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AMERICAN BATTERY TECHNOLOGY Co

For the period ended Jun 30, 2026. Filed Sep 14, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Sep 14, 2026

ABAT$1.34+11.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

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Previous report: 10-K

Period ended 2025-06-30; filed 2025-09-18.

0001493152-25-014092

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2026-06-30; filed 2026-09-14.

0001493152-26-042497

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 69 previous paragraphs and 65 current paragraphs.

29 unchanged; 15 reworded; 21 added; 25 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 9 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (21)

Current report

The development and demonstration of these recycling technologies was supported by a competitively awarded grant from the U.S. Advanced Battery Consortium, which consists of General Motors, Ford Motor Company, Stellantis NV, and the US Department of Energy. The continued expansion of this facility is also supported by a competitively awarded $19.5 million investment tax credit awarded by the U.S. Department of Energy and administered by the U.S. Internal Revenue Service through the 48C program. ABTC was selected for an additional $10.0 million competitively awarded grant by the U.S. Department of Energy to demonstrate, optimize, and construct commercial implementations of ABTC’s next generation of advanced critical mineral separations and processing manufacturing technologies.

Current report

With the successful operations of ABTC’s first critical mineral recycling facility with a design processing rate of approximately 20,000 tonnes per year, ABTC was awarded a competitive $150 million grant from the U.S. Department of Energy to support the construction of a second critical mineral recycling facility with a processing rate of 100,000 tonnes per year. The construction of this second facility is also supported by a competitively awarded $40.5 million investment tax credit awarded by the U.S. Department of Energy and administered by the U.S. Internal Revenue Service through the 48C program. ABTC has been performing due diligence on several prospective locations for this second facility throughout the southeastern US.

Current report

In addition to its critical mineral recycling facilities, ABTC is also developing TFLP, one of the largest identified lithium resources in the United States. In September 2025, ABTC published a Pre-Feasibility Study (PFS) for this project that details the inferred, indicated, and measured resources and proven and probable reserves at this claystone property, as well as the technical and financial roadmap for bringing the associated lithium mine and lithium hydroxide monohydrate (LHM) refinery to commercialization. This PFS has estimated that the TFLP contains approximately 21.3 million tonnes LHM resource, with 2.7 million tonnes of LHM further classified as proven and probable reserves (Inferred, indicated, and measured resources have lower levels of geological confidence than proven and probable reserves, and in certain cases may not be considered when assessing the economic viability of a mining project). The total processing costs for manufacturing this battery grade LHM is projected to be $4,307 per tonne LHM.

Current report

To demonstrate the performance of ABTC’s internally-developed claystone-to-lithium hydroxide technologies, ABTC was awarded a competitive $2.3 million grant from the U.S. Department of Energy to construct and operate a multi-tonne per day integrated demonstration facility. ABTC has constructed and operated this demonstration facility and processed tonne-level quantities of claystone from ABTC’s claystone property near Tonopah, Nevada, and manufactured high-purity battery grade lithium hydroxide product that has been delivered to global customers for evaluation and qualifications.

Current report

ABTC is currently developing a mine and refinery at the TFLP for the manufacturing of 30,000 tonnes of high purity critical mineral lithium hydroxide per year. In October 2022, ABTC was selected for a competitively awarded $58 million grant from the U.S. Department of Energy to support the construction of the first 5,000 tonnes lithium hydroxide per year processing train at this facility.

Current report

In October 2025, the DOE notified the Company that the $57.7 million cooperative agreement for the lithium hydroxide refinery was terminated. The Company appealed, and following a series of technical and commercial reviews, the DOE reinstated the award in its entirety in January 2026, with no change to funds awarded or to technical and commercial milestones. The temporary termination and reinstatement did not result in a material change to the Company’s project timeline or capital program. See Note 5 to the consolidated financial statements.

Current report

As this prospective mine and refinery are located on land managed by the U.S. Bureau of Land Management (BLM), ABTC works closely with the federal government on the permitting, design, and operations of this facility. In June 2025, ABTC’s TFLP was selected by President Trump’s National Energy Dominance Council (NEDC) and the FAST-41 Permitting Council as a Transparency Priority Project. This designation highlights the project’s role in advancing domestic critical mineral lithium production and supporting U.S. energy independence. In August 2025, the TFLP was further approved by the FAST-41 Permitting Council as a Covered Priority Project, which provided additional resources to streamlining the permitting efforts for this project.

Current report

A reconciliation of cost of goods sold to cash cost of goods sold and adjusted gross margin (both are non-GAAP measures) for the three months ended June 30, 2026 was as follows:

Current report

A reconciliation of cost of goods sold to cash cost of goods sold and adjusted gross margin (both are non-GAAP measures) for the fiscal year ended June 30, 2026 was as follows:

Current report

During the fiscal year ended June 30, 2026 and 2025, our revenue was $21.7 million and $4.3 million, respectively, which related to the sale of our products and byproducts resulting from recycling operations. The increase in revenue was primarily driven by an increase in processed feedstock, which enabled higher production throughput, as well as higher market prices for our products and byproducts during the current-year period.

