.7 million in financial income (expenses), net, $1.2 million in other general corporate expenses and $2.4 million in stock-based compensation.

Q2 2023 Total assets increased primarily due to $20.7 million increase in property, plant and equipment as the Company continued to finalize the commissioning and construction of its Phase 1 Greentech Plant. Net loss of $44.5million during the three months ended June 30, 2023, consisted of $4.9 million in salaries and benefits; $2.3 million in legal services; $1.6 million in accounting and auditing services; $1.5 million in insurance; $5.8 million in other general corporate expenses and $29.3 million in stock-based compensation.

Q1 2023 Total assets increased primarily due to $54.8 million increase in property, plant and equipment as the Company continued to finalize the commissioning and construction of its Phase 1 Greentech Plant. Loans and export prepayment in increased primarily due to a $54.4 million drawn under the Synergy Capital (now fully drawn) with interest rate of BSBY plus 6.95% a and $3.1 million drawn during the quarter under a loan with the BDMG that was previously entered into on November 14, 2022, with interest rate of 3.75% p.a. Net loss of $29.8 million during the three months ended March 31, 2023, consisted of $3.0 million in salaries and benefits; $1.1 million in legal services; $2.1 million in insurance; $1.3 million in fines on late tax payments, $2.7 million in social projects; $4.1million in other general corporate expenses, $19.7 million in stock-based compensation and $4.2 million in financial income.

13

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

Selected consolidated financial information is as follows:

Financial Position

As of December 31, 2024 compared to Year Ended December 31, 2023

Financial Position	2024	Change	2023	Change	2022
(in C$ millions)	Full year	2024 vs 2023	Full year	2023 vs 2022	Full year
Cash and cash equivalents	66,053	1,650	64,403	(31,951)	96,354
Trade accounts receivable	16,663	(13,030)	29,693	29,693	-
Inventories	23,217	3,775	19,442	19,442	-
Advance to suppliers	13,992	6,930	7,062	5,438	1,624
Accounts receivable from related parties	-	(14)	14	(4,970)	4,984
Prepaid expenses and other assets	4,365	(15)	4,380	(6,733)	11,113
Recoverable VAT and other taxes	9,160	(8,522)	17,682	17,263	419
Total current assets	133,450	(9,226)	142,676	28,182	114,494
Loans and accounts receivable from related parties	18,632	5,472	13,160	13,160	-
Prepaid expenses and other assets	-	(66)	66	(138)	204
Recoverable VAT and other taxes	1,888	1,888	-	-	-
Deferred income tax and social contribution	27,663	25,593	2,070	2,070	-
Cash held as collateral	18,249	2,980	15,269	15,269	-
Property, plant and equipment	202,864	(36,878)	239,742	81,168	158,574
Deferred exploration and evaluation expenditure	67,813	(6,442)	74,255	38,619	35,636
Total non-current assets	337,109	(7,453)	344,562	150,148	194,414
Total assets	470,559	(16,679)	487,238	178,330	308,908
Suppliers	33,885	(25,941)	59,826	35,519	24,307
Accounts payable	13,048	1,722	11,326	9,390	1,936
Loans and export prepayment	88,606	59,699	28,907	28,907	-
Lease liability	2,522	390	2,132	1,452	680
Prepayment from customers	2,178	24	2,154	2,154	-
Taxes payable	5,645	(7,921)	13,566	10,496	3,070
Founder’s royalty option	-	-	-	(5,081)	5,081
Payroll and related charges	2,818	290	2,528	2,119	409
Legal contingencies	222	222	-	-	-
Other liabilities	7,544	5,610	1,934	(25)	1,959
Total current liabilities	156,468	34,095	122,373	84,931	37,442
Loans and export prepayment	161,117	19,118	141,999	64,561	77,438
Lease liability	2,064	(1,531)	3,595	606	2,989
Taxes payable	4,566	4,428	138	138	-
Legal contingencies	4,705	4,705	-	-	-
Labor contingencies	4,634	3,621	1,013	(373)	1,386
Asset retirement obligations	4,175	339	3,836	(2,711)	6,547
Total non-current liabilities	181,261	30,680	150,581	62,221	88,360
Share capital	434,654	48,619	386,035	109,324	276,711
Stock-based compensation reserve	23,509	(35,465)	58,974	(44,962)	103,936
Tax incentive reserve	3,440	3,440	-	-	-
Accumulated other comprehensive income (loss)	(26,035)	(28,067)	2,032	5,062	(3,030)
Accumulated losses	(302,738)	(69,981)	(232,757)	(38,246)	(194,511)
Total shareholders' equity	132,830	(81,454)	214,284	31,178	183,106
Total liabilities and shareholders' equity	470,559	(16,679)	487,238	178,330	308,908

14

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

The Company’s total assets and liabilities showed the following key changes when comparing the balances as of December 31, 2024, to those as of December 31, 2023:

● trade accounts receivable decreased by $13.0 million, or 43.9%, to $16.7 million as of December 31, 2024, from $29.7 million as of December 31, 2023, due to the receipt of the final invoice for shipments made in 2023, along with the partial receipt of payments for shipments completed in the second half of 2024;

● inventories increased by $3.8 million, or 19.4%, to $23.2 million as of December 31, 2024, from $19.4 million as of December 31, due to the acquisition of spare parts;

● an increase of $6.9 million, or 98.1%, to $14.0 million as of December 31, 2024, from $7.1 million as of December 31, 2023, in advances to suppliers related to the purchase of consumable materials and services;

● a decrease of $8.5 million, or 48.2%, to $9.2 million as of December 31, 2024, from $17.7 million as of December 31, 2023, in recoverable VAT and other taxes, mainly due to the use of federal credits of $17.8 million and the transfer of VAT credits to non-current in the amount of $1.9 million, partially offset by new federal credits generated by the Company’s operations in the amount of $11.2 million;

● an increase of $25.6 million in deferred income tax and social contribution to $27.7 million as of December 31, 2024, from $2.1 million as of December 31, 2023, related to temporary tax differences, mainly unrealized exchange rate variations and first recognition of net operating loss (NOL);

● an increase of $5.5 million, or 41.6%, in loans and accounts receivable from related parties to $18.6 million as of December 31, 2024, from $13.2 million as of December 31, 2023, due to new payments for the loan agreement with the related party Tatooine Investimentos S.A.;

● a decrease of $36.9 million, or 15.4%, in property, plant and equipment to $202.9 million as of December 31, 2024, from $239.7 million as of December 31, 2023, due to the following factors: (i) foreign currency translation adjustment of subsidiaries in the amount of $36.9 million and $18.4 million in depreciation of the assets, which were partially offset by additions of $22.8 million in the year;

● a decrease of $25.9 million, or 43.4%, in suppliers to $33.9 million as of December 31, 2024, from $59.8 million as of December 31, 2023, due to a reduction in purchases of materials and services in the normal course of business as a measure to cut costs;

● an increase of $78.8 million, or 46.1%, to $249.7 million as of December 31, 2024 from $170.9 million of December 31, 2023, in loans and export prepayment in current and non-current liabilities due to new lines of credit of export prepayment trade finance of $242.6 million and foreign currency variation of $58.5 million, partially offset by the payment of interest in the amount of $43.6 million on the long-term export prepayment and export prepayment trade finance and repayment in the amount of $166.7 million of export prepayment trade finance; and

● an increase of $4.7 million in legal contingency, related to certain arbitrations and labor disputes, for which the likelihood of loss was assessed as probable.

15

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

Results of Operations

Three Months Period Ended December 31, 2024 compared to Three Months Period Ended December 31, 2023

The following table summarizes the items that resulted for the three-month period ended December 31, 2024, and 2023:

	For the three months ended
(in C$ 000s)	12/31/2024	12/31/2023	Change	%
Sales Revenue	67,207	51,306	15,901	31.0%
Cost of goods sold	(45,306)	(45,239)	(67)	0.1%
Sales expenses and commissions	(1,655)	(2,154)	499	(23.2%)
General and administrative expenses	(5,873)	(13,027)	7,154	(54.9%)
Other operating income (expenses), net	(2,933)	(179)	(2,754)	1538.5%
Stock-based compensation	(3,578)	(364)	(3,214)	883.0%
Financial income (expenses), net	(37,619)	(3,992)	(33,627)	842.4%
Income Tax and Social Contribution	18,078	432	17,646	4084.7%
Net loss for the period	(11,679)	(13,217)	1,538

The net loss decrease for the three-month period ended December 31, 2024, compared to the three-month period ended December 31, 2023, is primarily attributable to:

Sales revenue

Sales Revenue	For the three months ended
(in C$ 000s)	12/31/2024		12/31/2023		Change
High grade lithium concentrate		67,207		51,306		15,901
Total net revenue		67,207		51,306		15,901

Sales revenue increased by $15.9 million, totaling $67.2 million in the three-month period ended December 31, 2024, compared to $51.3 million in the three-month period ended December 31, 2023. Mainly due to an increase of 14.2% in sales volume.

16

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

Cost of Goods Sold

The following table summarizes the Company’s cost of goods sold for the three-month period ended December 31, 2024, and 2023.

Cost of goods sold	For the three months ended
(in C$ 000s)	12/31/2024			12/31/2023			Change
Mining costs
Salaries and benefits		(1,177	)		(814	)		(363	)
Mining service providers		(9,310	)		(9,764	)		454
Blasting and fuels		(5,807	)		(4,321	)		(1,486	)
Equipment rental		(124	)		(184	)		60
Others		(1,607	)		(208	)		(1,399	)
Total		(18,025	)		(15,291	)		(2,734	)
Processing costs
Salaries and benefits		(1,979	)		(4,641	)		2,662
Fuels		(380	)		(2,297	)		1,917
Consumables		(1,208	)		(7,480	)		6,272
Equipment rental		(530	)		(752	)		222
Taxes and fees		(841	)		(64	)		(777	)
Utilities		(272	)		(659	)		387
Plant Services		(1,434	)		-			(1,434	)
Equipment services		-			(2,278	)		2,278
Insurance		(415	)		-			(415	)
Mobile Crusher		(1,767	)		-			(1,767	)
Others		(1,206	)		(1,539	)		333
Total		(10,032	)		(19,710	)		9,678
Distribution costs
Freight		(3,522	)		(3,931	)		409
Insurance		(22	)		(133	)		111
Warehouse		(296	)		(455	)		159
Port Operations		(1,202	)		(1,173	)		(29	)
Freight Maritime		(2,776	)		-			(2,776	)
Total		(7,818	)		(5,692	)		(2,126	)
Royalties
Royalties		(3,164	)		(1,442	)		(1,722	)
Total		(3,164	)		(1,442	)		(1,722	)
Depletion and Depreciation
Depletion		(1,842	)		(1,347	)		(495	)
Depreciation		(4,425	)		(1,757	)		(2,668	)
Total		(6,267	)		(3,104	)		(3,163	)
Cost of goods sold total		(45,306	)		(45,239	)		(67	)

The total cost of goods sold remained stable, with a slight increase of $0.1 million, to $45.3 million for the three-month period ended December 31, 2024, from $45.2 million for the three-month period ended December 31, 2023. This increase is mainly due to higher efficiency in operating the Greentech Plant, which triggered lower processing costs of $9.7 million, partially offset by an increase in the mining costs of $2.74 million and an increase in distribution costs of $2.1 million. Starting January 1, 2024, the Company implemented a new cost center structure, allowing for more accurate cost allocation by nature. As a result, certain costs have been reclassified for the three-month period ended December 31, 2024, compared to the same period in 2023.

