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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended June 30, 2025

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934

 Commission
File number: 001-41811

 (Exact
 name of registrant as specified in its charter)

 33-1227980

 (State
 or other jurisdiction

 of
 incorporation or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 Washington Street, Suite 100, Reno, NV 89503

 (Address
 of principal executive offices, including zip code)

 (775) 473-4744

 (Registrant's
 telephone number, including area code)

 (Former
name, former address and former fiscal year, if changed since last report)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of Each Class

 Trading
 Symbol(s)

 Name
 of Each Exchange on Which Registered

 Common
 stock, $0.001 par value

 ABAT

 The
 Nasdaq Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm
that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes No

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates, based on the closing price per share of the
registrant's common stock on The Nasdaq Capital Market was approximately $ 208 million as of December 31, 2024.

 Number
of shares outstanding of the registrant's common stock, par value $ 0.001, as of September 15, 2025: 118,046,888.

 DOCUMENTS
INCORPORATED BY REFERENCE

 Certain
information in Part III of this Annual Report on Form 10-K is incorporated by reference to our definitive Proxy Statement for the 2025
Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days after the fiscal year ended June
30, 2025.

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
annual report on Form 10-K (this "Report") contains forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange
Act"). All statements included in this Report, other than statements of historical facts, that address activities, conditions,
events, or developments with respect to our financial condition, results of operations, business prospects or economic performance that
we expect, believe, or anticipate will or may occur in the future, or that address plans and objectives of management for future operations,
are forward-looking statements. The forward-looking statements are contained principally in the "Business" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" sections of this Report. These statements involve known
and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different
from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can
identify forward-looking statements by terms such as "anticipates", "believes", "seeks", "could",
"estimates", "expects", "intends", "may", "plans", "potential",
"predicts", "projects", "should", "would" and similar expressions intended to identify
forward-looking statements.

 Forward-looking
statements appear throughout this report, and include statements about such matters as: anticipated operating results; relationships
with our customers; consumer demand; financial resources and condition; changes in revenues; changes in profitability; changes in accounting
treatment; cost of sales; selling, general and administrative expenses; interest expense; the ability to produce the liquidity or enter
into agreements to acquire the capital necessary to continue our operations and take advantage of opportunities; legal proceedings and
claims.

 Forward-looking
statements reflect our current views with respect to future events and are based on assumptions and analyses made by us in light of our
experience and our perception of historical trends, current conditions, expected future developments, and other factors that we believe
are appropriate under the circumstances. We caution you that forward-looking statements are not guarantees of future performance and
these statements are subject to known and unknown risks and uncertainties, which may cause our actual results or performance to be materially
different from any future results or performance expressed or implied by the forward-looking statements. Factors that may cause our financial
condition, results of operations, business prospects or economic performance to differ from expectations include the factors discussed
in Part I, Item 1A, Risk Factors below and elsewhere in this Report.

 Also,
forward-looking statements represent our estimates and assumptions only as of the date of this Report. You should read this Report and
the documents that we reference and file as exhibits to this Report completely and with the understanding that our actual future results
may be materially different from what we expect. The forward-looking statements in this report speak only as of the filing of this Report.
Except as required by applicable securities laws, we assume no obligation to update any prior forward-looking statements.

 PRESENTATION
OF INFORMATION

 Except
as otherwise indicated by the context, references in this Report to "we", "us", "our" and the "Company"
are to the combined business of American Battery Technology Company and its consolidated subsidiaries.

 This
Report includes our audited consolidated financial statements as of and for the fiscal years ended June 30, 2025 and June 30, 2024. These
financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("US GAAP").
All financial information in this Report is presented in US dollars, unless otherwise indicated, and should be read in conjunction with
our audited consolidated financial statements and the notes thereto included in this Report.

 TABLE
OF CONTENTS

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 [Reserved.]

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item
 8.

 Financial
 Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 Item
 15.

 Exhibits and Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 Signatures

 PART
I

 Item
1. Business

 Introduction

 American
Battery Technology Company (the "Company", "ABTC", "we" and "us") is an integrated critical
battery materials company in the lithium-ion battery industry that is working to increase the domestic U.S. production of critical battery
materials, such as lithium, nickel, cobalt, and manganese through its engagement in the exploration of new primary resources of battery
metals, the development and commercialization of new technologies for the extraction of these battery metals 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 battery materials and to ensure that as these materials
reach their end of lives, the constituent elemental battery metals are returned to the domestic manufacturing supply chain in a closed-loop
fashion. In addition, we are committed to operating our business in a safe and environmentally responsible manner by working with our
employees, customers, vendors, and local communities to minimize our environmental impact and comply with local, state and federal environmental
laws and regulations.

 The
Company's corporate headquarters are in Reno, Nevada, and its mineral exploration office is located in Tonopah, Nevada. The Company's
recycling plant for recycling lithium-ion batteries 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 of the Company 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

 Lithium-ion
batteries have become the rechargeable battery of choice in cell phones, computers, electric vehicles, and large scale electric
stationary storage systems. The global market for lithium-ion batteries surpassed $100B in 2024 and is projected to exceed $250B by
2030, as there continues to be technology, regulatory, and social movement driving demand growth. This, in turn, is driving
significant increases in demand for battery materials such as lithium, cobalt, nickel, and manganese.

 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,

 chemical
 refiners,

 cell
 manufacturers, and

 manufacturers
 of end-use product (electric vehicle, stationary storage, consumer electronics, etc.) manufacturers.

 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 Battery Materials Supply

 Supply
of battery materials is currently dominated by primary production. Development of new sources of primary supply are typically subject
to long development 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 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 under development.

 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 the previously
mentioned minerals, 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 a black mass. This resulting back 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.
Metal refiners are developing processes to extract battery-grade materials from the various forms of black mass.

 The
overall market and pricing for battery feedstock materials 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

 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 (lithiated cobalt oxide, lithiated nickel-cobalt-aluminum oxide,
lithiated nickel-cobalt-manganese oxide, lithiated nickel-cobalt-manganese-aluminum oxide, lithiated nickel-oxide, and lithiated
manganese-oxide) 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 Company intends to commission each phase in sequence. Phase 1, the automated
de-manufacturing process, separates the components of battery feedstock material into its constituent components, including scrap metals
and cathode and anode powders in the form of black mass filter cake. Scrap metals are then sold as byproducts under various offtake agreements
or into the open scrap market. The black mass filter cake produced in this phase will also be sold under offtake contracts or into the
open market. Upon commissioning of Phase 2, the black mass produced in Phase 1 will be fed into a proprietary chemical extraction train
to extract lithium, nickel, cobalt, manganese and other products and upgrade them to the battery cathode grade specifications demanded
by high energy density cathode 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 one 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 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:

 Decreased
 air and liquid pollutant emissions through strategic design, and with no high-temperature operations,

 Separation
 of low value materials early in the processing train allows for high recovery and purity of high value products,

 Metal
 products manufactured to meet battery cathode specifications are able to re-enter supply chain in closed-loop fashion,

 Throughput
 of recycling facilities equal to that of manufacturing facilities, on a per region basis,

 Low
 capital costs, through avoidance of high-temperature operations and minimal generation of waste, and

 Short
 processing residence times through high-speed strategic disassembly and material handling.