Current report

Cost of goods sold during the fiscal years ended June 30, 2026 and 2025 were $24.8 million and $14.9 million, respectively. The increase in cost of goods sold was primarily driven by an increase in feedstock costs of $4.1 million to support higher volumes of throughput, an increase of $3.7 million in compensation, as we hired to support expanded production capacity, and an increase in facility absorption costs of $2.2 million as production volume increased.

Current report

General and administrative expenses consist primarily of personnel, stock-based compensation, office expenses, legal and accounting fees, recruiting, business development, public relations, and facility-related costs. For the fiscal year ended June 30, 2026, general and administrative expenses were $51.6 million, an increase of $30.5 million compared with the prior-year period. The increase was primarily attributable to a $29.4 million increase in value of stock-based compensation expense. A majority of the increase is related to the fiscal year 2026 executive performance-based awards recognized in the fiscal year upon finalization and approval of the performance milestones by the Board of Directors in January 2026. The expense recognized in the period was further impacted by the vesting of awards during fiscal year 2026, as well as a higher grant-date stock price for fiscal year 2026 awards compared to the prior year.

Current report

Research and development expenses consist primarily of personnel, laboratory leases, and supplies. Research and development expenses for the fiscal years ended June 30, 2026 and 2025, were $17.9 million and $8.5 million, respectively. The increase was primarily driven by higher payroll costs of $4.5 million related to expansion of engineering and technical teams to support production ramp-up, increased stock-based compensation of $2.4 million from new hires and fiscal year 2026 performance awards, an increase in legal expenses of $0.5 million related to site selection, and increased depreciation expense of $0.4 million.

Current report

Other income was $1.3 million in the fiscal year ended June 30, 2026, versus other expense of $4.7 million in the prior year. This $6.0 million change resulted principally from an increase in interest and other income of $1.5 million resulting from significantly higher cash balances throughout fiscal 2026, a $3.5 million reduction in amortized financing costs, and the absence in fiscal 2026 of the following items in fiscal 2025: a $1.4 million credit loss on a receivable pursuant to a share purchase agreement; $1.2 million in losses on a private placement and extinguishment of debt; and $1.6 million in gains recognized for changes in fair value of a derivative liability and liability classified financial instruments.

Current report

At June 30, 2026, the Company had available cash and cash equivalents of $49.5 million and total assets of $132.8 million compared to available cash of $7.5 million and total assets of $84.5 million at June 30, 2025. The increase in available cash and cash equivalents resulted from raising capital through the exercise of warrant agreements, utilization of the ATM sales agreement with Virtu Americas, LLC, and a reduction in the amount of cash used in operations resulting from higher revenues and improved margins, partially offset by an increase in investing activities to support the expansion of our recycling operations and purchase of mining properties.

Current report

The Company had total current liabilities of $6.4 million at June 30, 2026, compared to $13.7 million at June 30, 2025. The decrease related to conversion of the debt (as discussed in Note 11 of the consolidated financial statements) and timing of payments for accounts payable and accrued expenses.

Current report

As of June 30, 2026, the Company had working capital (excluding restricted cash) of $53.7 million compared to $10.9 million at June 30, 2025. Working capital increased primarily due to an increase in cash, driven by the use of the ATM sales agreement with Virtu Americas LLC, and an increase in accounts receivable resulting from higher revenue. Additionally, assets previously classified as held for sale were reclassified to intangible assets. The increase in working capital was further supported by the extinguishment of debt during the period.

Current report

In the fiscal year ended June 30, 2026, the Company generated $65.8 million through the issuance of common shares through our ATM sales agreement with Virtu Americas LLC, an increase of $47.2 million over the prior year. Other sources of cash from financing activities totaled $10.8 million in fiscal 2026, primarily from the exercise of warrants of $10.0 million, compared to $27.2 million in fiscal 2025 primarily from $16.9 million in registered direct offerings and $9.9 million from issuances of notes payable.
Removed paragraphs (25)

Previous report

Additionally, the Company is accelerating the demonstration and commercialization of its internally developed low–cost and low–environmental impact processing train for the manufacturing of battery grade lithium hydroxide from Nevada–based sedimentary claystone resources. The Company has been awarded a grant cooperative agreement from the DOE’s 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 multi–ton per day integrated continuous demonstration system to support the scale–up 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.

Previous report

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.

Previous report

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.

Previous report

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 America’s 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 Company’s 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.

Previous report

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 Company’s 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 America’s 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.

Previous report

A reconciliation of fiscal fourth quarter 2025 GAAP to non-GAAP cost of goods sold

Previous report

A reconciliation of fiscal year ended 2025 GAAP to non-GAAP cost of goods sold

Previous report

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.

Previous report

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 facility’s 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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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 Company’s 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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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 Company’s 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.

Previous report

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 Company’s 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.