In addition, the Company's sales are also subject to royalty payments, which amounted to $3.2 million in the three-month period ended December 31, 2024, an increase of $1.7 million compared to the same period of 2023.

Sales Expenses and Commissions

The Company’s total sales expenses and commissions in the three-month period ended December 31, 2024, amounted to $1.7 million, a decrease of $0.5 million compared to the three-month period ended December 31, 2023, in 2023 the Company had recognized the sales commission as part of salaries and social charges of a commercial consultant.

17

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

General and Administrative Expenses

General and administrative expenses	For the three months ended
(in C$ 000s)	12/31/2024			12/31/2023			Change
Salaries and benefits (Board, CEO and CFO)		(223	)		(385	)		162
Salaries and benefits (Staff)		(1,020	)		(2,345	)		1,325
Legal		(968	)		(3,645	)		2,677
Travel		(1,091	)		(939	)		(152	)
Accounting services		(12	)		(288	)		276
Audit services		(287	)		(577	)		290
Insurance (D&O)		(696	)		(1,187	)		491
Public company costs, business development and investor relations		(602	)		(548	)		(54	)
Taxes and fees		-			(106	)		106
Severance		(137	)		-			(137	)
Depreciation		(21	)		(55	)		34
Others		(816	)		(2,952	)		2,136
General and administrative expenses total		(5,873	)		(13,027	)		7,154

The general and administrative expenses of $5.9 million decreased by $7.2 million in the three-month period ended December 31, 2024, as compared to $13.0 million in the same period of 2023.

The primary factors behind this decrease include a $1.3 million reduction in salaries and benefits (staff) and a $0.1 million decrease in taxes and fees, resulting from the cost structure revision implemented at the end of 2023. Additionally, the Company experienced a $2.7 million decrease in legal expenses, reflecting reduced use of legal services during the three months ended December 31, 2024, compared to the same period of 2023.

Other Operating expenses

Other operating expenses	For the three months ended
(in C$ 000s)	12/31/2024			12/31/2023			Change
Salaries and benefits (ESG)		60			(575	)		635
(Accrual) reversal for contingencies		(3,646	)		1,371			(5,017	)
Social programs		(129	)		(893	)		764
Instituto Lítio Verde		(474	)		-			(474	)
Others		1,256			(82	)		1,338
Other operating expenses, total		(2,933	)		(179	)		(2,754	)

Other operating income and expenses increased by $2.7 million to $2.9 million of expenses in the three-month period ended December 31, 2024, from $0.2 million of expenses in the three-month period ended December 31, 2023, mainly due to an increase of $5.0 million in the accrual for contingencies related to the change in risk assessment of ongoing lawsuit and, an increase of $0.5 million in sponsorship to the Instituto Lítio Verde incurred in the period.

Stock-based compensation

The increase of $3.2 million in stock-based compensation expenses to $3.6 million in the three-month period ended December 31, 2024, from $0.4 million in the three-month period ended December 31, 2023, is due to net impact results from the capitalization of expenses related to contracts associated with the completion of Greentech Plants occurred in December 2023 and the decline in the average share price in December 2024.

18

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

Financial expenses, net

Financial expenses, net	For the three months ended
(in C$ 000s)	12/31/2024			12/31/2023			Change
Financial income		1,895			249			1,646
Financial expenses
Interest on Loans and export prepayment		(7,475	)		(5,117	)		(2,358	)
Contractual penalty		(6,978	)		-			(6,978	)
Interest and late payment penalties on taxes		(1,649	)		(1,945	)		296
Fair value of leases		(250	)		(130	)		(120	)
Taxes on foreign currency transactions		(460	)		(769	)		309
Fair value asset retirement obligation		(50	)		(423	)		373
Foreign exchange fees		(1,501	)		-			(1,501	)
Other expenses		(18	)		212			(230	)
Total		(16,486	)		(7,923	)		(8,563	)
Foreign exchange variation on net assets		(21,133	)		3,931			(25,064	)
Financial expenses, net total		(37,619	)		(3,992	)		(33,627	)

Net financial expenses increased by $33.6 million, to $37.6 million in the three-month period ended December 31, 2024, from $4.0 million in the three-month period ended December 31, 2023, due to the following primary factors:

● an increase in foreign exchange variation loss on net assets of $25.0 million, to $21.1 million recognized in the three-month period ended December 31, 2024, from a foreign exchange variation gains on net assets $3.9 million recognized in the three-month period ended December 31, 2023, primarily due to the 13.7% depreciation of the Brazilian Real against the US dollar in the three-month period ended December 31, 2024 in comparison the appreciation of 3.3% in the same period of 2023;

● an increase in interest on loans and export prepayment of $2.3 million, to $7.5 million in the three-month period ended December 31, 2024, from $5.1 million in the three-month period ended December 31, 2023, mainly due to export prepayment trade finance drawn in 2024; and

● in the three-month period ended December 31, 2024, the Company recognized a penalty in the amount of $7.0 million for non-compliance with certain contractual clauses (covenants) under the financial export prepayment.

19

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

Year Ended December 31, 2024 compared to Year Ended December 31, 2023

The following table summarizes the items that resulted in the net loss for year ended December 31, 2024, and 2023:

	For the twelve months ended
(in C$ 000s)	12/31/2024			12/31/2023			Change			%
Sales Revenue		208,747			181,231			27,516			15.2	%
Cost of goods sold		(164,473	)		(92,335	)		(72,138	)		78.1	%
Sales expenses and commissions		(3,871	)		(2,485	)		(1,386	)		55.8	%
General and administrative expenses		(25,215	)		(54,398	)		29,183			-53.6	%
Other operating income (expenses), net		(10,203	)		(6,657	)		(3,546	)		53.3	%
Stock-based compensation		(11,172	)		(46,990	)		35,818			-76.2	%
Financial income (expenses), net		(84,176	)		(9,893	)		(74,283	)		750.9	%
Income Tax and Social Contribution		20,382			(6,719	)		27,101			-403.3	%
Net loss for the period		(69,981	)		(38,246	)		(31,735	)

The increase in the net loss for the year ended December 31, 2024, as compared to year ended December 31, 2023, is primarily attributable to:

Sales revenue

Sales Revenue	For the twelve months ended
(in C$ 000s)	12/31/2024		12/31/2023		Change
High grade lithium concentrate		208,747		177,709		31,038
Green By-Products		-		3,522		(3,522	)
Total net sales revenue		208,747		181,231		27,516

The Company’s sales volume for the year ended December 31, 2024 totaled 236.8 kt of Green Lithium compared to 135.0 kt for the year ended December 31, 2023, with total sales revenues of $208.7 million for the year ended December 31, 2024, compared to $181.2 million for the year ended December 31, 2023. The increase in sales volume is mainly due to the cadence of sales activities during twelve months of 2024 compared to only six months of sales activities in the second half year of 2023. Despite the significant increase in sales volume, total sales revenue presented a modest increase due to lower realized prices for the year ended December 31, 2024. For the year ended December 31, 2024, the sales revenue are decreased by $64,238 due to negative provisional price adjustments. The final price at settlement may differ from initial book value, and changes in said value are permanently monitored in the lithium market and any provisional pricing adjustments are recognized in revenue in the statement of loss.

20

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

Cost of Goods Sold

The following table summarizes the Company’s cost of goods sold for the year ended December 31, 2024 and 2023.

Cost of goods sold	For the twelve months ended
(in C$ 000s)	12/31/2024			12/31/2023			Change
Mining costs
Salaries and benefits		(4,187	)		(1,074	)		(3,113	)
Mining service providers		(40,511	)		(18,786	)		(21,725	)
Blasting and fuels		(23,260	)		(8,924	)		(14,336	)
Equipment rental		(553	)		(752	)		199
Others		(6,520	)		(202	)		(6,318	)
Total		(75,031	)		(29,738	)		(45,293	)
Processing costs
Salaries and benefits		(12,181	)		(6,423	)		(5,758	)
Fuels		(1,697	)		(4,072	)		2,375
Consumables		(3,940	)		(15,048	)		11,108
Equipment rental		(1,790	)		(3,067	)		1,277
Taxes and fees		(847	)		(358	)		(489	)
Utilities		(1,498	)		(765	)		(733	)
Plant Services		(6,299	)		(2,278	)		(4,021	)
Equipment services		(638	)		-			(638	)
Insurance		(1,696	)		-			(1,696	)
Mobile Crusher		(3,751	)		-			(3,751	)
Others		(5,400	)		(2,452	)		(2,948	)
Total		(39,737	)		(34,463	)		(5,274	)
Distribution costs
Freight		(11,616	)		(12,744	)		1,128
Insurance		(78	)		(133	)		55
Warehouse		(931	)		(455	)		(476	)
Port Operations		(4,260	)		(2,263	)		(1,997	)
Freight Maritime		(6,068	)		-			(6,068	)
Demurrage		(436	)		-			(436	)
Other		(90	)		-			(90	)
Total		(23,479	)		(15,595	)		(7,884	)
Royalties
Royalties		(7,366	)		(5,168	)		(2,198	)
Total		(7,366	)		(5,168	)		(2,198	)
Depletion and Depreciation
Depletion		(6,990	)		(3,084	)		(3,906	)
Depreciation		(11,870	)		(4,287	)		(7,583	)
Total		(18,860	)		(7,371	)		(11,489	)
Cost of goods sold total		(164,473	)		(92,335	)		(72,138	)

Total cost of goods sold increased by $72.1 million to $164.5 million for the year ended December 31, 2024, compared to $92.3 million for the year ended December 31, 2023. This increase was mainly due to a 75.5% increase in sales volume since the Company had only six months of sales activities in the year ended December 31, 2023 compared to twelve months in 2024. In addition, the Company's sales are subject to royalty payments, which amounted to $7.4 million in the year ended December 31, 2024, an increase of $2.2 million compared to the same period in 2023.

Sales Expenses and Commissions

The Company’s total sales expenses and commissions in the year ended December 31, 2024, amounted to $3.9 million an increase of $1.5 million compared to the same period in 2023.