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

 Industry
Collaborations

 In
September 2019, the Company 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 lithium-ion battery metal 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. Participants were asked to demonstrate their ability to recycle an end-of-life lithium-ion battery into battery
grade minerals that could then be used for the manufacture of new lithium-ion batteries. As the winner, the Company received seed funding, access to the Greentown Labs facilities (see Item 2. Properties), and the exploration of partnership agreements with the host companies.
The Company and BASF continue to explore several avenues of collaboration to accelerate the commercialization of the Company's
lithium-ion battery recycling technology.

 In
October 2021, the Company, received a competitively bid $2 million contract award from the US Advanced Battery Consortium
("USABC"). USABC is a subsidiary of the United States Council for Automotive Research LLC and enabled by a cooperative agreement
with the U.S. Department of Energy (DOE). The member companies include General Motors, Ford Motor Company, and Stellantis NV. USABC's
mission is to develop electrochemical energy storage technologies that advance commercialization of next generation electrified vehicle
applications. The objective of the contract award is for the commercial-scale development and demonstration of an integrated lithium-ion
battery recycling system, the production of battery cathode grade metal products, the synthesis of high energy density active cathode
material from these recycled battery metals by cathode producer and lithium-ion battery recycler BASF, and the fabrication of large format
automotive battery cells from these recycled materials and the testing of these cells against otherwise identical cells made from virgin
sourced metals by cell technology developer C4V. The demonstration of the entire closed-loop battery manufacturing supply chain within
a single project is meant to foster the establishment of a domestic low-cost and low-environmental impact battery recycling infrastructure

 Competition

 The
Company expects to recover several types of byproducts as well as battery cathode grade lithium, nickel, cobalt, and manganese products
through its recycling process and will compete with two categories of producers of these commodities: competing recycling processers
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, processers 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 our internally developed sustainable lithium extraction process for the manufacturing of battery
cathode grade lithium hydroxide from Nevada-based sedimentary claystone primary resources. (See Item 2. Properties for additional information).

 The
Company is currently conducting 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 will continue to analyze the economic competitiveness of the project throughout the demonstration phases.

 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
Collaborations

 In
October 2021, the Company, as the primary grantee, with DuPont Water Solutions as a sub-grantee, was awarded a $4.5 million competitive
grant through the US Department of Energy's Advanced Manufacturing Office, Critical Materials Innovation program to advance the
research, development, and commercialization of its technologies for the mining and manufacturing of battery grade lithium hydroxide
from its lithium-bearing claystone deposits. The grant provided partial funding for the development of a multi-tonnes per day processing
facility to implement its lithium refining technology at pilot facility scale which was commissioned in the fourth quarter of fiscal
year 2024.

 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 15, 2025, the Company had 157 full-time and 6 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 Securities Exchange Act of 1934, as amended, and, in accordance
therewith, we file periodic reports, proxy statements and other information with the Securities and Exchange Commission (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 at  as soon as reasonably practicable after those reports
are electronically filed with, or furnished to, the SEC.

 Item
1A. Risk Factors

 Investing
in our securities involves a high degree of risk. Before making an investment decision, you should consider carefully the risks and uncertainties
described below, together with all of the other information in this Annual Report on Form 10-K, including our financial statements and
related notes thereto included elsewhere in this Annual Report on Form 10-K and in our other filings with the SEC. Our business, operating
results, financial condition or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently
do not believe are material. If any of the risks actually occur, our business, operating results, financial condition and prospects could
be adversely affected. In that event, the market price of our common stock could decline, and you could lose part or all of your investment.
References to "we," "our," or "us" generally refer to the Company, unless otherwise specified.

 Summary
Risk Factors

 Risks
Relating To Our Business

 Our
business is subject to numerous risks and uncertainties. The following is a summary of the principal risks we face:

 There
 is substantial doubt about Company's ability to continue as a going concern and to
 achieve or sustain profitability.

 We
 may require significant additional financing within the next 12 months to fund operations
 and develop our recycling, extraction, and refining facilities, but there is no assurance
 such capital will be available on acceptable terms, or at all, which could jeopardize our
 business plan and continued operations.

 We
 may face challenges in executing our growth strategy and effectively managing any expansion.
 Strategic transactions we pursue could be disruptive, result in shareholder dilution, or
 otherwise negatively impact our operations.

 Our
 ability to source, recover, and recycle lithium-ion battery materials in an economical and
 efficient manner may be limited, which could affect our ability to meet market demand.

 If
 we are unable to continue to operate our recycling facility and improve efficiency, our
 business could be materially harmed. Our operations depend on the continued performance and
 availability of our recycling facilities, as well as on securing sufficient feedstock.

 Our
 ability to achieve and sustain profitability depends heavily on volatile global metal
 prices—driven by global economic, political, and market factors as well as product
 quality and customer specifications—and unfavorable pricing could reduce revenues,
 hinder customer demand, and negatively impact our business value and share price.

 Safety
 concerns in handling lithium-ion batteries, changes in battery chemistry or technology, slower-than-expected
 adoption of electric vehicles or stationary energy storage batteries, or reduced government support for clean energy could all negatively
 impact our revenues and operating results.

 Our
 operations are subject to development and execution risks, as well as potential limitations
 in obtaining applicable permits and in obtaining or maintaining insurance coverage.

 Declines
 in demand, volatility in benchmark metal prices, or shifts in the quantity and composition
 of lithium-ion battery feedstock available to us could materially affect our costs, revenues,
 and results of operations.

 We
 depend on the skills and experience of our senior management team and key employees. The
 loss of any such personnel could have a material adverse effect on our business.

 We
 may be exposed to litigation, foreclosure, or regulatory actions, any of which could adversely
 affect our financial condition and results.

 Geopolitical
 competition over critical minerals and government policies aimed at securing domestic supply
 chains may restrict our ability to access certain markets, partners, or suppliers, which
 could increase costs and limit growth opportunities.

 in international trade policies, tariffs, or trade disputes—particularly involving
 major lithium-producing countries—could disrupt supply chains, increase costs, or limit
 market access, materially impacting our operations and profitability.

 in government policies or funding priorities for critical minerals could reduce or eliminate
 incentives, grants, or programs we rely on, adversely affecting our operations and growth.

 Export
 controls or trade restrictions on lithium, equipment, or technology could limit our market
 access, sourcing options, or partnerships, and create compliance conflicts across jurisdictions.

 Resources and Reserves are estimates subject to inherent uncertainties, including geological,
 engineering, and economic assumptions; actual tonnage, grades, recoveries, or costs may differ
 materially, which could adversely affect the Company's operations and financial results.