Previous report

The going concern assessment excludes the ATM Program, which could provide a source of liquidity.

Previous report

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.

Previous report

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.
Reworded paragraphs (15)

Previous wording

American Battery Technology Company (the “Company”) is a growth-stage company in the lithium–ion 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 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 spent batteries have their elemental battery metals returned to the domestic manufacturing supply chain in an economical, environmentally-conscious, closed–loop fashion.

Current wording

American Battery Technology Company (the “Company”, “ABTC”, “we” and “us”) is an integrated critical minerals manufacturing company that is working to increase the domestic U.S. production of critical minerals, such as lithium, nickel, cobalt, manganese, copper, aluminum, and graphite through its exploration of new primary resources of critical minerals, the development and commercialization of new technologies for the extraction of these critical minerals 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 critical minerals and to ensure that as these materials reach their end of life, the constituent elemental critical minerals are returned to the domestic manufacturing supply chain in a closed-loop fashion.

Previous wording

To implement this business strategy, the Company has constructed its first integrated lithium–ion battery recycling facility, which takes in waste and end–of–life battery materials from the electric vehicle, stationary storage, and consumer electronics industries. The Company’s 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 lithium–ion 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.

Current wording

To implement this business strategy, the Company has constructed and is operating its first integrated lithium–ion battery recycling facility, which takes in waste and end–of–life battery materials from the electric vehicle, battery energy storage system (“BESS”), consumer electronics industries, and manufactures several types of recycled products and byproducts. The ramp-up and operation of this facility remain top priorities, and the Company has significantly expanded resources to support its development. These efforts include 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 year 2024 and has achieved continued growth in production volumes and revenue through June 30, 2026.

Previous wording

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:

Current wording

During the fiscal year ended June 30, 2026, the Company incurred $71.6 million of total operating expenses compared to $31.4 million of total operating expenses during the fiscal year ended June 30, 2025. The increase is primarily due to the items described below:

Previous wording

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.

Current wording

Exploration costs consist primarily of drilling, assay, claim fees, personnel, stock-based compensation, office and warehouse, travel, and other costs related to exploration of claims in central Nevada. Exploration expenses remained relatively consistent year-over-year totaling $2.1 million for the fiscal year ended June 30, 2026, compared to $1.8 million during the same period in the prior year.

Previous wording

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.

Current wording

During the fiscal year ended June 30, 2026, the Company used $24.2 million of cash for operating activities, compared to $28.9 million used during the fiscal year ended June 30, 2025. In both periods, the cash used supported an increased scale of operations including increased employee headcount and personnel costs, increased production, and increased administrative costs.

Previous wording

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 Company’s purchasing more equipment in the beginning stages of the recycling plant build-out in the prior year.

Current wording

During the fiscal year ended June 30, 2026, the Company used cash in investing activities of $13.6 million. The Company used $2.0 million for its purchase of 3400 Peru and $8.9 million for acquisition of property and equipment for its recycling facility while $1.4 million was for the purchase of mining properties. This is in comparison to cash used in investing activities of $2.5 million for the fiscal year ended June 30, 2025 for acquisition of property and equipment.

Previous wording

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.

Current wording

During the fiscal year ended June 30, 2026, the Company had cash provided by financing activities of $75.6 million, compared to $36.9 million provided during the fiscal year ended June 30, 2025. 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.

Previous wording

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.

Current wording

The Company will continue to rely on sales of our common shares, debt, or other financing to fund its business operations as needed beyond any cash 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.

Previous wording

Recurring Valuations. The Company’s 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.

Current wording

Recurring Valuations. The Company’s 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. There were no derivative instruments issued or outstanding from January 1, 2025 through June 30, 2026; accordingly, fair value measurement was not required. See Note 13 of the consolidated financial statements for further discussion.

Previous wording

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 Company’s sales involve transfer of control to the customer, and thus revenue recognition, before delivery to the customer’s destination; for example, upon release of the goods to the shipper.

Current wording

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 that the Company transfers control of the goods to the customer, which occurs 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 Company’s sales involve transfer of control to the customer, and thus revenue recognition, before delivery to the customer’s destination; for example, upon release of the goods to the shipper. 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.

Previous wording

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.

Current wording

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 differs from original estimates. For the fiscal year ended June 30, 2026 and 2025, revenue adjustments related to performance obligations that were satisfied in previous periods were not material.

Previous wording

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 Company’s 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.

Current wording

The Company evaluates long-lived assets, such as plant and equipment, with finite useful lives and Right of Use (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 Company’s 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, 2026 and 2025.

Previous wording

The Company evaluates long-lived assets for classification asheld 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.

Current wording

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.

Previous wording

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.

Current wording

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. As of June 30, 2026, there were no assets classified as held for sale on the Company’s consolidated balance sheets.

Previous wording

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.

Current wording

The fair value of common share warrants are determined 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 and weighted average expected term, changes in subjective input assumptions can materially affect the estimate.