Filed 2025-09-18 · Period ending 2025-06-30 · 50,021 words · SEC EDGAR
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# AMERICAN BATTERY TECHNOLOGY Co (ABAT) — 10-K **Filed:** 2025-09-18 **Period ending:** 2025-06-30 **Accession:** 0001493152-25-014092 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1576873/000149315225014092/) **Origin leaf:** d0ead6f976c86d7ab95e0a24c8d626fd300a02317b035133eccdd79b176487f4 **Words:** 50,021 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **FORM 10-K** ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended **June 30, 2025** TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934 Commission File number: **001-41811** * | AMERICAN BATTERY TECHNOLOGY COMPANY | | | (Exact name of registrant as specified in its charter) | | | Nevada | | 33-1227980 | | | (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) | | | 100 Washington Street, Suite 100, Reno, NV 89503 | | | (Address of principal executive offices, including zip code) | | | (775) 473-4744 | | | (Registrants telephone number, including area code) | | (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: | Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered | | | Common stock, $0.001 par value | | ABAT | | The Nasdaq Stock Market LLC | | Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. | | Large accelerated filer | | Accelerated filer | | | | | Non-accelerated filer | | Smaller reporting company | | | | | Emerging growth company | | | | | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes No The aggregate market value of the voting and non-voting common equity held by non-affiliates, based on the closing price per share of the registrants common stock on The Nasdaq Capital Market was approximately $208 million as of December 31, 2024. Number of shares outstanding of the registrants common stock, par value $0.001, as of September 15, 2025: 118,046,888. **DOCUMENTS INCORPORATED BY REFERENCE** Certain information in Part III of this Annual Report on Form 10-K is incorporated by reference to our definitive Proxy Statement for the 2025 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days after the fiscal year ended June 30, 2025. | | | **CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS** This annual report on Form 10-K (this Report) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). All statements included in this Report, other than statements of historical facts, that address activities, conditions, events, or developments with respect to our financial condition, results of operations, business prospects or economic performance that we expect, believe, or anticipate will or may occur in the future, or that address plans and objectives of management for future operations, are forward-looking statements. The forward-looking statements are contained principally in the Business and Managements Discussion and Analysis of Financial Condition and Results of Operations sections of this Report. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as anticipates, believes, seeks, could, estimates, expects, intends, may, plans, potential, predicts, projects, should, would and similar expressions intended to identify forward-looking statements. Forward-looking statements appear throughout this report, and include statements about such matters as: anticipated operating results; relationships with our customers; consumer demand; financial resources and condition; changes in revenues; changes in profitability; changes in accounting treatment; cost of sales; selling, general and administrative expenses; interest expense; the ability to produce the liquidity or enter into agreements to acquire the capital necessary to continue our operations and take advantage of opportunities; legal proceedings and claims. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments, and other factors that we believe are appropriate under the circumstances. We caution you that forward-looking statements are not guarantees of future performance and these statements are subject to known and unknown risks and uncertainties, which may cause our actual results or performance to be materially different from any future results or performance expressed or implied by the forward-looking statements. Factors that may cause our financial condition, results of operations, business prospects or economic performance to differ from expectations include the factors discussed in Part I, Item 1A, Risk Factors below and elsewhere in this Report. Also, forward-looking statements represent our estimates and assumptions only as of the date of this Report. You should read this Report and the documents that we reference and file as exhibits to this Report completely and with the understanding that our actual future results may be materially different from what we expect. The forward-looking statements in this report speak only as of the filing of this Report. Except as required by applicable securities laws, we assume no obligation to update any prior forward-looking statements. **PRESENTATION OF INFORMATION** Except as otherwise indicated by the context, references in this Report to we, us, our and the Company are to the combined business of American Battery Technology Company and its consolidated subsidiaries. This Report includes our audited consolidated financial statements as of and for the fiscal years ended June 30, 2025 and June 30, 2024. These financial statements have been prepared in accordance with generally accepted accounting principles in the United States (US GAAP). All financial information in this Report is presented in US dollars, unless otherwise indicated, and should be read in conjunction with our audited consolidated financial statements and the notes thereto included in this Report. | 2 | | | | | **TABLE OF CONTENTS** | PART I | | | | | | | | | Item 1. | Business | 4 | | | Item 1A. | Risk Factors | 9 | | | Item 1B. | Unresolved Staff Comments | 20 | | | Item 1C. | Cybersecurity | 20 | | | Item 2. | Properties | 21 | | | Item 3. | Legal Proceedings | 27 | | | Item 4 | Mine Safety Disclosures | 27 | | | | | | | | PART II | | | | | | | | | Item 5. | Market for Registrants Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities | 28 | | | Item 6. | [Reserved.] | 28 | | | Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 28 | | | Item 7A. | Quantitative and Qualitative Disclosures about Market Risk | 34 | | | Item 8. | Financial Statements and Supplementary Data | 35 | | | Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 36 | | | Item 9A | Controls and Procedures | 36 | | | Item 9B. | Other Information | 38 | | | Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 38 | | | | | | | | PART III | | | | | | | | | Item 10. | Directors, Executive Officers and Corporate Governance | 38 | | | Item 11. | Executive Compensation | 38 | | | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 38 | | | Item 13. | Certain Relationships and Related Transactions, and Director Independence | 38 | | | Item 14. | Principal Accounting Fees and Services | 38 | | | | | | | | PART IV | | | | | | | | | Item 15. | Exhibits and Financial Statement Schedules | 39 | | | Item 16. | Form 10-K Summary | 42 | | | | Signatures | 43 | | | 3 | | | | | **PART I** **Item 1. Business** **Introduction** American Battery Technology Company (the Company, ABTC, we and us) is an integrated critical battery materials company in the lithium-ion battery industry that is working to increase the domestic U.S. production of critical battery materials, such as lithium, nickel, cobalt, and manganese through its engagement in the exploration of new primary resources of battery metals, the development and commercialization of new technologies for the extraction of these battery metals from primary resources, and the commercialization of an internally developed integrated process for the recycling of lithium-ion batteries. Through this three-pronged approach the Company is working to both increase the domestic production of these battery materials and to ensure that as these materials reach their end of lives, the constituent elemental battery metals are returned to the domestic manufacturing supply chain in a closed-loop fashion. In addition, we are committed to operating our business in a safe and environmentally responsible manner by working with our employees, customers, vendors, and local communities to minimize our environmental impact and comply with local, state and federal environmental laws and regulations. The Companys corporate headquarters are in Reno, Nevada, and its mineral exploration office is located in Tonopah, Nevada. The Companys recycling plant for recycling lithium-ion batteries is in McCarran, Nevada. **Company History** The Company was incorporated as Oroplata Resources, Inc. under the laws of the State of Nevada on October 6, 2011, for the purpose of acquiring rights to mineral properties with the eventual objective of being a producing mineral company. On August 8, 2016, the Company formed Lithortech Resources Inc. as a wholly owned subsidiary of the Company to serve as its operating subsidiary for lithium resource exploration and mine development. On June 29, 2018, the Company changed the name of Lithortech Resources to LithiumOre Corp. (LithiumOre). On May 3, 2019, the Company changed its name to American Battery Metals Corporation. On August 12, 2021, the Company further changed its name to American Battery Technology Company, which better aligns with the Companys current business activities and future objectives. **Industry Overview** Lithium-ion batteries have become the rechargeable battery of choice in cell phones, computers, electric vehicles, and large scale electric stationary storage systems. The global market for lithium-ion batteries surpassed $100B in 2024 and is projected to exceed $250B by 2030, as there continues to be technology, regulatory, and social movement driving demand growth. This, in turn, is driving significant increases in demand for battery materials such as lithium, cobalt, nickel, and manganese. Lithium-ion batteries are designed in a variety of form-factors and chemistries. Current cell-level form-factors utilized are primarily cylindrical, prismatic, and pouch geometries. The most common battery cathode chemistries that have emerged are lithiated nickel cobalt aluminum oxide (NCA), lithiated nickel manganese cobalt oxide (NMC), lithiated cobalt oxide (LCO), and lithiated iron phosphate (LFP). The most common battery anode chemistries consist of graphite, silicon, and lithium metal. These chemistries are expected to evolve based on the development of new technologies and the availability, cost, and life-cycle environmental footprint of required minerals. The current manufacturing supply chain for lithium-ion batteries is segmented and is organized into sub-industries that are moving towards operating in a closed-loop fashion: | | | battery material providers, | | | | | chemical refiners, | | | | | cell manufacturers, and | | | | | manufacturers of end-use product (electric vehicle, stationary storage, consumer electronics, etc.) manufacturers. | | Battery material providers can be classified into two categories: primary producers who explore for and extract virgin resources, and secondary producers who extract minerals from scrap and end-of-life products for re-sale into the lithium-ion battery supply chain. ABTC operates in both categories of the battery material supply segment, which is discussed in greater detail below. Chemical refiners source battery-grade materials from suppliers to manufacture into cell components, including cathodes, anodes, electrolytes, and separators. Currently the vast majority of global refining capacity is located outside the United States, primarily in Asia. Cell manufacturers source cell components and assemble those components into modules and packs, which are then sold to Original Equipment Manufacturers (OEM or OEMs). Cell manufacturing is also currently concentrated in Asia, with China accounting for over 70% of global cell manufacturing capacity. | 4 | | | | | The OEM segment is the final step to manufacturing any end-use product containing lithium-ion batteries. OEM manufacturing capacity for electric vehicles, stationary storage, and consumer electronics is distributed globally. Each segment of the lithium-ion battery supply chain has seen disparate quantities of investment, with those variations further pronounced with specific geographies. Investment in battery material suppliers, both primary and secondary, and chemical refining capacity, has been far outpaced by investments in cell manufacturing and end-use OEMs. This disconnect in available feedstock and refining capacity has caused significant imbalances in the global supply chain, with those imbalances even more pronounced within the United States and apparent by the volatility in price of these underlying materials. Further, while there is significant cell manufacturing and OEM manufacturing capacity in the United States, less than 1% of global battery materials needed to supply these facilities are sourced in the US, resulting in a severe domestic capacity imbalance and risk to the domestic economy. This risk in the security and cost of supply has resulted in numerous issues for industries reliant on lithium-ion batteries and has the potential to dramatically slow the adoption of electric vehicles, renewable energy storage and other uses for lithium-ion battery metals. **Overview of Battery Materials Supply** Supply of battery materials is currently dominated by primary production. Development of new sources of primary supply are typically subject to long development times and high capital costs, putting further constraints on the supply of these materials. In addition, the majority of primary production is concentrated in high geopolitical risk locations. Each of the primary minerals discussed are traded on a number of global commodity exchanges and market pricing for each is readily available. Additional details on the primary development of the main critical materials are discussed below: Lithium:*Primary lithium is traditionally extracted from lithium brines or from hard rock deposits, and with recent innovations to also manufacture primary lithium from lithium-bearing claystone resources. Lithium brine deposits are accumulations of saline groundwater that are enriched in dissolved lithium. These deposits can be found in salt flats (such as those in South America), geothermal deposits (such as the Salton Sea in California), and oil fields. Extraction of lithium from brines typically involves large-scale evaporation techniques, thus consuming large amounts of water and energy. Hard rock sources of lithium are typically found in spodumene pegmatite deposits (such as those in Western Australia) and are mined using conventional mining and processing techniques. Extraction of lithium from claystone resources is a relatively new technique with various extraction technologies currently under development. *Nickel:*Primary nickel is mined from both surface and underground operations. Traditional processing techniques for nickel involve crushing, leaching, and floatation techniques. The primary competing source of demand for nickel is the steel industry, for both steel alloy and in plating of stainless steel. Supply is currently dominated by production from Indonesia, Philippines, and Russia. *Cobalt:*Cobalt is typically mined from open pit and underground operations using traditional mining and processing techniques. The majority of cobalt production is a by-product of copper or nickel production. The competing source of demand for cobalt is steel production where cobalt is utilized as a high-strength steel alloy. Concentration of supply from the Democratic Republic of Congo has given rise to significant concerns over the supply of primary cobalt resources. *Manganese:*Manganese is typically mined from open pit surface mines using traditional mining and processing techniques. As with the previously mentioned minerals, the primary competing source of demand is steel production, where manganese is used as an alloy and to deoxidize steel. South Africa is the worlds largest producer of manganese, followed by Australia and China. Secondary supply of feedstock, or recycling, is a relatively new market segment that has seen limited investment compared to the other segments of the battery supply chain. Current recycling techniques can be classified into two categories: High temperature thermal processes (pyrometallurgy) and mechanical crushing/simple hydrometallurgy processes. Both techniques process the feedstock batteries into an intermediate compound, a metal matte or black mass, which is then further processed through a refining process to extract the constituent metals. Both processes mainly focus on the recovery of nickel and cobalt. The majority of these operations are located in China and South Korea. | 5 | | | | | High temperature thermal processes account for the majority of current recycling operations. Batteries are placed into high-temperature furnaces and melted. A number of the key battery materials are lost in the high temperature processing and smelting phase, including lithium, graphite, and aluminum. The remaining metal matte is then processed through a refining process. The high temperature processing can present challenges to refining the metal matte from this process into products that meet the high purity specifications required for battery cathode manufacturing. Further, the process is energy intensive and can cause substantial air and water pollution. The mechanical crushing/simple hydrometallurgy approach involves placing batteries into large shredding/grinding machines. The resulting shredded material is then processed to produce a black mass. This resulting back mass is then processed through a bulk hydrometallurgical process designed to remove impurities and extract the high-value minerals. The high level of impurities in the black mass resulting from the shredding/grinding process makes the recovery of battery grade materials challenging. Additionally, the solvents used in the extraction process can have adverse environmental impacts and significantly increase the costs associated with the recycling process. The black mass resulting from the recycling process has become a readily tradable commodity. However, the quality and value of the black mass is highly variable based on the chemistry of the battery that is being processed and the amount of remaining impurities in the material. Metal refiners are developing processes to extract battery-grade materials from the various forms of black mass. The overall market and pricing for battery feedstock materials will be driven by the supply/demand balance of each commodity. Chemical refiners require specific purity and quality standards for the inputs for their manufacturing processes. Competition will be based on the ability of producers, both primary and secondary, to deliver reliable quantities of materials that meet the specifications required in the battery manufacturing process, while maintaining cash costs that are below the marginal cost of supply. **Our Business** **Lithium-Ion Battery Recycling** ABTC has developed a universal lithium-ion battery recycling system that is capable of recycling batteries with both a wide range of form factors (packs, modules, cylindrical cells, prismatic cells, pouch cells, defect and intermediate waste cells, metal scraps, slurries, and powders) and of a wide range of cathode chemistries (lithiated cobalt oxide, lithiated nickel-cobalt-aluminum oxide, lithiated nickel-cobalt-manganese oxide, lithiated nickel-cobalt-manganese-aluminum oxide, lithiated nickel-oxide, and lithiated manganese-oxide) of various relative weighting of transition metals. The Companys recycling system is a two-phase process: an automated de-manufacturing process followed by a targeted chemical extraction train to separate the individual high-value metals. The Company intends to commission each phase in sequence. Phase 1, the automated de-manufacturing process, separates the components of battery feedstock material into its constituent components, including scrap metals and cathode and anode powders in the form of black mass filter cake. Scrap metals are then sold as byproducts under various offtake agreements or into the open scrap market. The black mass filter cake produced in this phase will also be sold under offtake contracts or into the open market. Upon commissioning of Phase 2, the black mass produced in Phase 1 will be fed into a proprietary chemical extraction train to extract lithium, nickel, cobalt, manganese and other products and upgrade them to the battery cathode grade specifications demanded by high energy density cathode manufacturers. | 6 | | | | | The Company has acquired and leveraged the experience of several members of its leadership and implementation teams who worked on the design, construction, commissioning, and optimization of one of the largest lithium-ion battery manufacturing giga factories in the world. This significant pool of experience has enabled the team to leverage their knowledge of the failure mechanisms that can cause battery components, cells, and modules to fail leading to the development an automated deconstruction process combined with a targeted hydrometallurgical, non-smelting process that deconstructs battery packs to modules, modules to cells, cells to subcell components, and then sorting and separating those subcell components in a strategic fashion. Because of our uniquely pioneered recycling process, we are able to realize greater net benefits than current conventional methods. These benefits include: | | | Decreased air and liquid pollutant emissions through strategic design, and with no high-temperature operations, | | | | | | | | | | Separation of low value materials early in the processing train allows for high recovery and purity of high value products, | | | | | | | | | | Metal products manufactured to meet battery cathode specifications are able to re-enter supply chain in closed-loop fashion, | | | | | | | | | | Throughput of recycling facilities equal to that of manufacturing facilities, on a per region basis, | | | | | | | | | | Low capital costs, through avoidance of high-temperature operations and minimal generation of waste, and | | | | | | | | | | Short processing residence times through high-speed strategic disassembly and material handling. | | Additional details regarding the recycling plant are discussed in Item 2. Properties. *Industry Collaborations* In September 2019, the Company was selected as the sole winner of the battery recycling portion of the Circularity Challenge hosted by BASF, Stanley Black & Decker, and Greentown Labs. BASF is one of the largest high-energy density cathode manufacturing companies in the US and most significant global purchasers of lithium-ion battery metal materials. The challenge was developed to encourage new, innovative technologies for the recycling of large-format lithium-ion batteries, with a goal to establish and develop a circular economy in the battery supply chain. Participants were asked to demonstrate their ability to recycle an end-of-life lithium-ion battery into battery grade minerals that could then be used for the manufacture of new lithium-ion batteries. As the winner, the Company received seed funding, access to the Greentown Labs facilities (see Item 2. Properties), and the exploration of partnership agreements with the host companies. The Company and BASF continue to explore several avenues of collaboration to accelerate the commercialization of the Companys lithium-ion battery recycling technology. In October 2021, the Company, received a competitively bid $2 million contract award from the US Advanced Battery Consortium (USABC). USABC is a subsidiary of the United States Council for Automotive Research LLC and enabled by a cooperative agreement with the U.S. Department of Energy (DOE). The member companies include General Motors, Ford Motor Company, and Stellantis NV. USABCs mission is to develop electrochemical energy storage technologies that advance commercialization of next generation electrified vehicle applications. The objective of the contract award is for the commercial-scale development and demonstration of an integrated lithium-ion battery recycling system, the production of battery cathode grade metal products, the synthesis of high energy density active cathode material from these recycled battery metals by cathode producer and lithium-ion battery recycler BASF, and the fabrication of large format automotive battery cells from these recycled materials and the testing of these cells against otherwise identical cells made from virgin sourced metals by cell technology developer C4V. The demonstration of the entire closed-loop battery manufacturing supply chain within a single project is meant to foster the establishment of a domestic low-cost and low-environmental impact battery recycling infrastructure *Competition* The Company expects to recover several types of byproducts as well as battery cathode grade lithium, nickel, cobalt, and manganese products through its recycling process and will compete with two categories of producers of these commodities: competing recycling processers and facilities and primary producers of the battery materials. Competing recycling processes and facilities are primarily located in the United States, Europe, South Korea, and China and employ various techniques for extraction of the contained battery metals. In general, processers that employ high-temperature thermal processes or shredding/solvent extraction techniques focus on the recovery of nickel and cobalt, with limited ability to recover lithium, manganese, or other metals. The Companys process to extract each of the battery components enables the Company to extract additional value from the same amount of feedstock to enable low-cost and low-environmental operations. | 7 | | | | | Primary producers of lithium, nickel, cobalt, and manganese are distributed globally. Lithium production is largely located in the Americas, Australia, and Asia. Approximately two-thirds of cobalt production is sourced from the Democratic Republic of Congo. Nickel production is dominated by Indonesia, China, and Australia. Manganese production is concentrated in South Africa, Australia, and China. The commodities and specialty chemicals that are ultimately used by cathode manufacturers are required to meet stringent specifications, whether that mineral is sourced from a primary or a secondary resource. Thus, the competition in these markets is largely based on product quality and reliability of supply. **Primary Resource Development & Refining** In addition to its battery recycling operations, the Company has been designing and optimizing our internally developed sustainable lithium extraction process for the manufacturing of battery cathode grade lithium hydroxide from Nevada-based sedimentary claystone primary resources. (See Item 2. Properties for additional information). The Company is currently conducting geological mapping, sampling, geochemical analysis, and proprietary extraction trials to characterize the resource and to quantify the performance of the lithium extraction and manufacturing operations. In parallel with the current exploration activities, the Company has designed, constructed, and is operating a multi-tonne per day integrated demonstration scale facility to process sedimentary resource from the project. This facility is intended to demonstrate the commercial viability of the Companys extraction and refining processes. The Company will continue to analyze the economic competitiveness of the project throughout the demonstration phases. The Companys in-house developed extraction technologies do not require the inefficient evaporation ponds associated with conventional lithium-from-brine mining. Our extraction process utilizes a selective leaching process for the low-cost extraction of lithium from claystone sedimentary resources that allows for significantly lower consumption of acid, lower levels of contaminants in the generated leach liquor, and lower overall costs of production. *Industry Collaborations* In October 2021, the Company, as the primary grantee, with DuPont Water Solutions as a sub-grantee, was awarded a $4.5 million competitive grant through the US Department of Energys Advanced Manufacturing Office, Critical Materials Innovation program to advance the research, development, and commercialization of its technologies for the mining and manufacturing of battery grade lithium hydroxide from its lithium-bearing claystone deposits. The grant provided partial funding for the development of a multi-tonnes per day processing facility to implement its lithium refining technology at pilot facility scale which was commissioned in the fourth quarter of fiscal year 2024. *Competition* Primary lithium production is concentrated in the Americas, Australia, and Asia. The lithium that is ultimately used by cathode manufacturers is required to meet stringent specifications, whether that mineral is sourced from a primary or a secondary resource. Thus, the competition in these markets is largely based on product quality and reliability of supply. *Employees* As of September 15, 2025, the Company had 157 full-time and 6 part-time employees. Additional workers may be hired on a contract basis as needed. *Available Information* We are subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, in accordance therewith, we file periodic reports, proxy statements and other information with the Securities and Exchange Commission (the SEC). We make available, free of charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports on our website at https://americanbatterytechnology.com/ as soon as reasonably practicable after those reports are electronically filed with, or furnished to, the SEC. | 8 | | | | | **Item 1A. Risk Factors** *Investing in our securities involves a high degree of risk. Before making an investment decision, you should consider carefully the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including our financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K and in our other filings with the SEC. Our business, operating results, financial condition or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of the risks actually occur, our business, operating results, financial condition and prospects could be adversely affected. In that event, the market price of our common stock could decline, and you could lose part or all of your investment. References to we, our, or us generally refer to the Company, unless otherwise specified.