 There
 is no assurance that economically recoverable mineral reserves exist on our properties, and
 even if reserves are identified, exploration and development risks could prevent their extraction
 or the generation of revenue, adversely affecting our business and operations.

 Evolving
 federal and state regulations on battery recycling and extended producer responsibility may
 create new compliance obligations, increase operating costs, or affect the economics of our
 recycling operations.

 in income tax rates or laws, or disputes with tax authorities, could materially affect our
 results of operations and financial condition.

 If
 we fail to adequately protect our intellectual property, or if third parties assert claims
 of infringement against us, we could face significant costs, potential damages, and restrictions
 on our ability to use certain technologies.

 Despite
 mitigation measures, increasing cybersecurity threats and potential attacks could compromise
 our systems, disrupt operations, expose sensitive data, and materially and adversely impact
 the Company's business.

 Risks
Relating to Ownership of Our Securities

 We
 may issue additional equity securities in the future without seeking shareholder approval.
 Any such issuance could dilute existing ownership and potentially place downward pressure
 on the market price of our common shares. In addition, the interests of our directors and
 executive officers may not always align with those of other shareholders.

 Our
 common shares have experienced, and may continue to experience significant volatility. We
 also do not currently anticipate paying dividends in the foreseeable future.

 We
 have identified a material weakness in our internal control over financial reporting (ICFR).
 If we fail to remediate this weakness and establish effective controls, our business,
 operating results, and the market price of our shares could be materially adversely affected.

 Compliance
 with the regulatory requirements applicable to U.S. domestic issuers is expected to require
 considerable time, cost, and resources.

 We
 do not currently intend to pay dividends on our common shares and, consequently, your ability
 to achieve a return on your investment will depend on appreciation in the price of our common
 shares.

 Failure
 to comply with covenants in our debt agreements could result in default, acceleration of
 repayment obligations, or loss of collateral, which could materially adversely affect our
 business and operations.

 We
 may be required to record write-downs, impairments, restructurings, or other charges, any
 of which could materially and negatively impact our financial condition, operating results,
 and share value.

 Risks
Relating to Our Business

 There
is substantial doubt about our ability to continue as a going concern and to achieve or sustain profitability.

 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 to meet expected cash requirements. 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 the financial statements included in this Form 10-K. In their report on our financial statements included in this Form 10-K, our independent auditors have
expressed substantial doubt about our ability to continue as a going concern.

 We
may require significant additional financing within the next 12 months to fund operations and develop our recycling, extraction, and
refining facilities, but there is no assurance such capital will be available on acceptable terms, or at all, which could jeopardize
our business plan and continued operations.

 We
may need additional financing to execute our business plan and fund operations, which additional financing may not be available on reasonable
terms or at all. We may need to raise capital over the next 12 months to satisfy such requirements, the receipt of which cannot be assured.
We may also require capital in order to fully develop our recycling, extraction and refining operations. We intend to seek additional
funds through various financing sources, including the private sale of our equity and debt securities, potential joint ventures with
capital partners, grants, government loans, and project financing of our recycling facilities. However, there can be no guarantees that
such funds will be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we
may be unable to further pursue our business plan and we may be unable to continue operations, in which case you may lose your entire
investment.

 We
may face challenges in executing our growth strategy and effectively managing any expansion. Strategic transactions we pursue could be
disruptive, result in shareholder dilution, or otherwise negatively impact our operations.

 We
are engaged in the business of lithium-ion battery recycling through proprietary recycling technology. While lithium-ion battery
recycling is an established business, most existing processes rely on bulk high-temperature processes or bulk shredding techniques. In
contrast, we have developed a highly strategic recycling processing train that avoids these non-selective treatments of the full battery. Having commenced commercial operations, we are continuing to ramp up and expand production
capacity within our current facility. The uniqueness of our process presents potential risks associated with scaling an unproven
business model, and there can be no assurance that as we advance large-scale manufacturing and operations, we will not encounter
unexpected costs or hurdles that could restrict our intended scale or negatively impact projected gross profit margins.

 The
Company is in the process of exploring and developing a mineral resource near Tonopah, Nevada, with the intent of progressing the project
to mining and processing activities. The Company has no prior history of completing the development of a mining project or conducting
mining operations. If found to be economically feasible, the future development of mineral resources will require the construction and
operation of a mine, processing plant and related infrastructure. While certain members of management have mining development and operational
experience, the Company does not have any such experience as a collective organization. As a result of these factors, the Company's
future success is more uncertain than if it had a proven operating history.

 If
the Tonopah Flats project advances, the Company is and will continue to be subject to all risks inherent with establishing new
mining operations including: the time and costs of construction of mining and processing facilities and related infrastructure; the
availability and costs of skilled labor and mining equipment and supplies; the need to obtain necessary environmental and other
governmental approvals, licenses and permits, and the timing of the receipt of those approvals, licenses and permits; the
availability of funds to finance construction and development activities; potential opposition from non-governmental organizations,
indigenous peoples, environmental groups or local groups which may delay or prevent development activities; and potential increases
in construction and operating costs due to various factors, including changes in the costs of fuel, power, labor, contractors,
materials, supplies and equipment.

 It
is common in new mining operations to experience unexpected costs, problems and delays during construction, commissioning and mine start-up,
as well as delays in the early stages of mineral production.

 Our
ability to source, recover, and recycle lithium-ion battery materials in an economical and efficient manner may be limited, which could
affect our ability to meet market demand.

 The
success of our lithium-ion battery recycling operations is fundamentally dependent on our ability to secure adequate quantities of
spent lithium-ion batteries and other feedstock materials of sufficient quality and at economically viable prices. The availability
of feedstock is subject to numerous factors beyond our control, including the growth rate of stationary energy storage batteries,
electric vehicle adoption, battery replacement cycles, consumer and commercial battery disposal practices, competition from other
recycling facilities, and the development of alternative disposal or reuse methods for spent batteries.

 The
quality and composition of feedstock can vary significantly depending on battery chemistry, age, usage patterns, and storage conditions
prior to collection. Degraded, damaged, or contaminated feedstock may yield lower recovery rates of valuable materials, require additional
processing steps, or result in higher operating costs, all of which could negatively impact our profitability. Additionally, the presence
of foreign materials, different battery chemistries than expected, or hazardous contaminants in feedstock could disrupt our operations,
require costly remediation, or pose safety and environmental risks.

 The
feedstock market is still developing, and pricing mechanisms and supply contracts are not yet standardized across the industry. We may
face increasing competition for feedstock from other recycling facilities, battery manufacturers seeking to secure their own supply chains,
and international buyers, potentially driving up feedstock costs. Furthermore, changes in battery technology, such as the development
of longer-lasting batteries or alternative battery chemistries, could reduce the availability of feedstock or alter the economics of
our recycling processes. If we are unable to secure adequate quantities of suitable feedstock at economically viable prices, our recycling
operations may operate below capacity or become unprofitable, which could materially adversely affect our business and financial results.

 If
we are unable to continue to operate our recycling facility and improve efficiency, our business could be materially harmed. Our operations
depend on the continued performance and availability of our recycling facilities, as well as on securing sufficient feedstock.

