Item 1.01 Entry into a Material Definitive Agreement.
As first disclosed on Current Report on Form 8-K filed on March 7, 2023, on
March 1, 2023, American Battery Technology Company (the "Company") and LiNiCo
Corporation ("LiNiCo") entered into an asset purchase agreement and membership
interest purchase agreement (collectively referred herein as the "Agreements")
for the purchase of a commercial recycling facility in the Tahoe-Reno Industrial
Center located at 2500 Peru Drive, McCarran, Nevada (the "Recycling Facility")
and related industrial equipment. Pursuant to the Agreements, the Company
acquired the industrial equipment from LiNiCo on March 1, 2023, for the purchase
price of $6 million.
On April 6, 2023, the Company and LiNiCo amended and restated the membership
interest purchase agreement in order to enter into a pre-closing lease which is
expected to begin on April 21, 2023. The pre-closing lease will allow the
Company and its subcontractors immediate and unlimited access to the Recycling
Facility to install, implement, and operate its lithium-ion battery recycling
technologies. The amended agreement obligates the Company to make an immediate
cash payment of $5,000,000 and 10,000,000 shares of restricted common stock of
the Company towards the closing of the purchase of the Recycling Facility, and a
second cash payment of $10,000,000 will be delivered by April 21, 2023. $1.5
million of the purchase price will be held in escrow for up to 18 months and be
available for the settlement of indemnification claims made by the buyer under
the Agreements.
The foregoing description of the Agreements are qualified in its entirety by the
Agreements, a copy of which will be filed as exhibits to the Company's annual
report on Form 10-K.
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