21

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

General and Administrative Expenses

General and administrative expenses	For the twelve months ended
(in C$ 000s)	12/31/2024			12/31/2023			Change
Salaries and benefits (Board, CEO and CFO)		(1,422	)		(1,122	)		(300	)
Salaries and benefits (Staff)		(5,073	)		(13,313	)		8,240
Legal		(4,155	)		(9,624	)		5,469
Travel		(3,210	)		(3,958	)		748
Accounting services		(617	)		(1,303	)		686
Audit services		(1,274	)		(2,244	)		970
Insurance (D&O)		(3,025	)		(4,761	)		1,736
Public company costs, business development and investor relations		(3,000	)		(3,454	)		454
Taxes and fees		(51	)		(1,886	)		1,835
Advisory services		-			(5,377	)		5,377
Demurrage/Transport		-			(1,649	)		1,649
Insurance		-			(1,025	)		1,025
Severance		(564	)		-			(564	)
Depreciation		(110	)		(176	)		66
Others		(2,714	)		(4,506	)		1,792
General and administrative expenses total		(25,215	)		(54,398	)		29,183

The general and administrative expenses of $25.2 million decreased by $29.2 million in the year ended December 31, 2024, as compared to $54.4 million in the same period in 2023.

The main factors for this decrease include a $8.2 million decrease in salaries and benefits (Staff), a $1.7 million decrease in insurance (D&O) and $1.8 million decrease in taxes and fees, as a result of the cost structure revision at the end of 2023. Additionally, the Company incurred in $5.5 million lower legal expenses, due to a significant amount of specific legal costs incurred in 2023, as well as a $1.0 million lower audit service expenses, $0.7 million accounting expenses and $8.0 million in other several expenses, such as advisory services, demurrage/transport and insurance, incurred in the year ended December 31, 2023.

Other Operating Expenses

Other operating expenses	For the twelve months ended
(in C$ 000s)	12/31/2024			12/31/2023			Change
ESG (“Environmental Social Governance”) expenses
Salaries and benefits (ESG)		(1,272	)		(2,266	)		994
(Accrual) reversal for contingencies		(6,502	)		768			(7,270	)
Taxes and fees		(1,349	)		-			(1,349	)
Social programs		(531	)		(5,061	)		4,530
Instituto Lítio Verde		(1,584	)		-			(1,584	)
Others		1,035			(98	)		1,133
Other operating expenses total		(10,203	)		(6,657	)		(3,546	)

Other operating expenses increased by $3.5 million to $10.2 million of expenses in the year ended December 31, 2024 from $6.7 million of expenses in the year ended December 31, 2023, mainly due to a $7.3 million increase in the provision for legal contingencies related to the change in risk assessment of ongoing lawsuits, $1.3 million higher withholding taxes incurred in the period and $1.6 million in sponsorship to the Instituto Lítio Verde, partially offset by the reduction of $4.5 million in social programs.

22

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

Stock-based compensation

The decrease of $35.8 million in stock-based compensation to $11.2 million in the year ended December 31, 2024, from $47.0 million in the year ended December 31, 2023, is due to a decrease in the weighted average grant date fair value and 49.4% in new grants in restricted shares units.

Financial expenses, net

Financial expenses, net	For the twelve months ended
(in C$ 000s)	12/31/2024			12/31/2023			Change
Financial income		5,584			3,360			2,224
Financial expenses
Interest on Loans and export prepayment		(28,825	)		(15,245	)		(13,580	)
Contractual penalty		(6,978	)		-			(6,978	)
Interest and late payment penalties on taxes		(2,416	)		(1,945	)		(471	)
Fair value of leases		(511	)		(456	)		(55	)
Taxes on foreign currency transactions		(1,995	)		(2,472	)		477
Fair value asset retirement obligation		(213	)		(731	)		518
Foreign exchange fees		(3,337	)		-			(3,337	)
Other expenses		(179	)		(696	)		517
Total		(38,870	)		(18,185	)		(20,685	)
Foreign exchange variation on net assets		(45,306	)		8,292			(53,598	)
Financial expenses, net total		(84,176	)		(9,893	)		(74,283	)

Net financial expenses increased by $74.3 million, to $84.2 million for the year ended December 31, 2024, from $9.9 million in the same period of 2023, due to the following primary factors:

● an increase in foreign exchange variation loss on net assets of $53.6 million, to $45.3 million recognized in the year ended December 31, 2024, from $8.3 million recognized in the year ended December 31, 2023, primarily due to the 27.9% depreciation of the Brazilian Real against the US dollar;

● an increase in interest on loans and export prepayment of $13.6 million, to $28.8 million in the year ended December 31, 2024, from $15.2 million in the year ended December 31, 2023, mainly due to export prepayment trade finance drawn in 2024; and

● in year ended December 31, 2024, the Company recognized a penalty in the amount of $7.0 million for non-compliance with certain contractual clauses (covenants) under the financial export prepayment.

Non-GAAP Measure

a) Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”)

The adjusted EBITDA is meaningful for the stakeholders, since the Company can demonstrate the effective EBITDA, considering the stock-based compensation impact in net loss. Since this item is a non-cash effect, the reconciliation below is necessary and relevant for understanding the Company´s EBITDA measurement.

23

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

Adjusted EBITDA is a non-GAAP measure, which is calculated using net loss for the period and excluding the amounts charged as (i) depreciation and depletion, (ii) financial expenses and (iii) income taxes as shown in the reconciliation below:

EBITDA - Reconciliation	For the three months ended						For the twelve months ended
(in C$ 000s)	12/31/2024			12/31/2023			12/31/2024			12/31/2023
Net loss for the period		(11,679	)		(13,217	)		(69,981	)		(38,246	)
(+) Depreciation and depletion		6,288			3,159			18,970			7,547
(+) Financial expenses¹		37,619			5,247			84,176			15,921
(+) Income taxes		(18,078	)		(432	)		(20,382	)		6,719
EBITDA		14,150			(5,243	)		12,783			(8,059	)
(+) Stock-based compensation		3,578			364			11,172			46,990
Adjusted EBITDA		17,728			(4,879	)		23,955			38,931
Adjusted EBITDA (%)²		26.4	%		(9.5	)%		11.5	%		21.5	%

¹ For 2023 the Company considered interest on loans and export prepayment agreements, taxes and leases;

² For the adjusted EBITDA (%) the Company consider the amount of the adjusted EBITDA over the net revenue, which represents

net revenue of $67,207 for the three-month period ended December 31, 2024, $51,306 for the three-month period ended December 31, 2023; $208,747 for the year ended December 31, 2024, and $181,231 for the year ended December 31, 2023.

b) General and administrative expenses split between ongoing and one-off and certain other expenses

The Company’s management separated the general and administrative expenses per nature in ongoing and one-off and certain other expenses since the Company incurred a number of those one-off and certain other expenses that are not expected to incur continuously. The table below shows the separate information of the ongoing and one-off expenses incurred in the year. For the year ended December 31, 2024, the Company incurred one-off and certain other expenses in the amount of $2.8 million, mainly legal expenses. For the year ended December 31,2023, the events occurred were the inauguration of the industrial plant, a period when the Company incurred an atypical number of travel expenses (such as airplane tickets, meals and accommodations). Other events which demanded high level of legal expenses not compatible with the size of our operations were related to the due diligence for the potential acquisition of the Company and the litigation for the theft event occurred in the virtual data room established for that potential acquisition.

General and administrative expenses	Twelve Months Period Ended December 31, 2024									Twelve Months Period Ended December 31, 2023
(in C$ 000s)	Total			One-off and certain other expenses			Ongoing			Total			One-off and certain other expenses			Ongoing
Salaries and benefits (CEO and CFO)		(1,422	)		140			(1,562	)		(1,122	)		-			(1,122	)
Salaries and benefits (Staff)		(5,073	)		455			(5,528	)		(13,313	)		(6,090	)		(7,223	)
Legal		(4,155	)		(2,765	)		(1,390	)		(9,624	)		(9,270	)		(354	)
Travel		(3,210	)		(27	)		(3,183	)		(3,958	)		(1,849	)		(2,109	)
Accounting services		(617	)		(545	)		(72	)		(1,303	)		(1,053	)		(250	)
Audit services		(1,274	)		-			(1,274	)		(2,244	)		(1,334	)		(910	)
Insurance (D&O)		(3,025	)		-			(3,025	)		(4,761	)		-			(4,761	)
Public company costs, business development and investor relations		(3,000	)		(202	)		(2,798	)		(5,631	)		(2,971	)		(2,660	)
Taxes and fees		(51	)		(2	)		(49	)		(1,886	)		(1,806	)		(80	)
Severance		(564	)		(564	)		-			-			-			-
Depreciation and depletion		(110	)		-			(110	)		(176	)		-			(176	)
Other		(2,714	)		(129	)		(2,585	)		(10,380	)		(8,724	)		(1,656	)
General and administrative expenses		(25,215	)		(3,639	)		(21,576	)		(54,398	)		(33,097	)		(21,301	)

24

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

Liquidity and Capital Resources

Cash Flow Highlights	For the three months ended						For the twelve months ended
(in C$ 000s)	12/31/2024			12/31/2023			12/31/2024			12/31/2023
Cash provided by (used in) Operating Activities		(16,612	)		49,527			(24,347	)		(30,792	)
Cash used in Investing Activities		(5,055	)		(20,299	)		(32,560	)		(82,217	)
Cash provided by (used in) Financing Activities		3,284			(3,133	)		72,116			77,825
Effect of Foreign Exchange on Cash		(4,209	)		166			(13,559	)		3,233
Change in Cash and Cash Equivalents		(22,592	)		26,261			1,650			(31,951	)
Cash & Cash Equivalents – Beginning of Period		88,645			38,142			64,403			96,354
Cash & Cash Equivalents – End of Period		66,053			64,403			66,053			64,403

Liquidity Outlook

As of three-month period ended December 31, 2024, the Company had $66.0 million in cash and cash equivalents, which compares to the $64.4 million as of December 31,2023. For the three-month period ended December 31, 2024, the cash and cash equivalents decreased by $22.6 million (an increase of $26.3 million for the three-month period ended December 31,2023), mainly related to cash used in operating activities of $16.6 million (cash provided of $49.5 million as of December 31,2023), cash used in investing activities of $5.1 million (cash used of $20.3 million as of December 31,2023) and cash provided by financing activities of $3.3 million (cash used of $3.1 million as of December 31,2023) and an effect of foreign exchange rate on cash and cash equivalents decreasing the balance by $4.2 million (an increase of $0.2 million of December 31, 2023).

As of December 31, 2024, the Company had total debt outstanding (loans and export prepayment) of $249.7 million compared to $244.8 million as of September 30, 2024, comprised of the long-term export prepayment agreement of $142.9 million, $20.3 million drawn from BDMG and the export prepayment trade finance of $86.5 million.

For the three-month period ended December 31, 2024, total debt outstanding (loans and export prepayments) increased by $4.9 million, mainly due to new trade finance credit lines for export prepayments raised during the quarter, totaling $19.2 million and $13.2 million of foreign currency translation adjustments and foreign exchange variation, partially offset by the repayment of principal on an export prepayment trade finance of $16.5 million and

payment of interest on long-term export prepayment in the amount of $17.9 million.