 Our
future business depends in large part on its ability to economically and efficiently source, recycle, and recover lithium-ion battery
materials (including end-of-life batteries, manufacturing scrap, and third-party black mass) and to meet the growing market demand for
an environmentally sustainable, closed-loop recycling solution. Although we have commenced operations at our McCarran, Nevada facility,
we will need to continue to operate this facility and improve efficiencies.

 While
we have developed and begun to implement our proprietary recycling process at our McCarran location, we have not yet operated at full
commercial scale to consistently produce and sell battery-grade materials. It is uncertain whether we will be able to develop and sustain
efficient, automated, low-cost recycling capabilities and processes, or secure sufficient reliable sources of feedstock, in a manner
that allows it to meet production standards, volumes, and costs necessary to achieve its business objectives. Even if we are successful
in expanding production, we may not be able to do so without delays, cost overruns, or supply chain challenges, some of which may be
outside of our control.

 Our
ability to manage costs over time may be limited in the near term by fixed expenses associated with facility operations, while long-term
cost reductions will require ongoing investment to support growth and process improvements. Any failure to scale operations and achieve
production and cost targets within projected timelines could have a material adverse effect on our business, results of operations, and
financial condition.

 Our
ability to achieve and sustain profitability depends heavily on volatile global metal product prices—driven by global economic, political,
and market factors as well as product quality and customer specifications—and unfavorable pricing could reduce revenues, hinder
customer demand, and negatively impact our business value and share price.

 The
ability to reach and sustain profitable operations on the recycling and extraction projects, if and to the extent the projects are developed
and enter full commercial operation, will be significantly affected by changes in the market price of global metal products. The
market price of these products fluctuates widely and is affected by numerous factors beyond the Company's control, including world
supply and demand, pricing characteristics for alternate energy sources such as oil and gas, government policy and laws, interest rates,
the rate of inflation and the stability of currency exchange rates, and other geopolitical and global economic factors. Such external
economic factors are influenced by changes in international investment patterns, various political developments and macro-economic circumstances.
Furthermore, the price of lithium products is significantly affected by their purity and performance, and by the specifications of end-user
battery manufacturers. If the products produced from the Company's projects do not meet battery-grade quality and/or do not meet
customer specifications, pricing will be reduced from that expected for battery-grade product. In turn, the company may lose or fail
to attract customers. The Company may not be able to effectively mitigate pricing risks for its products. Depressed pricing for the Company's
products will affect the level of revenues expected to be generated by the Company, which in turn could affect the value of the Company,
its share price and the potential value of its properties.

 Safety
concerns in handling lithium-ion batteries, changes in battery chemistry or technology, slower-than-expected adoption of electric
vehicles or stationary energy storage batteries, or reduced government support for clean energy could all negatively impact our revenues and operating
results.

 The
Company's operations are subject to all the hazards and risks normally incidental to the exploration for, and the development and
operation of, mineral properties. The Company strives to implement comprehensive health and safety measures designed to comply with government
regulations and protect the health and safety of the Company's workforce in all areas of its business. The Company also strives
to comply with environmental regulations in its operations. Nonetheless, risks associated with the Company's planned operations
include fires, power outages, shutdowns due to equipment breakdown or failure, aging of equipment or facilities, unexpected maintenance
and replacement expenditures, human error, labor disruptions or disputes, inclement weather, higher than forecast precipitation, flooding,
shortages of water, explosions, releases of hazardous materials, landslides, earthquakes, industrial accidents and explosions, protests
and other security issues, and the inability to obtain adequate machinery, equipment or labor due to shortages, strikes or public health
issues such as pandemics.

 We
may be held responsible for the costs of remediating contamination at the site of current or former activities or at third party sites
or be held liable to third parties for exposure to hazardous substances should those be identified in the future. Under the U.S. Comprehensive
Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA") and its state law equivalents, current or former
owners of properties may be held jointly and severally liable for the costs of site cleanup or required to undertake, remedial actions
in response to unpermitted releases of hazardous substances at such property, in addition to, among other potential consequences, liability
to governmental entities for the cost of damages to natural resources, which may be significant.

 Our
operations are subject to development and execution risks, as well as potential limitations in obtaining applicable permits and obtaining
or maintaining insurance coverage.

 Our
operations in the United States are subject to the federal, state and local environmental, health and safety laws applicable to the reclamation
of lithium-ion batteries and exploration for, and the development and operation of, mineral properties. Depending on how any particular
operation is structured, our operations and related facilities will have to obtain environmental permits or approvals to operate, including
those associated with, among other things, air emissions, water discharges, waste management and storage, and exploration and development
of mineral properties on federal lands and related processing facilities. We may face opposition from local residents or public interest
groups to the installation and operation of our facilities. Failure to secure (or significant delays in securing) the necessary approvals
could prevent us from pursuing some of our planned operations and adversely affect our business, financial results and growth prospects.
Additionally, there can be no certainty that current permits will be maintained, permitting changes will be approved, estimated permitting
timelines will be met, estimated costs will be accurate, or additional or approvals required to carry out recycling, extraction and refining
will be obtained. There is the risk that existing permits will be subject to challenges of regulatory administrative processes and similar
litigation and appeal processes. Litigation and regulatory review processes can result in lengthy delays, with uncertain outcomes. Such
issues could impact the expected timelines of the Company's projects and consequently have a material adverse effect on the Company's
prospects and business.

 While
the Company maintains insurance to protect against certain risks associated with its business, insurance may not be available to insure
against all risks, or the costs of such insurance may be uneconomic. The Company may also elect not to obtain insurance for other reasons.
Insurance policies maintained by the Company may not be adequate to cover the full costs of actual liabilities incurred by the Company
or may not be continued by insurers for reasons not solely within the Company's control. The Company maintains liability insurance
in accordance with industry standards. However, losses from uninsured and underinsured liabilities have the potential to materially affect
the Company's financial position and prospects.

 Declines
in demand, volatility in benchmark metal prices, or shifts in the quantity and composition of lithium-ion battery feedstock available
to us could materially affect our costs, revenues, and results of operations.

 The
Company is exposed to commodity price movements for the inventory it holds and the products it plans to produce. Commodity price risk
management activities are currently limited to monitoring market prices. The Company's future revenues, if any, are sensitive to
the market prices of the metals contained in its planned products.

 The
Company's projects are highly dependent on the demand for and uses of lithium-based end products. This includes lithium-ion batteries
for electric vehicles, stationary energy storage systems, and other large format batteries that currently have limited market share and whose projected adoption rates are
not assured. To the extent that such markets do not develop in the manner contemplated by the Company, then the long-term growth in the
market for lithium products will be adversely affected. This would inhibit the potential for development of the projects, their potential
commercial viability and would otherwise have a negative effect on the business and financial condition of the Company. In addition,
as a commodity, lithium market demand is subject to the substitution effect in which end-users adopt an alternate commodity as a response
to supply constraints or increases in market pricing. These circumstances could limit the quantity of customers and prices paid for our
products. To the extent that these factors arise in the market for lithium, it could have a negative impact on overall prospects for
growth of the lithium market and pricing, which in turn could have a negative effect on the Company and its projects.

