AMERICAN BATTERY TECHNOLOGY Co

American Battery Technology Company operates as an integrated critical minerals manufacturing company focused on increasing domestic U.S. production of critical minerals such as lithium, nickel, cobalt, manganese, copper, aluminum, and graphite through three prongs: exploration of new primary resources, development and commercialization of extraction technologies, and commercialization of an internally developed integrated process for recycling lithium-ion batteries. The U.S. Geological Survey lists 60 minerals as critical and essential for economic growth, national security, and technological innovation, including several essential for high energy density lithium-ion batteries. The lithium-ion battery supply chain is segmented into battery material providers, chemical refiners, cell manufacturers, and end-use product manufacturers, with the vast majority of global refining capacity located outside the United States, primarily in Asia, and China accounting for over 70% of global cell manufacturing capacity. Less than 1% of global battery materials needed to supply U.S. facilities are sourced in the U.S., creating a severe domestic capacity imbalance. Primary lithium production traditionally comes from lithium-rich brines or hard rock deposits, with recent innovations in lithium-bearing claystone resources; nickel supply is dominated by Indonesia, Philippines, and Russia; cobalt production is concentrated in the Democratic Republic of Congo; and manganese production is led by South Africa, Australia, and China. Current recycling techniques are classified into high temperature thermal processes (pyrometallurgy) and mechanical crushing/simple hydrometallurgy, both mainly focusing on recovery of nickel and cobalt, with the majority of operations located in China and South Korea.

ABTC competes with two categories of producers of critical minerals: competing recycling processors and facilities, and primary producers of battery materials. Competing recycling processes are primarily located in the United States, Europe, South Korea, and China, and employ high-temperature thermal processes or shredding/solvent extraction techniques that focus on recovery of nickel and cobalt with limited ability to recover lithium, manganese, or other metals. The Company's process extracts each of the battery components, enabling additional value from the same feedstock for low-cost and low-environmental operations. Competition in these markets is largely based on product quality and reliability of supply, as commodities and specialty chemicals used by cathode manufacturers must meet stringent specifications whether sourced from primary or secondary resources. The Company has been selected as the sole winner of the battery recycling portion of the Circularity Challenge hosted by BASF, Stanley Black & Decker, and Greentown Labs, and has received multiple competitive grants and tax credits from the U.S. Department of Energy and the U.S. Advanced Battery Consortium.

The Company generates revenue through the sale of products and byproducts resulting from its lithium-ion battery recycling operations, which process waste and end-of-life battery materials from the electric vehicle, battery energy storage system, and consumer electronics industries. The recycling system is a two-phase process: an automated de-manufacturing process that separates battery feedstock into constituent components including byproduct metals and black mass filter cake, followed by a targeted chemical extraction train to separate individual high-value metals. Byproducts are sold under various offtake agreements or into the open scrap market, and black mass filter cake is either sold under offtake contracts or further processed in the proprietary chemical extraction train to extract lithium, nickel, cobalt, manganese, and other products upgraded to battery grade specifications. The Company also operates a multi-tonne per day integrated demonstration scale facility to process sedimentary claystone resource from the Tonopah Flats Lithium Project, demonstrating the commercial viability of its lithium extraction and refining processes, which use a selective leaching process that does not require evaporation ponds and allows for lower acid consumption, lower contaminants, and lower overall production costs.

The Company's critical mineral recycling operations at McCarran, Nevada include a first-of-kind integrated battery recycling system that is being commissioned in phases. The first phase is currently installed and operated, mechanically processing battery materials into products including copper, aluminum, steel, a lithium intermediate, and a black mass intermediate material. In the second phase, the lithium intermediate will be further refined into battery grade lithium hydroxide, and the black mass intermediate will be further refined into battery grade nickel, cobalt, manganese, and lithium hydroxide products. The facility has a design processing rate of approximately 20,000 tonnes per year. The Company also owns approximately 13.87 acres of industrial-zoned land in McCarran for storage, and purchased an additional approximately 5.76 acres on January 14, 2026 for supplemental storage. In Fernley, Nevada, the Company owns approximately 12.44 acres of undeveloped industrial land in a Qualified Opportunity Zone, which was classified as assets held for sale on June 30, 2025, but after a potential buyer terminated the purchase agreement on July 28, 2025, the property with a carrying value of approximately $7.0 million was reclassified into property and equipment as construction in progress during fiscal year 2026.

The Tonopah Flats Lithium Project (TFLP) consists of 631 unpatented Federal lode mining claims covering approximately 13,037 acres, located approximately seven miles northwest of Tonopah in Esmeralda and Nye Counties, Nevada. The Company owns 100% of the claims, which include rights to all locatable subsurface minerals. In September 2025, the Company published a Pre-Feasibility Study (PFS) estimating the TFLP contains approximately 21.3 million tonnes LHM resource, with 2.7 million tonnes of LHM classified as proven and probable reserves. The PFS details measured, indicated, and inferred resources and proven and probable reserves, with total processing costs projected to be $4,307 per tonne LHM. The project has an estimated after-tax net present value of $2.57 billion at an 8% discount rate, $1.75 billion at a 10% discount rate, a 21.8% Internal Rate of Return, and a 7.5-year payback of initial capital, with $2.0 billion in initial capital costs, overall operating costs of $6,994/t of LHM produced, and average production of 30,000 tpa of LHM over a 45-year mine life. In June 2025, the TFLP was selected by the National Energy Dominance Council and the FAST-41 Permitting Council as a Transparency Priority Project, and in August 2025 was approved as a Covered Priority Project.