* **Summary Risk Factors** ** **Risks Relating To Our Business** Our business is subject to numerous risks and uncertainties. The following is a summary of the principal risks we face: | | There is substantial doubt about Companys ability to continue as a going concern and to achieve or sustain profitability. | | | | | | | | We may require significant additional financing within the next 12 months to fund operations and develop our recycling, extraction, and refining facilities, but there is no assurance such capital will be available on acceptable terms, or at all, which could jeopardize our business plan and continued operations. | | | | | | | | We may face challenges in executing our growth strategy and effectively managing any expansion. Strategic transactions we pursue could be disruptive, result in shareholder dilution, or otherwise negatively impact our operations. | | | | | | | | Our ability to source, recover, and recycle lithium-ion battery materials in an economical and efficient manner may be limited, which could affect our ability to meet market demand. | | | | | | | | If we are unable to continue to operate our recycling facility and improve efficiency, our business could be materially harmed. Our operations depend on the continued performance and availability of our recycling facilities, as well as on securing sufficient feedstock. | | | | | | | | Our ability to achieve and sustain profitability depends heavily on volatile global metal pricesdriven by global economic, political, and market factors as well as product quality and customer specificationsand unfavorable pricing could reduce revenues, hinder customer demand, and negatively impact our business value and share price. | | | | | | | | Safety concerns in handling lithium-ion batteries, changes in battery chemistry or technology, slower-than-expected adoption of electric vehicles or stationary energy storage batteries, or reduced government support for clean energy could all negatively impact our revenues and operating results. | | | | | | | | Our operations are subject to development and execution risks, as well as potential limitations in obtaining applicable permits and in obtaining or maintaining insurance coverage. | | | 9 | | | | | | | Declines in demand, volatility in benchmark metal prices, or shifts in the quantity and composition of lithium-ion battery feedstock available to us could materially affect our costs, revenues, and results of operations. | | | | | | | | We depend on the skills and experience of our senior management team and key employees. The loss of any such personnel could have a material adverse effect on our business. | | | | | | | | We may be exposed to litigation, foreclosure, or regulatory actions, any of which could adversely affect our financial condition and results. | | | | | | | | Geopolitical competition over critical minerals and government policies aimed at securing domestic supply chains may restrict our ability to access certain markets, partners, or suppliers, which could increase costs and limit growth opportunities. | | | | | | | | Changes in international trade policies, tariffs, or trade disputesparticularly involving major lithium-producing countriescould disrupt supply chains, increase costs, or limit market access, materially impacting our operations and profitability. | | | | | | | | Changes in government policies or funding priorities for critical minerals could reduce or eliminate incentives, grants, or programs we rely on, adversely affecting our operations and growth. | | | | | | | | Export controls or trade restrictions on lithium, equipment, or technology could limit our market access, sourcing options, or partnerships, and create compliance conflicts across jurisdictions. | | | | | | | | Mineral Resources and Reserves are estimates subject to inherent uncertainties, including geological, engineering, and economic assumptions; actual tonnage, grades, recoveries, or costs may differ materially, which could adversely affect the Companys operations and financial results. | | | | | | | | There is no assurance that economically recoverable mineral reserves exist on our properties, and even if reserves are identified, exploration and development risks could prevent their extraction or the generation of revenue, adversely affecting our business and operations. | | | | | | | | Evolving federal and state regulations on battery recycling and extended producer responsibility may create new compliance obligations, increase operating costs, or affect the economics of our recycling operations. | | | | | | | | Changes in income tax rates or laws, or disputes with tax authorities, could materially affect our results of operations and financial condition. | | | | | | | | If we fail to adequately protect our intellectual property, or if third parties assert claims of infringement against us, we could face significant costs, potential damages, and restrictions on our ability to use certain technologies. | | | | | | | | Despite mitigation measures, increasing cybersecurity threats and potential attacks could compromise our systems, disrupt operations, expose sensitive data, and materially and adversely impact the Companys business. | | **** **Risks Relating to Ownership of Our Securities** **** | | We may issue additional equity securities in the future without seeking shareholder approval. Any such issuance could dilute existing ownership and potentially place downward pressure on the market price of our common shares. In addition, the interests of our directors and executive officers may not always align with those of other shareholders. | | | 10 | | | | | | | Our common shares have experienced, and may continue to experience significant volatility. We also do not currently anticipate paying dividends in the foreseeable future. | | | | | | | | We have identified a material weakness in our internal control over financial reporting (ICFR). If we fail to remediate this weakness and establish effective controls, our business, operating results, and the market price of our shares could be materially adversely affected. | | | | | | | | Compliance with the regulatory requirements applicable to U.S. domestic issuers is expected to require considerable time, cost, and resources. | | | | | | | | We do not currently intend to pay dividends on our common shares and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common shares. | | | | | | | | Failure to comply with covenants in our debt agreements could result in default, acceleration of repayment obligations, or loss of collateral, which could materially adversely affect our business and operations. | | | | | | | | We may be required to record write-downs, impairments, restructurings, or other charges, any of which could materially and negatively impact our financial condition, operating results, and share value. | | **Risks Relating to Our Business** **** **There is substantial doubt about our ability to continue as a going concern and to achieve or sustain profitability.** ** The continuation of the Company as a going concern is dependent upon generating profit from its operations and its ability to obtain debt or equity financing to meet expected cash requirements. There is no assurance that the Company will be able to generate sufficient profits, obtain such financings, or obtain them on favorable terms, which could limit its operations. Any such financing activities are subject to market conditions. These uncertainties cause substantial doubt about the Companys ability to continue as a going concern for 12 months from issuance of the financial statements included in this Form 10-K. In their report on our financial statements included in this Form 10-K, our independent auditors have expressed substantial doubt about our ability to continue as a going concern. ** **We may require significant additional financing within the next 12 months to fund operations and develop our recycling, extraction, and refining facilities, but there is no assurance such capital will be available on acceptable terms, or at all, which could jeopardize our business plan and continued operations.** **** We may need additional financing to execute our business plan and fund operations, which additional financing may not be available on reasonable terms or at all. We may need to raise capital over the next 12 months to satisfy such requirements, the receipt of which cannot be assured. We may also require capital in order to fully develop our recycling, extraction and refining operations. We intend to seek additional funds through various financing sources, including the private sale of our equity and debt securities, potential joint ventures with capital partners, grants, government loans, and project financing of our recycling facilities. However, there can be no guarantees that such funds will be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to further pursue our business plan and we may be unable to continue operations, in which case you may lose your entire investment. **** **We may face challenges in executing our growth strategy and effectively managing any expansion. Strategic transactions we pursue could be disruptive, result in shareholder dilution, or otherwise negatively impact our operations.** We are engaged in the business of lithium-ion battery recycling through proprietary recycling technology. While lithium-ion battery recycling is an established business, most existing processes rely on bulk high-temperature processes or bulk shredding techniques. In contrast, we have developed a highly strategic recycling processing train that avoids these non-selective treatments of the full battery. Having commenced commercial operations, we are continuing to ramp up and expand production capacity within our current facility. The uniqueness of our process presents potential risks associated with scaling an unproven business model, and there can be no assurance that as we advance large-scale manufacturing and operations, we will not encounter unexpected costs or hurdles that could restrict our intended scale or negatively impact projected gross profit margins. | 11 | | | | | The Company is in the process of exploring and developing a mineral resource near Tonopah, Nevada, with the intent of progressing the project to mining and processing activities. The Company has no prior history of completing the development of a mining project or conducting mining operations. If found to be economically feasible, the future development of mineral resources will require the construction and operation of a mine, processing plant and related infrastructure. While certain members of management have mining development and operational experience, the Company does not have any such experience as a collective organization. As a result of these factors, the Companys future success is more uncertain than if it had a proven operating history. If the Tonopah Flats project advances, the Company is and will continue to be subject to all risks inherent with establishing new mining operations including: the time and costs of construction of mining and processing facilities and related infrastructure; the availability and costs of skilled labor and mining equipment and supplies; the need to obtain necessary environmental and other governmental approvals, licenses and permits, and the timing of the receipt of those approvals, licenses and permits; the availability of funds to finance construction and development activities; potential opposition from non-governmental organizations, indigenous peoples, environmental groups or local groups which may delay or prevent development activities; and potential increases in construction and operating costs due to various factors, including changes in the costs of fuel, power, labor, contractors, materials, supplies and equipment. It is common in new mining operations to experience unexpected costs, problems and delays during construction, commissioning and mine start-up, as well as delays in the early stages of mineral production. **Our ability to source, recover, and recycle lithium-ion battery materials in an economical and efficient manner may be limited, which could affect our ability to meet market demand.** **** The success of our lithium-ion battery recycling operations is fundamentally dependent on our ability to secure adequate quantities of spent lithium-ion batteries and other feedstock materials of sufficient quality and at economically viable prices. The availability of feedstock is subject to numerous factors beyond our control, including the growth rate of stationary energy storage batteries, electric vehicle adoption, battery replacement cycles, consumer and commercial battery disposal practices, competition from other recycling facilities, and the development of alternative disposal or reuse methods for spent batteries. The quality and composition of feedstock can vary significantly depending on battery chemistry, age, usage patterns, and storage conditions prior to collection. Degraded, damaged, or contaminated feedstock may yield lower recovery rates of valuable materials, require additional processing steps, or result in higher operating costs, all of which could negatively impact our profitability. Additionally, the presence of foreign materials, different battery chemistries than expected, or hazardous contaminants in feedstock could disrupt our operations, require costly remediation, or pose safety and environmental risks. The feedstock market is still developing, and pricing mechanisms and supply contracts are not yet standardized across the industry. We may face increasing competition for feedstock from other recycling facilities, battery manufacturers seeking to secure their own supply chains, and international buyers, potentially driving up feedstock costs. Furthermore, changes in battery technology, such as the development of longer-lasting batteries or alternative battery chemistries, could reduce the availability of feedstock or alter the economics of our recycling processes. If we are unable to secure adequate quantities of suitable feedstock at economically viable prices, our recycling operations may operate below capacity or become unprofitable, which could materially adversely affect our business and financial results. | 12 | | | | | **If we are unable to continue to operate our recycling facility and improve efficiency, our business could be materially harmed. Our operations depend on the continued performance and availability of our recycling facilities, as well as on securing sufficient feedstock.** **** Our future business depends in large part on its ability to economically and efficiently source, recycle, and recover lithium-ion battery materials (including end-of-life batteries, manufacturing scrap, and third-party black mass) and to meet the growing market demand for an environmentally sustainable, closed-loop recycling solution. Although we have commenced operations at our McCarran, Nevada facility, we will need to continue to operate this facility and improve efficiencies. While we have developed and begun to implement our proprietary recycling process at our McCarran location, we have not yet operated at full commercial scale to consistently produce and sell battery-grade materials. It is uncertain whether we will be able to develop and sustain efficient, automated, low-cost recycling capabilities and processes, or secure sufficient reliable sources of feedstock, in a manner that allows it to meet production standards, volumes, and costs necessary to achieve its business objectives. Even if we are successful in expanding production, we may not be able to do so without delays, cost overruns, or supply chain challenges, some of which may be outside of our control. Our ability to manage costs over time may be limited in the near term by fixed expenses associated with facility operations, while long-term cost reductions will require ongoing investment to support growth and process improvements. Any failure to scale operations and achieve production and cost targets within projected timelines could have a material adverse effect on our business, results of operations, and financial condition. **Our ability to achieve and sustain profitability depends heavily on volatile global metal product pricesdriven by global economic, political, and market factors as well as product quality and customer specificationsand unfavorable pricing could reduce revenues, hinder customer demand, and negatively impact our business value and share price.** **** The ability to reach and sustain profitable operations on the recycling and extraction projects, if and to the extent the projects are developed and enter full commercial operation, will be significantly affected by changes in the market price of global metal products. The market price of these products fluctuates widely and is affected by numerous factors beyond the Companys control, including world supply and demand, pricing characteristics for alternate energy sources such as oil and gas, government policy and laws, interest rates, the rate of inflation and the stability of currency exchange rates, and other geopolitical and global economic factors. Such external economic factors are influenced by changes in international investment patterns, various political developments and macro-economic circumstances. Furthermore, the price of lithium products is significantly affected by their purity and performance, and by the specifications of end-user battery manufacturers. If the products produced from the Companys projects do not meet battery-grade quality and/or do not meet customer specifications, pricing will be reduced from that expected for battery-grade product. In turn, the company may lose or fail to attract customers. The Company may not be able to effectively mitigate pricing risks for its products. Depressed pricing for the Companys products will affect the level of revenues expected to be generated by the Company, which in turn could affect the value of the Company, its share price and the potential value of its properties. **** **Safety concerns in handling lithium-ion batteries, changes in battery chemistry or technology, slower-than-expected adoption of electric vehicles or stationary energy storage batteries, or reduced government support for clean energy could all negatively impact our revenues and operating results.** **** The Companys operations are subject to all the hazards and risks normally incidental to the exploration for, and the development and operation of, mineral properties. The Company strives to implement comprehensive health and safety measures designed to comply with government regulations and protect the health and safety of the Companys workforce in all areas of its business. The Company also strives to comply with environmental regulations in its operations. Nonetheless, risks associated with the Companys planned operations include fires, power outages, shutdowns due to equipment breakdown or failure, aging of equipment or facilities, unexpected maintenance and replacement expenditures, human error, labor disruptions or disputes, inclement weather, higher than forecast precipitation, flooding, shortages of water, explosions, releases of hazardous materials, landslides, earthquakes, industrial accidents and explosions, protests and other security issues, and the inability to obtain adequate machinery, equipment or labor due to shortages, strikes or public health issues such as pandemics. We may be held responsible for the costs of remediating contamination at the site of current or former activities or at third party sites or be held liable to third parties for exposure to hazardous substances should those be identified in the future. Under the U.S. Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) and its state law equivalents, current or former owners of properties may be held jointly and severally liable for the costs of site cleanup or required to undertake, remedial actions in response to unpermitted releases of hazardous substances at such property, in addition to, among other potential consequences, liability to governmental entities for the cost of damages to natural resources, which may be significant. | 13 | | | | | **Our operations are subject to development and execution risks, as well as potential limitations in obtaining applicable permits and obtaining or maintaining insurance coverage.** **** Our operations in the United States are subject to the federal, state and local environmental, health and safety laws applicable to the reclamation of lithium-ion batteries and exploration for, and the development and operation of, mineral properties. Depending on how any particular operation is structured, our operations and related facilities will have to obtain environmental permits or approvals to operate, including those associated with, among other things, air emissions, water discharges, waste management and storage, and exploration and development of mineral properties on federal lands and related processing facilities. We may face opposition from local residents or public interest groups to the installation and operation of our facilities. Failure to secure (or significant delays in securing) the necessary approvals could prevent us from pursuing some of our planned operations and adversely affect our business, financial results and growth prospects. Additionally, there can be no certainty that current permits will be maintained, permitting changes will be approved, estimated permitting timelines will be met, estimated costs will be accurate, or additional or approvals required to carry out recycling, extraction and refining will be obtained. There is the risk that existing permits will be subject to challenges of regulatory administrative processes and similar litigation and appeal processes. Litigation and regulatory review processes can result in lengthy delays, with uncertain outcomes. Such issues could impact the expected timelines of the Companys projects and consequently have a material adverse effect on the Companys prospects and business. While the Company maintains insurance to protect against certain risks associated with its business, insurance may not be available to insure against all risks, or the costs of such insurance may be uneconomic. The Company may also elect not to obtain insurance for other reasons. Insurance policies maintained by the Company may not be adequate to cover the full costs of actual liabilities incurred by the Company or may not be continued by insurers for reasons not solely within the Companys control. The Company maintains liability insurance in accordance with industry standards. However, losses from uninsured and underinsured liabilities have the potential to materially affect the Companys financial position and prospects. ** **Declines in demand, volatility in benchmark metal prices, or shifts in the quantity and composition of lithium-ion battery feedstock available to us could materially affect our costs, revenues, and results of operations.** **** The Company is exposed to commodity price movements for the inventory it holds and the products it plans to produce. Commodity price risk management activities are currently limited to monitoring market prices. The Companys future revenues, if any, are sensitive to the market prices of the metals contained in its planned products. The Companys projects are highly dependent on the demand for and uses of lithium-based end products. This includes lithium-ion batteries for electric vehicles, stationary energy storage systems, and other large format batteries that currently have limited market share and whose projected adoption rates are not assured. To the extent that such markets do not develop in the manner contemplated by the Company, then the long-term growth in the market for lithium products will be adversely affected. This would inhibit the potential for development of the projects, their potential commercial viability and would otherwise have a negative effect on the business and financial condition of the Company. In addition, as a commodity, lithium market demand is subject to the substitution effect in which end-users adopt an alternate commodity as a response to supply constraints or increases in market pricing. These circumstances could limit the quantity of customers and prices paid for our products. To the extent that these factors arise in the market for lithium, it could have a negative impact on overall prospects for growth of the lithium market and pricing, which in turn could have a negative effect on the Company and its projects. **We depend on the skills and experience of our senior management team and key employees. The loss of any such personnel could have a material adverse effect on our business.** **** The Company is concurrently overseeing the advancement of our major battery material projects. Working to advance these projects requires the dedication of considerable time and resources by the Company and its management team. The advancement of the projects concurrently brings with it the associated risk of strains on managerial, human and other resources. The Companys ability to successfully manage each of these processes will depend on a number of factors, including its ability to manage competing demands on time and other resources, financial or otherwise, and successfully retain personnel and recruit new personnel to support its growth and the advancement of its projects. | 14 | | | | | The Company highly values the contributions of its key personnel. The success of the Company continues to depend largely upon the performance of key officers, employees and consultants who have advanced the Company to its current stage of development and contributed to its potential for future growth. The market for qualified talent has become increasingly competitive, with shortages of qualified talent relative to the number of available opportunities being experienced in all markets where the Company conducts its operations. The ability to remain competitive by offering higher compensation packages and programs for growth and development of personnel, with a view to retaining existing talent and attracting new talent, has become increasingly important to the Company and its operations in the current climate. Any prolonged inability to retain key individuals, or to attract and retain new talent as the Company grows, could have a material adverse effect upon the Companys growth potential and prospects. Additionally, the Company has not purchased any key-man insurance for any of its directors, officers, or key employees and currently has no plans to do so. **We may be exposed to litigation, foreclosure, or regulatory actions, any of which could adversely affect our financial condition and results.** **** The Company may be subject to a variety of regulatory requirements, and resulting investigations, claims, lawsuits and other proceedings in the ordinary course of its business, as a result of its status as a publicly traded company and because of its mining exploration and development business. Litigation related to environmental and climate change-related matters, the Companys environmental practices, the environmental benefits of the Companys products or services, ESG disclosure, and securities class actions arising from share price volatility is also on the rise. The occurrence and outcome of any legal proceedings cannot be predicted with any reasonable degree of certainty due to the inherently uncertain nature of litigation, including the effects of discovery of new evidence or advancement of new legal theories, the difficulty of predicting decisions of judges and juries and the possibility that decisions may be reversed on appeal. Defense and settlement costs of legal claims can be substantial, even with respect to claims that are determined to have little or no merit. Litigation may be costly and time-consuming and can divert the attention of management and key personnel away from day-to-day business operations. The Company and its projects are, from time to time, subject to legal proceedings or the threat of legal proceedings. If the Company were to be unsuccessful in defending any such claims against it, or unable to settle claims on a satisfactory basis, the Company may be faced with significant monetary damages, injunctive relief or other negative impacts that could have a material adverse effect on the Companys business and financial condition. To the extent the Company is involved in any active litigation, the outcome of such matters may not be determinable, and it may not be possible to accurately predict the outcome or quantum of any such proceedings at a given time. **** **Geopolitical competition over critical minerals and government policies aimed at securing domestic supply chains may restrict our ability to access certain markets, partners, or suppliers, which could increase costs and limit growth opportunities.** ** Lithium has become central to national security strategies focused on energy independence and technological competitiveness, particularly in the context of electric vehicle adoption and renewable energy storage. The ongoing strategic competition between the United States, China, and other major powers has resulted in increased scrutiny of critical mineral supply chains, with governments implementing policies to reduce dependence on foreign sources and secure domestic supply chains. This competition may limit our ability to engage in business relationships with companies from certain countries, access international markets, or utilize the most cost-effective suppliers and partners regardless of their geographic location. **** | 15 | | | | | **** **Changes in international trade policies, tariffs, or trade disputesparticularly involving major lithium-producing countriescould disrupt supply chains, increase costs, or limit market access, materially impacting our operations and profitability.** **** The Companys operations and profitability may be significantly impacted by changes in international trade policies, tariffs, and trade disputes. As a lithium recycling and mining company, we may be subject to tariffs on imported equipment, raw materials, or components necessary for our operations. Additionally, retaliatory tariffs imposed by other countries could affect demand for our products or increase costs of doing business internationally. Changes in trade relationships, particularly between the U.S. and major lithium-producing countries like China, could disrupt supply chains, increase operational costs, or limit market access. The Company has limited ability to mitigate these risks, and significant changes in trade policy could materially adversely affect our business, financial condition, and results of operations. **** **Changes in government policies or funding priorities for critical minerals could reduce or eliminate incentives, grants, or programs we rely on, adversely affecting our operations and growth.** **** Government policies regarding critical minerals are subject to frequent changes based on national security priorities, supply chain assessments, and political considerations. Changes to critical minerals lists, or government funding priorities related to commercial facilities for the mining or manufacturing of critical minerals, could affect our eligibility for government incentives, grants, or preferential treatment in government procurement. The termination of existing grants or the modifications of programs such as the Defense Production Act, the Infrastructure Investment and Jobs Act, or the Inflation Reduction Act could impact available funding, tax incentives, or regulatory streamlining that we currently benefit from or expect to benefit from in the future. Additionally, changes in government priorities or budget constraints could further result in the elimination or reduction of programs that support domestic critical mineral production and processing. **Export controls or trade restrictions on lithium, equipment, or technology could limit our market access, sourcing options, or partnerships, and create compliance conflicts across jurisdictions.** Governments may impose export controls, licensing requirements, or outright bans on the export of lithium and related materials, processing equipment, or technology. Such restrictions could limit our access to international markets for our products, prevent us from sourcing equipment or materials from certain countries, or restrict our ability to engage in technology transfer or joint ventures with foreign partners. The extraterritorial application of export controls by various countries could also create compliance conflicts where adherence to one countrys export control regime violates anothers requirements. **Mineral Resources and Reserves are estimates subject to inherent uncertainties, including geological, engineering, and economic assumptions; actual tonnage, grades, recoveries, or costs may differ materially, which could adversely affect the Companys operations and financial results.** Mineral Resources and Mineral Reserves figures are estimates only. Estimated tonnages and grades may not be achieved if the projects are brought into production; differences in grades and tonnage could be material; and, estimated levels of recovery may not be realized. The estimation of Mineral Resources and Mineral Reserves carries with it many inherent uncertainties, of which many are outside the control of the Company. Estimation is by its very nature a subjective process, which is based on the quality and quantity of available data, engineering assumptions, geological interpretation and judgements used in the engineering and estimation processes. Estimates may also need to be revised based on changes to underlying assumptions, such as commodity prices, drilling results, metallurgical testing, production, and changes to mine plans of operation. Any material decreases in estimates of Mineral Resources or Mineral Reserves, or an inability to extract Mineral Reserves could have a material adverse effect on the Company, its business, results of operations and financial position. Any estimates of Inferred Mineral Resources are also subject to a high degree of uncertainty and may require a significant amount of exploration work to determine if they can be upgraded to a higher confidence category. Risks associated with upgrading the Tonopah project to a higher confidence category include the accuracy of fault modeling and offset of lithium-hosting lithologies on western-side of mineral resource, the lack of project-specific lithologic density data, the accuracy of processing cost used in the pit optimization to define the resource which can potentially affect resource cut-off grades, and the large fluctuations in commodity prices which can potentially affect resource cut-off grades. | 16 | | | | | **There is no assurance that economically recoverable mineral reserves exist on our properties, and even if reserves are identified, exploration and development risks could prevent their extraction or the generation of revenue, adversely affecting our business and operations.** **** We cannot assure you about the existence of economically extractable mineralization at this time, nor about the quantity or grade of any mineralization we may have found. Because the probability of an individual prospect ever having reserves is uncertain, our properties may not contain any reserves and any funds spent on evaluation and exploration may be lost. Even if we confirm reserves on our properties, any quantity or grade of reserves we indicate must be considered as estimates only until such reserves are mined. We do not know with certainty that economically recoverable minerals exist on our properties. In addition, the quantity of any reserves may vary depending on commodity prices. Any material change in the quantity or grade of reserves may affect the economic viability of our properties. Further, our lack of established reserves means that we are uncertain about our ability to generate revenue from our operations. Even if we do eventually discover a mineral reserve on one or more of our properties, there can be no assurance that they can be developed into producing mines and that we can extract those minerals. Both mineral exploration and development involve a high degree of risk, and few mineral properties that are explored are ultimately developed into producing mines. **** **Evolving federal and state regulations on battery recycling and extended producer responsibility may create new compliance obligations, increase operating costs, or affect the economics of our recycling operations.