AMERICAN BATTERY TECHNOLOGY Co

Introduction

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.

The Company’s corporate headquarters are in Reno, Nevada, and its critical mineral exploration office is located in Tonopah, Nevada. The Company’s critical mineral recycling factory 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 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 Company’s current business activities and future objectives.

Industry Overview

The domestic manufacturing of critical minerals has become an issue of paramount importance, with broad support from the US federal government, state and local governments, and private industry. As of 2025, the US Geological Survey lists 60 minerals as critical and essential for economic growth, national security, and technological innovation. On this list include several critical minerals essential for the manufacturing of high energy density lithium-ion batteries, including nickel, cobalt, manganese, lithium, copper, aluminum, and graphite. These lithium-ion batteries are utilized in stationary grid scale-batteries to support critical infrastructure such as datacenters supporting artificial intelligence technologies, in electric and hybrid vehicles, and in various types of consumer electronics.

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 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.

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 Critical Minerals Supply

Supply of critical minerals for the manufacturing of lithium-ion batteries is currently dominated by primary production, with minor but growing contributions from secondary recycling operations. Development of new sources of primary supply are typically subject to long development and permitting 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-rich 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 being utilized to construct first-of-kind manufacturing facilities.

*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 nickel and cobalt, the primary competing source of demand is steel production, where manganese is used as an alloy and to deoxidize steel. South Africa is the world’s 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.

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 black mass. This resulting black 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.

The overall market and pricing for these products 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

Critical Mineral 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 (LCO, NCA, NMC) of various relative weighting of transition metals.

The Company’s 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 automated de-manufacturing process separates the components of battery feedstock material into its constituent components, including byproduct metals and cathode and anode powders in the form of black mass filter cake. The byproducts are sold under various offtake agreements or into the open scrap market, and the black mass filter cake produced is either sold under offtake contracts or further processed in ABTC’s proprietary chemical extraction train to extract lithium, nickel, cobalt, manganese and other products and upgrade them to the battery grade specifications demanded by high energy density manufacturers.

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 some 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 of 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:

Additional details regarding the recycling plant are discussed in Item 2. Properties.

Industry Awards and Collaborations

In September 2019, ABTC 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 critical minerals and 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. As the winner, ABTC received seed funding, access to the Greentown Labs facilities (see Item 2. Properties), and the exploration of partnership agreements with the host companies.

In October 2021, ABTC was awarded a competitively bid $2 million contract from the US Advanced Battery Consortium (“USABC”), which is comprised of General Motors, Ford Motor Company, Stellantis NV, and the U.S. Department of Energy. The contract award was for the commercial-scale demonstration of ABTC’s integrated lithium-ion battery recycling system, the production of high purity recycled metals, the synthesis of high energy density active cathode material by BASF, and the fabrication of over 100 large format multi-layer pouch cells from these recycled materials and the testing of these cells against otherwise identical cells made from virgin sourced metals. The demonstration of this entire closed-loop battery manufacturing supply chain within a single project was to facilitate the establishment of a domestic low-cost and low-environmental impact battery recycling infrastructure.

In November 2022, ABTC was awarded a $10 million competitive grant from the U.S. Department of Energy for a three-year project to demonstrate and commercialize ABTC’s next generation of technologies for its recycling of critical minerals. The first year of this award was for the demonstration of these next generation technologies at the laboratory scale, in the second year these technologies were optimized at the bench scale, and then in the third year these technologies will be constructed and operated at commercial scale in ABTC’s critical mineral recycling facilities.

In March 2024, ABTC was selected for a competitively awarded investment tax credit for $19.5 million by the U.S. Department of Energy and administered by the U.S. IRS through the 48C program to support the construction and scale-up of ABTC’s first critical mineral battery recycling facility.

In September 2024, ABTC was selected for a competitively awarded $150 million grant from the U.S. Department of Energy to support the construction of ABTC’s second critical mineral battery recycling facility. This four-year grant supports the construction of a recycling facility designed to process 100,000 tonnes per year of battery material and to manufacture high purity critical mineral products and byproducts.

In March 2024, ABTC was selected for a competitively awarded investment tax credit for $40.5 million by the US Department of Energy and administered by the U.S. Internal Revenue Service through the 48C program to support the construction and scale-up of ABTC’s second critical mineral battery recycling facility. This transferrable tax credit may be utilized directly by ABTC or sold and transferred to a third-party.

Industry Competition

ABTC recovers and manufactures several types of products and byproducts through its recycling processes and competes with two categories of producers of these critical minerals: competing recycling processors 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, processors 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 Company’s 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.

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 its internally developed sustainable lithium extraction process for the manufacturing of high purity lithium hydroxide from Nevada-based sedimentary claystone primary resources. (See Item 2. Properties for additional information).

The Company has conducted 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 Company’s extraction and refining processes.

The Company’s 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 Awards and Collaborations

In January 2021, ABTC was selected for a competitively awarded $2.3 million grant from the U.S. Department of Energy to support the design, construction, and operation of a multi-tonne per day integrated demonstration system for ABTC’s internally-developed technologies for the manufacturing of high-purity lithium hydroxide from domestic Nevada-based claystone resource. Through this project ABTC processed tonne-level quantities of claystone material from its lithium resource near Tonopah, Nevada, and manufactured large quantities of high-purity lithium hydroxide that have been delivered to global customers for evaluation.

In September 2022, ABTC was selected for a competitively awarded $58 million grant from the U.S. Department of Energy to support the design, construction, and operations of the first train of ABTC’s commercial claystone-to-lithium hydroxide refinery near Tonopah, Nevada. This first train is designed to manufacture approximately 5,000 tonnes per year of lithium hydroxide, and the full facility is designed to manufacture 30,000 tonnes per year of lithium hydroxide.

In April 2025, ABTC was awarded a Letter of Interest from the U.S. Export-Import bank (“EXIM”) for a $900 million low-interest loan to support the expansion of ABTC’s claystone-to-lithium hydroxide refinery near Tonopah, Nevada from 5,000 to 30,000 tonnes lithium hydroxide per year capacity. ABTC and EXIM are currently undergoing due diligence efforts on this low-interest loan.

Industry 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 8, 2026, the Company had 191 full-time and 4 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 Exchange Act, and, in accordance therewith, we file periodic reports, proxy statements and other information with 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 athttps://americanbatterytechnology.com/ as soon as reasonably practicable after those reports are electronically filed with, or furnished to, the SEC.