As of December 31, 2024, the Company had $66.0 million in cash and cash equivalents, which compares to the $64.4 million as of December 31, 2023. For the year ended December 31, 2024, the cash and cash equivalents increased by $1.6 million (a decrease of $31.9 million for the year ended December 31,2023), mainly related to cash used in operating activities of $21.7 million (cash used of $30.8 million as of December 31,2023), cash used in investing activities of $35.2 million (cash used of $82.2 million as of December 31,2023) and cash provided by in financing activities of $72.1 million (cash provided of $77.8 million as of December 31,2023) and an effect of foreign exchange rate on cash and cash equivalents decreasing the balance in $13.6 million (an increase of $3.2 million as of December 31, 2023).

As of December 31, 2024, the Company had total debt outstanding (loans and export prepayment) of $249.7 million, compared to $170.9 million as of December 31, 2023, comprised of the long-term export prepayment agreement of $142.9 million, $20.3 million drawn from BDMG and the export prepayment trade finance of $86.5 million.

25

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

As of December 31, 2024, total outstanding debt (loans and export prepayments) increase by $78.8 million, mainly due to new export prepayment trade finance lines of credit raised during the year, totaling $233.6 million, an additional tranche of $9.0 million drawn from BDMG, interest accrual on the long-term export prepayment of $17.3 million, and $15.9 million in foreign currency translation adjustments and exchange rate variations. These increases were partially offset by the repayment of $166.5 million in principal on export prepayment trade finance and the payment of $34.0 million in interest on the long-term export prepayment, compared to $170.9 million outstanding as of December 31, 2023.

Three-Month Period Ended December 31, 2024 compared to Three-Month Period Ended December 31, 2023

Operating Activities

Cash used in operating activities was $16.6 million for the three-month period ended December 31, 2024, compared to cash provided by operating activities of $49.5 million for the three-month period ended December 31, 2023, the increase in net cash used in operating activities of $59.7 million is mainly due to:

● A reduction of $1.1 million in the net loss for the period, to a net loss of $11.8 million for the quarter ended December 31, 2024, compared to a net loss of $12.7 million for the quarter ended December 31, 2023, adjusted by $18.2 million in certain reconciling items that do not represent cash receipts or disbursements, such as a reduction in interest accruals of $6.6 million on financing and $17.6 million in income tax and social contribution, as well as an increase in depreciation and amortization expenses and other small variations which, together, amounted to adjustments of $8.1 million. These effects were partially offset by an increase of $3.2 million in share-based compensation expenses and $33.7 million in net exchange variations;

● The lower decrease in trade accounts receivable of $41.8 million, to a decrease of $2.4 million in the three-month period ended December 31, 2024, from a decrease by $44.2 million in the three-month period ended December 31, 2024, due to sales made in the fourth quarters being partially received before December 31, 2024;

● An increase in suppliers of $5.8 million, to $3.3 million in the three-month period ended December 31, 2024, from an increase of $9.0 million in the three-month period ended December 31, 2023, due to higher purchases of materials and services during the third quarter; and

● In the three-month period ended December 31, 2024, the Company made an interest payment of $21.2 million, which $2.8 million related to export prepayment agreements, $0.4 million for financing agreements with BDMG and $17.9 million for long-term export prepayment agreements. The Company did not pay interest in the three-month period ended December 31, 2023.

Investing Activities

For the three-month period ended December 31, 2024, the cash used in investing activities is $5.1 million, when compared to cash used of $20.3 million in the same period of 2023, a decrease of $15.2 million primarily due to $11.7 million less in advances for land acquisition and geological expenditures and $7.4 million lower additions to property, plant, and equipment.

Financing Activities

For the three-month period ended December 31, 2024, cash provided by financing activities was $3.3 million compared to cash used of $3.1 million in the same period of 2023, an increase of $6.4 million primarily due to higher export prepayment trade finance lines of credit raised in the amount of $7.6 million.

26

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

Year Ended December 31, 2024 compared to Year Ended December 31, 2023

Operating Activities

Cash used in operating activities is $24.3 million for the year ended December 31, 2024, compared to cash used in operating activities of $30.8 million for the year ended December 31, 2023, the decrease in net cash used in operating activities of $6.4 million is mainly due to:

● An increase of $31.7 million in the net loss for the period, to a net loss of $70.0 million for the year ended December 31, 2024, compared to a net loss of $38.2 million for the year ended December 31, 2023, adjusted by $32.1 million in certain reconciling items that do not represent cash receipts or disbursements, such as interest accruals of $11.5 million on loans and financing and the net foreign exchange variation of $68.0 million, as well as depreciation and amortization expenses, deferred income taxes and other small changes which, combined, aggregated total adjustments, of $9.9 million. These effects were partially offset by a decrease of $35.8 million in stock-based compensation expenses and $27.1 million in income tax and social contribution - current and deferred;

● A decrease of $36.1 million in trade accounts receivable to a decrease of $5.7 million for the year ended December 31, 2024, from an increase of $30.4 million in the same period of 2023, due to the fact that sales made in the fourth quarter of 2024 were partially received in the same period;

● A lower increase in inventories amounting to $11.3 million, to an increase of $7.2 million in the year ended December 31, 2024, from an increase of $18.6 million in the same period of 2023, as the Company began its sales activities in the third quarter of 2023;

● A lower increase in recoverable VAT and other taxes amounting to $4.8 million, to an increase of $12.4 million in the year ended December 31, 2024, from an increase of $17.3 million in the same period of 2023, mainly due to the reduction of PIS and COFINS credits arising from the Company's operations;

● A decrease of $19.6 million in suppliers to a decrease of $4.7 million for the year ended December 31, 2024, from an increase of $14.8 million in the same period of 2023 as the Company has taken measures to cut costs on a regular basis;

● For year ended December 31, 2024, the Company made an interest payment of $43.6 million, which $ 8.6 million related to export prepayment agreements, $1.0 million for financing agreements with BDMG and $34.0 million to long-term export prepayment agreements – of which $17.9 million was recognized in 2024 and $16.1 million in 2023. For the year ended December 31, 2023, payments were made in the amount of $0.5 million;

● A decrease of $2.3 million in 2023 related to income taxes paid; for the year ended December 31, 2024, the Company did not incur income tax payments;

● An increase of $7.3 million in taxes payable for the year ended December 31, 2024, mainly $5.1 million in installment taxes, $1.1 million in CFEM and $0.8 million in taxes and fees withheld on services and financial investments; and

● An increase of $5.4 million in founder’s royalty in 2024 due to cash settlement to close the obligation of paying perpetual royalties paid in 2023.

Investing Activities

Cash used in investing activities totaled $32.6 million for the year ended December 31, 2024, compared to $82.2 million for the year ended December 31, 2023. The $49.7 million decrease in net cash used for investing activities was primarily driven by $22.7 million in lower additions to property, plant, and equipment, a $19.2 million reduction in deferred exploration and evaluation expenditures, and $7.8 million decrease in advances for land acquisition and geological expenditures. During the first half of 2023, the Company continued to incur costs related to the construction of Phase 1 Greentech Plant, which began in 2022. In contrast, during the same period in 2024, expenditures were mainly allocated to improvements at the Greentech Plant, the capitalization of $7.1 million in stripping costs and $3.3 million in expenditures for the construction of Phase 2.

27

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

Financing Activities

For the year ended December 31, 2024, the net cash from financing activities of $72.1 million is mainly due to new export prepayment trade finance lines of credit raised, totaling $233.6 million, partially offset by the repayment of principal on an export prepayment trade finance of $166.5 million, Additionally, the Company entered into a new contract with BDMG for $9.0 million. Also, the Company paid lease liabilities of $3.4 million. The same period in 2023, the net cash from financing activities of $77.8 million was primarily driven by $54.4 million of proceeds drawn in February and March 2023 under the long-term export prepayment agreement (now fully drawn) and $26.0 million of proceeds from BDMG drawn in in January 2023.

CURRENT SHARE DATA

Issued and outstanding securities of the Company as at the date of this MD&A were as follows:

Common Shares Issued and Outstanding	111,855,756
RSUs (1)	351,352
Stock Options (1)	228,125
Fully Diluted Number of Common Shares	112,435,233

⁽¹⁾ RSUs and stock options in the table above are antidilutive at the date of this MD&A since the Company operates in loss.

DISCLOSURE, CONTROLS & PROCEDURES

The CEO and CFO of the Company are responsible for establishing and maintaining disclosure controls and procedures (“DC&P”) for the Company as defined under National Instrument 52-109 (NI 52-109) issued by the Canadian Securities Administrators and in Rule 13a-15d - 15(e) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). The DC&P is to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in the securities legislation and include controls and procedures designed to ensure that information required to be disclosed by an issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is accumulated and communicated to the Company’s management, including its certifying officers, as appropriate to allow timely decisions regarding required disclosure. The CEO and CFO of the Company concluded that, as a result of the material weaknesses in internal control over financial reporting as described below, our disclosure controls and procedures were not effective as of December 31, 2024.

In light of considering the material weaknesses described below, management performed additional analysis and other procedures to ensure that our consolidated financial statements were prepared in accordance IFRS Accounting Standards as issued by the International Accounting Standards Board. Accordingly, management believes that the consolidated financial statements included in this Annual Report on Form 40-F fairly present, in all material respects, our financial position, results of operations, and cash flows as of and for the periods presented, in accordance with IFRS Accounting Standards.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in NI 52-109 and Rule 13a-, 15d - 15(f) of the Exchange Act. Under the supervision and with the participation of Management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon criteria established in Internal Control – Integrated Framework (2013) by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, Management concluded that our internal control over financial reporting was not effective as of December 31, 2024 due to the material weaknesses described below.

A material weakness is a deficiency, or a combination of deficiencies, financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

28

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

Management has identified the following material weaknesses:

■ An ineffective control environment resulting from an insufficient number of trained personnel with the appropriate skills and knowledge, including an appropriate assigned level of authority, responsibility and accountability related to the design, implementation and operating effectiveness of financial reporting, as well as insufficient board oversight over the development and performance of internal controls;

■ An ineffective risk assessment process necessary to identify all relevant risks of material misstatement, including fraud risks, and to evaluate changes that could impact internal control over financial reporting, as well as the implications of relevant risks on the achievement of objectives, including financial reporting objectives;

■ An ineffective internal and external information and communication process to ensure the relevance, timeliness and quality of information used in control activities, including the communication of the Company’s whistleblower policy and the preparation and selection of appropriate methods for communicating external information;

■ An ineffective monitoring process to ensure controls are periodically evaluated, results of testing are communicated to senior management and the board of directors and the control deficiencies are tracked for remediation on a timely basis; and

■ Ineffective control activities due to the (i) failure to deploy general control activities over information technology (ii) failure to document policies and procedures and (iii) failure to document control activities to mitigate risks.

The control deficiencies resulted in immaterial misstatements to the consolidated financial statements. Furthermore, the control deficiencies described above created a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis. Therefore we concluded that the deficiencies represent material weaknesses in the Company’s internal control over financial reporting and our internal control over financial reporting was not effective as of December 31, 2024.

