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.
As previously disclosed on Current Report on Form 8-K filed on April 7, 2023, on
April 6, 2023, the Company and LiNiCo amended and restated the Agreements (the
"First Amendment") in order to enter into a pre-closing lease. The First
Amendment obligated 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 by April 21, 2023 (the "Second Payment"). $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.
On April 21, 2023, the Company and LiNiCo entered into a pre-closing lease that
commenced on April 21, 2023. The pre-closing lease allows the Company and its
subcontractors immediate and unlimited access to the Recycling Facility to
install, implement, and operate its lithium-ion battery recycling technologies.
Moreover, on April 21, 2023, the Company and LiNico entered into an additional
amendment to the Agreements (the "Second Amendment") for the acquisition of the
Recycling Facility and related industrial equipment. The Second Amendment
modified the terms of the parties' agreement for the Second Payment of
$10,000,000 by requiring that $7,000,000 be delivered to LiNiCo by April 21,
2023, and the final $3,000,000 be delivered by May 12, 2023.
The foregoing description of the Agreements, the First Amendment and Second
Amendment are qualified in its entirety by the Agreements, the First Amendment
and Second Amendment, a copy of which will be filed as exhibits to the Company's
annual report on Form 10-K.
2
© Edgar Online, source Glimpses
AMERICAN BATTERY TECHNOLOGY COMPANY 