 We
depend on the skills and experience of our senior management team and key employees. The loss of any such personnel could have a material
adverse effect on our business.

 The
Company is concurrently overseeing the advancement of our major battery material projects. Working to advance these projects requires the dedication
of considerable time and resources by the Company and its management team. The advancement of the projects concurrently brings with it
the associated risk of strains on managerial, human and other resources. The Company's ability to successfully manage each of these
processes will depend on a number of factors, including its ability to manage competing demands on time and other resources, financial
or otherwise, and successfully retain personnel and recruit new personnel to support its growth and the advancement of its projects.

 The
Company highly values the contributions of its key personnel. The success of the Company continues to depend largely upon the performance
of key officers, employees and consultants who have advanced the Company to its current stage of development and contributed to its potential
for future growth. The market for qualified talent has become increasingly competitive, with shortages of qualified talent relative to
the number of available opportunities being experienced in all markets where the Company conducts its operations. The ability to remain
competitive by offering higher compensation packages and programs for growth and development of personnel, with a view to retaining existing
talent and attracting new talent, has become increasingly important to the Company and its operations in the current climate. Any prolonged
inability to retain key individuals, or to attract and retain new talent as the Company grows, could have a material adverse effect upon
the Company's growth potential and prospects.

 Additionally,
the Company has not purchased any "key-man" insurance for any of its directors, officers, or key employees and currently has
no plans to do so.

 We
may be exposed to litigation, foreclosure, or regulatory actions, any of which could adversely affect our financial condition and results.

 The
Company may be subject to a variety of regulatory requirements, and resulting investigations, claims, lawsuits and other proceedings
in the ordinary course of its business, as a result of its status as a publicly traded company and because of its mining exploration
and development business. Litigation related to environmental and climate change-related matters, the Company's environmental practices,
the environmental benefits of the Company's products or services, ESG disclosure, and securities class actions arising from share
price volatility is also on the rise. The occurrence and outcome of any legal proceedings cannot be predicted with any reasonable degree
of certainty due to the inherently uncertain nature of litigation, including the effects of discovery of new evidence or advancement
of new legal theories, the difficulty of predicting decisions of judges and juries and the possibility that decisions may be reversed
on appeal. Defense and settlement costs of legal claims can be substantial, even with respect to claims that are determined to have little
or no merit.

 Litigation
may be costly and time-consuming and can divert the attention of management and key personnel away from day-to-day business operations.
The Company and its projects are, from time to time, subject to legal proceedings or the threat of legal proceedings. If the Company
were to be unsuccessful in defending any such claims against it, or unable to settle claims on a satisfactory basis, the Company may
be faced with significant monetary damages, injunctive relief or other negative impacts that could have a material adverse effect on
the Company's business and financial condition. To the extent the Company is involved in any active litigation, the outcome of
such matters may not be determinable, and it may not be possible to accurately predict the outcome or quantum of any such proceedings
at a given time.

 Geopolitical
competition over critical minerals and government policies aimed at securing domestic supply chains may restrict our ability to access
certain markets, partners, or suppliers, which could increase costs and limit growth opportunities.

 Lithium
has become central to national security strategies focused on energy independence and technological competitiveness, particularly in
the context of electric vehicle adoption and renewable energy storage. The ongoing strategic competition between the United States, China,
and other major powers has resulted in increased scrutiny of critical mineral supply chains, with governments implementing policies to
reduce dependence on foreign sources and secure domestic supply chains. This competition may limit our ability to engage in business
relationships with companies from certain countries, access international markets, or utilize the most cost-effective suppliers and partners
regardless of their geographic location.

in international trade policies, tariffs, or trade disputes—particularly involving major lithium-producing countries—could
disrupt supply chains, increase costs, or limit market access, materially impacting our operations and profitability.

 The
Company's operations and profitability may be significantly impacted by changes in international trade policies, tariffs, and trade
disputes. As a lithium recycling and mining company, we may be subject to tariffs on imported equipment, raw materials, or components
necessary for our operations. Additionally, retaliatory tariffs imposed by other countries could affect demand for our products or increase
costs of doing business internationally. Changes in trade relationships, particularly between the U.S. and major lithium-producing countries
like China, could disrupt supply chains, increase operational costs, or limit market access. The Company has limited ability to mitigate
these risks, and significant changes in trade policy could materially adversely affect our business, financial condition, and results
of operations.

in government policies or funding priorities for critical minerals could reduce or eliminate incentives, grants, or programs we rely
on, adversely affecting our operations and growth.

 Government
policies regarding critical minerals are subject to frequent changes based on national security priorities, supply chain assessments,
and political considerations. Changes to critical minerals lists, or government funding priorities related to commercial facilities for
the mining or manufacturing of critical minerals, could affect our eligibility for government incentives, grants, or preferential treatment
in government procurement. The termination of existing grants or the modifications of programs such as the Defense Production Act, the
Infrastructure Investment and Jobs Act, or the Inflation Reduction Act could impact available funding, tax incentives, or regulatory
streamlining that we currently benefit from or expect to benefit from in the future. Additionally, changes in government priorities or
budget constraints could further result in the elimination or reduction of programs that support domestic critical mineral production
and processing.

 Export
controls or trade restrictions on lithium, equipment, or technology could limit our market access, sourcing options, or partnerships,
and create compliance conflicts across jurisdictions.

 Governments
may impose export controls, licensing requirements, or outright bans on the export of lithium and related materials, processing equipment,
or technology. Such restrictions could limit our access to international markets for our products, prevent us from sourcing equipment
or materials from certain countries, or restrict our ability to engage in technology transfer or joint ventures with foreign partners.
The extraterritorial application of export controls by various countries could also create compliance conflicts where adherence to one
country's export control regime violates another's requirements.

Resources and Reserves are estimates subject to inherent uncertainties, including geological, engineering, and economic assumptions;
actual tonnage, grades, recoveries, or costs may differ materially, which could adversely affect the Company's operations and financial
results.

Resources and Mineral Reserves figures are estimates only. Estimated tonnages and grades may not be achieved if the projects are brought
into production; differences in grades and tonnage could be material; and, estimated levels of recovery may not be realized. The estimation
of Mineral Resources and Mineral Reserves carries with it many inherent uncertainties, of which many are outside the control of the Company.
Estimation is by its very nature a subjective process, which is based on the quality and quantity of available data, engineering assumptions,
geological interpretation and judgements used in the engineering and estimation processes. Estimates may also need to be revised based
on changes to underlying assumptions, such as commodity prices, drilling results, metallurgical testing, production, and changes to mine
plans of operation. Any material decreases in estimates of Mineral Resources or Mineral Reserves, or an inability to extract Mineral
Reserves could have a material adverse effect on the Company, its business, results of operations and financial position.