The Company engaged Grant Thornton Auditores Independentes Ltda. (“Grant Thornton”) to perform an “integrated audit” which encompassed an opinion on the Company’s annual consolidated financial statements as of and for the year ended December 31, 2024, as well as an opinion on the effectiveness of the Company’s Internal Control over Financial Reporting (“ICFR”) as of December 31, 2024. Grant Thornton, the Company’s independent registered public accounting firm, audited the Company's consolidated financial statements and issued an adverse opinion on the effectiveness of ICFR. Grant Thornton‘s attestation report on the Company’s ICFR was incorporated by reference into the Company’s annual report on Form 40-F under the Exchange Act for the year ended December 31, 2024.

MANAGEMENT’S REMEDIATION PLAN

The Company continues its efforts to address the material weaknesses mentioned above. These remediation efforts are ongoing, and the Company intends to sustain its initiatives aimed at enhancing the internal control environment, a task that will demand significant efforts throughout 2025.

The Company is conducting a comprehensive review of our internal control procedures and have been actively pursuing steps to address and remediate the identified material weaknesses. The Company:

(i) will seek external consultants to assist Management in assessing its internal control over financial reporting, mapping all existing control deficiencies, defining remediation plans and formed a team responsible for redesigning processes and developing process automation, including those related to accounting and reporting;

(ii) strengthened the accounting and reporting team by hiring more experienced people, which resulted in the replacement of key-personnel as well as reducing reliance on third parties engaged in the accounting, tax and reporting activities;

(iii) implemented new procedures to enhance accuracy in the interim and annual filings. This includes developing a detailed financial statement closing schedule to oversee preparation, completion, and quality control. Additionally, we introduced the Disclosure and Content Guide, a comprehensive checklist ensuring compliance with all financial reporting requirements. Although it is not documented as a control, senior management now conducts additional layers of review to ensure the accuracy of the filings; and

29

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

(iv) took steps to improve our information technology (IT) controls and infrastructure. These efforts include addressing IT general control (ITGC) activities, establishing relevant policies and procedures, and engaging external SAP developers to implement IT system improvements and address gaps in the IT structure. Additionally, measures that have been implemented in 2024 involved collaborating with SAP developers to map existing gaps, enhance ITGC, and establish policies and procedures for the IT organization structure. This included the development of a Data Security Policy and an Access Control Policy.

Further steps to remediate the material weaknesses described above that the Company is pursuing include the following:

a. Control environment: We are committed to continuously identifying, training, and retaining personnel with the necessary skills and experience in designing, operating, and documenting internal controls over financial reporting. Additionally, we plan to expand our finance staff to enhance the segregation of duties and responsibilities.

b. Risk assessment: The Company is redesigning all financial reporting that will enhance risk assessment process, document the process understanding, creating flowchart, identifying process risk point and control to address it.

c. Information and communication: The Company is redesigning its whistleblower channel to make it user friendly and stimulate the usage thereof as a tool for important external and internal communication. We will continue enhancing data reliability and internal controls, harmonizing our IT controls, and addressing current system limitations.

d. Monitoring activities: The financial and accounting team will work with external specialists to bring in expertise and expedite the remediation of control deficiencies at the process level during 2025 with a focus on the controls matrix for processes underlying all significant accounts and disclosures. The external specialists with expertise in internal controls implementation are assisting with the development and documentation of the following workstreams related to the internal controls over financial reporting needed to be in compliance with SOX (“Sarbanes Oxley”): (i) prepare and review the risks and controls matrix; (ii) establish a Project Management Office to manage the control deficiencies and remediation; (iii) develop and document structured policies and procedures; (iv) test the design, implementation and operating effectiveness of the internal controls after remediation to support the CEO and CFO certifications; and (v) support training content development and conducting training sessions across the Company.

e. Control activities: We will continue to refine our control activities to mitigate risks and ensure the achievement of objectives, designing and implementing controls activities and IT general controls over all the processes in order to address the process risk point.

We are confident that our remediation plan will adequately address the identified material weaknesses and bolster our internal control over financial reporting. Management will continue to review and make necessary changes to the overall design and operation of the Company’s internal control environment, as well as the policies and procedures to improve the overall effectiveness of internal control over financial reporting. The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management concludes, through testing, that these controls are operating effectively. The Company has taken steps toward remediation during the 2024 fiscal year but working towards having its internal controls environment free of material weaknesses by the end of fiscal year 2025.

30

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING AND REMEDIATION

As described above under Remediation Efforts to Address the “Material Weaknesses”, we are taking actions to remediate the material weaknesses in our internal control over financial reporting. There were implemented some changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the year ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

RELATED PARTY TRANSACTIONS

The Company’s related parties include:

Related Party	Nature of relationship
A10 Group	A10 Group is composed of: (a) A10 Investimentos Ltda; (b) A10 Finanças e Capital Ltda, (“A10 Finanças”); (c) A10 Partners Participações Ltda; (d) A10 Serviços Especializados de Avaliação de Empresas Ltda, (“A10 Advisory”); and (e) A10 Serviços de Análise de Empresas e Administrativos Ltda.
A10 Investimentos Ltda,	A10 Investimentos Ltda, is an asset management firm controlled by Marcelo Paiva, a Director of the Company, who is the investment manager of the A10 Fundo de Investimento de Ações – Investimento no Exterior (“A10 Fund”), which holds a controlling position in the Company.
A10 Finanças	A10 Finanças is primarily a holding company, The firm is controlled by Marcelo Paiva, a Director of the Company.
A10 Partners Participações Ltda,	A10 Partners Participações Ltda, is a holding company, The firm is controlled by Marcelo Paiva, a Director of the Company, and had no transactions with the Company before or during the year ended December 31, 2024.
A10 Advisory	A10 Advisory is an administrative services firm controlled by Marcelo Paiva, a Director of the Company, The CEO, Ana Cabral-Gardner has a minority interest.
A10 Serviços de Análise de Empresas e Administrativos Ltda,	A10 Serviços de Análise de Empresas e Administrativos Ltda, is an administrative services firm controlled by Marcelo Paiva, a Director of the Company, and had no transactions with the Company before or during year ended December 31, 2024.
Miazga	Miazga Participações S,A is a land administration company in which Ana Cabral-Gardner, the CEO of the Company has an indirect economic interest.
Arqueana	Arqueana Empreendimentos e Participações S,A, is a land administration company in which Ana Cabral-Gardner, the CEO of the Company has in indirect economic interest.
R-TEK	R-TEK Group Pty Ltd is a corporation in which a former officer of the Company, Brian Talbot, who resigned on September 29, 2023 is the controlling shareholder and since 4th quarter of 2023 it was not considered as related party anymore.
Tatooine	Tatooine Investimentos S,A, is a land administration company in which an officer of Miazga and of Sigma Brazil, Marina Bernardini, has an indirect economic interest and is an officer.
Instituto Lítio Verde (“ILV”)	Instituto Lítio Verde is a non-profit entity which the directors are Lígia Pinto, Sigma’s VP of Institutional and Governmental Relations and Communication, Marina Bernardini, an officer of Miazga, and of Sigma Brazil and Cesar Chicayban, a Board member, until July 9, 2024.
Key management personnel	Includes the directors of the Company, executive management team and senior management at Sigma Brazil.

31

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

a) Transactions with related parties

Cost sharing agreements (“CSAs”): The Company has CSAs with A10 Advisory and A10 Finanças, whereby the firms are reimbursed for certain expenses: (i) the cost of administrative personnel that is 100% allocated to the Company; (ii) the rental of office space that was formerly occupied by A10 Advisory and that is now fully used by the Company; (iii) health insurance expenses of former A10 Advisory staff now employed by the Company; and (iv) any relatively minor expenses of the Company that may be paid by one of the firms for later reimbursement by the Company.

Leasing Agreements: The Company has right-of-way lease agreements with Miazga and Arqueana relating to access to the industrial plant.

Royalties: Brazilian law mandates the payment of royalties to landowners where mineral exploration takes place. The valuation of the amount must be equivalent to 50% of the sum paid as Financial Compensation for the Exploration of Mineral Resources (CFEM). As of December 31, 2024, the Company recognized an amount of $1.35 million to be paid to Miazga, of which $0.4 million was paid during the year.

Accounts receivable (Tatooine): On April 20, 2023, Sigma Brazil entered into a facility agreement with Tatooine, to fund Tatooine’s purchase of multiple properties located in areas of interest of the Company. The facility agreement provides for the loan of an amount up to $15.9 million. On November 14, 2024, the Company entered into a contractual amendment with an increase in the loan limit to $21.4 million, bearing 15% p.a. interest rate. The facility agreement is to be made available upon utilization requests made by Tatooine to Sigma Brazil, specifying the amount to be utilized by Tatooine for the acquisition of each property and its corresponding expected costs and expenses. The loan granted by Sigma Brazil to Tatooine under the Facility Agreement on December 31, 2024, represents a total amount of $18,632 ($12,957 December 31, 2023).

ILV: Sigma Brazil and ILV are parties in the development of a major lithium mining project with a high degree of positive impact in the communities surrounding the Company’s operations at the Vale do Jequitinhonha. ILV’s purpose is to promote the well-being and the development of those communities.

Transfer of mining rights (Arqueana): On January 30, 2024, Arqueana and Sigma Brazil initiated the onerous transfer to Sigma Brazil of the sliver of the mining rights No. 009.135/1967 advancing over Arqueanas’ mining rights No. 832.132/2015.

b) Transactions with related parties

Description	12/31/2024							12/31/2023
(in C$ 000s)	Pre-payments / Receivable		Accounts payable / Debt		(Expenses) / Income			Pre-payments / Receivable		Accounts payable / Debt		(Expenses) / Income
A10 Advisory
CSA		-		-		(344	)		-		-		(391	)
Miazga
Lease agreements		-		7		(169	)		-		42		(16	)
Prepaid land lease		-		-		-			96		22		-
Royalties		-		965		(1,355	)		-		-		-
Accounts receivable		-		-		-			121		-		-
Arqueana
Lease agreements		-		176		(121	)		-		235		(24	)
R-TEK
Services provision		-		-		-			-		-		(2,278	)
Tatooine
Loan to related party		18,632		-		2,913			12,957		-		638
Instituto Lítio verde
Accounts payable		-		810		(1,584	)		-		-		-
Total		18,632		1,958		(660	)		13,174		299		(2,071	)

32

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

c) Key management personnel

	12/31/2024		12/31/2023
Stock-based compensation, included in operating expenses		2,017		24,337
Salaries, benefits and director's fees, included in general and administrative expenses		1,422		1,152
		3,439		25,489

Key management includes the directors of the Company, executive management team and senior management at Sigma.

NEW ACCOUNTING STANDARDS AND INTERPRETATIONS

Effective as from January 1, 2024

● Classification of Liabilities as Current or Non-current – Amendments to IAS 1 Non-current Liabilities with Covenants – Amendments to IAS 1

Amendments made to IAS 1 Presentation of Financial Statements in 2020 and 2022 clarified that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting year. Classification is unaffected by the entity’s expectations or events after the reporting date (e.g. the receipt of a waiver or a breach of covenant).