** The regulatory landscape governing battery recycling and extended producer responsibility (EPR) is rapidly evolving at both federal and state levels. Many states are considering or have implemented EPR programs that require battery manufacturers to take responsibility for the end-of-life management of their products, including collection, recycling, and proper disposal. While such regulations could increase the availability of feedstock for our recycling operations, they may also impose new compliance obligations, reporting requirements, and operational standards on recycling facilities. Changes to battery transportation regulations, hazardous waste classifications, or recycling performance standards could require costly modifications to our operations or result in penalties for non-compliance. Additionally, regulations mandating specific recycling rates, recovery efficiencies, or product quality standards could affect the economics of our recycling operations. **Changes in income tax rates or laws, or disputes with tax authorities, could materially affect our results of operations and financial condition.** Changes to U.S. tax laws could adversely affect the Company or holders of the Common Shares. In recent years, many changes to U.S. federal income tax laws have been proposed and made, and additional changes to U.S. federal income tax laws are likely to continue to occur in the future. We are subject to review and audit by U.S. federal, state, local tax authorities. Tax authorities may disagree with or challenge tax positions we take, which if successful could harm our business. We may be subject to additional tax liabilities due to changes in non-income based taxes resulting from changes in federal, state or local tax laws, changes in taxing jurisdictions administrative interpretations, decisions, policies, and positions, results of tax examinations, settlements, or judicial decisions, changes in accounting principles, changes to our business operations, including acquisitions, as well as the evaluation of new information that results in a change to a tax position taken in a prior period. In the future, the company may also be subject to foreign jurisdictions where tax law changes may pose a similar risk. | 17 | | | | | **If we fail to adequately protect our intellectual property, or if third parties assert claims of infringement against us, we could face significant costs, potential damages, and restrictions on our ability to use certain technologies.** The Company relies on the ability to protect its intellectual property rights and depends on patent, trademark and trade secret legislation to protect its proprietary know-how. There is no assurance that the Company has adequately protected or will be able to adequately protect its valuable intellectual property rights or will at all times have access to all intellectual property rights that are required to conduct its business or pursue its strategies, or that the Company will be able to adequately protect itself against any intellectual property infringement claims. There is also a risk that the Companys competitors could independently develop similar technology, processes or know-how; that the Companys trade secrets could be revealed to third parties; that any current or future patents, pending or granted, will be broad enough to protect the Companys intellectual property rights; or, that foreign intellectual property laws will adequately protect such rights. The inability to protect the Companys intellectual property could have a material adverse effect on the Companys business, results of operations and financial condition. Additionally, the applied science industry is characterized by frequent allegations of intellectual property infringement. Though we do not expect to be subject to any of these allegations, any allegation of infringement could be time consuming and expensive to defend or resolve, result in substantial diversion of management resources, cause suspension of operations or force us to enter into royalty, license, or other agreement, rather than dispute the merits of such allegation. If patent holders or other holders of intellectual property initiate legal proceedings, we may be forced into protracted and costly litigation. We may not be successful in defending such litigation and may not be able to procure any required royalty or license agreements on acceptable terms or at all. **Despite mitigation measures, increasing cybersecurity threats and potential attacks could compromise our systems, disrupt operations, expose sensitive data, and materially and adversely impact the Companys business.** Threats to information technology systems associated with cybersecurity risks and cyber incidents or attacks continue to grow and evolve in terms of severity and sophistication, particularly with the increase in remote work that began during the COVID-19 pandemic. A cybersecurity attack has the potential to compromise the business, financial and other systems of the Company, and could go unnoticed for some time. Risks associated with cybersecurity threats include, among other things, loss of intellectual property, disruption of business operations and safety procedures, loss or damage to worksite data delivery systems, privacy and confidentiality breaches, and increased costs and time to prevent, respond to or mitigate cybersecurity incidents. The Company has implemented a cybersecurity policy and provided training to its personnel as mitigation measures. System and network maintenance, upgrades and similar best practices are also followed. However, despite these measures, the occurrence of a significant cybersecurity incident could have a material adverse effect on the Companys business and result in a prolonged disruption to it. **Risks Relating to Ownership of Our Securities** **** **We may issue additional equity securities in the future without seeking shareholder approval. Any such issuance could dilute existing ownership and potentially place downward pressure on the market price of our common shares. In addition, the interests of our directors and executive officers may not always align with those of other shareholders.** **** We may issue additional common shares or other equity securities in the future in connection with capital raises, acquisitions, repayment of indebtedness, or grants under the Companys 2021 Retention Plan (the Retention Plan), in many cases without shareholder approval. We are actively exploring financing options and strategic alternatives, and any fundraising through equity or convertible debt could result in significant dilution to existing shareholders. In addition, newly issued securities may have rights, preferences, or privileges senior to those of our common shares. Pursuant to the terms of the Purchase Agreement and Notes, we may issue common shares upon conversion, redemption, or exercise of related provisions. We may also issue common shares upon the exercise of outstanding warrants. The issuance of additional equity securities could: | | decrease our existing shareholders ownership percentage; | | | | | | | | | reduce the amount of cash available per share, including for potential future dividends; | | | | | | | | | diminish the relative voting strength of previously outstanding shares; and | | | | | | | | | negatively affect the market price of our common shares. | | **** **Our common shares have experienced, and may continue to experience significant volatility. We also do not currently anticipate paying dividends in the foreseeable future** **** The market price of the stock of a publicly traded company is affected by a number of variables, many of which are outside the Companys control. Such factors include: the general condition of markets for resource stocks, and particularly for stocks of lithium exploration and development companies and other battery-metals stocks; the general strength of the economy; the availability and attractiveness of alternative investments; analysts recommendations and their estimates of financial performance; investor perception and reactions to disclosures made by the Company, and by the Companys competitors; future securities sales; reputational risks of the Company; and the breadth of the public markets for the stock. Investors could suffer significant losses if the Companys common stock is depressed or illiquid when an investor seeks liquidity. **** | 18 | | | | | **** **We have identified a material weakness in our internal control over financial reporting (ICFR). If we fail to remediate this weakness and establish effective controls, our business, operating results, and the market price of our shares could be materially adversely affected.** **** Our reporting obligations as a public company place a significant strain on our management, operational and financial resources and systems. Because we failed to maintain an effective system of internal control over financial reporting, we could experience delays or inaccuracies in our reporting of financial information, or non-compliance with the SEC, reporting and other regulatory requirements. This could subject us to regulatory scrutiny and result in a loss of public confidence in our management, which could, among other things, cause our stock price to drop. **** **Compliance with the regulatory requirements applicable to U.S. domestic issuers is expected to require considerable time, cost, and resources.** **** As a public reporting company, we are subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended, and other federal securities laws, rules and regulations. Complying with these laws and regulations requires more time and attention of our Board of Directors and management and requires additional employees compared to a privately-held company. In addition, the costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC, furnishing audited reports to stockholders, maintaining more comprehensive compliance functions, policies and procedures, and corporate governance, are greater than that of a privately-held company. **** **We do not currently intend to pay dividends on our common shares and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common shares.** The Company has not paid dividends on its Common Shares since incorporation. The Company anticipates that it will retain its earnings and other cash resources for future operations and the ongoing development of its business. As such, the Company does not intend to declare or pay any cash dividends in the foreseeable future. Payment of any future dividends is solely at the discretion of the Board, which will take into account many factors including the Companys operating results, financial condition and anticipated cash needs. **** **Failure to comply with covenants in our debt agreements could result in default, acceleration of repayment obligations, or loss of collateral, which could materially adversely affect our business and operations.** **** The Company has contractual arrangements that contain affirmative and negative covenants that must be adhered to. It is possible that the Company could fail to meet the requirements of one or more covenants, resulting in penalties or acceleration of amounts due. No assurance can be given that a breach will not occur. This could result in a default under our credit agreements that would permit the applicable lenders to declare all amounts outstanding thereunder to be due and payable, together with accrued and unpaid interest. If we are unable to repay our debt, creditors would have the right to proceed against the collateral securing the debt. This in turn could have a material adverse effect on the Companys business and operations. **** **We may be required to record write-downs, impairments, restructurings, or other charges, any of which could materially and negatively impact our financial condition, operating results, and share value.** We make certain accounting estimates and projections in connection with our impairment analysis for long-lived assets in accordance with applicable accounting guidance. An impairment charge may be required if the impairment analysis indicates that the carrying value of an asset exceeds the sum of the expected undiscounted cash flows of the asset. The projection of future cash flows used in this analysis requires the use of judgment and a number of estimates and projections of future operating results. If actual results differ from Company estimates, additional charges for asset impairments may be required in the future. If impairment charges are significant, our financial results could be negatively affected. | 19 | | | | | **Item 1B. Unresolved Staff Comments** Not required. **Item 1C. Cybersecurity** ** *Risk Management and Strategy* We have processes in place for assessing, identifying, and managing material risks from cybersecurity threats, including potential unauthorized occurrences on or through both, our physical systems and electronic information systems, that could adversely affect the confidentiality, integrity, or availability of our information systems or the information residing on those systems. These include a wide variety of mechanisms, controls, technologies, methods, systems, and other processes that are designed to prevent, detect, or mitigate data loss, theft, misuse, unauthorized access, or other security incidents or vulnerabilities affecting the data. The data include confidential, proprietary, and business and personal information that we collect, process and store as part of our business, including on behalf of third parties. Additionally, we use processes to oversee and identify material risks from cybersecurity threats associated with our use of third-party technology and systems, including technology and systems we use for encryption and authentication; employee email; content delivery to customers; back-office support; and other functions. As part of our risk management process, we conduct application security assessments, vulnerability management, and ongoing risk assessments. We also maintain a variety of incident response plans that are utilized when incidents are detected. We are implementing a plan to require employees with access to information systems, including all corporate employees, to undertake data protection and cybersecurity training and compliance programs at least annually. *Governance* We have a unified and centrally-coordinated team, led by our Chief Operating Officer, that is responsible for implementing and maintaining centralized cybersecurity and data protection practices at the Company in close coordination with senior leadership and other teams across the Company. In addition, we also engage assessors, consultants, auditors, or other third parties to assist with assessing, identifying and managing cybersecurity risks. Our cybersecurity risks and associated mitigations are evaluated by senior leadership, including as part of our risk assessments that are reviewed by the board of directors. The board of directors oversees our policies and procedures for protecting our cybersecurity infrastructure and for compliance with applicable data protection and security regulations and related risks. They also oversee the response to any significant cybersecurity incidents. Our Chief Operating Officer who has extensive cybersecurity knowledge and skills, heads the team responsible for implementing and maintaining cybersecurity and data protection practices at the Company and reports directly to the Chief Executive Officer. For additional information regarding risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect our Company, including our business strategy, results of operations, or financial condition, please refer to Item 1A, Risk Factors, in this Annual Report on Form 10-K. | 20 | | | | | **Item 2. Properties** The Company is engaged in the operation of a recycling plant to recycle end-of-life lithium-ion batteries and in the exploration of its lithium-bearing claystone unpatented mining claims. To do so, the Company owns or holds long-term leases on multiple properties, all located within the United States, along with leases on laboratory facilities that support our research and development functions. In addition, the Company holds rights to certain assets, which facilitate the effective use of our properties. We believe that all of our properties and facilities are well maintained, effectively used, and are adequate to operate our business. Information regarding significant properties operated by us is outlined below. **Corporate Headquarters** The Company currently leases executive offices located at 100 Washington Street, Suite 100 in Reno, Nevada, USA. The office space consists of approximately 5,831 square feet and the lease expires November 30, 2027. **Recycling Operations** *McCarran, Nevada* The Company closed on the purchase of the recycling facility in August 2023. This facility is in the Tahoe-Reno Industrial Center, located at 2500 Peru Drive, McCarran, Nevada, and was previously utilized for the recycling of lead-acid batteries, and was already equipped with much of the infrastructure and utility equipment necessary to implement the Companys recycling processes, including the electrical distribution, HVAC, compressed air, water treatment, material handling, analytical quality control, and operational control rooms. The facility houses the Companys first-of-kind integrated battery recycling system which utilizes a strategic de-manufacturing and targeted chemical extraction train in order to recover battery materials with high yields, low cost, and with a low environmental footprint. These processes are fundamentally different than conventional methods of battery recycling, which utilize high temperature furnaces, such as smelting, or non-strategic shredding or grinding systems. The Companys system results in battery metals separation, recovery and purification of high-value, battery-grade products with less environmental impact and greater potential cost efficiencies than conventional methods. As the Company ramps up operations of its integrated recycling processes, the facility will be commissioned in phases. In the first phase, which was commissioned in the fourth quarter of fiscal 2024, battery materials are recycled into products including copper, aluminum, steel, a lithium intermediate, and a black mass intermediate material. In the second phase, this lithium intermediate will be further refined into a battery grade lithium hydroxide product, and the black mass intermediate material will be further refined into battery grade nickel, cobalt, manganese, and lithium hydroxide products. *Fernley, Nevada* ** On August 14, 2020, the Company purchased approximately 12.44 acres of undeveloped industrial land in Fernley, Nevada in a Qualified Opportunity Zone (QOZ). The Company began construction of a recycling facility before prioritizing the new location in McCarran, Nevada. During the quarter ended June 30, 2024, Management and the Board of Directors approved a plan to sell the Fernley facility, and the Company has classified the facility and land as held for sale. See Note 7 of the consolidated financial statements for further details. ** *Feedstock Storage Fernley, Nevada* On July 23, 2021, the Company purchased 11.55 acres of industrial-zoned land in Fernley, Nevada. The Company intended to construct a supplemental storage facility for recycled battery feedstock on this site. The City of Fernley has approved the City Use Permit for the site. During the quarter ended June 30, 2024, Management and the Board of Directors approved a plan to sell the land, and the Company classified the land as held for sale. As of June 30, 2025, the land was no longer actively marketed for sale and was therefore reclassified back to property, plant, and equipment. See Note 7 of the consolidated financial statements for further details. *Land for Supplemental Storage McCarran, Nevada* On June 28, 2021, the Company purchased approximately 13.87 acres of industrial-zoned land in McCarran, Nevada. The Company intends to construct a supplemental storage facility to store feedstock on this site. | 21 | | | | | *Water Rights (held for sale)* To date, the Company has purchased water rights in the City of Fernley, Nevada for $3.8 million. The Company allocated approximately $0.1 million of water rights to the Companys Fernley plant, which is now classified as held-for-sale. During the quarter ended March 31, 2025, Management and the Board of Directors approved a plan to sell the water rights, and the Company has classified them as held for sale. See Note 7 of the consolidated financial statements for further details. **Laboratory Facilities** To support the development of both its lithium-ion battery recycling and battery metal extraction technologies, the Company operates out of two laboratory facilities: The Center for Applied Research at the University of Nevada, Reno in Reno, Nevada and Greentown Labs in Somerville, Massachusetts. The Company has developed long-standing partnerships with the operators of these facilities, and all leases are in good standing. *Nevada Center for Applied Research - Reno, Nevada* The Company leases laboratory and office space from the University of Nevada, Reno. As of June 30, 2025, the Company occupies 4,893 square feet. All laboratories and offices are housed within the Nevada Center for Applied Research (NCAR). The laboratory space is used to advance the Companys in-house, first-of-kind developed battery metals extraction technologies for both the recycling of spent batteries and for the manufacturing of primary battery metals from domestic-based resources. *Greentown Labs - Somerville, Massachusetts* The Company is a member of and occupies space in Greentown Labs, which is the largest clean technology incubator in North America. The Company has access to both desk and lab space at the facility. The Company was afforded this opportunity by winning the Greentown Labs Circularity Challenge, an accelerator program for start-ups developed in partnership with BASF, one of the worlds leading chemical companies. **Tonopah Flats Lithium Project (TFLP)** The Company currently holds the rights to 517 Unpatented Lode Claims near Tonopah, Nevada. In addition, the Company maintains an office to oversee these claims and the associated activity in Tonopah, Nevada. On September 1, 2021, the Company signed an exploration agreement with 1317038 Nevada Ltd., which gave the Company exclusive access to explore 305 Unpatented Lode Claims in the Tonopah Mining District (Tonopah Flats) in Nye and Esmeralda Counties, Nevada. The agreement gave the Company the right to explore the claims for critical battery materials. The agreement also gave the Company the option to purchase the Claims upon expiration of the exploration agreement. The Company completed its preliminary surface sampling of the property in February 2022 and proceeded with an exploration drilling program. In July 2022, the Company exercised the option to acquire the rights to those claims. In addition to signing the exploration agreement mentioned above, the Company also staked additional claims in the region surrounding the claims included in the agreement. In total, the Company holds approximately 10,680 acres in the region that it intends to explore for economic lithium deposits. The Company began surface sampling of these claims in the summer of 2021, and subsequently performed additional subsurface drilling programs at depths of up to 1,430 feet totaling over 12,000 feet of exploration covering approximately 65% of its claims. The results of these initial successful exploration programs led to the development and publication in February 2023 of a third-party Qualified Person (QP) audited Inferred Resource Report in compliance with Item 1300 of Regulation S-K (SK-1300) promulgated by the SEC. Based on the results, the Company disclosed its intention to continue the exploration of the deposit. | 22 | | | | | On July 22, 2023, the Company began a third exploration program to advance its Tonopah Flats Lithium Project. This drill program includes core infill and step out drilling to support the evolution of its domestic resource with the goal of upgrading to a measured and indicated resource classification. The Company selected and engaged KB Drilling for the collection of infill and step out samples for this latest drill program, which consists of sample collections from 8 additional drill holes and includes 6,500 feet of total drilling. On April 24, 2024, the Company announced the completion of the Amended Resource Estimate and Initial Assessment with Project Economics for the Tonopah Flats Lithium Project, Esmeralda and Nye Counties, Nevada, USA (Amended IA) and the publication of the S-K 1300 Technical Report Summary (TRS) disclosing mineral resources, including an initial economic assessment, for the Tonopah Flats Lithium Project. The TRS was completed by RESPEC Company LLC (RESPEC), a qualified person, in compliance with SK-1300 and with an effective date of April 5, 2024. **ABTC 2025 Exploration and Geotechnical Drilling** **** The 2025 drill program was initiated to further inform the Mine Plan of Operations and provide geotechnical data for pit slope stability and waste rock storage facilities. Drillholes TF25-GT1 through TF25-GT8 were drilled by True North Drilling (True North) of San Tan Valley, Arizona between January 2025 and February 2025. Total footage for this program was 2,056.5 meters in eight holes. Additionally, shallow sonic drilling was done on six sites to provide geotechnical data on the alluvial gravels. A map of the sonic drillholes is shown below. ***** | 23 | | | | | **** The holes were advanced utilizing a Torque Drill TD9000D track-mounted rig by conventional wireline core drilling methods using 3 m, HQ diameter equipment. Water was injected continuously during drilling. Each drillhole collar location was recorded with a survey grade GPS RTK unit accurate to 1 cm. Holes were drilled at angles ranging from 80 to -60 degrees and ranged from 233 to 300 m in depth. Various downhole surveys were collected during this program. A map of the eight drillholes is shown below. **** True North recovered core on 3 meter runs unless broken ground or difficult drilling conditions made shorter runs necessary. The drillers stored all recovered core in wax-coated core boxes. The drillers recorded drill-run lengths and recoveries on wooden blocks placed between runs in the core boxes. Redrilled or reamed core was identified by the drillers and that information relayed to the onsite geologists. Core boxes were transported daily by the drillers or ABTC staff to the secure core logging facility in Tonopah. ABTC geologists logged the core, recording core recovery, rock quality designation, lithology, rock alteration, veining, and geological structures. The core was also logged by Barr Engineering Co. engineers for geotechnical analysis and select samples taken for laboratory analysis, and after logging but before splitting, geologists or technicians sprayed the whole core with water and photographed it. ABTC geologists or technicians saw-split the drill core at a workstation at the core logging facility. One half-core was retained for reference. The other half-core was bagged and labeled for analysis and was prepared for transport to the laboratory. | 24 | | | | | **ABTC 2025 Drilling Program** **** | Phase of Drilling | | Core Holes | | Sonic Holes | | Meters | | | January 19 February 16, 2025 | | 8 | | | | 2,056.5 | | | April 30 May 3, 2025 | | | | 6 | | 86.6 | | The results of the drilling will be incorporated into the Companys upcoming SK-1300 compliant preliminary feasibility study (PFS) expected within first quarter of fiscal year 2026. Geology, Infrastructure, and Permitting* **Property Area and Claim Type** The area where Tonopah Flats Lithium Project is located is known for its unique sedimentary claystone resources. The Tonopah Flats property consists of 517 unpatented Federal lode mining claims covering approximately 10,680 acres and is centered at 38.1099 North Latitude and 117.3479 West Longitude. The Company owns 100% of the claims comprising the Tonopah Flats property. Ownership of the unpatented mining lode claims is in the name of the holder (locator), subject to the paramount title of the United States of America. Under the Mining Law of 1872, the locator has the right to explore, develop, and mine minerals on unpatented mining lode claims without payments of production royalties to the U.S. government. The 517 unpatented lode claims include rights to all locatable subsurface minerals. The project is located approximately seven miles northwest of Tonopah in Esmeralda and Nye Counties, Nevada and is intersected by Highway 6. The project has other necessary infrastructure nearby including access to power, additional road access, and water. In addition, there is an available workforce in Tonopah and the surrounding area. The Company has been conducting geological mapping, sampling, geochemical analysis, and proprietary extraction trials to characterize these resources and to quantify the performance of the lithium extraction and manufacturing operations. **Mineral Resource Estimate** **** The mineral resources for Tonopah Flats described and tabulated in our Amended IA report (full copy provided here: https://americanbatterytechnology.com/projects/tonopah-flats) are classified as Measured, Indicated, and Inferred in accordance with the SK-1300 and were estimated to reflect potential open-pit extraction. These resources were constrained with an optimization and cutoff grade satisfactory to meet the requirement of reasonable prospects for economic extraction. The pit shells created using these optimization parameters were further constrained to limit the project resources to a grade of 300ppm within claystone only, which was done as a conservative measure to avoid extremely low cutoff grades despite economics. It should be noted that without the grade constraint, the resulting pit shell using these parameters would be larger than has been used for the resources reported herein. | 25 | | | | | **Tonopah Flats Summary of Lithium Mineral** **Resources at the End of the** **Fiscal Year Ended June 30, 2025 Based on Price** **** | Classification | | Total | | | Amount kTons LI | | | LHM | | | Grades/ qualities | | Cut-off grades | | Metallurgical recovery | | | Measured mineral resources | | | 721,000 | | | | 510 | | | | 3,060 | | | 702 ppm Li | | 300 ppm Li | | 65.7% for Li | | | Indicated mineral resources | | | 2,439,000 | | | | 1,380 | | | | 8,340 | | | 565 ppm Li | | 300 ppm Li | | 65.7% for Li | | | Measured and Indicated mineral resources | | | 3,160,000 | | | | 1,890 | | | | 11,400 | | | 596 ppm Li | | 300 ppm Li | | 65.7% for Li | | | Inferred mineral resources | | | 2,931,000 | | | | 1,610 | | | | 9,750 | | | 550 ppm Li | | 300 ppm Li | | 65.7% for Li | | a) The estimate of mineral resources was performed by RESPEC. b) Tonopah Flats resources are classified as Measured, Indicated, and Inferred. c) Mineral resources comprised all model blocks at a 300ppm ton Li cutoff that lie within an optimized pit. d) The estimated mineral resources include data from the 29 sampled holes. e) Lithium Hydroxide Monohydrate (LHM) tons were calculated using a factor of 6.0459 relative to Li. f) Mineral resources that are not mineral reserves do not have demonstrated economic viability. Reported information assumes lithium hydroxide monohydrate price of $40,000/ton, metallurgical recoveries of 65.7% for Li, mining costs of $2.45/ton mined, processing costs of $11.62/ton processed, minimum grade of 300 ppm lithium within claystone, and general and administrative costs of $0.38/ton processed, and a 33,000-ton per day processing rate. g) The effective date of the estimate is December 21, 2023. h) Rounding may result in apparent discrepancies between tons, grade, and contained metal content. Price trends throughout 2022 and early 2023 reflected an average market price that was much higher than averages over previous years. The second half of 2023 and early 2024 saw the stabilization of market prices. There is some risk that a significant commodity price drop would change the economic inputs to the pit constraints used to report this resource. As a result, a conservative cutoff concentration of 300 ppm Li within the optimized pit is used in this analysis. It should be noted that without this grade constraint, the resulting pit shell using these parameters would be larger than has been used for the resources reported herein. **Capital and Operating Costs** Mining capital and operating costs were estimated by RESPEC. Process capital and process operating costs were estimated by the Company and Woods Process Services, LLC. The project capital estimate includes a total of $785.4 million in initial (years 1 through 3) capital, and $258.8 million in sustaining capital throughout the mine life, based on an owner mining fleet of equipment. This totals $1.04 billion for the 50-year mine life. Capital and operating costs have an accuracy of plus or minus 50%. Net operating costs are estimated to be $15.45/ton processed or $5,720 per ton of LHM. The life of mine operating cost summary is presented in the table below. | Overview of Mine Operating Costs | | | | | K USD LOM Cost | | | $/ton Processed | | | $/ton LHM | | | | Mining Cost | | $ | 1,996,257 | | | $ | 3 | | | $ | 1,238 | | | | Process Cost | | $ | 6,937,244 | | | $ | 12 | | | $ | 4,302 | | | | Site G&A Cost | | $ | 190,039 | | | $ | 0 | | | $ | 118 | | | | Reclamation | | $ | 100,000 | | | $ | 0 | | | $ | 62 | | | | Net Operating Cost | | $ | 9,223,540 | | | $ | 15 | | | $ | 5,720 | | | | 26 | | | | | **Initial Economic Assessment (IA)** RESPEC completed an IA by creating a cash-flow model based on the production schedule and resulting revenue stream in accordance with the costs presented. Only measured and indicated mineral resources were used to create the revenue stream and inferred resources were assumed to be waste. The IA limits the project to a mine life of 50 years for approximately 597 million tons with an average of 4,111 ppm LHM grade processed and a recovery of 65.7%. With $785.4 million in initial capital costs, processing costs of $4,302/ton of LHM, overall operating costs of $5,720/ton of LHM produced, and average annual production of 33,000 tons of LHM, RESPEC estimates a $10.05 billion after-tax net present value (NPV) at a 5% discount rate. At a discount rate of 10%, the after-tax net NPV is $4.67 billion. The project has a 69.8% Internal Rate of Return (IRR) and 2.3-year payback of initial capital. The IA is preliminary in nature and includes only measured and indicated material. There is no certainty that the conclusions reached in the IA will be realized. Mineral resources that are not categorized as reserves do not have demonstrated economic viability. **Mineral Rights and Annual Property Holding Costs** **** Ownership of the unpatented mining lode claims is in the name of the holder (locator), subject to the paramount title of the United States of America, under the administration of the U.S. Bureau of Land Management (BLM). Under the Mining Law of 1872, which governs the location of unpatented mining lode claims on federal lands, the locator has the right to explore, develop, and mine minerals on unpatented mining lode claims without payments of production royalties to the U.S. government, and subject to the surface management regulation of the BLM. The 517 unpatented lode claims include rights to all locatable subsurface minerals. Currently, annual claim-maintenance fees of $200 per claim are the only Federal payments related to unpatented mining lode claims. The annual property holding costs, including claim fees and county recording fees total $109,604 which include Annual Federal Claim Fees of $103,400 and Annual County Recording Fees for Notice of Intent to Hold of $6,204. Surface rights sufficient to explore, develop, and mine on the unpatented mining lode claims are inherent to the claims as long as the claims are maintained in good standing. The surface rights are subject to all applicable state and federal environmental regulations. **Significant Encumbrances and Permitting** The Tonopah Flats property is owned 100% by the Company with no significant encumbrances or agreements such as leases, options, or purchase payments known and there are no royalties associated with the property. Tonopah Flats is an exploration stage property and is currently operated as a mid-stage project with studies advancing for mineral resources, metallurgy and processing, engineering and economics, and environmental permitting. Key BLM permits and bonding for these activities are in place and include: | | | BLM Notice of Operations NVN-100850 | | | | | The reclamation bonds associated with the above activities are: | | | | | Exploration Bond #4969389 current obligation - $59,646 | | The BLM Nevada State Office currently holds BLM cash bond number 4969389 with the Company as principal, in the amount of $59,646. The bond provides surface reclamation coverage for operations conducted by the Company at the Tonopah Flats property. The total projected surface disturbance for the exploration permits as of June 30, 2025 is approximately 4.98 acres. The Company is currently in compliance with all issued permits. **Internal Controls** We have internal controls for reviewing and documenting the information supporting the exploration, describing the methods used, and ensuring the validity of the results. These internal control processes were not materially impacted by the adoption of S-K 1300. Information that is utilized to conduct exploration is prepared and certified by appropriate QPs and is subject to our internal review process, which includes review by a QP. The QP and management agree on the reasonableness of the criteria for the purposes of the exploration. Calculations using these criteria are reviewed and validated by the QP. We recognize the risks inherent in exploration, such as the geological complexity, interpretation and extrapolation of data, changes in operating approach, macroeconomic conditions and new data, among others. Overestimated resources resulting from these risks could have a material effect on future profitability. **Item 3. Legal Proceedings** We may be involved in certain routine legal proceedings from time to time before various courts and governmental agencies. We regularly review legal proceedings and record provisions for claims considered probable of loss and when such loss is reasonably estimable. The resolution of these pending routine proceedings is not expected to have a material effect on our operations or consolidated financial statements; however, we cannot predict the final disposition of such proceedings. To the extent that previously disclosed, pending proceedings are no longer described herein, such pending proceedings are no longer regarded as material. **Item 4. Mine Safety Disclosures** Our company is engaged in exploration activities that currently do not require a Mine Safety and Health Administration ID. We employ Best Management Practices in regard to our employee and contractors safety | 27 | | | | | **PART II** **Item 5. Market for Common Equity and Related Stockholder Matters** **Market Information** Our common stock is listed on The Nasdaq Capital Market under the trading symbol ABAT. **Holders** As of September 15, 2025, we had approximately 124 shareholders of record, including our directors and officers. **Dividends** We have never declared or paid any cash dividends on our common stock. We currently intend to retain all available funds and any future earnings to support our operations and finance the growth and development of our business. We do not intend to pay cash dividends on our common stock for the foreseeable future. Any future determination related to the Companys dividend policy will be made at the discretion of our Board of Directors. **ITEM 6. Reserved.** **ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.** **Forward-Looking Statements** *You should read the following discussion of our financial condition and results of operations in conjunction with the consolidated financial statements and the notes thereto included elsewhere in this Form 10-K. The information in this discussion contains forward-looking statements and information within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements include, but are not limited to, statements concerning our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management. The words anticipates, believes, estimates, expects, intends, may, plans, projects, will, would and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in our filings with the SEC. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements except as required by applicable securities laws.* | 28 | | | | | **Overview** American Battery Technology Company (the Company) is a growth-stage company in the lithiumion battery industry that is working to increase the domestic U.S. production of battery materials, such as lithium, nickel, cobalt, and manganese through its exploration of new domestic-United States primary resources of battery metals, development and commercialization of new technologies for the extraction of these battery metals from primary resources, and commercialization of an internally developed integrated process for the recycling of lithiumion batteries. Through this threepronged approach the Company is working to both increase the domestic production of these battery materials, and to ensure spent batteries have their elemental battery metals returned to the domestic manufacturing supply chain in an economical, environmentally-conscious, closedloop fashion. To implement this business strategy, the Company has constructed its first integrated lithiumion battery recycling facility, which takes in waste and endoflife battery materials from the electric vehicle, stationary storage, and consumer electronics industries. The Companys revenue increased from $0.3 million in fiscal 2024 to $4.3 million in fiscal 2025. The ramp-up and operation of this facility remain a top priority, and the Company has significantly expanded resources to support its execution. These efforts included hiring additional technical staff, expanding laboratory facilities, and purchasing equipment. As a result, the Company generated its first revenue in the fourth quarter of fiscal 2024 and achieved continued growth in production volumes and revenues throughout fiscal 2025. The Company has been awarded a competitively bid grant from the U.S. Advanced Battery Consortium to support a $2 million project to accelerate the development and demonstration of the technologies within this integrated lithiumion battery recycling facility. The Company has also been awarded an additional grant from the U.S. Department of Energy (DOE) to support a $20 million project under the Bipartisan Infrastructure Law to validate, test, and deploy three next-generation disruptive advanced separation and processing recycling technologies. Additionally, the Company is accelerating the demonstration and commercialization of its internally developed lowcost and lowenvironmental impact processing train for the manufacturing of battery grade lithium hydroxide from Nevadabased sedimentary claystone resources. The Company has been awarded a grant cooperative agreement from the DOEs Advanced Manufacturing and Materials Technologies Office through the Critical Materials Innovation program to support a $4.5 million project for the construction and operation of a multiton per day integrated continuous demonstration system to support the scaleup and commercialization of these technologies. The Company has also been awarded an additional grant award under the Bipartisan Infrastructure Law to support a $115 million project to design, construct, and commission a first-of-kind commercial-scale refinery to produce 30,000 MT of battery-grade lithium hydroxide per year from this resource. The Company has completed the construction and commissioning of its lithium hydroxide (LiOH) pilot plant, marking a significant milestone in the commercialization of its internally-developed processes to access an unrealized domestic primary lithium resource. The construction and commissioning of this pilot plant enables the Company to demonstrate its technologies for accessing the lithium housed in its unconventional resource, Tonopah Flats Lithium Project (TFLP), in an integrated and continuous system, and to generate large amounts of battery grade lithium hydroxide for delivery to customers for qualifications and evaluation. The TFLP is one of the largest identified lithium resources in the United States, and while initial pit designs and economic analyses in previous assessments evaluated the full resource, an updated Initial Assessment utilizes a commercialization pathway with a more rigorous mine plan that contemplates utilization of only Measured and Indicated Mineral Resources, and excludes Inferred Mineral Resources, to supply the planned commercial-scale lithium hydroxide monohydrate (LHM) refinery. This commercialization pathway allows for an engineered phased development, with improved access to the higher quality portions of the resource, and improved project economics. On March 28, 2024, the Company was selected for an approximately $19.5 million tax credit through the Qualifying Advanced Energy Project Credits program (the 48C program). This tax credit was granted by the U.S. Department of Treasury Internal Revenue Service following a highly competitive technical and economic review process performed by the DOE, which evaluated the feasibility of applicant facilities to advance Americas buildout of globally competitive critical material recycling, processing, and refining infrastructure. This $19.5 million tax credit can be utilized both for the reimbursement of capital expenditures spent to date, and also for equipment and infrastructure for additional value-add operations at the Companys battery recycling facility in the Tahoe-Reno Industrial Center (TRIC) near Reno, Nevada. As of June 30, 2025, the Company has incurred qualifying expenditures for this tax credit but will not recognize any amounts until it has reasonable assurance of compliance with the relevant standards. | 29 | | | | | Also on March 28, 2024, the Company has been selected for an additional $40.5 million tax credit through the 48C program to support the design and construction of a new, next-generation, commercial battery recycling facility to be located in the United States. As with the Companys initial $19.5 million tax credit under the 48C program supporting the construction and buildout of its battery recycling facility in Nevada, this additional award was granted by the U.S. Department of Treasury Internal Revenue Service following a highly competitive technical and economic review process performed by the DOE, which evaluated the feasibility of applicant facilities to advance Americas buildout of globally competitive critical material recycling, processing, and refining infrastructure. As of June 30, 2025, the Company has not incurred any qualifying expenditures towards this tax credit. **Fiscal Fourth Quarter 2025 Financial Highlights****:** | | | Revenue increased to $2.8 million in fourth quarter fiscal year 2025, compared to $1.0 million in third quarter fiscal year 2025, nearly tripling and reflecting a significant ramp-up of battery recycling facility operations. | | | | | Total cost of goods sold was $5.3 million for fiscal fourth quarter fiscal year 2025, compared to $3.7 million in third quarter fiscal year 2025. The fiscal fourth quarter fiscal year 2025 cost of goods sold included non-cash items of depreciation of $1.0 million and stock-based compensation of $0.2 million. Excluding these non-cash items, fiscal fourth quarter fiscal year 2025 cash cost of goods sold (a non-GAAP measure) was $3.9 million. | | *A reconciliation of fiscal fourth quarter 2025 GAAP to non-GAAP cost of goods sold* | Description | | Amount ($M) | | | | GAAP Cost of Goods Sold | | | 5.1 | | | | Less: Depreciation Expense | | | (1.0 | ) | | | Less: Stock-Based Compensation | | | (0.2 | ) | | | Non-GAAP Cash Cost of Goods Sold | | | 3.9 | | | | | | Government grant reimbursement was $1.4 million for fourth quarter fiscal year 2025, compared to $2.3 million in third quarter fiscal year 2025. Out of the $1.4 million in grant funding for fourth quarter fiscal year 2025, nil was recorded as an offset to fixed assets, as reimbursements related to equipment purchases, and $1.4 million was recorded as an offset to research and development costs within the consolidated statement of operations. | | | | | ABTC conducted additional drill programs at its Tonopah Flats Lithium Project in order to further expand and define the deposit, collect data for detailed design of the mining pit shell, and continue to advance the development of the lithium mining and refining project. | | | | | ABTC continued to scale and operate its multi-tonne per day integrated pilot facility to demonstrate the performance of its internally-developed technologies for the manufacturing of battery grade lithium hydroxide from its Tonopah Flats claystone material. | | | | | On April 23, 2025, ABTC received a Letter of Interest from the US Export-Import Bank for up to $900 million in low-interest debt financing to support the construction of the Tonopah Flats Lithium Project. | | **Fiscal Year 2025 Financial Highlights:** | | | Revenue increased to $4.3 million in fiscal year 2025, up from $0.3 million in fiscal year 2024, reflecting the ramp-up of facility operations and higher production volumes. | | | | | Total cost of goods sold was $14.9 million for the fiscal year ended June 30, 2025, compared to $3.3 million in fiscal year ended 2024. The fiscal year ended 2025 cost of goods sold included non-cash items of depreciation of $3.6 million and stock-based compensation of $0.8 million. Excluding these non-cash items, fiscal year ended 2025 cash cost of goods sold (a non-GAAP measure) was $10.5 million. | | *A reconciliation of fiscal year ended 2025 GAAP to non-GAAP cost of goods sold* | Description | | Amount ($M) | | | | GAAP Cost of Goods Sold | | | 14.9 | | | | Less: Depreciation Expense | | | (3.6 | ) | | | Less: Stock-Based Compensation | | | (0.8 | ) | | | Non-GAAP Cash Cost of Goods Sold | | | 10.5 | | | | | | The Company was selected for, and successfully contracted, a grant from the US DOE for $150 million to support the construction of an additional battery recycling facility. | | | | | The Company successfully completed all contractual requirements of its $2.3 million grant from the US DOE, including the construction and operation of its multi-tonne per day integrated pilot facility for the demonstration of its internally-developed technologies for the manufacturing of battery grade lithium from its Nevada-based claystone resource. | | | | | The Company and its partners successfully completed all contractual requirements of its $0.5 million grant award from the US Advanced Battery Consortium, which is comprised of the US DOE, General Motors, Ford Motor Company, and Stellantis NV, including the recycling of commercial quantities of batteries, the purification and manufacturing of battery grade precursors, the manufacturing of high energy density cathode active material, and the manufacturing and testing of approximately 100 automotive scale multi-layer pouch cell batteries. | | | | | Government grant reimbursement was $5.7 million for the fiscal year ended June 30, 2025, compared to $3.3 million during the same period of the prior year. Out of the $5.7 million in grant funding for the fiscal year ended June 30, 2025, $0.6 million was recorded as an offset to fixed assets, as reimbursements related to equipment purchases, and $5.1 million was recorded as an offset to research and development costs within the consolidated statement of operations. | | | | | As of June 30, 2025, the Company had total cash on hand of $12.5 million of which $7.5 million was available and $5.0 million was restricted. Subsequent to year-end, on July 29, 2025, the restrictions were lifted, and the funds became available for general use. As the restriction was still in place as of the balance sheet date, the cash remains classified as restricted. | | | | | The Company was able to leverage its June 27, 2025 inclusion in the Russell 2000 index to raise capital, along with receiving proceeds from warrant exercises, and benefiting from convertible note conversions and the release of restricted cash subsequent to June 30, 2025. As a result, following the fiscal year ended, the Companys net cash position has improved to $25.4 million as of September 15, 2025. | | **Components of Statements of Operations** The following table sets forth the Companys operating results for the periods indicated: | | | Fiscal Year Ended June 30, 2025 | | | Fiscal Year Ended June 30, 2024 | | | $ Change | | | % Change | | | | Revenue | | $ | 4,290,224 | | | $ | 343,500 | | | $ | 3,946,724 | | | | 1,149 | % | | | Cost of goods sold | | | 14,864,633 | | | | 3,304,707 | | | | 11,559,926 | | | | 350 | | | | Gross loss | | | (10,574,409 | ) | | | (2,961,207 | ) | | | (7,613,202 | ) | | | 257 | | | | Operating expense | | | | | | | | | | | | | | | | | | | General and administrative | | | 21,151,445 | | | | 16,106,807 | | | | 5,044,638 | | | | 31 | | | | Research and development | | | 8,470,161 | | | | 14,325,681 | | | | (5,855,520 | ) | | | (41 | ) | | | Exploration | | | 1,827,314 | | | | 4,121,941 | | | | (2,294,627 | ) | | | (56 | ) | | | Impairment charge on held-for sale assets | | | - | | | | 10,254,037 | | | | (10,254,037 | ) | | | (100 | ) | | | Total operating expenses | | | 31,448,920 | | | | 44,808,466 | | | | (13,359,546 | ) | | | (30 | ) | | | Other income (expense) | | | (4.739.296 | ) | | | (4,732,151 | ) | | | (7,145 | ) | | | (0 | ) | | | Net loss | | | (46,762,625 | ) | | | (52,501,824 | ) | | | 5,739,199 | | | | (11 | ) | | *Revenue* ** During the fiscal years ended June 30, 2025 and 2024, our net sales were $4.3 million and $0.3 million, respectively. These sales are related to our black mass and metal byproducts resulting from recycling operations. ** *Cost of Goods Sold* ** Cost of goods sold during the fiscal years ended June 30, 2025 and 2024 were $14.9 million and $3.3 million, respectively, well above the value of the related revenue. The increase in cost of sales was primarily driven by higher headcount as the plant was commissioned and employees were hired to support expanded production capacity. In addition, cost of goods sold reflects depreciation expense associated with the recycling facility fixed assets, which commenced upon the facilitys in-service date. Costs also increased as the production process was finalized and stabilized during the period. We expect these costs to be reduced as a percentage of revenue as we scale our production and gain efficiencies in the process. Management uses certain non-GAAP metrics to evaluate our operating and financial results. We believe the presentation of non-GAAP results is useful to investors for analyzing business trends as well as to view the results from managements perspective. Non-GAAP cost of goods sold excludes certain non-cash charges including depreciation expense and stock-based compensation. Non-GAAP results have limitations as an analytical tool, and you should not consider them in isolation or as a substitute for our results reported under GAAP. | 30 | | | | | *Operating Expenses* During the fiscal year ended June 30, 2025, the Company incurred $31.4 million of operating expenses compared to $44.8 million of operating expenses during the fiscal year ended June 30, 2024. The decrease is primarily due to the items described below: General and administrative expenses consist of personnel, legal, finance, recruiting, business development, public relations, and general facility expenses. For the fiscal year ended June 30, 2025 and 2024, general and administrative expenses were $21.2 million and $16.1 million, respectively. The increase of $5.0 million is related to the following: an increase of $3.0 million in payroll, driven by the changes in employee activity, resulting in additional cost into general and administrative during fiscal year 2025 with a corresponding decrease to research and development cost; a $2.4 million increase in stock-based compensation based on the achievement of executive performance milestones; and property tax expense increased by $0.4 million due to the plant commissioning in fourth quarter of fiscal year 2024. Research and development expenses consist primarily of personnel, laboratory leases, and supplies. Research and development expenses for the fiscal years ended June 30, 2025 and 2024 were $8.5 million and $14.3 million, respectively. The decrease is due to allocation of such costs to inventory and cost of goods sold as part of phase 1 recycling operations being commissioned in the fourth quarter of fiscal year 2024 and fiscal year 2025 seeing an increase in throughput of the plant. In addition, there was a decrease, for fiscal year ended 2025 as compared to the fiscal year ended 2024, due to higher grant reimbursements which are recorded as an offset to research and development expenses of $1.6 million. Exploration costs consist primarily of personnel, drilling, assay, claim fees, office and warehouse costs, travel, and other costs related to exploration of claims in central Nevada. Exploration expenses totaled $1.8 million for the fiscal year ended June 30, 2025, compared to $4.1 million during the prior year. The decrease reflects $1.5 million in lower payroll costs resulting from the transfer of employees from exploration to technical programs (research and development) and to general and administrative. In addition, exploration costs decreased by $0.9 million as the Company completed its drilling program and shifted focus to producing and publishing the PFS. An impairment loss of $10.2 million on assets held-for-sale was recorded in the fiscal year ended June 30, 2024, related to two parcels of land and a building at the Fernley, Nevada location, comprising 12.44 acres and 11.55 acres, that the Company decided to sell. As of June 30, 2024, these assets had a carrying value of $8.4 million. As of June 30, 2025, the 11.55 acres of land was no longer actively marketed for sale and was therefore reclassified back to property, plant, and equipment. As of June 30, 2025, the remaining land and building has a carrying value of $6.0 million, is included within assets held for sale on the consolidated balance sheet, and is subject to further impairment, if required, until the asset is sold. Additionally, as of March 31, 2025, the Company reclassified certain water rights with a carrying value of $3.8 million to assets held for sale in the consolidated balance sheet. *Other (Expense) Income* Other expense was $4.7 million in the fiscal year ended June 30, 2025 versus other expense of $4.7 million in the prior year. The noted changes for the current fiscal year as compared to the prior year are as follows: a change in fair value of the derivative liability of $1.0 million (see Note 13 of the consolidated financial statements for further detail), an increase due to recording a credit loss expense of $1.4 million related to a subscription receivable that was deemed uncollectible, consistent with the Companys policy for expected credit losses, and a decrease in the amortization and accretion of financing costs during the fiscal year ended June 30, 2025 of $0.4 million. **Liquidity and Capital Resources** At June 30, 2025, the Company had cash of $12.5 million (of which $7.5 million was available and $5.0 million was restricted) and total assets of $84.5 million compared to available cash of $7.0 million and total assets of $77.7 million at June 30, 2024. The Company had total current liabilities of $13.7 million at June 30, 2025, compared to $15.8 million at June 30, 2024. The decrease is related to the paydown of outstanding payables with the proceeds from the registered direct offerings and the issuance of the 2024 Notes. As of June 30, 2025 and 2024 the Company had positive working capital of $10.9 million and $2.6 million, respectively. The positive working capital is related to the current classification of held-for-sale assets at June 30, 2025 and 2024 of $9.8 million and $8.4 million, respectively. Absent this classification, we would still maintain a positive working capital of $1.1 million at June 30, 2025 and have a $5.8 million working capital deficiency at June 30, 2024. The working capital deficiency in the prior year is largely attributed to the current classification of the 2024 Notes, as well as acquisitions of property and equipment and cash used in operating activities. | 31 | | | | | *Going Concern* The continuation of the Company as a going concern is dependent upon generating profit from its operations and its ability to obtain debt or equity financing. There is no assurance that the Company will be able to generate sufficient profits, obtain such financings, or obtain them on favorable terms, which could limit its operations. Any such financing activities are subject to market conditions. These uncertainties cause substantial doubt about the Companys ability to continue as a going concern for 12 months from issuance of these financial statements. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These adjustments could be material. On April 3, 2024, the Company entered into an ATM sales agreement with Virtu Americas LLC, pursuant to which the Company may offer and sell, from time to time through the sales agent, shares of the Companys common stock having an aggregate offering price of up to $50,000,000, subject to the terms and conditions of the Sales Agreement (the ATM Program). During the fiscal year ended 2025, the Company sold 14,097,636 common shares for total proceeds of $18.6 million. The going concern assessment excludes the ATM Program, which could provide a source of liquidity. Based on our current operating plan, unless we generate income from the operations of our facilities and receipt of cash from United States government grant awards, or raise additional capital (debt or equity), it is possible that we will be unable to maintain our financial covenants the agreement governing the 2024 Notes (the Note Agreement), which, if such violation is not waived, could result in an event of default, causing an acceleration of the outstanding balance. If we raise additional capital through public or private equity offerings, as opposed to debt issuances, the ownership interests of our existing stockholders may be diluted. **Cash Flows** For the fiscal years ended June 30: | | | 2025 | | | 2024 | | | | Cash Flows used in Operating Activities | | $ | (28,921,158 | ) | | $ | (16,736,231 | ) | | | Cash Flows used in Investing Activities | | $ | (2,548,476 | ) | | $ | (12,969,219 | ) | | | Cash Flows provided by Financing Activities | | $ | 36,942,152 | | | $ | 34,387,087 | | | | Net Increase in Cash During the Period | | $ | 5,472,518 | | | $ | 4,681,637 | | | *Cash from Operating Activities* During the fiscal year ended June 30, 2025, the Company used $28.9 million of cash for operating activities, compared to $16.7 million used during the fiscal year ended June 30, 2024. In both periods, the cash used has supported an increased scale of operations including increased employee headcount and personnel costs, increased production, and increased administrative costs. *Cash from Investing Activities* During the fiscal year ended June 30, 2025, the Company used cash in investing activities of $2.5 million for acquisition of property and equipment for its recycling facilities. This is in comparison to cash used in investing activities of $13.0 million for the fiscal year ended June 30, 2024. The decrease is due to the Companys purchasing more equipment in the beginning stages of the recycling plant build-out in the prior year. *Cash from Financing Activities* During the fiscal year ended June 30, 2025, the Company had cash provided by financing activities of $36.9 million, compared to $34.4 million provided during the fiscal year ended June 30, 2024. The Company has relied on equity and debt financing to support its increased operating activities, the ramp up of the recycling plant, development of the lithium claystone pilot plant, and upgrades to the geological classification of its Tonopah Flats claims through additional studies and assessments. The Company had proceeds from equity and debt financings of $45.7 million in the fiscal year ended June 30, 2025, compared to $58.3 million in the prior year. The proceeds are offset by principal paid on the notes payable of $7.5 million and payment of issuance costs on registered direct offerings of $1.1 million in fiscal year ended June 30, 2025. In 2024, principal paid on notes payable was $24.0 million. | 32 | | | | | **Off-Balance Sheet Arrangements** As of June 30, 2025 and 2024, we had no off-balance sheet arrangements. **Working Capital** | | | June 30, 2025 | | | June 30, 2024 | | | | Current Assets | | $ | 29,532,110 | | | $ | 18,406,048 | | | | Restricted Cash | | $ | (5,000,000 | ) | | $ | - | | | | Current Liabilities | | $ | (13,668,605 | ) | | $ | (15,798,298 | ) | | | Working Capital | | $ | 10,863,505 | | | $ | 2,607,750 | | | **Future Financings** The Company will continue to rely on sales of our common shares, debt, or other financing to fund our business operations as needed beyond any revenue generated from internal operations and the government tax credits and grants we have been awarded. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the securities or arrange for debt or other financing to fund planned operating activities, acquisitions and exploration activities. **Critical Accounting Estimates and Judgments** Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors and adjust those estimates and assumptions when facts and circumstances dictate. Actual results could differ materially from those estimates and assumptions. Certain accounting estimates, including those concerning revenue recognition, share-based compensation, impairments of long-lived assets, and assets held-for-sale, are considered to be critical in evaluating and understanding our financial results because they involve inherently uncertain matters and their application requires the most difficult and complex judgments and estimates. These are described below. For further information on our accounting policies, see Note 3 to our consolidated financial statements. *Fair Value Measurements* *Recurring Valuations.