During fiscal year 2026, the Company achieved continued growth in production volumes and revenue, generating revenue of $21.7 million for the fiscal year ended June 30, 2026, a 407% increase over $4.3 million for the fiscal year ended June 30, 2025. The Company was awarded a competitive $150 million grant from the U.S. Department of Energy to support construction of a second critical mineral recycling facility with a processing rate of 100,000 tonnes per year, and a $40.5 million investment tax credit through the 48C program for that facility. In October 2025, the DOE notified the Company that the $57.7 million cooperative agreement for the lithium hydroxide refinery was terminated, but following an appeal and reviews, the award was reinstated in its entirety in January 2026. In April 2025, the Company was awarded a Letter of Interest from the U.S. Export-Import bank for a $900 million low-interest loan to support expansion of the claystone-to-lithium hydroxide refinery from 5,000 to 30,000 tonnes lithium hydroxide per year capacity. A recently-issued federal directive effective August 27, 2026 essentially prohibits the export of black mass by any domestic company unless an exception is obtained from the U.S. Department of Commerce's Bureau of Industry and Security, and the Company has submitted a request for an exception.

For the fiscal year ended June 30, 2026, the Company reported revenue of $21,741,726, a 407% increase from $4,290,224 in the prior year, and a gross loss of $3,089,240 compared to a gross loss of $10,574,409 in fiscal 2025. Net loss attributable to shareholders was $73,379,021 for fiscal 2026, compared to $46,762,625 in fiscal 2025. Total operating expenses were $71,618,750 in fiscal 2026 versus $31,448,920 in fiscal 2025, with general and administrative expenses of $51,632,213, research and development expenses of $17,871,542, and exploration costs of $2,114,995. The Company had available cash and cash equivalents of $49.5 million at June 30, 2026, and no outstanding debt. The increase in net loss was primarily driven by a $29.4 million increase in stock-based compensation expense, largely related to fiscal year 2026 executive performance-based awards recognized upon finalization and approval of performance milestones by the Board of Directors in January 2026.

A major growth vector is the expansion of recycling capacity through the construction of a second critical mineral recycling facility with a processing rate of 100,000 tonnes per year, supported by a competitive $150 million grant from the U.S. Department of Energy and a $40.5 million investment tax credit through the 48C program. The Company has been performing due diligence on several prospective locations for this second facility throughout the southeastern US. The first recycling facility has a design processing rate of approximately 20,000 tonnes per year, and the Company is continuing to ramp up and expand production capacity within the current facility. The Company is also developing the Tonopah Flats Lithium Project, with a PFS estimating 21.3 million tonnes LHM resource and 2.7 million tonnes of proven and probable reserves, and plans to manufacture 30,000 tonnes of high purity lithium hydroxide per year, with the first train designed to manufacture approximately 5,000 tonnes per year.

Another growth vector is the advancement of the claystone-to-lithium hydroxide refinery near Tonopah, Nevada, supported by a $58 million DOE grant for the first 5,000 tonnes per year processing train, and a Letter of Interest from the U.S. Export-Import bank for a $900 million low-interest loan to expand capacity from 5,000 to 30,000 tonnes lithium hydroxide per year. The Company has constructed and operated a multi-tonne per day integrated demonstration facility, processing tonne-level quantities of claystone and manufacturing high-purity battery grade lithium hydroxide that has been delivered to global customers for evaluation and qualifications. The TFLP was selected as a Transparency Priority Project and a Covered Priority Project by the FAST-41 Permitting Council, which provides additional resources to streamline permitting efforts. The Company is also developing next-generation recycling technologies under a $10.0 million DOE grant, with the first year at laboratory scale, second year at bench scale, and third year at commercial scale.

The Company's gross margin improved significantly in fiscal 2026, with gross loss of $3,089,240 compared to $10,574,409 in the prior year, an improvement of 71%. On a non-GAAP basis, adjusted gross margin was $1.7 million for fiscal 2026 versus a loss of $6.2 million in fiscal 2025, excluding non-cash depreciation and stock-based compensation. Cash cost of goods sold was $20.0 million for fiscal 2026 versus $10.5 million in fiscal 2025. The increase in cost of goods sold was driven by an increase in feedstock costs of $4.1 million, an increase of $3.7 million in compensation, and an increase in facility absorption costs of $2.2 million. The Company expects to continue to incur significant expenditures to ramp recycling operations and advance the Tonopah Flats Lithium Project, and may require significant additional financing within the next 12 months to fund operations and develop facilities.