 Any
estimates of Inferred Mineral Resources are also subject to a high degree of uncertainty and may require a significant amount of exploration
work to determine if they can be upgraded to a higher confidence category. Risks associated with upgrading the Tonopah project to a higher
confidence category include the accuracy of fault modeling and offset of lithium-hosting lithologies on western-side of mineral resource,
the lack of project-specific lithologic density data, the accuracy of processing cost used in the pit optimization to define the resource
which can potentially affect resource cut-off grades, and the large fluctuations in commodity prices which can potentially affect resource
cut-off grades.

 There
is no assurance that economically recoverable mineral reserves exist on our properties, and even if reserves are identified, exploration
and development risks could prevent their extraction or the generation of revenue, adversely affecting our business and operations.

 We
cannot assure you about the existence of economically extractable mineralization at this time, nor about the quantity or grade of any
mineralization we may have found. Because the probability of an individual prospect ever having reserves is uncertain, our properties
may not contain any reserves and any funds spent on evaluation and exploration may be lost. Even if we confirm reserves on our properties,
any quantity or grade of reserves we indicate must be considered as estimates only until such reserves are mined. We do not know with
certainty that economically recoverable minerals exist on our properties. In addition, the quantity of any reserves may vary depending
on commodity prices. Any material change in the quantity or grade of reserves may affect the economic viability of our properties. Further,
our lack of established reserves means that we are uncertain about our ability to generate revenue from our operations.

 Even
if we do eventually discover a mineral reserve on one or more of our properties, there can be no assurance that they can be developed
into producing mines and that we can extract those minerals. Both mineral exploration and development involve a high degree of risk,
and few mineral properties that are explored are ultimately developed into producing mines.

 Evolving
federal and state regulations on battery recycling and extended producer responsibility may create new compliance obligations, increase
operating costs, or affect the economics of our recycling operations.

 The
regulatory landscape governing battery recycling and extended producer responsibility (EPR) is rapidly evolving at both federal and state
levels. Many states are considering or have implemented EPR programs that require battery manufacturers to take responsibility for the
end-of-life management of their products, including collection, recycling, and proper disposal. While such regulations could increase
the availability of feedstock for our recycling operations, they may also impose new compliance obligations, reporting requirements,
and operational standards on recycling facilities. Changes to battery transportation regulations, hazardous waste classifications, or
recycling performance standards could require costly modifications to our operations or result in penalties for non-compliance. Additionally,
regulations mandating specific recycling rates, recovery efficiencies, or product quality standards could affect the economics of our
recycling operations.

in income tax rates or laws, or disputes with tax authorities, could materially affect our results of operations and financial condition.

to U.S. tax laws could adversely affect the Company or holders of the Common Shares. In recent years, many changes to U.S. federal income
tax laws have been proposed and made, and additional changes to U.S. federal income tax laws are likely to continue to occur in the future.

 We
are subject to review and audit by U.S. federal, state, local tax authorities. Tax authorities may disagree with or challenge tax positions
we take, which if successful could harm our business. We may be subject to additional tax liabilities due to changes in non-income based
taxes resulting from changes in federal, state or local tax laws, changes in taxing jurisdictions' administrative interpretations,
decisions, policies, and positions, results of tax examinations, settlements, or judicial decisions, changes in accounting principles,
changes to our business operations, including acquisitions, as well as the evaluation of new information that results in a change to
a tax position taken in a prior period. In the future, the company may also be subject to foreign jurisdictions where tax law changes
may pose a similar risk.

 If
we fail to adequately protect our intellectual property, or if third parties assert claims of infringement against us, we could face
significant costs, potential damages, and restrictions on our ability to use certain technologies.

 The
Company relies on the ability to protect its intellectual property rights and depends on patent, trademark and trade secret legislation
to protect its proprietary know-how. There is no assurance that the Company has adequately protected or will be able to adequately protect
its valuable intellectual property rights or will at all times have access to all intellectual property rights that are required to conduct
its business or pursue its strategies, or that the Company will be able to adequately protect itself against any intellectual property
infringement claims. There is also a risk that the Company's competitors could independently develop similar technology, processes
or know-how; that the Company's trade secrets could be revealed to third parties; that any current or future patents, pending or
granted, will be broad enough to protect the Company's intellectual property rights; or, that foreign intellectual property laws
will adequately protect such rights. The inability to protect the Company's intellectual property could have a material adverse
effect on the Company's business, results of operations and financial condition. Additionally, the applied science industry is
characterized by frequent allegations of intellectual property infringement. Though we do not expect to be subject to any of these allegations,
any allegation of infringement could be time consuming and expensive to defend or resolve, result in substantial diversion of management
resources, cause suspension of operations or force us to enter into royalty, license, or other agreement, rather than dispute the merits
of such allegation. If patent holders or other holders of intellectual property initiate legal proceedings, we may be forced into protracted
and costly litigation. We may not be successful in defending such litigation and may not be able to procure any required royalty or license
agreements on acceptable terms or at all.

 Despite
mitigation measures, increasing cybersecurity threats and potential attacks could compromise our systems, disrupt operations, expose
sensitive data, and materially and adversely impact the Company's business.

 Threats
to information technology systems associated with cybersecurity risks and cyber incidents or attacks continue to grow and evolve in terms
of severity and sophistication, particularly with the increase in remote work that began during the COVID-19 pandemic. A cybersecurity
attack has the potential to compromise the business, financial and other systems of the Company, and could go unnoticed for some time.
Risks associated with cybersecurity threats include, among other things, loss of intellectual property, disruption of business operations
and safety procedures, loss or damage to worksite data delivery systems, privacy and confidentiality breaches, and increased costs and
time to prevent, respond to or mitigate cybersecurity incidents. The Company has implemented a cybersecurity policy and provided training
to its personnel as mitigation measures. System and network maintenance, upgrades and similar best practices are also followed. However,
despite these measures, the occurrence of a significant cybersecurity incident could have a material adverse effect on the Company's
business and result in a prolonged disruption to it.

 Risks
Relating to Ownership of Our Securities

 We
may issue additional equity securities in the future without seeking shareholder approval. Any such issuance could dilute existing ownership
and potentially place downward pressure on the market price of our common shares. In addition, the interests of our directors and executive
officers may not always align with those of other shareholders.

 We
may issue additional common shares or other equity securities in the future in connection with capital raises, acquisitions, repayment
of indebtedness, or grants under the Company's 2021 Retention Plan ("the Retention Plan"), in many cases without shareholder
approval. We are actively exploring financing options and strategic alternatives, and any fundraising through equity or convertible debt
could result in significant dilution to existing shareholders. In addition, newly issued securities may have rights, preferences, or
privileges senior to those of our common shares.

 Pursuant
to the terms of the Purchase Agreement and Notes, we may issue common shares upon conversion, redemption, or exercise of related provisions.
We may also issue common shares upon the exercise of outstanding warrants.