* The Companys fair value measurements included the valuation of the derivative liabilities for the bifurcated notes payable freestanding call and conversion options and for the liability-classified equity-linked contracts, both of which are classified as Level 3 of the fair value hierarchy. In making these fair value determinations, we were required to make assumptions that affected the recorded amounts, including volatility, risk free rates, and duration of time. Our estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherently uncertain. As of December 31, 2024, the Company reclassified derivative liabilities and liability-classified equity-linked contracts from long-term liabilities to equity. No derivative instruments were issued during the six months ended June 30, 2025; accordingly, fair value measurement was not required. See Notes 6 and 11 for further discussion. | 33 | | | | | *Revenue Recognition* The Company recognizes revenue upon satisfying its promises to transfer goods or services to customers under the terms of its contracts. Nearly all of these promises, referred to as performance obligations, consist of the transfer of physical goods, including recycled ferrous and nonferrous metals and black mass, to customers. These performance obligations are satisfied at the point in time the Company transfers control of the goods to the customer, which is when title to and risk of loss of the goods transfer to the customer. The timing of transfer of title and risk of loss is dictated by customary or explicitly stated contract terms. The majority of the Companys sales involve transfer of control to the customer, and thus revenue recognition, before delivery to the customers destination; for example, upon release of the goods to the shipper. The Company recognizes revenue based on contractually stated selling prices and quantities shipped, net of sales tax, and adjusted for estimated claims and discounts. Claims are customary in the recycled metal industry and arise from variances in the quantity or quality of delivered products. Revenue adjustments may be required if the settlement of claims exceeds original estimates. For the fiscal year ended June 30, 2025, revenue adjustments related to performance obligations that were satisfied in previous periods were not material. *Long-Lived Assets* The Company evaluates long-lived assets, such as plant and equipment, with finite useful lives and ROU assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset or asset group may not be recoverable. These events and circumstances may include significant decreases in the market price of an asset or asset group, significant changes in the extent or manner in which an asset or asset group is being used by the Company or in its physical condition, a significant change in legal factors or in the business climate, a history or forecast of future operating or cash flow losses, significant disposal activity, a significant decline in the Companys share price, or a significant decline in revenue or adverse changes in the economic environment. The existence of an individual indicator outlined above, or otherwise, is not automatically an indicator that a long-lived asset may not be recoverable. Instead, management exercises judgment and considers the combined effect of all potential indicators and developments present, potentially positive or negative, when determining whether a long-lived asset may not be recoverable. No impairment loss was recognized during the fiscal years ended June 30, 2025 and 2024. ** *Assets Held-for-Sale* The Company evaluates long-lived assets for classification as *held for sale* when management, having the authority to approve the action, commits to a plan to sell the asset. To qualify as held for sale, the asset must be available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of such assets, and the sale must be probable within one year. Management considers whether events and circumstances such as a change in strategic direction and changes in business climate would impact the fair value of long-lived assets. The Company used critical judgements in analyzing certain market data and estimates to calculate the value of the assets held-for-sale. Significant assumptions that form the basis of fair value include market comparison of similar properties, construction cost estimates and using certain dollar per square foot amounts to derive fair value. Our estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherently uncertain. *Stock-Based Compensation* The fair value of share-based payments are valued using the Black-Scholes option pricing model that incorporates market data and involves uncertainty in estimates used by management in the assumptions. Because the Black-Scholes option pricing model requires the inputs of highly subjective assumptions, including the volatility of share prices, changes in subjective input assumptions can materially affect the estimate. **New Accounting Pronouncements** New accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. For further discussion on recent accounting pronouncements, please see Note 3, *Accounting Pronouncements*, to our consolidated financial statements included in this Annual Report on Form 10-K for additional information. **Item 7a. Quantitative and Qualitative Disclosures About Market Risk** Not Applicable. | 34 | | | | | **Item 8. Financial Statements and Supplementary Data.** **AMERICAN BATTERY TECHNOLOGY COMPANY** Consolidated Financial Statements For the fiscal years ended June 30, 2025, and June 30, 2024 | Report of Independent Registered Public Accounting Firm (KPMG LLP, PCAOB ID Number 185) | F-1 | | | Consolidated Balance Sheets | F-2 | | | Consolidated Statements of Operations | F-3 | | | Consolidated Statement of Stockholders Equity | F-4 | | | Consolidated Statements of Cash Flows | F-6 | | | Notes to the Consolidated Financial Statements | F-7 | | | 35 | | | | | **Report of Independent Registered Public Accounting Firm** **** To the Shareholders and Board of Directors American Battery Technology Company: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of American Battery Technology Companyand subsidiaries (the Company) as of June 30, 2025 and 2024, the related consolidated statements of operations, stockholders equity, and cash flows for each of the years in the two year period ended June 30, 2025, and the related notes (collectively, the consolidated financial statements).In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two year period ended June 30, 2025, in conformity with U.S. generally accepted accounting principles. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations, is generating negative cash flows from operating activities, and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Valuation of Held for Sale Assets As discussed in Note 7 to the financial statements, as of June 30, 2025, the Company had a single parcel of land and building at the Fernley, Nevada location (Fernley Disposal Group) with a carrying value of $6.0 million classified as held for sale. The Company assesses the fair value of a disposal group less any costs to sell, each reporting period it remains classified as held for sale and reports any subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the initial carrying value of the disposal group. The fair value of the assets held-for-sale is classified within Level 3 of the fair value hierarchy and was determined based on indicative market listing prices of the assets. As of June 30, 2025, there were no additional impairments on the Fernley Disposal Group. We identified the evaluation of the fair value of the Fernley Disposal Group as a critical audit matter. Subjective auditor judgment was required to evaluate the valuation methodology and certain key assumptions used to develop the fair value less cost to sell as the methodology and key assumptions used may have a significant effect on the Companys fair value measurement. Key assumptions included the improved building value per square foot and excess land per square foot. Additionally, the evaluation of the valuation methodology and key assumptions required specialized knowledge. The following are the primary procedures we performed to address this critical audit matter. We compared managements estimate of fair value for the Fernley Disposal Group to a brokers opinion of value obtained from the Companys broker. We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the methodology and key assumptions used in the determination of the fair value less cost to sell of the Fernley Disposal Group, by: | | evaluating whether the valuation methodology used was appropriate in the context of the Companys financial reporting framework and business environment in which they operate | | | | | | | | | assessing the reasonableness of the assumptions for improved building value per square foot and excess land value per square foot by comparing them with market comparable building and land transactions with similar attributes. | | ** | | | | | ** We have served as the Companys auditor since 2024. Portland, Oregon September 18, 2025 | F-1 | | | | | **AMERICAN BATTERY TECHNOLOGY COMPANY** Consolidated Balance Sheets | | | June 30, 2025 | | | June 30, 2024 | | | | ASSETS | | | | | | | | | | | | | | | | | | | | | | Cash | | $ | 7,474,304 | | | $ | 7,001,786 | | | | Accounts receivable | | | 2,799,603 | | | | 228,499 | | | | Inventory (Note 5) | | | 408,147 | | | | 154,320 | | | | Grants receivable (Note 4) | | | 244,238 | | | | 191,522 | | | | Prepaid expenses and other | | | 2,884,899 | | | | 1,813,050 | | | | Subscription receivable | | | 925,077 | | | | 608,333 | | | | Restricted cash | | | 5,000,000 | | | | | | | | Assets held-for-sale (Note 7) | | | 9,795,842 | | | | 8,408,538 | | | | | | | | | | | | | | | Total current assets | | | 29,532,110 | | | | 18,406,048 | | | | | | | | | | | | | | | Property and equipment, net (Note 6) | | | 45,469,853 | | | | 46,314,966 | | | | Mining properties (Note 8) | | | 8,392,977 | | | | 8,392,977 | | | | Intangible assets (Note 9) | | | 766,694 | | | | 4,519,038 | | | | Right-of-use asset (Note 10) | | | 296,157 | | | | 42,103 | | | | | | | | | | | | | | | Total assets | | $ | 84,457,791 | | | $ | 77,675,132 | | | | | | | | | | | | | | | LIABILITIES & STOCKHOLDERS EQUITY | | | | | | | | | | | | | | | | | | | | | | Current liabilities | | | | | | | | | | | | | | | | | | | | | | Accounts payable and accrued liabilities (Note 11) | | $ | 5,822,987 | | | $ | 9,296,634 | | | | Operating lease liability | | | 115,863 | | | | 54,303 | | | | Notes payable (Note 12) | | | 7,729,755 | | | | 6,447,361 | | | | | | | | | | | | | | | Total current liabilities | | | 13,668,605 | | | | 15,798,298 | | | | | | | | | | | | | | | Equity compensation liability (Note 16) | | | | | | | 409,194 | | | | | | | | | | | | | | | Operating lease liability, long-term | | | 190,163 | | | | | | | | Total liabilities | | | 13,858,768 | | | | 16,207,492 | | | | | | | | | | | | | | | STOCKHOLDERS EQUITY | | | | | | | | | | | | | | | | | | | | | | Series A Preferred Stock Authorized: 33,334 preferred shares, par value of $0.001 per share; Issued and outstanding: nil preferred shares | | | | | | | | | | | | | | | | | | | | | | Series B Preferred Stock Authorized: 133,334 preferred shares, par value of $10.00 per share; Issued and outstanding: nil preferred shares | | | | | | | | | | | | | | | | | | | | | | Series C Preferred Stock Authorized: 66,667 preferred shares, par value of $10.00 per share; Issued and outstanding: nil preferred shares | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Series D Preferred Stock Authorized: 5 preferred shares, par value of $0.001 per share; Issued and outstanding: nil preferred shares | | | | | | | | | | | Preferred stock value | | | | | | | | | | | | | | | | | | | | | | Common Stock Authorized: 250,000,000 common shares, par value of $0.001 per share; Issued and outstanding: 97,398,519 and 64,061,763 common shares as of June 30, 2025 and June 30, 2024, respectively | | | 97,396 | | | | 64,059 | | | | | | | | | | | | | | | Additional paid-in capital | | | 329,667,507 | | | | 275,589,383 | | | | Common stock issuable | | | 925,077 | | | | (857,470 | ) | | | Accumulated deficit | | | (260,090,957 | ) | | | (213,328,332 | ) | | | | | | | | | | | | | | Total stockholders equity | | | 70,599,023 | | | | 61,467,640 | | | | | | | | | | | | | | | Total liabilities and stockholders equity | | $ | 84,457,791 | | | $ | 77,675,132 | | | (The accompanying notes are an integral part of these consolidated financial statements) **** | F-2 | | | | | **** **AMERICAN BATTERY TECHNOLOGY COMPANY** Consolidated Statements of Operations | | | Fiscal year ended June 30, 2025 | | | Fiscal year ended June 30, 2024 | | | | | | | | | | | | | Revenue | | $ | 4,290,224 | | | $ | 343,500 | | | | Cost of goods sold | | | 14,864,633 | | | | 3,304,707 | | | | Gross loss | | | (10,574,409 | ) | | | (2,961,207 | ) | | | | | | | | | | | | | | General and administrative | | | 21,151,445 | | | | 16,106,807 | | | | Research and development | | | 8,470,161 | | | | 14,325,681 | | | | Exploration | | | 1,827,314 | | | | 4,121,941 | | | | Impairment charge on held-for-sale assets | | | - | | | | 10,254,037 | | | | | | | | | | | | | | | Total operating expenses | | | 31,448,920 | | | | 44,808,466 | | | | | | | | | | | | | | | Net loss before other income (expense) | | | (42,023,329 | ) | | | (47,769,673 | ) | | | | | | | | | | | | | | Other income (expense) | | | | | | | | | | | | | | | | | | | | | | Interest expense | | | (19,445 | ) | | | (158,078 | ) | | | Amortization and accretion of financing costs | | | (3,776,177 | ) | | | (4,194,971 | ) | | | Unrealized loss on investment | | | - | | | | (62,497 | ) | | | Change in fair value of derivative liability | | | 705,184 | | | | (338,886 | ) | | | Loss on debt extinguishment | | | (675,648 | ) | | | - | | | | Loss on private placement | | | (567,161 | ) | | | - | | | | Change in fair value of liability-classified financial instruments | | | 875,100 | | | | - | | | | Credit loss on receivable pursuant to share purchase agreement (Tysadco) | | | (1,415,803 | ) | | | - | | | | Other income | | | 134,654 | | | | 22,281 | | | | | | | | | | | | | | | Total other income (expense) | | | (4,739,296 | ) | | | (4,732,151 | ) | | | | | | | | | | | | | | Net loss attributable to common stockholders | | $ | (46,762,625 | ) | | $ | (52,501,824 | ) | | | | | | | | | | | | | | Net loss per share, basic and diluted | | $ | (0.58 | ) | | $ | (1.02 | ) | | | | | | | | | | | | | | Weighted average shares outstanding, basic and diluted | | | 80,316,363 | | | | 51,243,106 | | | (The accompanying notes are an integral part of these consolidated financial statements) **** | F-3 | | | | | **** **** **AMERICAN BATTERY TECHNOLOGY COMPANY** Consolidated Statement of Stockholders Equity | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Issuable | | | Deficit | | | Total | | | | | | Preferred Stock | | | Common Stock | | | Additional Paid-In | | | Common Stock | | | Accumulated | | | | | | | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Issuable | | | Deficit | | | Total | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance, June 30, 2023 | | | | | | $ | | | | | 45,888,131 | | | $ | 45,887 | | | $ | 223,134,798 | | | $ | (1,484,693 | ) | | $ | 160,826,508 | ) | | $ | 60,869,484 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares issued for services | | | | | | $ | | | | | 1,326 | | | $ | 1 | | | $ | 15,172 | | | $ | (15,306 | ) | | | | | | $ | (133 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares issued upon vesting of share-based awards | | | | | | | | | | | 1,291,590 | | | | 1,291 | | | | (1,291 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock-based compensation expense | | | | | | | | | | | | | | | | | | | 14,500,124 | | | | | | | | | | | | 14,500,124 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares issued pursuant to rounding of share reverse split | | | | | | | | | | | 59,164 | | | | 59 | | | | (59 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares reclaimed pursuant to asset acquisition | | | | | | | | | | | (128,206 | ) | | | (128 | ) | | | (1,255,649 | ) | | | 1,500,000 | | | | | | | | 244,223 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares issued pursuant to share purchase statement | | | | | | | | | | | 16,830,997 | | | | 16,831 | | | | 39,158,909 | | | | (857,471 | ) | | | | | | | 38,318,269 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares issued pursuant to warrant exercises costs | | | | | | | | | | | 118,761 | | | | 118 | | | | 37,379 | | | | | | | | | | | | 37,497 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss for the period | | | | | | | | | | | | | | | | | | | | | | | | | | | (52,501,824 | ) | | | (52,501,824 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance, June 30, 2024 | | | | | | | | | | | 64,061,763 | | | $ | 64,059 | | | $ | 275,589,383 | | | $ | (857,470 | ) | | $ | (213,328,332 | ) | | $ | 61,467,640 | | | (The accompanying notes are an integral part of these consolidated financial statements) | F-4 | | | | | **AMERICAN BATTERY TECHNOLOGY COMPANY** Consolidated Statement of Stockholders Equity | | | Preferred Stock | | | Common Stock | | | Additional Paid-In | | | Common Stock | | | Accumulated | | | | | | | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Issuable | | | Deficit | | | Total | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance, June 30, 2024 | | | | | | $ | | | | | 64,061,763 | | | $ | 64,059 | | | $ | 275,589,383 | | | $ | (857,470 | ) | | $ | (213,328,332 | ) | | $ | 61,467,640 | | | | Balance | | | | | | $ | | | | | 64,061,763 | | | $ | 64,059 | | | $ | 275,589,383 | | | $ | (857,470 | ) | | $ | (213,328,332 | ) | | $ | 61,467,640 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares issued upon vesting of share-based awards | | | | | | | | | | | 3,407,702 | | | | 3,408 | | | | (3,408 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares issued under the Employee Stock Purchase Plan | | | | | | | | | | | 389,349 | | | | 390 | | | | 366,720 | | | | | | | | | | | | 367,110 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock-based compensation expense | | | | | | | | | | | | | | | | | | | 13,903,438 | | | | | | | | | | | | 13,903,438 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Reclassification of equity-classified awards from equity compensation liability | | | | | | | | | | | | | | | | | | | 467,191 | | | | | | | | | | | | 467,191 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares issued pursuant an At-The-Market Offering | | | | | | | | | | | 14,097,636 | | | | 14,098 | | | | 17,637,544 | | | | 925,077 | | | | | | | | 18,576,719 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Settlement of receivable pursuant to share purchase agreement | | | | | | | | | | | 487,838 | | | | 488 | | | | 607,845 | | | | (608,333 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of Series D Redeemable Preferred shares | | | 5 | | | | 100 | | | | | | | | | | | | | | | | | | | | | | | | 100 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Repurchase of Series D Redeemable Preferred shares | | | (5 | ) | | | (100 | ) | | | | | | | | | | | | | | | | | | | | | | | (100 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Reclassification of equity-linked contracts to liabilities | | | | | | | | | | | | | | | | | | | (502,627 | ) | | | | | | | | | | | (502,627 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Reclassification of derivative equity instruments from long-term liabilities | | | | | | | | | | | | | | | | | | | 2,066,569 | | | | | | | | | | | | 2,066,569 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of common shares and warrants pursuant to subscription agreements | | | | | | | | | | | 2,695,273 | | | | 2,695 | | | | 1,407,702 | | | | | | | | | | | | 1,410,397 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Rescission of common shares and warrants pursuant to subscription agreements | | | | | | | | | | | (875,000 | ) | | | (875 | ) | | | | | | | | | | | | | | | (875 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares issued pursuant to troubled debt restructuring | | | | | | | | | | | 1,210,360 | | | | 1,210 | | | | 1,142,580 | | | | | | | | | | | | 1,143,790 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares issued pursuant to debt extinguishment | | | | | | | | | | | 726,216 | | | | 726 | | | | 740,014 | | | | | | | | | | | | 740,740 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of common shares and warrants pursuant to registered direct offerings | | | | | | | | | | | 8,773,586 | | | | 8,774 | | | | 13,902,226 | | | | | | | | | | | | 13,911,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares issued pursuant to conversion of debt payments to common stock | | | | | | | | | | | 2,284,410 | | | | 2,284 | | | | 2,304,969 | | | | | | | | | | | | 2,307,253 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares issued pursuant to warrant exercises | | | | | | | | | | | 139,386 | | | | 139 | | | | 37,361 | | | | - | | | | | | | | 37,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Settlement of receivable pursuant to share purchase agreement (Tysadco) | | | | | | | | | | | | | | | | | | | | | | | 50,000 | | | | | | | | 50,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Credit loss on receivable pursuant to share purchase agreement (Tysadco) | | | | | | | | | | | | | | | | | | | | | | | 1,415,803 | | | | | | | | 1,415,803 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss for the period | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (46,762,625 | ) | | | (46,762,625 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance, June 30, 2025 | | | | | | $ | | | | | 97,398,519 | | | $ | 97,396 | | | $ | 329,667,507 | | | $ | 925,077 | | | $ | (260,090,957 | ) | | $ | 70,599,023 | | | | Balance | | | | | | $ | | | | | 97,398,519 | | | $ | 97,396 | | | $ | 329,667,507 | | | $ | 925,077 | | | $ | (260,090,957 | ) | | $ | 70,599,023 | | | (The accompanying notes are an integral part of these consolidated financial statements) **** | F-5 | | | | | **** **AMERICAN BATTERY TECHNOLOGY COMPANY** Consolidated Statements of Cash Flows | | | Fiscal year ended June 30, 2025 | | | Fiscal year ended June 30, 2024 | | | | | | | | | | | | | Cash Flows From Operating Activities: | | | | | | | | | | | | | | | | | | | | | | Net loss | | $ | (46,762,625 | ) | | $ | (52,501,824 | ) | | | | | | | | | | | | | | Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | | | | | | | | | | Depreciation expense | | | 5,044,937 | | | | 1,678,730 | | | | Accretion of financing costs | | | 3,776,177 | | | | 4,194,971 | | | | Amortization of right-of-use asset | | | 113,589 | | | | 101,051 | | | | Impairment charge on held-for-sale assets | | | - | | | | 10,254,037 | | | | Credit loss on receivable pursuant to share purchase agreement (Tysadco) | | | 1,415,803 | | | | - | | | | Write-down of inventory to net realizable value | | | 2,919,638 | | | | 586,114 | | | | Stock-based compensation | | | 14,653,807 | | | | 14,566,318 | | | | Shares issued for professional services | | | - | | | | (133 | ) | | | Change in fair value of derivative liability | | | (705,184 | ) | | | 338,886 | | | | Change in fair value of conversion option | | | (138,060 | ) | | | - | | | | Change in fair value of liability-classified equity-linked contracts | | | (737,040 | ) | | | - | | | | Loss on debt extinguishment | | | 675,648 | | | | - | | | | Loss on private placement | | | 567,161 | | | | - | | | | | | | | | | | | | | | Changes in operating assets and liabilities: | | | | | | | | | | | | | | | | | | | | | | Accounts receivable | | | (2,571,104 | ) | | | (228,499 | ) | | | Inventory | | | (3,173,465 | ) | | | (615,230 | ) | | | Grant receivables | | | (52,716 | ) | | | 128,935 | | | | Prepaid expenses and other | | | (1,071,849 | ) | | | (551,420 | ) | | | Accounts payable and accrued liabilities | | | (2,759,955 | ) | | | 5,433,317 | | | | Operating lease liability | | | (115,920 | ) | | | (121,484 | ) | | | | | | | | | | | | | | Net Cash Used in Operating Activities | | | (28,921,158 | ) | | | (16,736,231 | ) | | | | | | | | | | | | | | Cash Flows From Investing Activities: | | | | | | | | | | | | | | | | | | | | | | Other acquisition deposits | | | - | | | | (279,878 | ) | | | Acquisition of property and equipment | | | (2,548,476 | ) | | | (11,752,994 | ) | | | Purchase of mining properties | | | - | | | | (169,654 | ) | | | Purchase of water rights/intangible assets | | | - | | | | (766,693 | ) | | | | | | | | | | | | | | Net Cash Used in Investing Activities | | | (2,548,476 | ) | | | (12,969,219 | ) | | | | | | | | | | | | | | Cash Flows From Financing Activities: | | | | | | | | | | | | | | | | | | | | | | Proceeds from exercise of share purchase warrants | | | 37,500 | | | | 37,497 | | | | Proceeds from employee stock purchase plan | | | 367,110 | | | | - | | | | Proceeds from issuance of common shares through At-The-Market Offering | | | 18,579,975 | | | | - | | | | Payment of issuance costs of common shares through At-The-Market Offering | | | (270,100 | ) | | | - | | | | Proceeds from subscription agreements (Note 14) | | | 1,900,000 | | | | - | | | | Proceeds from registered direct offerings | | | 15,000,000 | | | | - | | | | Payment of issuance costs, registered direct offerings | | | (1,089,000 | ) | | | - | | | | Principal paid on notes payable | | | (7,483,333 | ) | | | (24,000,000 | ) | | | Proceeds from notes payable, net of issuance costs | | | 9,900,000 | | | | 20,289,104 | | | | Proceeds from share purchase agreements, net of issuance costs | | | - | | | | 38,060,486 | | | | | | | | | | | | | | | Net Cash Provided by Financing Activities | | | 36,942,152 | | | | 34,387,087 | | | | | | | | | | | | | | | Increase in Cash and Restricted Cash | | | 5,472,518 | | | | 4,681,637 | | | | | | | | | | | | | | | Cash and Restricted Cash Beginning of Period | | | 7,001,786 | | | | 2,320,149 | | | | | | | | | | | | | | | Cash and Restricted Cash End of Period | | $ | 12,474,304 | | | $ | 7,001,786 | | | | | | | | | | | | | | | Supplemental disclosures (Note 19) | | | | | | | | | | (The accompanying notes are an integral part of these consolidated financial statements) | F-6 | | | | | **AMERICAN BATTERY TECHNOLOGY COMPANY** Notes to the Consolidated Financial Statements For the fiscal years ended June 30, 2025 and June 30, 2024 **1.** **Organization and Nature of Operations** American Battery Technology Company (the Company or ABTC) is an integrated critical battery materials company in the lithium-ion battery industry that is working to increase the domestic U.S. production of critical battery materials, such as lithium, nickel, cobalt, and manganese through its engagement in the exploration of new primary resources of battery metals, in the development and commercialization of new technologies for the extraction of these battery metals from primary resources, and in the commercialization of an internally developed integrated process for the recycling of lithium-ion batteries. Through this three-pronged approach the Company is working to both increase the domestic production of these battery materials, and to ensure that as these materials reach their end of lives that the constituent elemental battery metals are returned to the domestic manufacturing supply chain in a closed-loop fashion. The Company was incorporated under the laws of the State of Nevada on October 6, 2011, for the purpose of acquiring rights to mineral properties with the eventual objective of being a producing mineral company. We have a limited operating history and generated our initial revenue in the fourth quarter of fiscal 2024. Our principal executive offices are located at 100 Washington Ave., Suite 100, Reno, Nevada 89503. **2.** **Liquidity and Going Concern** During the fiscal year ended June 30, 2025, the Company incurred a net loss of $46.8 million and used cash of $28.9 million for operating activities. At June 30, 2025, the Company has an accumulated deficit of $260.1 million. The continuation of the Company as a going concern is dependent upon generating profit from its operations and its ability to obtain debt or equity financing. There is no assurance that the Company will be able to generate sufficient profits, obtain such financings, or obtain them on favorable terms, which could limit its operations. Any such financing activities are subject to market conditions. These uncertainties cause substantial doubt about the Companys ability to continue as a going concern for 12 months from issuance of these financial statements. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These adjustments could be material. The going concern assessment excludes the Companys at-the-market (ATM) offering (Note 14), which could provide a source of liquidity. Based on our current operating plan, unless we generate income from the operations of our facilities and receipt of cash from U.S. Government grant awards, or raise additional capital (debt or equity), it is possible that we will be unable to maintain our financial covenants under our existing Note agreement (Note 12), which, if such violation is not waived, could result in an event of default, causing an acceleration of the outstanding balance. If we do raise additional capital through public or private equity offerings, as opposed to debt or additional Note issuances, the ownership interest of our existing stockholders may be diluted. | F-7 | | | | | **3.** **Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements** **a)** **Basis of Presentation and Principles of Consolidation** The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (US GAAP) and are expressed in U.S. dollars. The Companys fiscal year end is June 30. These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Oroplata Exploraciones E Ingenieria SRL (inactive) and LithiumOre Corporation (formerly Lithortech Resources Inc) and ABMC AG, LLC (inactive). All inter-company balances and transactions, if any, have been eliminated upon consolidation. **b)** **Use of Estimates** The preparation of these consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company regularly evaluates estimates and assumptions related to revenue recognition, the fair value of stock-based compensation, valuation and recoverability of long-lived assets and intangible assets, and fair value less cost to sell assets held-for-sale. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations may be affected. **c)** **Cash and Cash Equivalents** **** The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2025 and 2024. **d)** **Accounts Receivable, net** The Company evaluates the creditworthiness of its customers. If the collection of any specific receivable is doubtful, an allowance is recorded in the allowance for expected credit losses which is included in accounts receivable. The Company had no allowance for expected credit losses recorded at either June 30, 2025 or 2024. | F-8 | | | | | **e)** **Inventory** **** Inventory consists of raw materials and finished goods, and is stated on a first-in, first-out basis at the lower of cost or net realizable value. Net realizable value is the estimated selling price of inventory in the ordinary course of business, less estimated costs of completion, disposal, and transportation. The Company periodically makes judgments and estimates regarding the future utility and carrying value of inventory. When inventory is adjusted to its net realizable value, a new cost basis is established, and such cost is not adjusted for any potential recovery. Obsolete inventories are written off to cost of revenue. Should the Companys estimates of future selling prices or production costs change, additional and potentially material write-downs may be required. A small change in the Companys estimates may result in a material charge to its reported financial results. **f)** **Restricted cash** As of June 30, 2025, the Company is subject to a minimum liquidity requirement of $5,000,000 in accordance with the terms of its loan agreement. Reference Note 12 for further information on the loan agreement. This required minimum liquidity must be maintained in cash or cash equivalents at all times. Accordingly, $5,000,000 of the Companys cash balance has been classified as restricted cash on the consolidated balance sheet as it is not available for general operating purposes. **g)** **Assets Held-For-Sale** The Company classifies assets as held-for-sale (disposal group) in the period when all of the relevant criteria to be classified as held for sale are met. These criteria include managements commitment to sell the disposal group in its present condition and the sale being deemed probable of being completed within one year. Assets held for sale are reported at the lower of their carrying value or fair value less cost to sell. The fair values of disposal groups are estimated using accepted valuation techniques, including indicative listing prices. The Company considers historical experience, guidance received from third parties, and all information available at the time the estimates are made to derive fair value. Any loss resulting from the measurement is recognized in the period when the held for sale criteria are met. The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held for sale and reports any subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the initial carrying value of the disposal group. Assets held-for-sale are not amortized or depreciated. **h)** **Property and Equipment, net** Property and equipment are stated at cost, net of depreciation. The Companys long-lived assets consist of buildings, vehicles, equipment, and land. Buildings, vehicles and equipment are depreciated on a straight-line basis over their estimated value lives, which are as follows: Schedule of Property and Equipment Estimated Useful Lives | Buildings | | 39 years | | | Building improvements | | 15 years | | | Equipment & vehicles | | 5-7 years | | Expenditures for maintenance and repairs are expensed in the statements of operations as incurred. Expenditures which materially change capacities, or extend useful lives are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are recognized in other income (expense), net in the statements of operations. **i)** **Mining Properties** Costs of lease, exploration, carrying and retaining unproven mineral properties are expensed as incurred. The Company expenses all mineral exploration costs as incurred as it is still in the exploration stage. If the Company identifies proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it will enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs are amortized on a units-of-production basis over the proven and probable reserves following the commencement of production. Interest expense, if any allocable to the cost of developing mining properties and to construct new facilities, is capitalized until assets are ready for their intended use. For the fiscal years ended June 30, 2025 and 2024, no interest expense was capitalized. | F-9 | | | | | To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all exploration costs are being expensed. ASC 930-805, Extractive Activities-Mining: Business Combinations, states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights which are considered tangible assets under ASC 930-805. ASC 930-805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims. **j)** **Intangible Assets** Intangible assets consist of water rights that have indefinite useful lives and are tested annually for impairment, or more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount of the asset group exceeds its fair value. Annually, or when there is a triggering event, the Company first performs a qualitative assessment by evaluating all relevant events and circumstances to determine if it is more likely than not that the indefinite-lived intangible assets are impaired; this includes considering any potential effect on significant inputs to determining the fair value of the indefinite-lived intangible assets. When it is more likely than not that an indefinite-lived intangible asset is impaired, then the Company calculates the fair value of the intangible asset and performs a quantitative impairment test. The Company performs its annual impairment test on June 30. No impairment charges for intangible assets were recorded in the fiscal years ended June 30, 2025 and 2024. **k)** **Leases** We determine if an arrangement is a lease, or contains a lease, at the inception of the arrangement. If we determine whether the arrangement is a lease, or contains a lease, at lease inception, we then determine whether the lease is an operating lease or a finance lease. Operating and finance leases result in recording a right-of-use (RoU) asset and lease liability on our consolidated balance sheets. The Company does not have any financing leases. RoU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease RoU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease RoU assets and operating lease liabilities, we use the non-cancellable lease term plus options to extend that we are reasonably certain to take. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Our leases generally do not provide an implicit rate. As such, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We have elected not to recognize RoU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. We have elected not to separate lease and non-lease components for any class of underlying asset. **l)** **Long-lived Assets** **** Long-lived assets, such as property and equipment, mineral properties, purchased intangibles, and ROU assets are reviewed for impairment whenever events or changes in circumstances indicate, in managements judgement, that the carrying amount of an asset (or asset group) may not be recoverable. In analyzing potential impairments, projections of future cash flows from the asset (or asset group) are used to estimate fair value. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset (or asset group), a loss is recognized for the difference between the estimated fair value and the carrying value of the asset group. During the fiscal year ended June 30, 2024, the Company recognized an impairment loss on certain assets classified as held for sale, primarily consisting of land and a building located in Fernley, Nevada. No other impairment charges were recorded in the fiscal years ended June 30, 2025 and 2024. Reference Note 7 for further details. | F-10 | | | | | **m)** **Convertible Notes** The Company evaluates all conversion, repurchase and redemption features contained in a debt instrument to determine if there are any embedded features that require bifurcation as a derivative. The Company accounts for its convertible notes as a long-term liability, with the current portion reclassified to a short-term liability, equal to the proceeds received from issuance, including any embedded conversion features, net of the unamortized debt discount and offering costs in the accompanying unaudited consolidated balance sheets. The debt discount, debt issuance and offering costs are amortized over the term of the convertible notes, using the effective interest method, as interest expense in the accompanying consolidated statements of operations. **n)** **Derivative Financial Instruments** The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in earnings in the consolidated statements of operations. **o)** **Revenue Recognition** **** The Company recognizes revenue upon satisfying its promises to transfer goods or services to customers under the terms of its contracts. These promises, referred to as performance obligations, consist of the transfer of physical goods, including recycled ferrous and nonferrous metals and black mass to customers. These performance obligations are satisfied at the point in time the Company transfers control of the goods to the customer, which i is when title to and risk of loss of the goods transfer to the customer. The timing of transfer of title and risk of loss is dictated by customary or explicitly stated contract terms. The majority of the Companys sales involve transfer of control to the customer, and thus revenue recognition, before delivery to the customers destination; for example, upon release of the goods to the shipper. The Companys bill-and-hold arrangements involve transfer of control to the customer when the goods have been segregated from other inventory at the Companys facility and are ready for physical transfer to the customer. Shipping and handling activities that occur after a customer has obtained control of a good are accounted for as fulfillment costs rather than an additional promise in a contract. As such, shipping and handling consideration (freight revenue) is recognized when control of the goods transfers to the customer, and freight expense is accrued to cost of goods sold when the related revenue is recognized. The Company recognizes revenue based on contractually stated selling prices and quantities shipped, net of sales tax, and adjusted for estimated claims and discounts. Claims are customary in the recycled metal industry and arise from variances in the quantity or quality of delivered products. Revenue adjustments may be required if the settlement of claims exceeds original estimates. For the fiscal year ended June 30, 2025, revenue adjustments related to performance obligations that were satisfied in previous periods were not material. **p)** **Cost of goods sold** Cost of goods sold includes the cost of the recycled ferrous and nonferrous metals and black mass delivered to our customers during the year. It includes direct and indirect materials, labor costs, manufacturing overhead, including depreciation costs, lower of cost or net realizable value charges, and shipping and logistics costs. **q)** **Research and Development Costs** Research and development (R&D) costs are accounted for in accordance with ASC 730, Research and Development. ASC 730-10-25 requires that all R&D costs be recognized as an expense as incurred. However, some costs associated with R&D activities that have an alternative future use (e.g., materials, equipment, facilities) may be capitalizable. As of June 30, 2025 and 2024, no costs associated with R&D activities have been capitalized. The Company has been awarded U.S. federal grant awards for specific R&D programs. Under Accounting Standards Update (ASU) No. 2021-10, Government Assistance, the Company recognizes invoiced government funds as an offset to R&D costs in the period the qualifying costs are incurred. As the federal grants receivable are not deemed to have any significant realization risk, the Company believes this best reflects the expected net expenditures associated with these programs. | F-11 | | | | | **r)** **Exploration Costs** Mineral property acquisition costs are capitalized as incurred. Exploration and evaluation costs are expensed as incurred until proven and probable reserves are established. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property are capitalized on a prospective basis. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations. As of June 30, 2025 and 2024, the Company has not capitalized any such mineral property costs. **s)** **Stock-based Compensation** ASC 710 and ASC 718 require recognition of compensation cost once achievement of the performance condition becomes probable as the requisite service is provided. As the common share warrant and restricted stock unit (RSU) performance-based awards to executive officers and key employees are granted with a fixed dollar value and settled in a variable number of common share warrants or RSUs, these awards are liability-classified until the number of common share warrants or RSUs are fixed, and the corresponding compensation cost should be recorded to current or long-term liabilities, or additional paid-in capital once the performance conditions become probable of achievement. The Company measures and recognizes compensation expense for all stock-based awards based on estimated fair values on the date of the grant, recognized over the requisite service period. For awards that vest solely based on a service condition, the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period. The compensation expense related to stock-based awards with performance conditions is recognized over the requisite service period when achievement of the performance conditions is probable. The Company accounts for forfeitures as they occur. Stock-based awards granted to employees are primarily restricted stock units (RSUs). The fair value of each stock option granted is estimated using the Black-Scholes Merton option-pricing model using the single option award approach. The following assumptions are used in the Black-Scholes Merton option-pricing model: *Risk-Free Interest Rate*: The risk-free interest rate is based on the implied yield available on the date of grant on U.S. Treasury zero-coupon bonds issued with a term that is equal to the options expected term at the grant date. *Expected Volatility*: The Company estimates the volatility for option grants by evaluating the average historical volatility of the companys stock price for the period immediately preceding the option grant for a term that is approximately equal to the options expected term. *Expected Term*: The expected term for employees represents the period over which options granted are expected to be outstanding using the simplified method, as the Companys historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. The simplified method deems the term to be the average of the time-to-vesting and contractual life of the stock-based awards. *Dividend Yield*: The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero. The table below sets forth the assumptions used on the date of grant for estimating the fair value of options granted during the fiscal years ending June 30: Schedule of Estimated Fair Value | | | 2025 | | | 2024 | | | | Weighted average expected term (years) | | | 5.72 | | | | 3.00 - 5.00 | | | | Risk-free interest rate | | | 4.015 | % | | | 4.31% - 4.62 | % | | | Dividend yield | | | 0 | % | | | 0 | % | | | Volatility | | | 132.21 | % | | | 95.85% - 135.46 | % | | | F-12 | | | | | **t)** **Government Grant and Tax Credit Awards** For government grants, the Company recognizes a benefit in the consolidated statements of operations, as a reduction to the expense for which the individual government grant is designed to compensate, over the duration of the program when the Company has reasonably assurance that it will comply with the conditions under the grant and that the grant will be received. Grants related to investments in property and equipment are recognized as a reduction to the cost basis of the underlying assets with an ongoing reduction to depreciation expense over the assets estimated useful life. **u)** **Income Taxes** The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. Any uncertain tax position liabilities have been applied against the deferred tax balance given that there is a sufficient net operating loss to cover any penalties and fees associated with the uncertain tax position. The Company assesses each of its identified uncertain positions and determines whether any potential penalties and interest liability should be accrued at the consolidated balance sheet dates. Interest and penalties accrued on unrecognized tax benefits are included within income tax expense in the consolidated financial statements. Due to the Companys net loss position since inception, the likelihood of deferred tax assets being realized does not meet the more likely than not assessment guidelines. Accordingly, a valuation allowance equal to the deferred tax assets has been recorded at June 30, 2025 and 2024. **v)** **Loss per Share** The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the consolidated statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options, warrants and awards. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As the Company has reported losses for all periods presented, all potentially dilutive securities are anti-dilutive, and accordingly, basic net loss per share equaled diluted net loss per share The Company had the following potentially dilutive shares outstanding as of June 30: Schedule of Potentially Dilutive Shares Outstanding | | | 2025 | | | 2024 | | | | Convertible notes | | | 9,501,948 | | | | 769,342 | | | | Warrants | | | 17,380,150 | | | | 6,928,758 | | | | Share awards outstanding | | | 8,583,466 | | | | 3,428,604 | | | | Total potentially dilutive | | | 35,465,564 | | | | 11,126,704 | | | | F-13 | | | | | **w)** **Fair Value of Financial Instruments** Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is an exit price concept that assumes an orderly transaction between willing market participants and is required to be based on assumptions that market participants would use in pricing an asset or a liability. Current accounting guidance establishes a three-tier fair value hierarchy as a basis for considering such assumptions and for classifying the inputs used in the valuation methodologies. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair values are as follows: *Level 1*: Quoted prices (unadjusted) in active markets for identical assets and liabilities that the reporting entity can assess at the measurement date. *Level 2*: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. *Level 3*: Unobservable inputs for the asset or liability which include the Companys assumptions regarding the data market participants would use in pricing the asset or liability based on the best information available under the circumstances. The carrying values of the Companys cash, accounts receivable, grants receivable, prepaid expenses and deposits, accounts payable and accrued liabilities, and notes payable approximates fair value due to their short maturities. The Companys fair value measurements included the valuation of the derivative liabilities for the bifurcated notes payable freestanding call and conversion options and for the liability-classified equity-linked contracts, both of which are classified as Level 3 of the fair value hierarchy. As of December 31, 2024, the Company reclassified derivative liabilities and liability-classified equity-linked contracts from long-term liabilities to equity. No derivative instruments that required liability classification were issued during the fiscal year ended June 30, 2025; accordingly, fair value measurement was not required. See Notes 6 and 11 for further discussion. The Companys fair value measurements include the valuation of the assets held-for-sale as of June 30, 2025 and 2024. See Note 7 for relevant fair value disclosures. **x)** **Accounting Pronouncements** In November 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (CODM) and included within each reported measure of a segments profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segments profit or loss in assessing segment performance and deciding how to allocate resources. The Company adopted ASU 2023-07 during the year ended June 30, 2025. See Note 18, Segment and Other Information, in the accompanying notes to the financial statements for further detail. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which updates income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This ASU also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in this ASU are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is in the process of determining the effect this ASU will have on the disclosures contained in the notes to the consolidated financial statements. | F-14 | | | | | In November 2024, the FASB Issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this update require disclosures, in the notes to financial statements, of specified information about certain costs and expenses. The amendment clarifies which certain costs and expenses that are included in cost of sales and selling, general, and administrative expense categories that should be disclosed with qualitative descriptions of amounts that are not separately disaggregated quantitatively. Additionally, the amendment requires disclosure of total amounts of selling expenses and an entitys definition of selling expense. The update will be effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. In January 2025, the FASB issued ASU 2025-01 to clarify the effective date previously communicated. The revised effective date for public business entities is for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is in the process of determining the effect this ASU will have on the disclosures contained in the notes to the consolidated financial statements. | 4. | Government Grant and Tax Credit Awards | | Grants receivable represent qualifying costs incurred where there is reasonable assurance that the conditions of the grant have been met but the corresponding funds have not been received as of the reporting date. As collections from the federal government have been and are expected to continue to be timely, no allowance for doubtful accounts has been established. If amounts become uncollectible, they will be charged to operations. Grants receivable was $0.2 million at June 30, 2025 and 2024. The Company recognizes invoiced government funds as an offset to research and development costs in the period the qualifying costs were incurred. Grants related to investments in property and equipment are recognized as a reduction to the cost basis of the underlying assets with an ongoing reduction to depreciation expense over the assets estimated useful life. On January 20, 2021, the U.S. Department of Energy (DOE) announced that the Company had been selected for award negotiation for a three-year project with a total budget of $4.5 million for the field demonstration of its selective leaching, targeted purification, and electro-chemical production of battery grade lithium hydroxide from domestic claystone resources technology. Through this grant award the Company is eligible to receive reimbursement of up to 50% of eligible expenditures, or up to $2.3 million. The prime agreement contract for this grant was issued with a project start date of October 1, 2021. The Company began receiving funds related to this award during the fiscal year ending June 30, 2022. As of June 30, 2025, the cumulative funds invoiced for this grant totaled $2.3 million, which represents 100% of the total eligible reimbursements. As of June 30, 2025, $0.02 million was an outstanding receivable on the consolidated balance sheet. On August 16, 2021, the Company received a contract award for a 30-month project with a total budget of $2.0 million from the United States Advanced Battery Consortium (the USABC grant) as part of a competitively bid project, through which the Company will receive reimbursement for up to $0.5 million of eligible expenditures. The objective of the contract award is for the commercial-scale development and demonstration of an integrated lithium-ion battery recycling system, the production of battery cathode grade metal products, the synthesis of high energy density active cathode material from these recycled battery metals, and the fabrication of large format automotive battery cells from these recycled materials and the testing of these cells against otherwise identical cells made from virgin sourced metals. The Company began receiving funds related to this award during the fiscal year ended June 30, 2022, and this contract award project concluded on September 30, 2024. As of June 30, 2025, the cumulative funds invoiced and collected for this grant totaled $0.5 million, which represents 100% of the total eligible reimbursements. On October 21, 2022, the U.S. DOE announced that the Company had been selected for award negotiation for a five-year project with a total budget of $115.5 million to design, construct, and commission a first-of-kind lithium hydroxide refinery using Nevada-based claystone as the feedstock to expand domestic manufacturing of battery grade lithium hydroxide for lithium-ion batteries for electric vehicles, with a focus on domestic processing of materials and components that are currently imported from foreign countries. Through this grant award the Company is eligible to receive reimbursement of up to 50% of eligible expenditures, up to $57.7 million. The prime agreement contract for this grant was issued with a project start date of September 1, 2023. The Company began receiving funds related to this award during the period ending December 31, 2023. As of June 30, 2025, the cumulative funds invoiced and collected for this grant totaled $4.7 million, which represents 8% of the total eligible reimbursements. | F-15 | | | | | On November 17, 2022, the U.S. DOE announced that the Company had been selected for award negotiation for a three-year project with a total budget of $20.0 million to demonstrate and commercialize next generation techniques for its lithium-ion battery recycling processes to produce low-cost and low-environmental impact domestic battery materials. Through this grant award the Company is eligible to receive reimbursement of up to 50% of eligible expenditures, up to $10.0 million. The prime agreement contract for this grant was issued with a project start date of October 1, 2023. The Company began receiving funds related to this award during the period ending December 31, 2023. As of June 30, 2025, the cumulative funds invoiced and collected for this grant totaled $2.2 million, which represents 22% of the total eligible reimbursements. On March 28, 2024, ABTC was selected for a tax credit for up to $19.5 million through the Qualifying Advanced Energy Project Credits program (48C). This tax credit was granted by the U.S. Department of Treasury Internal Revenue Service following a highly competitive technical and economic review process performed by the U.S. DOE, which evaluated the feasibility of applicant facilities to advance Americas buildout of globally competitive critical material recycling, processing, and refining infrastructure. This tax credit may be utilized both for the reimbursement of capital expenditures spent to date and also future capital expenditures at ABTCs battery recycling facility in the Tahoe-Reno Industrial Center (TRIC) in Storey County, Nevada. As of June 30, 2025, the Company has incurred qualifying expenditures for this tax credit but will not recognize any amounts until it has reasonable assurance of compliance with the relevant standards. Also on March 28, 2024, ABTC was selected for an additional tax credit of up to $40.5 million through the 48C program, which may be used in support of the design and construction of a new commercial battery recycling facility to be located in the United States. As of June 30, 2025, the Company has not incurred any qualifying expenditure toward this tax credit. On September 23, 2024, the U.S. DOE announced that the Company had been selected for award negotiations for a highly competitive grant for $150 million to be applied towards the construction of a new lithium-ion battery recycling facility. On December 18, 2024, the Company received a contracted grant award for $144 million of federal investment by the DOE, with these funds awarded to the Company and an additional $6.4 million awarded to its subcontractor Argonne National Laboratory, to support the construction of a new lithium-ion battery recycling facility. The Company began receiving funds related to this award during the period ending March 31, 2025. As of June 30, 2025, the cumulative funds invoiced for this grant totaled $0.6 million, which represents 0.4% of the total eligible reimbursements. The table below summarizes the effects of government grants on the consolidated financial statements for the fiscal years ended June 30: Schedule of Effects of Government Grants | | | 2025 | | | 2024 | | | | Reduction to research and development expenses | | $ | (5,087,266 | ) | | $ | (2,317,987 | ) | | | Reduction to property and equipment | | | (591,368 | ) | | | (1,025,347 | ) | | | Total reductions due to grant reimbursements received | | $ | (5,678,634 | ) | | $ | (3,343,334 | ) | | | 5. | Inventories | | The Companys inventory for its lithium-ion battery recycling operation is comprised of raw materials, in the form of battery feedstock, and finished goods, in the form of black mass and other metals. Inventory is valued at the lower of average cost or net realizable value. The net carrying value of inventory includes those costs to acquire battery feedstock and any related carrying and processing costs incurred by the Company. The table below presents the components of inventory as of June 30: Schedule of Inventories | | | 2025 | | | 2024 | | | | Raw materials | | $ | 216,052 | | | $ | 66,088 | | | | Finished goods | | | 192,095 | | | | 88,232 | | | | Total inventories | | $ | 408,147 | | | $ | 154,320 | | | The balance of the Companys inventory was written down by $2.9 million and $0.6 million from its cost to its net realizable value as of June 30, 2025 and 2024, respectively. | F-16 | | | | | | 6. | Property and Equipment | | The table below presents the property, plant and equipment as of June 30: Schedule of Property and Equipment | | | 2025 | | | 2024 | | | | Land | | $ | 11,225,956 | | | $ | 8,860,916 | | | | Building | | | 16,653,019 | | | | 24,867,784 | | | | Equipment and vehicles | | | 24,363,000 | | | | 14,313,970 | | | | Total property, plant and equipment | | | 52,241,975 | | | | 48,042,670 | | | | Less: accumulated depreciation | | | (6,772,122 | ) | | | (1,727,704 | ) | | | Property and equipment, net | | $ | 45,469,853 | | | $ | 46,314,966 | | | The Company recognized depreciation expense of $5.0 million and $1.7 million during the fiscal years ended June 30, 2025 and 2024, respectively. | 7. | Assets Held for Sale | | An impairment loss of $10.2 million on assets held-for-sale was recorded in the fiscal year ended June 30, 2024, related to two parcels of land and building at the Fernley, Nevada location, comprising 12.44 acres and 11.55 acres, that the Company decided to sell. The fair value of the assets held-for-sale is classified within Level 3 of the fair value hierarchy and was determined based on indicative market listing prices of the assets. As of June 30, 2024, these assets had a carrying value of $8.4 million. As of June 30, 2025, the 11.55 acres of land, valued at $2.4 million, was no longer actively marketed for sale and was therefore reclassified back to property, plant, and equipment. As of June 30, 2025, the other parcel of land and building (12.44 acres) has a carrying value of $6.0 million and is subject to further impairment, if required, until the asset is sold. On July 28, 2025, a potential buyer canceled the Commercial/Investment Property Purchase Agreement and Joint Escrow Instructions. As of March 31, 2025, the Company reclassified certain water rights with a carrying value of $3.8 million to assets held for sale in the consolidated balance sheet. This reclassification follows the companys decision to actively market these water rights for sale to unrelated third parties. As of June 30, 2025, there were no additional impairments on the assets held-for-sale. | F-17 | | | | | | 8. | Mining Properties | | On July 21, 2022, the Company exercised the option to purchase the rights to unpatented lode claims in Tonopah, Nevada. Since that time, the Company has worked with third parties to conduct drill programs and analysis to verify the grade and continuity of the mining claims. Over 50% of the inferred mineral resources have been upgraded to measured and indicated classifications. The Company is still in the exploration stage and expenses all mineral exploration costs. If the Company identifies proven and probable reserves and develops an economic plan for operating a mine, it will enter the development stage and capitalize future costs until production is established. On July 22, 2023, the Company began a third exploration program to advance its Tonopah Flats Lithium Project. This drill program includes core infill and step out drilling to support the evolution of its domestic resource with the goal of upgrading to a measured and indicated resource classification. The Company selected and engaged KB Drilling for the collection of infill and step out samples for this latest drill program, which consists of sample collections from eight additional drill holes and includes 6,500 feet of total drilling. In December 2023, the Company entered into a vacant land offer and acceptance agreement for the Companys acquisition of certain mineral patents totaling $0.2 million which was capitalized to mining properties. On April 24, 2024, the Company announced the completion of the Amended Resource Estimate and Initial Assessment with Project Economics for the Tonopah Flats Lithium Project, Esmeralda and Nye Counties, Nevada, USA (Amended IA) and the publication of the S-K 1300 Technical Report Summary (TRS) disclosing mineral resources, including an initial economic assessment, for the Tonopah Flats Lithium Project. The TRS was completed by RESPEC Company LLC, a qualified person, in compliance with Item 1300 of Regulation S-K and with an effective date of April 5, 2024. | 9. | Intangible Assets | | The Companys acquisition of the commercial-scale battery recycling facility at the TRIC included water rights valued at $0.7 million and are described as an eighteen and forty-five one-hundredths (18.45) acre-foot/annually portion of the Truckee-Carson Irrigation District, Serial Number 1081-A-1. These have an unlimited useful life upon assignment to a property through use of a will-serve, which has no expiration date. The table below presents the intangible assets as of June 30: Schedule of Intangible Assets | | | 2025 | | | 2024 | | | | Water rights | | $ | 766,694 | | | $ | 4,519,038 | | | | 10. | Leases | | RoU assets represent the Companys right to use an underlying asset for the lease term and operating lease liabilities represent the Companys obligation to make lease payments arising from the lease. The Company determines if an arrangement is a lease at inception. RoU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Most operating leases contain renewal options that provide for rent increases based on prevailing market conditions. The terms used to calculate the RoU assets for certain properties include the renewal options that the Company is reasonably certain to exercise. The discount rate used to determine the commencement date present value of lease payments is the interest rate implicit in the lease, or when that is not readily determinable, the Company estimates a rate of 8.0% for the fiscal years ending June 30, 2025 and 2024, based primarily on historical lending agreements. RoU assets include lease payments required to be made prior to commencement and exclude lease incentives. Both RoU assets and the related lease liability exclude variable payments not based on an index or rate, which are treated as period costs. The Companys lease agreements do not contain significant residual value guarantees, restrictions, or covenants. The Company leases office space under a non-cancelable operating lease agreement. The lease commenced December 1, 2024 and has a lease term of three years, expiring on November 30, 2027. The lease includes an option to renew for an additional two years; however, the Company is not reasonably certain to exercise the renewal option. Therefore, the