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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