 The
issuance of additional equity securities could:

 decrease
 our existing shareholders' ownership percentage;

 reduce
 the amount of cash available per share, including for potential future dividends;

 diminish
 the relative voting strength of previously outstanding shares; and

 negatively
 affect the market price of our common shares.

 Our
common shares have experienced, and may continue to experience significant volatility. We also do not currently anticipate paying dividends
in the foreseeable future

 The
market price of the stock of a publicly traded company is affected by a number of variables, many of which are outside the Company's
control. Such factors include: the general condition of markets for resource stocks, and particularly for stocks of lithium exploration
and development companies and other battery-metals stocks; the general strength of the economy; the availability and attractiveness of
alternative investments; analysts' recommendations and their estimates of financial performance; investor perception and reactions
to disclosures made by the Company, and by the Company's competitors; future securities sales; reputational risks of the Company;
and the breadth of the public markets for the stock. Investors could suffer significant losses if the Company's common stock is
depressed or illiquid when an investor seeks liquidity.

 We
have identified a material weakness in our internal control over financial reporting (ICFR). If we fail to remediate this weakness and establish effective controls, our business, operating results, and the market price of our shares could be materially
adversely affected.

 Our
reporting obligations as a public company place a significant strain on our management, operational and financial resources and systems.
Because we failed to maintain an effective system of internal control over financial reporting, we could experience delays or inaccuracies
in our reporting of financial information, or non-compliance with the SEC, reporting and other regulatory requirements. This could subject
us to regulatory scrutiny and result in a loss of public confidence in our management, which could, among other things, cause our stock
price to drop.

 Compliance
with the regulatory requirements applicable to U.S. domestic issuers is expected to require considerable time, cost, and resources.

 As
a public reporting company, we are subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended,
and other federal securities laws, rules and regulations. Complying with these laws and regulations requires more time and attention
of our Board of Directors and management and requires additional employees compared to a privately-held company. In addition, the costs
of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC, furnishing audited reports
to stockholders, maintaining more comprehensive compliance functions, policies and procedures, and corporate governance, are greater
than that of a privately-held company.

 We
do not currently intend to pay dividends on our common shares and, consequently, your ability to achieve a return on your investment
will depend on appreciation in the price of our common shares.

 The
Company has not paid dividends on its Common Shares since incorporation. The Company anticipates that it will retain its earnings and
other cash resources for future operations and the ongoing development of its business. As such, the Company does not intend to declare
or pay any cash dividends in the foreseeable future. Payment of any future dividends is solely at the discretion of the Board, which
will take into account many factors including the Company's operating results, financial condition and anticipated cash needs.

 Failure
to comply with covenants in our debt agreements could result in default, acceleration of repayment obligations, or loss of collateral,
which could materially adversely affect our business and operations.

 The
Company has contractual arrangements that contain affirmative and negative covenants that must be adhered to. It is possible that the
Company could fail to meet the requirements of one or more covenants, resulting in penalties or acceleration of amounts due. No assurance
can be given that a breach will not occur. This could result in a default under our credit agreements that would permit the applicable
lenders to declare all amounts outstanding thereunder to be due and payable, together with accrued and unpaid interest. If we are unable
to repay our debt, creditors would have the right to proceed against the collateral securing the debt. This in turn could have a material
adverse effect on the Company's business and operations.

 We
may be required to record write-downs, impairments, restructurings, or other charges, any of which could materially and negatively impact
our financial condition, operating results, and share value.

 We
make certain accounting estimates and projections in connection with our impairment analysis for long-lived assets in accordance with
applicable accounting guidance. An impairment charge may be required if the impairment analysis indicates that the carrying value of
an asset exceeds the sum of the expected undiscounted cash flows of the asset. The projection of future cash flows used in this analysis
requires the use of judgment and a number of estimates and projections of future operating results. If actual results differ from Company
estimates, additional charges for asset impairments may be required in the future. If impairment charges are significant, our financial
results could be negatively affected.

 Item
1B. Unresolved Staff Comments

 Not
required.

 Item
1C. Cybersecurity

 Risk
Management and Strategy

 We
have processes in place for assessing, identifying, and managing material risks from cybersecurity threats, including potential unauthorized
occurrences on or through both, our physical systems and electronic information systems, that could adversely affect the confidentiality,
integrity, or availability of our information systems or the information residing on those systems. These include a wide variety of mechanisms,
controls, technologies, methods, systems, and other processes that are designed to prevent, detect, or mitigate data loss, theft, misuse,
unauthorized access, or other security incidents or vulnerabilities affecting the data. The data include confidential, proprietary, and
business and personal information that we collect, process and store as part of our business, including on behalf of third parties. Additionally,
 we use processes to oversee and identify material risks from cybersecurity threats associated with our use of third-party technology
and systems, including technology and systems we use for encryption and authentication; employee email; content delivery to customers;
back-office support; and other functions.

 As
part of our risk management process, we conduct application security assessments, vulnerability management, and ongoing risk assessments.
We also maintain a variety of incident response plans that are utilized when incidents are detected. We are implementing a plan to require
employees with access to information systems, including all corporate employees, to undertake data protection and cybersecurity training
and compliance programs at least annually.

 Governance

 We
have a unified and centrally-coordinated team, led by our Chief Operating Officer, that is responsible for implementing and maintaining
centralized cybersecurity and data protection practices at the Company in close coordination with senior leadership and other teams across
the Company. In addition, we also engage assessors, consultants, auditors, or other third parties to assist with assessing, identifying
and managing cybersecurity risks.

 Our
cybersecurity risks and associated mitigations are evaluated by senior leadership, including as part of our risk assessments that are
reviewed by the board of directors.

 The
 board of directors oversees our policies and procedures for protecting our cybersecurity infrastructure and for compliance with applicable
data protection and security regulations and related risks. They also oversee the response to any significant cybersecurity incidents.
Our Chief Operating Officer who has extensive cybersecurity knowledge and skills, heads the team responsible for implementing
and maintaining cybersecurity and data protection practices at the Company and reports directly to the Chief Executive Officer.

 For
 additional information regarding risks from cybersecurity threats that have materially
 affected or are reasonably likely to materially affect our Company, including our business strategy, results of operations,
 or financial condition, please refer to Item 1A, "Risk Factors," in this Annual Report on Form 10-K.

 Item
2. Properties

 The
Company is engaged in the operation of a recycling plant to recycle end-of-life lithium-ion batteries and in the exploration of its
lithium-bearing claystone unpatented mining claims. To do so, the Company owns or holds long-term leases on multiple properties, all
located within the United States, along with leases on laboratory facilities that support our research and development functions. In
addition, the Company holds rights to certain assets, which facilitate the effective use of our properties. We believe that all of our
properties and facilities are well maintained, effectively used, and are adequate to operate our business. Information regarding significant
properties operated by us is outlined below.

 Corporate
Headquarters

 The
Company currently leases executive offices located at 100 Washington Street, Suite 100 in Reno, Nevada, USA. The office space consists
of approximately 5,831 square feet and the lease expires November 30, 2027.