Covenants of loan arrangements will not affect classification of a liability as current or non-current at the reporting date if the entity must only comply with the covenants after the reporting date. However, if the entity must comply with a covenant either before or at the reporting date, this will affect the classification as current or non-current even if the covenant is only tested for compliance after the reporting date.

The amendments require disclosures if an entity classifies a liability as non-current and that liability is subject to covenants that the entity must comply with within 12 months of the reporting date. The disclosures include:

● the carrying amount of the liability;

● information about the covenants;

● facts and circumstances, if any, that indicate that the entity may have difficulty complying with the covenants; and

● The amendments also clarify what IAS 1 means when it refers to the ‘settlement’ of liability. Terms of a liability that could, at the option of the counterparty, result in its settlement by the transfer of the entity’s own equity instrument can only be ignored for the purpose of classifying the liability as current or non-current if the entity classifies the option as an equity instrument. However, conversion options that are classified as a liability must be considered when determining the current/non-current classification of a convertible note. The amendments must be applied retrospectively in accordance with the normal requirements in IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. Special transitional rules apply if an entity had early adopted the 2020 amendments regarding the classification of liabilities as current or non-current. There were no financial effects from the adoption of this Standard.

33

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

● Lease Liability in a Sale and Leaseback – Amendments to IFRS 16

In September 2022, the IASB finalized narrow-scope amendments to the requirements for sale and leaseback transactions in IFRS 16 Leases which explain how an entity accounts for a sale and leaseback after the transaction date.

The amendments specify that, in measuring the lease liability subsequent to the sale and leaseback, the seller-lessee determines ‘lease payments’ and ‘revised lease payments’ in a way that does not result in the seller-lessee recognizing any amount of the gain or loss that relates to the right-of-use that it retains. This could particularly impact sale and leaseback transactions where the lease payments include variable payments that do not depend on an index or a rate. There were no financial effects from the adoption of this Standard.

● Supplier finance arrangements – Amendments to IAS 7 and IFRS 7

The IASB has issued new disclosure requirements about supplier financing arrangements (‘SFAs’), after feedback to an IFRS Interpretations Committee agenda decision highlighted that the information required by IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures falls short of meeting user information needs.

The objective of the new disclosures is to provide information about SFAs that enables investors to assess the effects on an entity’s liabilities, cash flows and the exposure to liquidity risk. The new disclosures include information about the following:

The terms and conditions of SFAs.

a) The carrying amounts of financial liabilities that are part of SFAs and the line items in which those liabilities are presented;

b) The carrying amount of the financial liabilities in (b) for which suppliers have already received payment from the finance providers;

c) The range of payment due dates for both the financial liabilities that are part of SFAs, and comparable trade payables that are not part of such arrangements;

d) Non-cash changes in the carrying amounts of financial liabilities in(b); and

e) Access to SFA facilities and concentration of liquidity risk with finance providers.

The IASB has provided transitional relief by not requiring comparative information in the first year, and also not requiring disclosure of specified opening balances. Further, the required disclosures are only applicable for annual periods during the first year of application. Therefore, the earliest that the new disclosures will have to be provided is in annual financial reports for December 2024 year-ends, unless an entity has a financial year of less than 12 months. There were no financial effects from the adoption of this Standard.

Standards issued but not yet effective in 2024

● Presentation and Disclosure in Financial Statements – IFRS 18

The International Accounting Standards Board (IASB) has issued new requirements for the presentation and disclosure of information in general purpose financial statements to ensure they provide relevant and faithful representations of an entity's assets, liabilities, equity, income, and expenses. The objective is to offer financial information that helps users assess the prospects for future net cash inflows and evaluate management’s stewardship of the entity’s economic resources.

These financial statements comply with IFRS Accounting Standards, adhering to both general and specific requirements for presenting information in the statement of financial performance, the statement of financial position, and the statement of changes in equity. The requirements include aggregation and disaggregation of information to ensure clarity, a comprehensive statement of profit or loss, and the presentation of totals and subtotals for key financial metrics. This standard, issued in April 2024, is effective for annual periods beginning on or after January 1, 2027, and the Company is assessing the impacts arising from this standard on the presentation and disclosures in the financial statements

34

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

● Lack of Exchangeability Amendments to IAS 21

The amendments establish that when one currency is not exchangeable for another on the measurement date, the spot exchange rate must be estimated. In addition, they provide guidance on how to assess interchangeability between currencies and how to determine the spot exchange rate when interchangeability is absent. When the spot exchange rate is estimated because a currency is not exchangeable for another currency, information must be disclosed to allow the understanding of how the currency not exchangeable for another currency affects, or is expected to affect, the statements of income, the statement of financial position and the statements of cash flows. The amendments are effective January 1, 2025, with specific transition rules and the Company assesses the impacts arising from this standard on the presentation and disclosures in the financial statements.

● IFRS 9 – Financial Instruments and IFRS 7 – Financial Instruments: Disclosures

The amendments to IFRS 9 – Financial Instruments and IFRS 7 – Financial Instruments: Disclosures aim to enhance the clarity of classification, measurement, and disclosure of financial instruments. The updates consisto of:

✔ Classification of Financial Instruments: The new guidelines focus on the contractual characteristics of financial instruments, particularly those related to Environmental, Social, and Governance (ESG) factors, which influence their measurement, either at amortized cost or fair value.

✔ Provision for Expected Losses: IFRS 9 now adopts a model based on expected losses, replacing the previous model that depended on losses incurred. This shift reflects a more proactive approach to risk management.

✔ Electronic Settlement of Liabilities: The amendments clarify the recognition of financial assets and liabilities when settled through electronic payment systems. A new accounting policy will also allow for early recognition of financial liabilities under specific conditions.

✔ Disclosure Transparency: More detailed disclosures will be required, particularly for financial instruments with contingent features related to sustainability goals. This aims to increase transparency and allow investors to better understand company investments.

These amendments will be effective from January 1, 2026, and the Company is assessing the impacts arising from this standard on the presentation and disclosures in the financial statements

RISK FACTORS

The Company is subject to numerous risk factors at any given time (many of which are beyond its control) which could materially adversely impact upon its business, financial condition, results of operations, cash flows, ability to obtain financing and prospects and, as a result, the trading price of the Common Shares. For risk factors faced by Sigma, please refer to its Annual Information Form for the year ended December 31, 2024 in the section titled “Risk Factors” filed on the Company’s profile on SEDAR at www.sedarplus.ca and EDGAR at www.sec.gov.

CRITICAL ACCOUNTING ESTIMATES

In preparing the consolidated financial statements, management has made judgements and estimates about the future that affect the application of the Company’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Judgments

Judgements are made in relation to the application of accounting policies that have significant effects on the amounts recognized in the financial statements as well as the extent and significance of the disclosure given, whether the circumstances affecting the Company has been adequately considered when preparing the financial statements. The judgement considered in the financial statements is the classification as non-current liability of the long-term export prepayment agreement repayable by December 2026 since the amortization of principal is dependent upon the sum of net cash from operating and investing activities.

35

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

Estimates

Estimates and underlying assumptions are reviewed on an ongoing basis and are consistent with the Company’s risk management and commitments where appropriate. Revisions to estimates are recognized prospectively.

The areas which require management to make significant judgements, estimates and assumptions in determining carrying amounts include, but are not limited to:

Measurement of stock-based payment transactions: The valuation of the Company’s stock-based payment transactions requires the use of estimates and valuation techniques. Measurement of the Company’s restricted share units (“RSUs”) that contain market-based conditions is based on a Monte Carlo pricing model which uses various inputs and assumptions. Changes in these assumptions result in changes in the fair value of these instruments and a corresponding change in the amount recognized in profit or loss. Judgment is also required in determining grant date and in estimating when non-market performance conditions are expected to be met.

Mineral reserves and mineral resources: Proven and probable mineral reserves of the Company are those measured and indicated mineral resources demonstrated by at least a preliminary feasibility study and commercial viability. The Company estimates its proven and probable mineral reserves and measured, indicated and inferred mineral resources based on the work done and compiled by qualified persons. The estimation of future cash flows related to proven and probable mineral reserves is based upon factors such as estimates of commodity prices, foreign exchange rates, future capital requirements and production costs along with geological assumptions and judgements made in estimating the size and grade of the mineral ore body. Changes in the proven and probable mineral reserves or measured, indicated and inferred mineral resources estimates may impact the carrying amount of the property, plant and equipment, asset retirement obligations, recognition of deferred tax amounts and depreciation and depletion.

Assets retirement obligation: The Company assesses its provision for assets retirement obligation on an annual basis or when new material information becomes available. Mining and exploration activities are subject to various laws and regulations governing the protection of the environment. In general, these laws and regulations are continually changing, and the Company has made, and intends to make in the future, expenditures to comply with such laws and regulations. Accounting for restoration, rehabilitation, and environmental remediation obligations requires management to make estimates of the future costs the Company will incur to complete the restoration, rehabilitation, and environmental remediation work required to comply with existing laws and regulations at each mining operation. Actual costs incurred may differ from those amounts estimated. Also, future changes to environmental laws and regulations could increase the extent of restoration, rehabilitation, and environmental remediation work required to be performed by the Company. Increase in future costs could materially impact the amounts charged to operations for restoration, rehabilitation, and environmental remediation. The provision represents management’s best estimate of the present value of the future restoration, rehabilitation, and environmental remediation obligation. The actual future expenditures may differ from the amounts currently provided.

Impairment of non-financial assets: Significant judgments, estimates and assumptions are required to determine whether an impairment trigger event has occurred and to prepare the Company’s cash flows. Management uses the budgets approved as a starting point and key assumptions are, but not limited to: (i) mineral reserves and mineral resources measured by internal experts; (ii) costs and investments based on the best estimate of projects; (iii) sale prices consistent with projections available in reports published by industry considering the market price when appropriate; (iv) the useful life of the Company’s cash generating unit; and (v) discount rates that reflect specific risks relating to the relevant assets in the cash-generating unit.  These assumptions are susceptible to risks and uncertainties and may change the Company’s projection and, therefore, may affect the recoverable value of assets.

Recoverability of deferred tax assets: Preparation of the consolidated financial statements requires an estimate of income taxes in each of the jurisdictions in which the Company operates. The process involves an estimate of the Company’s current tax exposure and an assessment of temporary diferences. These differences result in deferred tax assets that are included in the Company’s consolidated statements of financial position. An assessment is also made to determine the likelihood that the Company’s future tax assets will be recovered from future taxable income. Judgement is required to continually assess changes in tax interpretations, regulations and legislation, and make estimates about future taxable profits, to ensure deferred tax assets are recoverable.

36

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

Provisional pricing adjustments: The Company’s products may be provisionally priced at the date revenue is recognized and a provisional invoice issued. Provisionally priced receivables are subsequently measured at fair value through profit and loss under IFRS 9 “Financial Instruments”. The final selling price for all provisionally priced products is based on the estimated price for the quotational period stipulated in the contracts. Final prices are normally determined after delivery to the customer. The change in value of the provisionally priced receivable is based on relevant forward market prices and is included in sales revenue. For contracts with variable pricing dependent on the content of mineral in the product delivered, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the products.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this MD&A, the Company does not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on the financial performance or financial condition of the Company, including, and without limitation, such considerations as liquidity and capital resources.