The Company's operational outlook includes continuing to ramp up and expand production capacity within its current McCarran, Nevada recycling facility, which is being commissioned in phases. The first phase is currently installed and operated, and the second phase will refine lithium intermediate into battery grade lithium hydroxide and black mass into battery grade nickel, cobalt, manganese, and lithium hydroxide. The Company has significantly expanded resources to support development, including hiring additional technical staff, expanding laboratory facilities, and purchasing equipment. As of September 8, 2026, the Company had 191 full-time and 4 part-time employees. The Company is also making improvements to the Fernley, Nevada property, including working towards securing the final certificate of occupancy and completing additional upgrades. The Company depends on federal grants and tax credits that are reimbursement-based and subject to conditions, milestones, appropriations, audit, suspension, and termination.

The Company's capital allocation priorities include funding the ramp-up of recycling operations and the development of the Tonopah Flats Lithium Project. The Company raised capital during fiscal 2026 through the exercise of warrant agreements and utilization of the ATM sales agreement with Virtu Americas, LLC. At June 30, 2026, the Company had available cash and cash equivalents of $49.5 million and no outstanding debt. The Company does not intend to pay cash dividends on its common stock for the foreseeable future, intending to retain all available funds and any future earnings to support operations and finance growth. The Company has not paid dividends on its Common Shares since incorporation. The Company may issue additional equity securities in the future without seeking shareholder approval, which could dilute existing ownership.

A significant headwind is the recently-issued federal directive effective August 27, 2026 that essentially prohibits the export of black mass by any domestic company unless an exception is obtained from the U.S. Department of Commerce's Bureau of Industry and Security. Sales of black mass represent the majority of the Company's total revenue, and substantially all of its current black mass customers are located outside the United States in OECD countries. The Company has submitted a request to BIS for an exception but cannot predict the outcome, and the loss of foreign black mass sales revenue would have a material adverse effect on revenue, results of operations, financial condition, cash flows, and ability to fund ongoing operations. The Directive will remain in effect for approximately one year from the date of publication.

Another headwind is the dependence on federal grants, cooperative agreements, and tax credits that are subject to conditions, milestones, appropriations, audit, suspension, and termination. As of June 30, 2026, the Company had invoiced only 11% of eligible reimbursements under the $57.7 million DOE award, 27% under the $10.0 million award, and 1% under the $143.6 million award, and had not recognized any amounts in respect of the 48C program tax credits. The DOE terminated the $57.7 million grant effective October 9, 2025, but it was reinstated in its entirety in January 2026. There is no assurance that these awards will not again be terminated, suspended, reduced, descoped, or delayed, and any such outcome could require the Company to curtail or abandon planned projects. The Company also faces risks from volatile global metal prices, customer concentration, and the concentration of operations at a single recycling facility and a single exploration-stage project in Nevada.

The Company may require significant additional financing within the next 12 months to fund operations and develop its recycling, extraction, and refining facilities, with no assurance that capital will be available on acceptable terms, which could jeopardize its business plan and continued operations. The Company has incurred operating losses in each period since inception, including a net loss of $73.4 million for the fiscal year ended June 30, 2026, and had an accumulated deficit of $333.5 million and negative cash flows from operating activities of $24.2 million as of and for that fiscal year. A recently-issued federal directive effective August 27, 2026 essentially prohibits the export of black mass by any domestic company unless an exception is obtained from the U.S. Department of Commerce's Bureau of Industry and Security, and since sales of black mass represent the majority of total revenue and substantially all current black mass customers are located outside the United States, the loss of this revenue would have a material adverse effect. The Company depends on federal grants and tax credits, including the $57.7 million DOE cooperative agreement, the $10.0 million DOE award, the $143.6 million DOE award, and $60.0 million of tax credits, but as of June 30, 2026 had invoiced only 11% under the $57.7 million award, 27% under the $10.0 million award, and 1% under the $143.6 million award, and had not recognized any amounts in respect of the 48C program tax credits. Revenue from five major customers accounted for approximately 86% of revenue for fiscal 2026, and the loss of any of them could materially reduce revenue. Substantially all operations are concentrated at a single recycling facility in McCarran, Nevada and a single exploration-stage project in Nevada, and any disruption could halt production.

Management's message emphasizes the Company's position as an integrated critical minerals manufacturing company working to increase domestic U.S. production of critical minerals through a three-pronged approach: exploration of new primary resources, development and commercialization of extraction technologies, and commercialization of an integrated process for recycling lithium-ion batteries. The ramp-up and operation of the first integrated lithium-ion battery recycling facility remain top priorities, with the Company significantly expanding resources including hiring additional technical staff, expanding laboratory facilities, and purchasing equipment. Management highlights the achievement of first revenue in the fourth quarter of fiscal year 2024 and continued growth in production volumes and revenue through June 30, 2026. Key strategic priorities include the continued expansion of recycling operations, supported by a $150 million DOE grant for a second facility with a processing rate of 100,000 tonnes per year, and the development of the Tonopah Flats Lithium Project, with a PFS estimating 21.3 million tonnes LHM resource and 2.7 million tonnes of proven and probable reserves. Management also emphasizes the reinstatement of the $57.7 million DOE cooperative agreement for the lithium hydroxide refinery in January 2026 after a temporary termination, and the selection of the TFLP as a Transparency Priority Project and Covered Priority Project by the FAST-41 Permitting Council.