AMERICAN BATTERY TECHNOLOGY Co

To the Shareholders and Board of Directors

American Battery Technology Company:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of American Battery Technology Company and subsidiaries (the Company) as of June 30, 2024, the related consolidated statement of operations, stockholders’ equity, and cash flows for the year ended June 30, 2024, 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, 2024, and the results of its operations and its cash flows for the year ended June 30, 2024, 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 recurring net 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. Management’s 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 Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. 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 audit 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 audit, 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 Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit 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 audit 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 audit provides 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, the Company has classified certain assets as held for sale given the intent to sell as of June 30, 2024. These assets held for sale (disposal group) are comprised of land and building long-lived assets with a carrying amount of $18.6 million. The Company recorded a write down loss on the assets held for sale of $10.3 million for the fiscal year ended June 30, 2024. The fair value of assets held for sale is classified as Level 3 of the fair value hierarchy and was determined based on indicative listing prices of the assets.

We identified the evaluation of the fair value of the disposal group as a critical audit matter. Subjective auditor judgment was required to evaluate the valuation technique and certain key assumptions used to develop the fair value less cost to sell of the disposal group as changes to the valuation technique and key assumptions used may have a significant effect on the Company’s determination of the 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 technique and key assumptions required specialized knowledge.

The following are the primary procedures we performed to address this critical audit matter. We compared management’s estimate of fair value for the disposal group to a broker’s opinion of value obtained from the Company’s 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 building and land classified as held for sale, including

We have served as the Company’s auditor since 2024.

Portland, Oregon

September 23, 2024

To the Shareholders and Board of Directors of

American Battery Technology Company

Opinion on the Financial Statements

We have audited, before the effects of the adjustments for the correction of the error described in Note 3, the consolidated balance sheet of American Battery Technology Company (the “Company”) as of June 30, 2023, the related consolidated statements of operations, stockholders’ equity and cash flows for the year then ended, and the related notes (the 2023 financial statements before the effects of the adjustments discussed in Note 3 are not presented herein). In our opinion, except for the effects of the adjustments for the correction of the error described in Note 3, the 2023 financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review, or apply any procedures to the adjustments for the correction of the error described in Note 3 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments have been audited by other auditors.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. 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 audit 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 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 audit 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 Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/Marcum LLP

We served as the Company’s auditor from 2021 to January 4, 2024.

Costa Mesa, California

September 27, 2023