CAPITAL MANAGEMENT

The Company manages its capital with the following objectives:

■ To ensure sufficient financial flexibility to achieve its ongoing business objectives, namely funding future growth opportunities (including potential production expansions through the development of the Project’s Phase 2 and Phase 3 deposits); and

■ To maximize shareholder returns through enhancing its share value, the Company monitors its capital structure and adjusts according to market conditions to meet its objectives, given the current outlook of the business and industry in general. The Company may manage its capital structure by issuing new shares, raising debt, repurchasing outstanding shares, adjusting capital spending, or disposing of assets.

The capital structure is reviewed by management and the Board on an ongoing basis.

The Company’s shareholders’ equity is comprised of share capital, stock-based compensation reserve, reserve for tax incentives, other comprehensive income (loss) and accumulated losses, which on December 31, 2024, totaled $132.8 million ($214.3 million as of December 31, 2023). The Company’s capital management objectives, policies, and processes remained unchanged during the year ended December 31, 2024.

The Company manages capital through its financial and operational forecasting processes. The Company reviews its operating expenditures and other investing and financing initiatives based on its activities.

FINANCIAL RISK FACTORS

The Company is exposed to a variety of financial risks such as credit risk, liquidity risk and market risk, including interest rate risk, foreign currency risk and price risk.

The fair values of cash and cash equivalents, accounts payable, export prepayment trade finance and credits from related parties approximate their carrying amounts due to the short-term maturity of these financial instruments.

Credit Risk

The credit risk management policy aims to minimize the possibility of not receiving sales made and amounts invested, deposited or guaranteed by financial institutions and counterparties, through analysis, granting and management of credits, using quantitative and qualitative parameters.

The Company manages its credit risk by receiving in advance a substantial portion of its sales or by letters of credit.

Credit granted to financial institutions is used to accept guarantees and invest cash surpluses.

37

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure it will have sufficient liquidity to meet liabilities when due,

The Company’s management of cash is focused on funding ongoing capital needs for operating the Greentech Plant, developing the Company’s growth opportunities (including Phase 2) and for general corporate expenditures, Management intends to use cash generated by its operating activities to meet its obligations. To the extent the Company does not believe it has sufficient liquidity to meet obligations, it will consider securing additional equity or debt funding.

The Company continuously monitors its cash outflows and seeks opportunities to minimize all costs, to the extent possible, as well as its general and administrative expenses.

The following table shows the contractual maturities of financial liabilities, including interest:

Contractual obligations	Up to 1 year		1-3 years		4-5 years		More than 5 years		Total
(in C$ 000s)
Suppliers		33,885		-		-		-		33,885
Accounts payable		13,048		-		-		-		13,048
Loans and export prepayment		112,091		172,438		9,531		3,842		297,902
Lease liabilities		2,640		1,969		311		198		5,118

Market Risk

Provisional pricing adjustments – The Company’s products may be provisionally priced at the date revenue is recognized and a provisional invoice issued. Provisionally priced receivables are subsequently measured at fair value through profit and loss under IFRS 9 “Financial Instruments”. The final selling price for all provisionally priced products is based on forward market price based on the contract terms stipulated. The change in value of the provisionally priced receivable is based on relevant forward market prices. For contracts with variable pricing dependent on the content of mineral in the product delivered, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the products. The fair value of the final sale price adjustment is reassessed at each reporting date, based on all variable pricing elements and any changes are recognized as operational revenue in the statement of loss.

As of December 31, 2024, the Company did not have outstanding receivables with exposure to market price fluctuations.

Interest Rate Risk

This risk arises from short and long-term financial investments, financing and export prepayment linked to fixed and floating interest rates of the CDI, Selic and BSBY, exposing these financial assets and liabilities to interest rate fluctuations as shown in the sensitivity analysis framework.

The Company considered scenario probable and scenarios 1 and 2 of changes in interest rates volatility as of December 31, 2024.

The interest rates used in the sensitivity analysis in their respective scenarios are shown below together with the effects on the profit and loss balances for the year ended December 31, 2024:

		Notional	Probable scenario (1)	Scenario 1	Scenario 2
Assets
Rate		12.15% p,a	13.15% p,a	11.84% p,a	10.52% p,a
Short-term investments	CDI (-10% and -20%)	30,292	1,903	1,713	1,522
		Notional	Probable scenario (1)	Scenario 1	Scenario 2
Liabilities
Rate		12.25%p.a.	13.25% p.a.	14.58% p.a.	15.90% p.a.
BDMG	Selic (+10% and +20%)	20,493	(1,297)	(1,427)	(1,556)
Rate		5.52% p.a.	4.59% p.a.	4.70% p.a.	4.82% p.a.
Export prepayment agreement	BSBY (+2,5% and +5,0%)	143,850	(3,217)	(3,298)	(3,463)

⁽¹⁾ Sensitivity analysis of the scenario probable was measured using as reference the rates on January 31, 2025.

38

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

In the second quarter, the Company entered into a swap operation with the objective of exchanging the interest exposure of an advance on foreign exchange contract calculated in USD, which are originally calculated on the notional amount in USD, to DI plus an interest rate calculated on the notional amount in R$. The table below demonstrates the swap results up to December 31, 2024, recognized in the financial result.

				Appreciation		9/30/2024	Impact on financial income / (expense)
	Maturity	Functional currency	Notional	Asset position	Liabilities position	Receivable / (Payable)	12/31/2024
				R$	R$	R$
Interest rate swap	12/2/2024	R$	105,200	-	-	-	(560)
Interest rate swap	11/24/2025	R$	121,070	121,915	(122,471)	(556)	(130)

Foreign Currency Risk

The exposure arises from the existence of assets and liabilities generated in US dollar, since the Company's functional currency is the Brazilian Real.

The consolidated exposure as of December 31, 2024 and December 31, 2023, is as follow:

Description	12/31/2024			12/31/2023
Canadian dollar
Cash and cash equivalents		86			68
Suppliers		-			(779	)
Account payables		(4,314	)		(6,136	)
Other current liabilities		(43	)		(67	)
		(4,271	)		(6,914	)
United States dollar
Cash and cash equivalents		44,659			4,557
Trade accounts receivable		11,583			22,400
Prepayment from customer		(1,514	)		-
Interest on export prepayment agreement		(1,118	)		(11,689	)
Export prepayment agreement		(159,631	)		(109,644	)
		(106,021	)		(94,376	)

We present below the sensitivity analysis for foreign exchange risks. The Company considered probable scenario(1), scenarios 1 and 2 as 10%, and 20%, respectively, of deterioration for volatility of the currency, using as reference the exchange rate on December 31, 2024 .

39

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

The currencies used in the sensitivity analysis and its scenarios are shown below:

	12/31/2024
Currency	Exchange rate		Probable scenario (1)		Scenario 1 (+/-10%)		Scenario 2 (+/-20%)
CAD (+)		4.3047		4.0260		4.4286		4.8312
CAD (-)		4.3047		4.0260		3.6234		3.2208
USD (+)		6.1923		5.8301		6.4131		6.9961
USD (-)		6.1923		5.8301		5.2471		4.6641

The effects on profit and loss, considering scenarios 1 and 2 are shown below:

	12/31/2024
	Notional			Probable scenario (1)			Scenario 1			Scenario 2
Canadian dollar-denominated(+)		(4,271	)		(296	)		119			465
Canadian dollar-denominated(-)		(4, 271	)		(296	)		(803	)		(1,437	)
U.S. dollar-denominated(+)		(106,021	)		(6,587	)		3,650			12,181
U.S. dollar-denominated(-)		(106,021	)		(6,587	)		(19,099	)		(34,738	)

⁽¹⁾ Sensitivity analysis of the scenario probable was measured using as reference the exchange rate, published by the Central Bank of Brazil on January 31, 2025.

Changes in Directors and Management

The Company’s ASM took place on July 9, 2024, where the shareholders elected Eugênio de Zagottis as a new Independent Director. Mr, Zagottis has over 20 years of experience in operations, internal controls, and corporate planning and brings a wealth of invaluable expertise to Sigma, including his longstanding leadership as an entrepreneur and from serving on the board of directors of US$9 billion drug healthcare leader RaiaDrogasil. The previous independent Directors of the Company, Cesar Chicayban and Lucas Melo, did not stand for reelection to the Board.

QUALIFIED PERSON

Mr. Marc-Antoine Laporte, P.Geo, William van Breugel, P. Eng., Johnny Canosa, P. Eng., and Joseph Keane, P. Eng., are the “qualified person” under National Instrument 43‑101 (“NI 43-101”) who reviewed and approved the technical information disclosed in this MD&A.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

Certain information and statements in this MD&A may constitute “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking statements” within the meaning of U.S. securities legislation (collectively, “Forward-Looking Information”), which involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such Forward-Looking Information. All statements, other than statements of historical fact, may be Forward-Looking Information, including, but not limited to, mineral resource or mineral reserve estimates (which reflect a prediction of the mineralization that would be realized by development). When used in this MD&A, such statements generally use words such as “may”, “would”, “could”, “will”, “intend”, “expect”, “believe”, “plan”, “anticipate”, “estimate” and other similar terminology. These statements reflect management’s current expectations regarding future events and operating performance and speak only as of the date of this MD&A. Forward-Looking Information involves significant risks and uncertainties, should not be read as guarantees of future performance or results, and does not necessarily provide accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the Forward-Looking Information, which is based upon what management believes are reasonable assumptions, and there can be no assurance that actual results will be consistent with the Forward-Looking Information.

40

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

In particular (but without limitation), this MD&A contains Forward Looking Information with respect to the following matters: statements regarding anticipated decision making with respect to the Company; capital expenditure programs; estimates of mineral resources and mineral reserves; development of mineral resources and mineral reserves; government regulation of mining operations and treatment under governmental and taxation regimes; the future price of commodities, including lithium; the realization of mineral resource and mineral reserve estimates, including whether mineral resources will ever be developed into mineral reserves; the timing and amount of future production; currency exchange and interest rates; expected outcome and timing of environmental surveys and permit applications and other environmental matters; potential positive or negative implications of change in government; the Company’s ability to raise capital and obtain project financing; expected expenditures to be made by the Company on its properties; successful operations and the timing, cost, quantity, capacity and quality of production; capital costs, operating costs and sustaining capital requirements, including the cost of construction of the processing plant; and competitive conditions and the ongoing uncertainties and effects in respect of the military conflict in Ukraine.