renewal period has not been included in the calculation of the lease liability and the right-of-use asset in accordance with ASC 842. The Company occupies other office facilities under lease agreements that expire at various dates, many of which do not exceed a year in length. The Company does not have any finance leases as of June 30, 2025 and 2024. Operating lease right-of-use assets are presented within the asset section of the Companys consolidated balance sheets, while lease liabilities are included within the liability section of the Companys consolidated balance sheets at June 30, 2025 and 2024. | F-18 | | | | | The table below presents information related to the components of lease expense for the fiscal years ended June 30, 2025 and 2024, respectively: Schedule of Lease Expense | | | 2025 | | | 2024 | | | | Operating lease cost | | $ | 361,169 | | | $ | 436,476 | | | The table below presents total operating lease RoU assets and lease liabilities at June 30: Schedule of Operating Lease ROU Assets and Lease Liabilities | | | 2025 | | | 2024 | | | | Operating lease right-of-use asset | | $ | 296,157 | | | $ | 42,103 | | | | Operating lease liabilities | | $ | 306,026 | | | $ | 54,303 | | | The table below presents the maturities of operating lease liabilities as of June 30, 2025: Schedule of Maturity of Operating Lease Liabilities | | | | | | | | June 30, 2026 | | $ | 136,212 | | | | June 30, 2027 | | | 141,810 | | | | June 30, 2028 | | | 60,059 | | | | Total lease payments | | | 338,081 | | | | Less: imputed interest | | | (32,055 | ) | | | | | | | | | | Total operating lease liabilities | | $ | 306,026 | | | | | | | | | | | Operating lease liabilities, current | | $ | 115,863 | | | | Operating lease liabilities, non-current | | $ | 190,163 | | | The table below presents the weighted average remaining lease term for operating leases and the weighted average discount rate used in calculating operating lease right-of-use asset as of June 30, 2025. Schedule of Weighted Average Remaining Lease Term for Operating Leases and Weighted Average Discount Rate | Weighted average lease term (years) | | | 2.42 | | | | Weighted average discount rate | | | 8.00 | % | | | 11. | Accounts Payable and Accrued Liabilities | | The table below presents the accounts payable and accrued liabilities as of June 30: Schedule of Accounts Payable and Accrued Liabilities | | | 2025 | | | 2024 | | | | Trade payables | | $ | 417,195 | | | $ | 4,255,398 | | | | Fixed assets in trade payables | | | 283,278 | | | | 996,970 | | | | Accrued expenses | | | 5,122,514 | | | | 2,244,266 | | | | Marketing agreement settlement | | | - | | | | 1,800,000 | | | | Total accounts payable and accrued liabilities | | $ | 5,822,987 | | | $ | 9,296,634 | | | As of June 30, 2025 and 2024, no individual supplier accounted for more than 10% of the Companys total accounts payable and accrued liabilities balance. On July 3, 2024, the Company and Mercuria Energy America, LLC agreed to resolve their respective disputes related to a Marketing Agreement entered into in May 2023. Under the terms of the Settlement Agreement, the Company agreed to make six monthly payments to Mercuria Energy America, LLC of $0.3 million each. Upon the completion of the payments, the parties agreed to release any and all claims, disputes, actions, suits, proceedings, demands and/or liabilities in law and/or equity or otherwise. The total amount of payments due of $1.8 million was accrued as of June 30, 2024. As of June 30, 2025, all amounts have been paid. | F-19 | | | | | | 12. | Notes Payable | | On August 29, 2023, the Company and High Trail (the Buyers) entered into a Securities Purchase Agreement (the Purchase Agreement), pursuant to which the Company can sell to the Buyers up to $51.0 million of a new series of senior secured convertible notes (the Notes), of which $25.0 million was initially received. The Company analyzed the conversion features of the Notes for derivative accounting considerations under ASC 815-15, Derivatives and Hedging, and determined a freestanding call option should be bifurcated and separately accounted for as a derivative liability. Accordingly, the derivative liability is carried at fair value at each reporting date with the corresponding gain or loss reflected in earnings in the consolidated statements of operations. The Company determined the derivative liability to have a fair value of $0.4 million at issuance of the Notes. For the three months ended September 30, 2024, the Company recorded a gain of $0.7 million within the change in fair value of the derivative liability in the consolidated statements of operations. As of September 30, 2024, the fair value of the derivative liability was determined to be nil given the expiration of the freestanding call option on October 1, 2024. No derivative instruments requiring liability-classification were outstanding during the period December 1, 2024 through June 30, 2025, and there has been no related activity since the options expiration; accordingly, fair value measurement was not required. The carrying value, net of debt discount and issuance costs, was being accreted over the term of the Notes from date of issuance to date of full repayment, expected to be in October 2024 based on partial redemption payments, using the effective interest rate method. On September 13, 2024, the Notes were amended to allow payment of principal totaling $0.6 million in common shares of the Company in lieu of cash, with the remaining principal due in September 2024 deferred to October 2024. Subsequent to September 30, 2024, further payment on the Notes had been deferred by the Buyers while negotiations on a potential amendment to the Notes are on-going. Total common shares of 726,216 were issued with a fair market value of $0.7 million. The Notes were also amended to increase the conversion option rate. The Company concluded that the amendment to the Notes was an extinguishment for accounting purposes due to the increase in the conversion option fair value. The Company recognized a $0.7 million loss on extinguishment in the consolidated statement of operations, comprised of the write-off of the remaining debt discount and debt issuance costs of $0.6 million and the excess of fair value of the common shares paid in lieu of cash over the principal owed of $0.1 million. On November 14, 2024, the Purchase Agreement and Notes were amended to provide for the issuance of a new series of senior secured convertible notes (the 2024 Notes) in the aggregate principal amount of $12.0 million, less discount totaling $2.1 million. The amendment also allowed payment of principal of the Notes totaling $1.1 million in common shares of the Company in lieu of cash, with the remaining principal of the Notes of $1.8 million paid with proceeds from issuance of the 2024 Notes. The 2024 Notes bear zero coupon, mature on September 1, 2025, and require $5.0 million in cash to be maintained in a restricted account. The Buyers may request partial redemptions of up to an aggregate of $1.0 million on the 1st of each month beginning on January 1, 2025, with the remaining principal due on the maturity date, or the Buyers may convert the 2024 Notes into shares of common stock of the Company at a conversion rate of 1,333.33 shares of common stock per $1,000 of principal for the first $3,000,000 of principal, and a conversion rate of 945.0992 shares of common stock per $1,000 of principal for the remaining principal. The Company evaluated the amendment to the Purchase Agreement and concluded it was required to be accounted for as a troubled debt restructuring under ASC 470-60, Troubled Debt Restructurings by Debtors, as a concession had been granted to the Company. Per ASC 470-60, the carrying value of the Notes remained the same as before the amendment, reduced only by the fair value, $1,142,580, of the common shares issued, 1,210,360, to partially settle the Notes. No gain was recognized as the future undiscounted cash flows of the restructured Notes did not exceed the carrying amount of the Notes, with the effect of the restructuring accounted for prospectively through the revised effective interest rate of 50.73%. On December 19, 2024, the 2024 Notes were amended to increase the portion of principal that is subject to the higher conversion rate of 1,333.33 shares of commons stock per $1,000 of principal from $3,000,000 to $5,000,000. The Company analyzed the embedded conversion feature of the 2024 Notes for derivative accounting considerations under ASC 815-15, Derivatives and Hedging, and determined that it did not qualify to be bifurcated and accounted for as a derivative liability. For the fiscal year ended June 30, 2025, amortization of the debt discount of the 2024 Notes totaled $2.3 million. On March 24, 2025, the conversion rate of the 2024 Notes was amended for $2.0 million of principal payments upon which the payments were converted to common shares. The conversion rates for the remaining principal of the 2024 Notes were not amended. Total common shares of 2,284,410 were issued with a fair market value of $2.3 million. The amendment was accounted for as debt modification and as a result, the excess fair market value of the common shares over the principal payments was recorded as an additional debt discount. | F-20 | | | | | The table below presents the net carrying amounts of the Notes as of June 30, 2025: Schedule of Net Carrying Amounts of the Notes | | | | | | | | Principal outstanding | | $ | 8,000,000 | | | | Debt discount | | | (2,551,043 | ) | | | Amortization of debt discount | | | 2,280,798 | | | | Net carrying value | | $ | 7,729,755 | | | The table below presents the maturities of notes payable as of June 30, 2025: Schedule of Maturities of Notes Payable | | | | | | | | September 1, 2025 | | $ | 8,000,000 | | | | Less: unamortized debt discount and issuance costs | | | (270,245 | ) | | | Total notes payable | | $ | 7,729,755 | | | | | | | | | | | Notes payable, current | | $ | 7,729,755 | | | | Notes payable, non-current | | $ | - | | | **13. Derivative Liabilities** During the six months ended December 31, 2024, the Companys embedded conversion feature on its convertible notes and its outstanding warrants had been treated as derivative liabilities for accounting purposes under ASC 815-40, Derivatives and Hedging Contracts in Entitys Own Equity, due to insufficient authorized shares to settle these outstanding equity-linked contracts, while the terms of these instruments still allowed the holders to exercise which would require the Company to net-cash settle the instrument. In such cases, the Company adopted a sequencing approach under ASC 815-40 to determine the classification of its equity-linked financial instruments at issuance and at each subsequent reporting date. Under this sequencing policy, the Company reclassified to liabilities those equity-linked financial instruments with the most recent issuance or modification date. The derivative liabilities were initially recorded at fair value and subsequently re-valued each reporting date, with changes in fair value reported in the consolidated statements of operations. The Company utilized the Black-Scholes option-pricing model to value the derivative liabilities at initial reclassification and subsequent valuation dates, adjusted for instrument-specific terms as applicable. In August 2024, the Company issued common shares and warrants to purchase common shares under private placement subscription agreements. See further discussion at Note 14. As there were insufficient authorized shares available at the time of issuance, the warrants were classified as derivative liabilities, measured at fair value as of issuance, and re-measured to fair value as of September 30, 2024. Of the $1.9 million in proceeds received from the private placement, $0.6 million was received from related parties of the Company, including current employees and an immediate family member of the Chief Executive Officer. The Company recognized common shares and warrants to purchase common shares with a total fair value of $1.4 million, compensation expense of $0.7 million and a loss on private placement of $0.1 million in the consolidated statements of operations. The Company recognized less than a $0.1 million loss on change in fair value of these liability-classified equity-linked financial instruments. For the remaining private placement subscription agreements, the Company recognized the fair value of the warrants of $1.7 million and a loss on private placement of $0.6 million as of issuance, and a fair value of $1.7 million as of September 30, 2024, with the loss on change in fair value of less than $0.1 million recorded to change in fair value of liability-classified equity-linked contracts in the consolidated statements of operations. The associated derivative liability was included in long-term liabilities in the consolidated balance sheets. In November 2024, a portion of the private placement subscription agreements were rescinded. Prior to rescission, a gain of $0.3 million was recognized upon revaluation of the warrant liability, reducing the warrant liability from $1.2 million to $0.9 million. A gain of less than $0.1 million was recognized upon extinguishment of the warrant liability at the rescission date. A payable of $0.9 million is included in accounts payable and accrued liabilities on the consolidated balance sheet as of December 31, 2024 for the return of the subscription agreement proceeds to the investors. | F-21 | | | | | In September 2024, the Companys convertible notes were amended to increase the conversion rate of the conversion option. See further discussion at Note 11. Upon modification, the Company no longer had sufficient authorized shares to settle all equity-linked contracts including the convertible notes upon a potential conversion and accordingly, the embedded conversion feature was bifurcated from the convertible notes to be accounted for as a derivative liability. The Company calculated a fair value of the bifurcated conversion feature of $0.7 million as of the modification date and a fair value of $0.9 million as of September 30, 2024, with the loss on change in fair value of $0.2 million recorded to change in fair value of liability-classified financial instruments in the consolidated statements of operations. In November 2024, the Companys shareholders approved and adopted an amendment to the articles of incorporation to increase the number of authorized shares of the Companys common stock from 80,000,000 to 250,000,000. Upon the increase, the Company had sufficient authorized shares available to settle all equity-linked contracts including the convertible notes and warrants to purchase common shares included in derivative liabilities. As a result, the Company revalued the bifurcated conversion feature and the warrants to purchase common shares as of the shareholder approval date and reclassified the associated derivative liabilities from long-term liabilities to additional paid-in capital in the consolidated balance sheets. The Company recognized a $0.8 million gain on change in fair value of the derivative liabilities prior to the reclassification to equity from long-term liabilities. The amount reclassed to equity totaled $2.1 million. During the period December 31, 2024 through June 30, 2025, there was no activity related to the Companys derivative liability instruments and the balance of derivative liabilities remained unchanged throughout this period. The table below sets forth the Black-Scholes inputs and assumptions for the Companys valuation and re-valuation of its derivative liabilities for the fiscal year ending June 30: Schedule of Black-Scholes Inputs and Assumptions for valuation and Re-valuation of its Derivative Liabilities | | | 2025 | | | | Weighted average expected term (years) | | | 0.01 5.00 | | | | Risk-free interest rate | | | 3.47 5.47 | % | | | Dividend yield | | | 0 | % | | | Volatility | | | 6.69% - 137.84 | % | | A summary of the activity related to derivative liabilities for the fiscal year ending June 30, 2025, is as follows: Schedule of Derivative Liabilities | | | Warrant Derivative Liabilities | | | Conversion Option Derivative Liability | | | Total Derivative Liabilities | | | | | | | | | | | | | | | | Balance, June 30, 2024 | | $ | - | | | $ | - | | | $ | - | | | | Change in fair value | | | (657,174 | ) | | | (138,061 | ) | | | (795,235 | ) | | | Fair value of issuances during the period | | | 2,632,467 | | | | - | | | | 2,632,467 | | | | Fair value of extinguishments during the period | | | (87,421 | ) | | | - | | | | (87,421 | ) | | | Fair value of reclassifications during the period | | | (1,887,872 | ) | | | 138,061 | | | | (1,749,811 | ) | | | Balance, June 30, 2025 | | $ | - | | | $ | - | | | $ | - | | | | F-22 | | | | | | 14. | Stockholders Equity | | ** *Preferred Stock* The Companys amended and restated articles of incorporation authorize shares of preferred stock and provide that shares of preferred stock may be issued from time to time in one or more series. The Companys board of directors (the Board of Directors) is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Board of Directors is able to, without stockholder approval, issue shares of preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of the Board of Directors to issue shares of preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of the Company or the removal of existing management. To date, the Company has authorized a total of 1,666,667 shares of preferred stock. Of this amount the Company has designated a total of 233,340 shares to four classes of preferred stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock. A description of each class of preferred stock is listed below. ** *Series A Preferred Stock* The Company has 33,334 shares of Series A Preferred Stock authorized with a par value of $0.001 per share. The Company had nil shares of Series A Preferred Stock issued and outstanding on June 30, 2025 and 2024. *Series B Preferred Stock* The Company has 133,334 shares of Series B Preferred Stock authorized with a par value of $10.00 per share. The Company had nil shares of Series B Preferred Stock issued and outstanding on June 30, 2025 and 2024. *Series C Preferred Stock* The Company has 66,667 shares of Series C Preferred Stock authorized with a par value of $10.00 per share. The Company had nil shares of Series C Preferred Stock issued and outstanding on June 30, 2025 and 2024. *Series D Preferred Stock* The Company has 5 shares of Series D Preferred Stock authorized with a par value of $0.001 per share. The Company had nil shares of Series D Preferred Stock issued and outstanding on June 30, 2025 and 2024. **Common Stock** In November 2024, the Companys shareholders approved and adopted an amendment to the articles of incorporation to increase the number of authorized shares of the Companys common stock from 80,000,000 to 250,000,000. As of June 30, 2025, the Company has 250,000,000 shares of common stock authorized, with a par value of $0.001 per share. *Fiscal year ended June 30, 2025* During the period, the Company issued 3,407,702 common shares upon vesting of share-based awards. On July 22, 2024, the Board of Directors authorized and approved to extend the expiration date to April 30, 2025 for 600,000 certain warrants with an exercise price of $1.125 issued in connection with a previous equity offering which were previously scheduled to expire on October 31, 2024. Of the 600,000 warrants, 200,000 warrants are held by Ryan Melsert, Chief Executive Officer. The modification of the warrants resulted in incremental fair value of $0.1 million as of the modification date, of which less than $0.1 million was recognized as stock-based compensation expense for those warrants held by the Chief Executive Officer and the remainder as a deemed dividend per the requirements of ASC 815-40, Derivatives and Hedging Contracts in Entitys Own Equity. The Company utilized a Black-Scholes option-pricing model to determine the incremental fair value with assumptions including volatility of 100.47% and a risk-free rate of 5.06%. | F-23 | | | | | On August 1, 2024, the Company agreed to sell in a private placement 53 Group A Units (defined below) to several accredited investors and 23 Group B Units to the Companys new Chief Operating Officer, to an immediate family member of the Chief Executive Officer, and to two current employees, a portion of which was rescinded on November 12, 2024 (see Note 6), resulting in the sale of a total of only 18 Group A Units and 23 Group B Units in such private placement. Each Group A Unit consists of 25,000 shares of Common Stock, 25,000 Series A warrants with a 5five-year term to purchase Common Stock (Series A Warrants) and 25,000 Series B Warrants with an 18-month term to purchase Common Stock (collectively with the Series A Warrants, the Warrants) with a purchase price of $25,000 per Unit; each Group B Unit consists of 19,531 shares of Common Stock and 39,062 Series A Warrants with a 5five-year term and a purchase price of U.S. $25,000 per Unit. The Company received an initial payment of approximately $1.9 million but after the rescission retained only an aggregate purchase price of $1.0 million. Upon issuance of the common stock and warrants in the private placement, the Company concluded that it had insufficient authorized shares to settle the warrants sold as well as certain previously issued warrants (see Note 13). As the warrants were therefore accounted for as derivative liabilities and remeasured at fair value each reporting period (see Note 13), the Company allocated the proceeds first to the warrants with any residual proceeds allocated to the common shares. A day-one loss is recognized to the extent the recognized fair value of common shares and warrants exceeds the proceeds received. In February 2025, investors purchased 35 units at a purchase price of $25,000 per unit, with each unit consisting of 26,316 shares of common stock and 52,632 warrants to purchase common stock. The payable of $0.9 million previously included in accounts payable and accrued liabilities, as of December 31, 2024, for the return of the subscription agreement proceeds to these investors (see Note 6) was recognized in additional paid-in capital for the $0.9 million purchase price of the 35 units. During the fiscal year ended June 30, 2025, the Company issued 4,220,986 common shares to the Note holders pursuant to the debt conversion option in lieu of cash payment of $3.6 million (see Note 12). The fair value of the common shares issued of $4.2 million was recorded in additional paid-in capital for this transaction. During the fiscal year ended June 30, 2025, the Company recognized stock-based compensation expense of $14.7 million, which was an increase to additional paid-in capital of $13.9 million and an increase to the equity compensation liability of less than $0.1 million. Stock-based compensation expense also included $0.7 million related to the excess fair value related to warrants issued to the insiders and the incremental fair value from modification of certain warrants discussed above. On November 13, 2024, the Companys shareholders approved the Companys 2024 Employee Stock Purchase Plan (the 2024 ESPP). The 2024 ESPP provides the Companys employees with the ability to contribute a portion of their earnings to purchase the Companys shares of common stock. Pursuant to the terms of the 2024 ESPP, the Companys executive officers and all of its other employees will be allowed to participate in the 2024 ESPP. During the period, employees purchased 389,349 shares under the 2024 ESPP with an aggregate purchase price of $0.3 million. On December 23, 2024, the Company entered into a securities purchase agreement with two institutional investors including the Buyers for the purchase and sale of (i) 5,000,000 shares its common stock, and (ii) warrants exercisable for up to an aggregate of 5,000,000 shares of common stock for a combined offering price of $1.00 per share and accompanying warrant. The warrants have an exercise price of $1.10 per share, are exercisable immediately from the date of issuance and expire five years from the initial exercise date. On December 27, 2024, the Company entered into another securities purchase agreement with two institutional investors including the Buyers for the purchase and sale of (i) 3,773,586 shares of its common stock, and (ii) warrants exercisable for up to an aggregate of 3,773,586 shares of common stock for a combined offering price of $2.65 per share and accompanying warrant. The warrants have an exercise price of $2.80 per share, will be exercisable immediately from the date of issuance and will expire five years from the initial exercise date. The Company received total proceeds from both December 2024 securities purchase agreements of $15.0 million, net of offering costs of $1.1 million, which were recorded to additional paid-in capital as the Company determined the warrants met the equity classification criteria. | F-24 | | | | | The Company had the following potentially dilutive shares outstanding as of June 30: Schedule of Potentially Dilutive Shares Outstanding | | | 2025 | | | 2024 | | | | Convertible notes | | | 9,501,948 | | | | 769,342 | | | | Warrants | | | 17,380,150 | | | | 6,928,758 | | | | Share awards outstanding | | | 8,583,466 | | | | 3,428,604 | | | | Total potentially dilutive | | | 35,465,564 | | | | 11,126,704 | | | *Fiscal year ended June 30, 2024* During the period the Company issued 1,326 common shares that were previously listed as issuable as of June 30, 2023. These shares for professional services relate to previously earned board compensation. During the period, the Company issued 1,306,480 common shares with an issuance date fair value of $5.3 million to executives, directors and employees pursuant to share award service and performance achievements. This included 171,500 RSUs granted upon election by officers of the Company to receive warrants and RSUs in lieu of cash bonuses. On July 28, 2023, the Company recorded an increase of $0.2 million to stockholders equity for the change in fair value between the balance sheet date of June 30, 2023 and the fair value on the date the shares were returned. These shares were pursuant to the Company modifying its building purchase agreement to nullify a $1.5 million indemnification requirement and reclaim 128,205 shares that it had previously issued to the Selling Stockholder (See Note 6). During the period, the Company filed prospectus supplements related to the offer and sale from time to time of up to 8,666,667 common shares directly by the Company at market prices, to Tysadco Partners, LLC, a Delaware limited liability company (Tysadco), pursuant to the terms of written sales agreement(s) (Tysadco Agreement). Pursuant to the Tysadco Agreement, the Company may offer and sell up to 8,666,667 common shares of the Company at a purchase price of 95% of the weighted-average price, with a minimum request of 33,333 shares. During the period, the Company sold 8,209,262 common shares for total proceeds of $27.8 million, of which $1.5 million is recorded as a subscription receivable offset within equity on the consolidated balance sheet at June 30, 2024. During the year ended June 30, 2025, the Company recorded a credit loss of $1.5 million against the outstanding subscription receivable balance. The credit loss reflects managements assessment that the receivable is no longer collectible. Accordingly, the Company reduced the carrying value of the subscription receivable and recognized the corresponding loss as a credit loss expense within other income (expenses) on the Statement of Operations. On April 3, 2024, the Company entered into an ATM sales agreement with Virtu Americas LLC, pursuant to which the Company may offer and sell, from time to time through the sales agent, shares (the Shares) of the Companys common stock, par value $0.001 per share, having an aggregate offering price of up to $50,000,000, subject to the terms and conditions of the Sales Agreement. The Company has filed a prospectus supplement to its registration statement on Form S-3 (File No. 333-252492) offering the Shares. During the period, the Company sold 9,109,573 common shares for total proceeds of $12.1 million, of which $0.6 million is recorded as a subscription receivable on the consolidated balance sheet at June 30, 2024. During the period, the Company issued 45,545 common shares pursuant to cashless exercise of 50,000 share purchase warrants exercised as of June 30, 2023. During the period, the Company received cash proceeds of $37,500 pursuant to 33,334 share purchase warrants. Also, during the period, the Company issued 39,883 common shares pursuant to cashless exercise of 66,667 share purchase warrants. During the period, the Company recognized stock-based compensation expense of approximately $14.6 million, which was an increase to additional paid-in capital of approximately $14.2 million and an increase in the equity compensation liability of $0.4 million. Stock-based compensation in additional paid-in capital also includes $0.3 million of bonuses settled in equity awards in lieu of cash. Of total stock-based compensation, approximately $7.5 million was recognized for officers and directors of the Company. | F-25 | | | | | | 15. | Share Purchase Warrants | | During the fiscal year ended June 30, 2024, there were 118,762 common shares issued related to warrants exercised, of which 85,428, common shares were issued pursuant to cashless exercise. In addition, there were 539,435 warrants vested related to previously granted stock-based compensation to officers of the Company, and of those, 171,500 warrants granted upon election by officers of the Company to receive warrants and RSUs in lieu of cash bonuses. The weighted average grant date fair value of warrants issued during the fiscal year ended June 30, 2024 totaled $1.90. The warrants have a contractual term of five years and vest over the respective employees requisite service period of 3three to five years. During the fiscal year ended June 30, 2025, there were 14,360,308 total warrants issued. The Company issued 3,548,426 warrants pursuant to the Private Placement (see Note 14), of which 898,426 warrants were purchased by employees of the Company, 900,000 were purchased by accredited investors, and 1,750,000 warrants were cancelled per the rescission agreement executed with certain investors in November 2024 (see Note 13). The Company also issued 8,773,586 warrants in December 2024 in connection with the securities purchase agreements (see Note 14). The Company issued 196,176 warrants under its compensation arrangements (see Note 16). In February 2025, the Company issued 1,842,120 warrants to accredited investors that had previously rescinded private placement agreements (see Note 14). Schedule of Share Purchase Warrants Activity | | | Number of Warrants | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contractual Term | | | Aggregate Intrinsic Value | | | | | | | | | | | | | | | | | | | Balance, June 30, 2023 | | | 5,729,360 | | | $ | 14.53 | | | | | | | | | | | | Granted | | | 1,407,135 | | | | 4.96 | | | | | | | | | | | | Exercised | | | (100,002 | ) | | | 1.13 | | | | | | | | | | | | Expired | | | (107,735 | ) | | | 3.75 | | | | | | | | | | | | Balance, June 30, 2024 | | | 6,928,758 | | | $ | 12.95 | | | | | | | | | | | | Granted | | | 14,360,308 | | | | 1.56 | | | | | | | | | | | | Rescinded | | | (1,750,000 | ) | | | 1.00 | | | | | | | | | | | | Exercised | | | (416,670 | ) | | | 1.13 | | | | | | | | | | | | Expired | | | (1,742,246 | ) | | | 10.46 | | | | | | | | | | | | Balance, June 30, 2025 | | | 17,380,150 | | | $ | 5.28 | | | | 3.65 | | | $ | - | | | | Exercisable, June 30, 2025 | | | 16,810,482 | | | $ | 5.26 | | | | 3.63 | | | $ | - | | | | 16. | Equity Compensation Awards | | The Company established the 2021 Retention Plan (the Retention Plan) to issue shares in the effort to retain key executives, directors, and employees. The Retention Plan allows for several different types of awards to be granted, including but not limited to, warrants, restricted share units and restricted share awards, collectively referred to as share awards. Share awards generally have the same expense characteristics under US GAAP and generally vest over a four-year period at a rate of 25% per annum. Under the Retention Plan, the Company is authorized to issue shares of common stock to employees and non-employees up to ten percent (10%) of the total number of shares of common stock outstanding as of December 31, 2022, on a fully diluted basis. The Company adjusts the authorized shares under the plan each December 31, while the Retention Plan remains in effect. During the fiscal year ended June 30, 2025 and 2024, the Company granted 9.5 million and 3.3 million share awards, respectively, under the Retention Plan. | F-26 | | | | | The table below reflects the share award activity for the periods ended June 30, 2025 and 2024: Schedule of Restricted Shares and Restricted Share Units Non-Vested | | | Units | | | Weighted- Average Grant Date Fair Value per Unit | | | | | | | | | | | | | Unvested share awards at June 30, 2023 | | | 1,736,376 | | | | 8.25 | | | | Granted | | | 3,290,268 | | | | 3.51 | | | | Vested | | | (1,306,480 | ) | | | 5.29 | | | | Forfeitures | | | (291,560 | ) | | | 5.94 | | | | | | | | | | | | | | | Unvested share awards at June 30, 2024 | | | 3,428,604 | | | | 5.02 | | | | Granted | | | 9,454,729 | | | | 1.03 | | | | Vested | | | (3,135,227 | ) | | | 2.59 | | | | Forfeitures | | | (1,164,640 | ) | | | 1.94 | | | | Unvested awards at June 30, 2025 | | | 8,583,466 | | | $ | 1.93 | | | As awards are granted, stock-based compensation equivalent to the fair market value of the underlying common stock on the date of grant is expensed over the requisite service period, generally four years with a maximum contractual term of ten years, using the graded vesting attribution method as acceptable under ASC 718, Stock-Based Compensation. The Company accounts for forfeitures as they occur. The fair value of share awards that vested during the fiscal year ended June 30, 2025 and 2024, totaled $4.0 and $5.3 million, respectively. The Company recognized stock-based compensation expense of $ 14.7 million and $14.6 million for the fiscal years ended June 30, 2025 and 2024, respectively. Of these amounts, $6.2 million and $7.5 million, respectively, were related to officers and directors of the Company. For the fiscal years ended June 30, 2025 and 2024, total stock-based compensation expense included $4.3 million and $1.9 million, respectively, related to warrants awarded to officers of the Company. As of June 30, 2025 and 2024, the equity compensation liability totaled nil and $0.4 million related to warrants awarded to officers of the Company, respectively. As of June 30, 2024 several grant performance targets for the fiscal year ended June 30, 2024 were defined via employee and retention agreements. These performance targets were yet achieved by employees and officers; thus, the Company deferred recognition of stock-based compensation expense of $0.4 million until such achievements until they were deemed probable and achievement and approval by the board of directors occurred. The expense was recognized during fiscal year 2025. As of June 30, 2025, there were approximately $14.3 million of unamortized expenses relating to outstanding equity compensation awards to be recognized over a remaining weighted-average period of 2.99 years. The table below presents the stock-based compensation expense per respective line item of the consolidated statements of operations for the fiscal years ended June 30: Schedule of Stock-Based Compensation Expense | | | 2025 | | | 2024 | | | | | | | | | | | | | Cost of goods sold | | $ | 810,924 | | | $ | 196,829 | | | | General and administrative | | | 9,317,883 | | | | 7,372,695 | | | | Research and development | | | 4,333,983 | | | | 5,852,392 | | | | Exploration | | | 191,017 | | | | 1,144,402 | | | | Total stock-based compensation | | $ | 14,653,807 | | | $ | 14,566,318 | | | Executive officers and selected other key employees are eligible to receive common share performance-based awards, as determined by the board of directors. The payouts, in the form of share awards, vary based on the degree to which corporate operating objectives are met. These performance-based awards typically include a service-based requirement, which is generally four years. | F-27 | | | | | | 17. | Income Taxes | | The Company has not recognized any income tax provisions for the fiscal years ended June 30, 2025 and 2024. The U.S. federal corporate statutory rate of 21.0% is the applicable corporate tax rate used for fiscal years ended June 30, 2025 and 2024. The statutory rate differs from the Companys computed expected tax recovery rate due to the following adjustments for the fiscal years ended June 30: Schedule of Federal Income Tax provision | | | 2025 | | | 2024 | | | | | | | | | | | | | Net loss before taxes | | $ | (46,762,625 | ) | | $ | (52,501,819 | ) | | | Statutory Rate | | | 21 | % | | | 21 | % | | | | | | | | | | | | | | Computed expected tax recovery | | | (9,839,003 | ) | | | (11,025,382 | ) | | | | | | | | | | | | | | State income tax (benefit), net of federal benefit | | | (1,080,844 | ) | | | (315,287 | ) | | | Section 162(m) adjustments | | | - | | | | 71,043 | | | | Other permanent tax differences | | | 537,794 | | | | (121,985 | ) | | | Share-based compensation RSUs/PSUs | | | 1,351,909 | | | | 701,362 | | | | Uncertain tax positions | | | - | | | | (219,450 | ) | | | Tax credit | | | (11,697 | ) | | | - | | | | Deferred adjustments and other | | | (501,191 | ) | | | (518,766 | ) | | | Change in valuation allowance | | | 9,543,032 | | | | 11,428,465 | | | | | | | | | | | | | | | Total income tax provision | | $ | - | | | $ | - | | | The significant components of deferred income tax assets and liabilities at June 30, after applying the statutory corporate income tax rate, are as follows for the fiscal years ended June 30: Schedule of Deferred Income Tax Assets and Liabilities | | | 2025 | | | 2024 | | | | | | | | | | | | | Net operating losses | | $ | 30,864,583 | | | $ | 25,676,852 | | | | Stock-based compensation | | | 4,097,550 | | | | 2,472,597 | | | | Section 174 capitalization | | | 2,328,383 | | | | 1,938,732 | | | | Other temporary differences | | | 420,994 | | | | 390,384 | | | | Fixed assets and intangibles | | | 4,007,255 | | | | 1,697,171 | | | | Valuation allowance | | | (41,718,765 | ) | | | (32,175,736 | ) | | | | | | | | | | | | | | Net deferred tax asset | | $ | - | | | $ | - | | | We believe that it is more likely than not that the benefit from our net deferred tax assets will not be realized. At June 30, 2025 and 2024, respectively, we have provided a valuation allowance of $41.7 and $32.2 million against our deferred taxes. If our assumptions change and we determine that we will be able to realize these deferred tax asset amounts, the Company will adjust its disclosures appropriately. As of June 30, 2025, the Company has accumulated federal and state net operating loss carryforwards of approximately $141.8, and $15.6 million, respectively. If unused, $2.5 million of our federal net operating loss carryforwards will expire in 2032, and $139.2 million will carry forward indefinitely. $2.6 million of our state net operating loss carryforwards will begin to expire in 2041 and $13.0 million will carryforward indefinitely. In addition, under the Tax Cuts and Jobs Act (Tax Act) the amount of federal net operating losses generated in taxable periods beginning after December 31, 2017, that we are permitted to deduct in any taxable year is limited to 80% of our taxable income in such year, where taxable income is determined without regard to the net operating loss deduction itself. The Tax Act generally eliminates the ability to carry back any net operating loss to prior taxable years, while allowing post-2017 unused net operating losses to be carried forward indefinitely. The Company also has $66.2 thousand of federal Research and Development Credit carryforwards will expire in 2042. Utilization of net operating losses, credit carryforwards, and certain deductions may be subject to a substantial annual limitation due to ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The tax benefits related to future utilization of federal and state net operating losses, tax credit carryforwards, and other deferred tax assets may be limited or lost if cumulative changes in ownership exceeds 50% within any three-year period. Additional limitations on the use of these tax attributes could occur in the event of possible disputes arising in examinations from various taxing authorities. Any net operating loss or credit carryforwards that will expire prior to utilization as a result of such limitations will be removed from deferred tax assets. The Company has recorded uncertain tax positions (UTP) that result in unrecognized tax benefits recorded on the books of the Company. The unrecognized tax benefits for the Company are as follows as of June 30: Schedule of Unrecognized Tax Benefits | | | 2025 | | | 2024 | | | | Unrecognized tax benefits, beginning of period | | $ | - | | | $ | 219,450 | | | | Decrease during the period | | | - | | | | (219,450 | ) | | | Increase during the period | | | - | | | | | | | | | | | | | | | | | | | Unrecognized tax benefits, end of period | | $ | - | | | $ | - | | | | F-28 | | | | | The Company does not have an accrual for interest or penalties related to uncertain tax positions as of June 30, 2025. The Company files U.S. income tax returns with varying statutes of limitations. The tax returns for fiscal years ended September 30, 2016, to June 30, 2025, remain open to examination due to the carryover of unused NOL carryforwards and tax credits. The Company is not under examination by any tax authority as of June 30, 2025. | 18. | Segment and Other Information | | The Company has determined that its Chief Executive Officer is its chief operating decision maker (CODM). The Company operates as a single business operating segment, which includes all activities related to the exploration of new primary resources of battery metals, in the development and commercialization of new technologies for the extraction of these battery metals from primary resources, and in the commercialization of an internally developed integrated process for the recycling of lithium-ion batteries. Accordingly, the CODM uses consolidated net income to assess financial performance and inform decisions on how to allocate resources. The financial information provided to the CODM does not contain significant disaggregated expenses outside of what is already disclosed in the statements of operations. Revenue from three major customers during the years ended June 30, 2025 and 2024 accounted for 74% of the fiscal year ended June 30, 2025 revenue. Substantially all of the Companys long-lived assets and operating lease right-of-use assets were located in the United States as of June 30, 2025 and 2024. | 19. | Supplemental Statement of Cash Flow Disclosures | | For the fiscal years ended June 30: Schedule of Statement of Cash Flow Disclosures | | | 2025 | | | 2024 | | | | | | | | | | | | | Supplemental disclosures: | | | | | | | | | | | | | | | | | | | | | | Interest paid | | $ | 19,446 | | | $ | 29,006 | | | | | | | | | | | | | | | Non-cash investing and financing activities: | | | | | | | | | | | | | | | | | | | | | | Purchases of property and equipment accrued in current liabilities | | | 283,278 | | | | 996,970 | | | | Deposits capitalized as investing activities | | | - | | | | 28,020,465 | | | | Right-of-use asset obtained in exchange for lease liability | | | 367,643 | | | | - | | | | Debt payment satisfied with common shares | | | 3,742,580 | | | | - | | | | Other receivables recognized as financing activities | | | - | | | | 608,333 | | | | Payable forgiven in exchange for subscription agreement | | | 875,000 | | | | | | | | Assets transferred to assets held-for-sale | | | 3,752,544 | | | | 18,662,575 | | | | Settlement of cash bonuses with equity awards | | | - | | | | 343,000 | | | **** **** | F-29 | | | | | **** | 20. | Commitments and Contingencies | | From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Except as otherwise identified herein, management is currently not aware of any such legal proceedings or claims that could have, individually or in aggregate, a material adverse effect on our business, financial condition, or operating results. *Operating Leases* The Company leases its principal office location in Reno, Nevada. It also leases lab space at the University of Nevada, Reno on short term leases. The principal office location lease expires on November 30, 2027 and the Lab leases expire on February 1, 2026. Consistent with the guidance in ASC 842, The Company has recorded the principal office lease in its consolidated balance sheet as an operating lease. For further information on operating lease commitments, see Note 10. *Financial Assurance* Nevada and other states, as well as federal regulations governing mine operations on federal land, require financial assurance to be provided for the estimated costs of mine reclamation and closure, including groundwater quality protection programs. The Company has satisfied financial assurance requirements using a combination of cash bonds and surety bonds. The amount of financial assurance the Company is required to provide will vary with changes in laws, regulations, reclamation and closure requirements, and cost estimates. At June 30, 2025, the Companys financial assurance obligations associated with U.S. mine closure and reclamation/restoration cost estimate totaled $0.1 million, for which the Company is legally required to satisfy its financial assurance obligations for its mining properties in Tonopah, Nevada. The Company was previously released of all of its liability in the Railroad Valley region of Nevada. | 21. | Subsequent Events | | Subsequent to year end and up until filing, management has leveraged the Companys inclusion in the Russell 2000 to raise capital through the At-the-Market Offering facility, received proceeds from warrant exercises, and benefited from High Trails full debt conversion and release of restricted cash. As a result, the Companys net cash position improved significantly to $25.4 million as of September 15, 2025. On July 18, 2025, the Buyers converted $5,000,000 of the 2024 Notes into shares of common stock of the Company at a conversion rate of 1,333.33 shares of common stock per $1,000 of principal amount. Total common shares of 6,666,651 were issued with a fair market value of $16.0 million. On July 23, 2025, one of the Companys institutional investors exercised 4,000,000 common stock warrants at an exercise price of $1.10 per share. The warrant exercise resulted in gross proceeds of approximately $4.4 million to the Company. The shares were issued in accordance with the original warrant terms. As of June 30, 2025, the Company had $5.0 million classified as restricted cash. Subsequent to year-end, on July 29, 2025, the restrictions were lifted, and the funds became available for general use. As the restriction was still in place as of the balance sheet date, the cash remains classified as restricted. At June 30, 2025, the Company classified land and a building at its Fernley, Nevada location as assets held for sale. On July 28, 2025, a potential buyer canceled the Commercial/Investment Property Purchase Agreement and Joint Escrow Instructions. The Company plans to make improvements to the property in fiscal year 2026, including obtaining a final certificate of occupancy (COO) and completing other upgrades. The property will reclassified into property, plant and equipment during the first quarter of fiscal year 2026. On August 20, 2025, the Buyers converted $3,000,000 of the 2024 Notes into shares of common stock of the Company at a conversion rate of 945.0992 shares of common stock per $1,000 of principal amount. Total common shares of 2,835,299 were issued with a fair market value of $6.9 million. | F-30 | | | | | **Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure** None. **Item 9A. Controls and Procedures** **Controls and Procedures** **Evaluation of Disclosure Controls and Procedures.** We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (the Exchange Act). Disclosure controls and procedures are controls and other procedures designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized, and reported within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Companys management, with the participation of the Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of June 30, 2025, the end of the period covered by this report. Based on such evaluation, the Companys Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2025, the Companys disclosure controls and procedures are not effective, based on the material weakness described below. **Managements Report on Internal Control over Financial Reporting.** Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Management, with the participation of the principal executive officer and principal financial officer, under the oversight of our Board of Directors, assessed the effectiveness of our internal control over financial reporting as of June 30, 2025 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework). Based on this assessment, management concluded that, as of June 30, 2025, our internal control over financial reporting was not effective, due to the material weakness in internal control over financial reporting, described below. | 36 | | Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including the individuals serving as our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. **Material Weaknesses in Internal Control over Financial Reporting** As previously disclosed in our 2024 Form 10-K, we identified the following material weaknesses: The Company did not have a sufficient complement of personnel with appropriate technical expertise to perform an effective risk assessment of complex transactions and account for such transactions properly. In addition, the Company did not maintain proper segregation of duties related to accounting processes. As a consequence, internal control deficiencies related to the design and operation of process-level controls were determined to be pervasive throughout the Companys financial reporting processes. **Remediation Plan** **Remediation Efforts for Identified Material Weaknesses** We have implemented, and are continuing to design and implement, measures to remediate the control deficiencies that resulted in the material weaknesses identified in our internal control over financial reporting. **** **Remediation Measures Implemented:** **** | | We have hired finance and accounting personnel with the appropriate technical expertise and experience to support the establishment and maintenance of effective internal control over financial reporting. | | | | | | | | | We have designed and implemented enhancements to our controls to address the evaluation of technical accounting aspects of material and complex transactions. | | | | | | | | | We have redesigned and implemented controls to strengthen segregation of duties within key financial processes. | | **** **Remediation Measures in Progress:** **** | | We are designing and implementing controls related to our internal control risk assessment process, including the identification and response to relevant risks. | | | | | | | | | We are designing and implementing general information technology (IT) controls, including logical access and program change controls, and are in the process of hiring qualified IT personnel. | | | | | | | | | We are designing and implementing controls over the evaluation and oversight of relevant service organizations. | | | | | | | | | We plan to engage third-party consultants to assist management in evaluating the design and implementation of internal controls over financial reporting. | | | | | | | | | The Company is currently conducting a search for a permanent Chief Financial Officer with relevant and extensive experience in accounting and finance. | | Considering the remediation measures implemented, we have concluded that the material weakness related to not having a sufficient complement of personnel with appropriate technical expertise to perform an effective risk assessment of complex transactions and account for such transactions properly is remediated. We will consider the remaining material weakness remediated when the relevant controls have been fully implemented, have operated for a sufficient period of time, and when management has concluded, through testing, that these controls are operating effectively. We expect to remediate the remaining material weakness by the end of fiscal year 2026. As we continue to monitor and evaluate the effectiveness of our internal control over financial reporting, we may implement additional changes or enhancements as deemed necessary. | 37 | | **Item 9B. Other Information** None. **Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections** Not applicable. **PART III** Certain information required by Part III is omitted from this report because the Company will file a definitive proxy statement within 120 days after the end of its fiscal year pursuant to Regulation 14A (the Proxy Statement) for its annual meeting of stockholders, and certain information included in the Proxy Statement is incorporated herein by reference. **Item 10. Directors, Executive Officers, and Corporate Governance** The information required by this Item 10 will be set forth in the Proxy Statement and is incorporated in this report by reference. **Item 11. Executive Compensation** The information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference. **Item 12. Security Ownership of Certain Beneficial Owners and Management** The information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference. **Securities Authorized for Issuance under Equity Compensation Plans** The information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference. **Item 13. Certain Relationships and Related Party Transactions and Director Independence** The information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference. **Item 14. Principal Accounting Fees and Services** The information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference. | 38 | | **PART IV** **Item 15. Exhibits and Financial Statement Schedules.** The following exhibits are either provided with this Annual Report or are incorporated herein by reference: | | | | | Filed or Furnished | | Incorporated | | By | | Reference | | | Exhibit | | Description | | Herewith | | Date | | Form | | Exhibit | | | 3.1 | | Articles of Incorporation, as amended | | | | 12-Sep-22 | | 10-K | | 3.1 | | | 3.2 | | Certificate of Amendment to Articles of Incorporation | | | | 14-Nov-24 | | 8-K | | 3.1 | | | 3.3 | | Amended and Restated Bylaws | | | | 14-Sep-22 | | 8-K | | 3.1 | | | 3.4 | | Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock | | | | 8-Oct-19 | | 8-K | | 3.1 | | | 3.5 | | Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock | | | | 19-Feb-20 | | 8-K | | 3.1 | | | 3.6 | | Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock | | | | 5-Nov-20 | | 8-K | | 3.1 | | | 3.7 | | Certificate of Designation of Series D Preferred Stock | | | | 20-Sept-24 | | 8-K | | 3.1 | | | 4.1 | | Form of Series A Warrant | | | | 4-Apr-23 | | 8-K | | 4.1 | | | 4.2 | | Form of Series B Warrant | | | | 4-Apr-23 | | 8-K | | 4.2 | | | 4.3 | | Form of Placement Agent Warrant | | | | 4-Apr-23 | | 8-K | | 4.3 | | | 4.4 | | Form of Common Stock Purchase Warrant | | | | 23-Dec-24 | | 8-K | | 4.1 | | | 4.5 | | Form of Common Stock Purchase Warrant | | | | 27-Dec-24 | | 8-K | | 4.1 | | | 4.6 | | Form of Senior Secured Convertible Note | | | | 21-Feb-25 | | S-1/A | | 4.1 | | | 4.7 | | Form of Warrant | | | | 30-May-25 | | S-3 | | 4.1 | | | 4.8 | | Form of 2023 Unit Subscription Agreement | | | | 20-June-25 | | S-3/A | | 4.1 | | | 4.9 | | Form of 2023 Series A Warrant | | | | 20-June-25 | | S-3/A | | 4.2 | | | 4.10 | | Form of 2023 Series B Warrant | | | | 20-June-25 | | S-3/A | | 4.3 | | | 4.11 | | Form of 2024 Unit Subscription Agreement (Common Stock and Series A and B Warrants) | | | | 20-June-25 | | S-3/A | | 4.4 | | | 4.12 | | Form of 2024 Series A Warrant | | | | 20-June-25 | | S-3/A | | 4.5 | | | 4.13 | | Form of 2024 Series B Warrant | | | | 20-June-25 | | S-3/A | | 4.6 | | | 4.14 | | Form of 2024 Unit Subscription Agreement (Common Stock and Series A Warrants) | | | | 20-June-25 | | S-3/A | | 4.7 | | | 4.15 | | Form of 2024 Series A Warrant (for Units without Series B Warrants) | | | | 20-June-25 | | S-3/A | | 4.8 | | | 4.16 | | Form of 2025 Unit Subscription Agreement | | | | 20-June-25 | | S-3/A | | 4.9 | | | 4.17 | | Form of 2025 Warrant | | | | 20-June-25 | | S-3/A | | 4.10 | | | 10.1 | | Employment Agreement of Andres Meza | | | | 11-Jan-23 | | 8-K | | 10.2 | | | 10.2 | | Employment Agreement of Scott Jolcover | | | | 11-Jan-23 | | 8-K | | 10.1 | | | 10.3 | | Employment Agreement of Jesse Deutsch | | | | 17-May-23 | | 8-K | | 10.1 | | | 10.4 | | Employment Agreement of Ryan Melsert | | | | 5-Aug-22 | | 8-K | | 10.1 | | | 10.5 | | Exploration License with Option to Purchase, dated September 1, 2021, between American Battery Technology Company and 1317038 Nevada Ltd. | | | | 15-Jul-22 | | 8-K | | 10.1 | | | 10.6 | | Escrow Services Agreement | | | | 15-Jul-22 | | 8-K | | 10.2 | | | 10.7 | | Asset Purchase Agreement, dated March 1, 2023, between American Battery Technology Company and LiNiCo Corporation | | | | 27-Sep-23 | | 10-K | | 10.7 | | | 10.8 | | Second Amended and Restated Membership Interest Purchase Agreement, dated April 21, 2023, between American Battery Technology Company and LiNiCo Corporation | | | | 27-Sep-23 | | 10-K | | 10.8 | | | 39 | | | 10.9 | | Purchase and Sale Agreement, dated May 12, 2023, between American Battery Technology Company and Bow River Capital RE III LLC | | | | 27-Sep-23 | | 10-K | | 10.9 | | | 10.10 | | Credit Agreement, dated May 17, 2023, between American Battery Technology Company and Mercuria Investments US, Inc. | | | | 27-Sep-23 | | 10-K | | 10.10 | | | 10.11 | | Marketing Agreement, dated May 17, 2023, between American Battery Technology Company and Mercuria Energy America, LLC | | | | 27-Sep-23 | | 10-K | | 10.11 | | | 10.12 | | Form of Securities Purchase Agreement | | | | 4-Apr-23 | | 8-K | | 10.1 | | | 10.13 | | DOE Grant Award DE-EE0006250, dated August 16, 2021 | | | | 27-Sep-23 | | 10-K | | 10.13 | | | 10.14 | | DOE Grant Award DE-EE0009430, dated October 1, 2021 | | | | 27-Sep-23 | | 10-K | | 10.14 | | | 10.15 | | Amended Director Agreement between American Battery Technology Company and Rick Fezell dated, September 22, 2023 | | | | 28-Sep-23 | | 8-K | | 10.1 | | | 10.16 | | Amended Director Agreement between American Battery Technology Company and Elizabeth Lowery dated, September 22, 2023 | | | | 28-Sep-23 | | 8-K | | 10.3 | | | 10.17 | | Amended Director Agreement between American Battery Technology Company and Sherif Marakby dated, September 22, 2023 | | | | 28-Sep-23 | | 8-K | | 10.4 | | | 10.18 | | Amended Offer Letter between American Battery Technology Company and Scott Jolcover dated, November 29, 2023 | | | | 4-Dec-23 | | 8-K | | 10.1 | | | 10.19 | | Amended Offer Letter between American Battery Technology Company and Ryan Melsert dated, December 1, 2023 | | | | 4-Dec-23 | | 8-K | | 10.2 | | | 10.20 | | Form of Securities Purchase Agreement | | | | 15-Nov-23 | | 10-Q/A | | 10.1 | | | 10.21 | | Form of Convertible Note | | | | 15-Nov-23 | | 10-Q/A | | 10.2 | | | 10.22 | | Assistance Agreement between the Company and the United States Department of Energy, dated September 1, 2023 | | | | 15-Nov-23 | | 10-Q/A | | 10.3 | | | 10.22 | | Assistance Agreement between the Company and the United States Department of Energy, dated September 27, 2023 | | | | 15-Nov-23 | | 10-Q/A | | 10.4 | | | 10.23 | | Amendment to Offer Letter between American Battery Technology Company and Scott Jolcover dated, March 15, 2024 | | | | 18-Mar-24 | | 8-K | | 10.1 | | | 10.24 | | Amendment to Offer Letter between American Battery Technology Company and Ryan Melsert dated, March 15, 2024 | | | | 18-Mar-24 | | 8-K | | 10.2 | | | 10.25 | | ATM Sales Agreement dated April 3, 2024, by and between the Company and Virtu Americas LLC | | | | 3-Apr-24 | | 8-K | | 10.1 | | | 10.26 | | Settlement Agreement, dated July 3, 2024, between American Battery Technology Company and Mercuria Energy America, LLC** | | | | 10-Jul-24 | | 8-K | | 10.1 | | | 10.27 | | Offer Letter, dated August 26, 2024, between American Battery Technology Company and Steven Wu | | | | 26-Aug-24 | | 8-K | | 10.1 | | | 10.28 | | Release Agreement, dated August 26, 2024, between American Battery Technology Company and Andrs Meza | | | | 26-Aug-24 | | 8-K | | 10.2 | | | 40 | | | 10.29 | | Subscription and Investment Representation Agreement, dated September 16, 2024, by and between American Battery Technology Company and Ryan Melsert | | | | 20-Sept-24 | | 8-K | | 10.1 | | | 10.30 | | Offer Letter, dated November 21, 2024, between American Battery Technology Company and Jesse Deutsch | | | | 27-Nov-24 | | 8-K | | 10.1 | | | 10.31 | | Offer Letter, dated November 21, 2024, between American Battery Technology Company and Ryan Melsert | | | | 27-Nov-24 | | 8-K | | 10.2 | | | 10.32 | | Offer Letter, dated November 21, 2024, between American Battery Technology Company and Stevn Wu | | | | 27-Nov-24 | | 8-K | | 10.3 | | | 10.33 | | Offer Letter, dated November 21, 2024, between American Battery Technology Company and Scott Jolcover | | | | 27-Nov-24 | | 8-K | | 10.4 | | | 10.34 | | American Battery Technology Company 2024 Employee Stock Purchase Plan | | | | 2-Dec-24 | | S-8 | | 99.2 | | | 10.35 | | Amendment to Securities Purchase Agreement, dated November 14, 2024, by and among American Battery Technology Company, High Trail Investments ON LLC and High Trail Special Situations LLC (including Form of Senior Secured Convertible Note) | | | | 13-Dec-24 | | S-1 | | 10.1 | | | 10.36 | | Placement Agency Agreement, dated December 19, 2024, between American Battery Technology Company and A.G.P./Alliance Global Partners | | | | 23-Dec-24 | | 8-K | | 1.1 | | | 10.37 | | Form of Securities Purchase Agreement, dated December 19, 2024, between American Battery Technology Company and investors named therein | | | | 23-Dec-24 | | 8-K | | 10.1 | | | 10.38 | | Amendment to Subsequently Purchased Notes, dated December 19, 2024, between American Battery Technology Company and the investors named therein | | | | 23-Dec-24 | | 8-K | | 10.2 | | | 10.39 | | Placement Agency Agreement, dated December 26, 2024, between American Battery Technology Company and A.G.P./Alliance Global Partners | | | | 27-Dec-24 | | 8-K | | 1.1 | | | 10.40 | | Form of Securities Purchase Agreement, dated December 26, 2024, between American Battery Technology Company and investors named therein | | | | 27-Dec-24 | | 8-K | | 10.1 | | | 10.41 | | Offer Letter, dated July 3, 2024, between American Battery Technology Company and Paul McGarry | | | | 10-Jan-25 | | 8-K | | 10.1 | | | 10.42 | | Amendment to Securities Purchase Agreement, dated December 20, 2024, by and among American Battery Technology Company, High Trail Investments ON LLC and High Trail Special Situations LLC | | | | 14-Feb-25 | | 10-Q | | 10.7 | | | 10.43 | | DOE Grant Award DE-MS0000104, dated December 16, 2024 | | | | 14-Feb-25 | | 10-Q | | 10.11 | | | 10.44 | | Offer Letter, by and between American Battery Technology Company and Jesse Deutsch, executed February 13, 2025 | | | | 14-Feb-25 | | 10-Q | | 10.12 | | | 10.45 | | Commercial/Investment Property Purchase Agreement and Joint Escrow Instructions, dated April 1, 2025, between American Battery Technology Company, Steven Pokrajaz and Corina Pokrajac | | | | 15-May-25 | | 10-Q | | 10.1 | | | 10.46 | | Banked Water Purchase Agreement among American Battery Technology Company and H2O NV Investments LLC | | | | 15-May-25 | | 10-Q | | 10.2 | | | 19.1 | | Insider Trading Policy | | x | | | | | | | | | 21.1 | | Subsidiaries of American Battery Technology Company | | | | 27-Sep-23 | | 10-K | | 21.1 | | | 41 | | | 23.1 | | Consent of KPMG LLP | | x | | | | | | | | | 31.1 | | Certification of Chief Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | x | | | | | | | | | 31.2 | | Certification of Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | x | | | | | | | | | 32.1 | | Certification of Chief Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | x | | | | | | | | | 32.2 | | Certification of Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | x | | | | | | | | | 96.1 | | Amended Resource Estimate and Initial Assessment with Project Economics for the Tonopah Flats Lithium Project, Esmeralda and Nye Counties, Nevada, USA | | | | 25-Apr-24 | | 8-K | | 96.1 | | | 97 | | American Battery Technology Company Clawback Policy | | x | | | | | | | | | 101 | | INS Inline XBRL Instant Document. | | x | | | | | | | | | 101 | | SCH Inline XBRL Taxonomy Extension Schema Document | | x | | | | | | | | | 101 | | CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document | | x | | | | | | | | | 101 | | LAB Inline XRBL Taxonomy Label Linkbase Document | | x | | | | | | | | | 101 | | PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document | | x | | | | | | | | | 101 | | DEF Inline XBRL Taxonomy Extension Definition Linkbase Document | | x | | | | | | | | | 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | | | | | | | | | | | | | | | | | | | | | | | x | | Filed herewith | | | | | | | | | | | xx | | Furnished herewith | | | | | | | | | | **Item 16. Form 10-K Summary.** None. | 42 | | **SIGNATURES** Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. | | AMERICAN BATTERY TECHNOLOGY COMPANY (Registrant) | | | | | | | | Date: September 18, 2025 | By: | /s/ Ryan Melsert | | | | Name: | Ryan Melsert | | | | Title: | Chief Executive Officer (Principal Executive Officer) | | | | | | | | Date: September 18, 2025 | | /s/ Jesse Deutsch | | | | Name: | Jesse Deutsch | | | | Title: | Interim Chief Financial Officer | | | | | (Principal Accounting Officer) | | Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. | /s/ Ryan Melsert | | Chief Executive Officer and Chief Technology Officer | | | | | Ryan Melsert | | (Principal Executive Officer), and Director | | September 18, 2025 | | | | | | | | | | /s/ Jesse Deutsch | | Interim Chief Financial Officer (Principal Financial and | | | | | Jesse Deutsch | | Accounting Officer) | | September 18, 2025 | | | | | | | | | | /s/ Elizabeth Lowery | | | | | | | Elizabeth Lowery | | Director | | September 18, 2025 | | | | | | | | | | /s/ Susan Yun Lee | | | | | | | Susan Yun Lee | | Director | | September 18, 2025 | | | | | | | | | | /s/ D. Richard Fezell | | | | | | | D. Richard Fezell | | Chairman of the Board, Director | | September 18, 2025 | | | | | | | | | | /s/ Lavanya Balakrishnan | | | | | | | Lavanya Balakrishnan | | Director | | | | | 43 | |