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 sheets of American Battery Technology Company and subsidiaries (the Company) as of June 30, 2026 and 2025, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended June 30, 2026, 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, 2026 and 2025, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2026, in conformity with U.S. generally accepted accounting principles.

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 audits. 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 audits 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 audits, 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 audits 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 audits 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 audits provide 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 common share warrants awarded to employees

As discussed in Notes 3, 15 and 16 to the financial statements, the Company granted common share warrants to employees. The common share warrants are contingent upon performance and service conditions and have been classified as equity. The fair value of the common share warrants is determined using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires highly subjective assumptions, including the volatility of share prices and weighted average expected term. Total expense related to common share warrants awarded to employees of the Company was $25.1 million for the fiscal year 2026.

We identified the evaluation of the fair value of the common share warrants awarded to employees as a critical audit matter. A high degree of auditor judgment and the involvement of valuation professionals with specialized skills and knowledge were required to evaluate the estimated fair value of the common share warrants due to the degree of subjectivity associated with the volatility of share prices and weighted average expected term assumptions.

The following are the primary procedures we performed to address this critical audit matter. We involved valuation professionals with specialized skills and knowledge, who assisted in:

developing an independent expectation of the weighted average expected term assumption based on the contractual vesting and expiration terms in the underlying common share warrant agreements

developing an independent estimate of the fair value of the common share warrants using independently developed assumptions, including volatility of share prices and weighted average expected term assumptions, and comparing the independently developed estimate of fair value to the respective fair value for the common share warrants used by management.

/s/ KPMG LLP

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

Portland, Oregon

September 14, 2026