Forward-Looking Information does not take into account the effect of transactions or other items announced or occurring after the statements are made. Forward-Looking Information is based upon a number of expectations and assumptions and is subject to several risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those disclosed in or implied by such Forward-Looking Information. With respect to the Forward-Looking Information, the Company has made assumptions regarding, among other things:

■ General economic and political conditions (including but not limited to the impact of the continuance or escalation of the military conflict between Russia and Ukraine, the military conflict in Middle East, and other military and global conflicts, and the multinational economic sanctions in relation to such conflicts);

■ Stable and supportive legislative, regulatory and community environment in the jurisdictions where the Company operates;

■ Stability and inflation of the Brazilian Real, including any foreign exchange or capital controls which may be enacted in respect thereof, and the effect of current or any additional regulations on the Company’s operations;

■ Demand for lithium, including that such demand is supported by growth in the EV market;

■ Estimates of, and changes to, the market prices for lithium;

■ The impact of increasing competition in the lithium business and the Company’s competitive position in the industry;

■ The Company’s market position and financial and operating performance;

■ The Company’s estimates of mineral resources and mineral reserves, including whether mineral resources will ever be developed into mineral reserves;

■ Anticipated timing and results of exploration, development and construction activities;

■ Reliability of technical data;

■ The Company’s ability to maintain full capacity commercial production, including that the Company will not experience any materials or equipment shortages, any labor or service provider outages or delays or any technical issues;

■ The Company’s ability to obtain financing on satisfactory terms to develop its projects, if required;

■ The Company’s ability to obtain and maintain mining, exploration, environmental and other permits, authorizations and approvals;

■ The timing and outcome of regulatory and permitting matters;

■ The exploration, development, construction and operational costs;

41

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

■ The accuracy of budget, construction and operations estimates for the Company;

■ Successful negotiation of definitive commercial agreements; and

■ The Company’s ability to operate in a safe and effective manner.

Although management believes that the assumptions and expectations reflected in such Forward-Looking Information are reasonable, there can be no assurance that these assumptions and expectations will prove to be correct. Since Forward-Looking Information inherently involves risks and uncertainties, undue reliance should not be placed on such information.

In addition, Forward Looking Information with respect to the potential outlook and future financial results contained in this MD&A is based on assumptions noted above and about future events, including economic conditions and proposed courses of action, based on management's assessment of the relevant information available as at the date of such information. Readers are cautioned that any such information should not be used for purposes other than for which it is disclosed.

The Company’s actual results could differ materially from those anticipated in any Forward-Looking Information as a result of various known and unknown risk factors, including (but not limited to) the risk factors referred to under the heading “Risk Factors” in this MD&A. Such risks relate to, but are not limited to, the following:

■ There can be no assurance that market prices for lithium will remain at current levels or that such prices will improve;

■ The market for EVs and other large format batteries remains an emerging technology in several markets. No assurances can be given for the rate at which this market will develop, if at all, which could affect the success of the Company and its ability to expand lithium operations;

■ Changes in technology or other developments could result in preferences for substitute products;

■  The imbalance in the lithium market due to an excess of supply from new or existing competitors could adversely affect prices;

■ The Company’s financial condition, operations and results of operations are subject to political, economic, social, regulatory and geographic risks of doing business in Brazil;

■ Inflation in Brazil, along with Brazilian governmental measures to combat inflation, may have a significant negative effect on the Brazilian economy and, as a result, on the Company’s financial condition and results of operations;

■ Violations of anti-corruption, anti-bribery, anti-money laundering and economic sanctions laws and regulations could materially adversely affect the Company’s business, reputation, results of operations and financial condition;

■ Corruption and fraud in Brazil relating to ownership of real estate could materially adversely affect the Company’s business, reputation, results of operations and financial condition;

■ The Company is subject to regulatory frameworks applicable to the Brazilian mining industry which could be subject to further change, as well as government approval and permitting requirements, which may result in limitations on the Company’s business and activities;

■ The Company’s operations are subject to numerous environmental laws and regulations and expose the Company to environmental compliance risks, which may result in significant costs and have the potential to reduce the profitability of operations;

■ Physical climate change events and the trend toward more stringent regulations aimed at reducing the effects of climate change could have an adverse effect on the Company’s business and operations;

■ The Company’s future production estimates are based on existing mine plans and other assumptions which change from time to time. No assurance can be given that such estimates will be achieved;

42

SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

■ The Company’s capital and operating cost estimates may vary from actual costs and revenues for reasons outside of the Company’s control;

■ Insurance may not be available to insure against all such risks, or the costs of such insurance may be uneconomic. Losses from uninsured and underinsured losses have the potential to materially affect the Company’s financial position and prospects;

■ The Company is subject to risks associated with securing title, property interests and exploration and exploitation rights;

■ The Company is subject to strong competition in Brazil and in the global mining industry;

■ The Company may become subject to government orders, investigations, inquiries or other proceedings (including civil claims) relating to securities, labor, environmental and health and safety matters, which could result in consequences material to its business and operations;

■ The Company’s mineral resource and mineral reserve estimates are estimates only and no assurance can be given that any particular level of recovery of minerals will in fact be realized or that identified mineral resources, or mineral reserves will ever qualify as a commercially mineable (or viable) deposit;

■ The Company’s operations and the development of its projects may be adversely affected if it is unable to maintain positive community relations;

■ The Company is exposed to risks associated with doing business with counterparties, which may impact the Company’s operations and financial condition;

■ The Company may not be able to secure the supply of key raw material;

■ The Company may not be able to meet the quality requirements of its customers;

■ Any limitation on the transfer of cash or other assets between the Company and the Company’s subsidiaries, or among such entities, could restrict the Company’s ability to fund its operations efficiently or the ability of its subsidiaries to distribute cash otherwise available for distributions;

■ The Company is subject to risks associated with its reliance on consultants and others for mineral exploration and exploitation expertise;

■ The Company's operations are subject to the high degree of risk normally incidental to the exploration for, and the development and operation of, mineral properties;

■ From time to time, the Company may become involved in litigation, which may have a material adverse effect on its business, financial condition and prospects;

■ The current military conflict in Ukraine and the Middle East and the economic or other sanctions imposed in response to such military conflicts and other global conflicts may impact global markets in such a manner as to have a material adverse effect on the Company’s business, operations, financial condition and stock price;

■ Operating cash flow may be insufficient for future needs;

■ The Company may be unable to achieve cash flow from operating activities sufficient to permit it to pay the principal, premium, if any, and interest on the Company's indebtedness, or maintain its debt covenants;

■ The Company may not be able to obtain sufficient financing in the future on acceptable terms, which could have a material adverse effect on the Company’s business, results of operations and financial condition. In order to obtain additional financing, the Company may conduct additional (and possibly dilutive) equity offerings or debt issuances in the future;

■  Actions taken by foreign governments regarding critical minerals may affect the Company’s business;

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SIGMA LITHIUM CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

■ The Company’s operations may be adversely affected if its licenses and permits are challenged, revoked, amended, not issued or not renewed;

■ The Company may be subject to sudden tax changes, which can have a material adverse effect on profitability;

■ The Company may be unable to achieve cash flow from operating activities sufficient to permit it to pay the principal, premium, if any, and interest on the Company’s indebtedness, or maintain its debt covenants;

■ The Company has not declared or paid dividends in the past and may not declare or pay dividends in the future;

■ The Company has increased costs as a result of being a public company both in Canada listed on the TSXV and in the United States listed on the Nasdaq, and its management is required to devote further substantial time to United States public company compliance efforts;

■ If the Company does not implement and maintain adequate and appropriate internal controls over financial reporting as outlined in accordance with NI 52‑109 or the Rules and Regulations of the SEC. Accordingly, inappropriately designed or ineffective controls could result in inaccurate financial reporting;

■ As a foreign private issuer, the Company is subject to different U.S. securities laws and rules than a domestic U.S. issuer, which may limit the information publicly available to its shareholders;

■ Failure to retain key officers, consultants and employees or to attract and retain additional key individuals with necessary skills could have a materially adverse impact upon the Company’s success;

■ The Company’s business depends on strong labor and employment relations;

■ The Company is subject to currency fluctuation risks;

■ The Company is subject to interest rates fluctuation;

■ The Company may face challenges in accessing global capital markets;

■ Failure in the infrastructure that the Company relies upon could have an adverse effect on the its operations;

■ Certain directors and officers of the Company are, or may become, associated with other natural resource companies which may give rise to conflicts of interest;

■ The market price for the Company’s shares may be volatile and subject to wide fluctuations in response to numerous factors beyond its control, and the Company may be subject to securities litigation as a result;

■ If securities analysts, industry analysts or activist short sellers publish research or other reports about the Company’s business, prospects or value, which questions or downgrades the value of the Company, the price of the Common Shares could decline;

■ The Company will have broad discretion over the use of the net proceeds from offerings of its securities;

■ There is no guarantee that the Common Shares will earn any positive return in the short term or long term;

■ The Company has a major shareholder which owns 42.86% of the outstanding Common Shares and, as such, for as long as such shareholder directly or indirectly maintains a significant interest in the Company, it may be in a position to affect the Company’s governance, operations and the market price of the Common Shares;

■ As the Company is a Canadian corporation but many of its directors and officers are not citizens or residents of Canada or the U.S., it may be difficult or impossible for an investor to enforce judgements against the Company and its directors and officers outside of Canada and the U.S. which may have been obtained in Canadian or U.S. courts or initiate court action outside Canada or the U.S. against the Company and its directors and officers in respect of an alleged breach of securities laws or otherwise. Similarly, it may be difficult for U.S. shareholders to effect service on the Company to realize on judgements obtained in the United States;

■ The Company is governed by the Ontario Business Corporations Act and by the securities laws of the province of Ontario, which in some cases have a different effect on shareholders than U.S. corporate laws and U.S. securities laws;

■ The Company is subject to risks associated with its information technology systems and cyber-security; and

■ The Company may be a Passive Foreign Investment Company, which may result in adverse U.S. federal income tax consequences for U.S. holders of Common Shares.

Readers are cautioned that the foregoing lists of assumptions and risks are not exhaustive. The Forward-Looking Information contained in this MD&A is expressly qualified by these cautionary statements. All Forward-Looking Information in this MD&A speaks as of the date of this MD&A. The Company does not undertake any obligation to update or revise any Forward-Looking Information, whether as a result of new information, future events, or otherwise, except as required by applicable securities law. Additional information about these assumptions, risks, and uncertainties is contained in the Company’s filings with securities regulators, including this MD&A and the Annual Information Form, which are available on SEDAR+ at www.sedarplus.ca.

CAUTIONARY NOTE REGARDING MINERAL RESERVE & MINERAL RESOURCE ESTIMATES

Technical disclosure regarding the Company’s properties included in this document has not been prepared in accordance with the requirements of U.S. securities laws. Without limiting the foregoing, such technical disclosure uses terms that comply with reporting standards in Canada and estimates are made in accordance with NI 43‑101. Unless otherwise indicated, all mineral reserve and mineral resource estimates contained in the technical disclosure have been prepared in accordance with NI 43‑101 and the CIM Definition Standards.

NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 differs significantly from the disclosure requirements of the SEC generally applicable to U.S. companies. Accordingly, information contained in this MD&A is not comparable to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements.

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