 Recycling
Operations

 McCarran,

 The
Company closed on the purchase of the recycling facility in August 2023. This facility is in the Tahoe-Reno Industrial Center, located
at 2500 Peru Drive, McCarran, Nevada, and was previously utilized for the recycling of lead-acid batteries, and was already equipped
with much of the infrastructure and utility equipment necessary to implement the Company's recycling processes, including the electrical
distribution, HVAC, compressed air, water treatment, material handling, analytical quality control, and operational control rooms.

 The
facility houses the Company's first-of-kind integrated battery recycling system which utilizes a strategic de-manufacturing and
targeted chemical extraction train in order to recover battery materials with high yields, low cost, and with a low environmental footprint.
These processes are fundamentally different than conventional methods of battery recycling, which utilize high temperature furnaces,
such as smelting, or non-strategic shredding or grinding systems. The Company's system results in battery metals separation, recovery
and purification of high-value, battery-grade products with less environmental impact and greater potential cost efficiencies than conventional
methods.

 As
the Company ramps up operations of its integrated recycling processes, the facility will be commissioned in phases. In the first phase,
which was commissioned in the fourth quarter of fiscal 2024, battery materials are recycled into products including copper, aluminum,
steel, a lithium intermediate, and a black mass intermediate material. In the second phase, this lithium intermediate will be further refined into a battery grade lithium hydroxide product, and the black mass intermediate
material will be further refined into battery grade nickel, cobalt, manganese, and lithium hydroxide products.

 Fernley,

 On
August 14, 2020, the Company purchased approximately 12.44 acres of undeveloped industrial land in Fernley, Nevada in a Qualified
Opportunity Zone (QOZ). The Company began construction of a recycling facility before prioritizing the new location in McCarran,
Nevada. During the quarter ended June 30, 2024, Management and the Board of Directors approved a plan to sell the Fernley facility,
and the Company has classified the facility and land as held for sale. See Note 7 of the consolidated financial statements for
further details.

 Feedstock
Storage – Fernley, Nevada

 On
July 23, 2021, the Company purchased 11.55 acres of industrial-zoned land in Fernley, Nevada. The Company intended to construct a supplemental
storage facility for recycled battery feedstock on this site. The City of Fernley has approved the City Use Permit for the site. During
the quarter ended June 30, 2024, Management and the Board of Directors approved a plan to sell the land, and the Company classified the
land as held for sale. As of June 30, 2025, the land was no longer actively marketed for sale and was therefore reclassified back to
property, plant, and equipment. See Note 7 of the consolidated financial statements for further details.

 Land
for Supplemental Storage – McCarran, Nevada

 On
June 28, 2021, the Company purchased approximately 13.87 acres of industrial-zoned land in McCarran, Nevada. The Company intends to construct
a supplemental storage facility to store feedstock on this site.

 Water
Rights (held for sale)

 To
date, the Company has purchased water rights in the City of Fernley, Nevada for $3.8 million. The Company allocated approximately $0.1
million of water rights to the Company's Fernley plant, which is now classified as held-for-sale. During the quarter ended March
31, 2025, Management and the Board of Directors approved a plan to sell the water rights, and the Company has classified them as held
for sale. See Note 7 of the consolidated financial statements for further details.

 Laboratory
Facilities

 To
support the development of both its lithium-ion battery recycling and battery metal extraction technologies, the Company operates out
of two laboratory facilities: The Center for Applied Research at the University of Nevada, Reno in Reno, Nevada and Greentown Labs in
Somerville, Massachusetts. The Company has developed long-standing partnerships with the operators of these facilities, and all leases
are in good standing.

Center for Applied Research - Reno, Nevada

 The
Company leases laboratory and office space from the University of Nevada, Reno. As of June 30, 2025, the Company occupies 4,893 square
feet. All laboratories and offices are housed within the Nevada Center for Applied Research (NCAR). The laboratory space is used to advance
the Company's in-house, first-of-kind developed battery metals extraction technologies for both the recycling of spent batteries
and for the manufacturing of primary battery metals from domestic-based resources.

 Greentown
Labs - Somerville, Massachusetts

 The
Company is a member of and occupies space in Greentown Labs, which is the largest clean
technology incubator in North America. The Company has access to both desk and lab space at the facility. The Company was afforded
this opportunity by winning the Greentown Labs Circularity Challenge, an accelerator program for start-ups developed in partnership
with BASF, one of the world's leading chemical companies.

 Tonopah
Flats Lithium Project ("TFLP")

 The
Company currently holds the rights to 517 Unpatented Lode Claims near Tonopah, Nevada. In addition, the Company maintains an office to
oversee these claims and the associated activity in Tonopah, Nevada.

 On
September 1, 2021, the Company signed an exploration agreement with 1317038 Nevada Ltd., which gave the Company exclusive access to explore
305 Unpatented Lode Claims in the Tonopah Mining District ("Tonopah Flats") in Nye and Esmeralda Counties, Nevada. The agreement
gave the Company the right to explore the claims for critical battery materials. The agreement also gave the Company the option to purchase
the Claims upon expiration of the exploration agreement. The Company completed its preliminary surface sampling of the property in February
2022 and proceeded with an exploration drilling program. In July 2022, the Company exercised the option to acquire the rights to those
claims.

 In
addition to signing the exploration agreement mentioned above, the Company also staked additional claims in the region surrounding the
claims included in the agreement. In total, the Company holds approximately 10,680 acres in the region that it intends to explore for
economic lithium deposits.

 The
Company began surface sampling of these claims in the summer of 2021, and subsequently performed additional subsurface drilling programs
at depths of up to 1,430 feet totaling over 12,000 feet of exploration covering approximately 65% of its claims. The results of these
initial successful exploration programs led to the development and publication in February 2023 of a third-party Qualified Person ("QP")
audited Inferred Resource Report in compliance with Item 1300 of Regulation S-K (SK-1300) promulgated by the SEC. Based on the results,
the Company disclosed its intention to continue the exploration of the deposit.

 On
July 22, 2023, the Company began a third exploration program to advance its Tonopah Flats Lithium Project. This drill program includes
core infill and step out drilling to support the evolution of its domestic resource with the goal of upgrading to a 'measured and
indicated' resource classification. The Company selected and engaged KB Drilling for the collection of infill and step out samples
for this latest drill program, which consists of sample collections from 8 additional drill holes and includes 6,500 feet of total drilling.

 On
April 24, 2024, the Company announced the completion of the "Amended Resource Estimate and Initial Assessment with Project Economics
for the Tonopah Flats Lithium Project, Esmeralda and Nye Counties, Nevada, USA" ("Amended IA") and the publication
of the S-K 1300 Technical Report Summary ("TRS") disclosing mineral resources, including an initial economic assessment,
for the Tonopah Flats Lithium Project. The TRS was completed by RESPEC Company LLC ("RESPEC"), a qualified person, in compliance
with SK-1300 and with an effective date of April 5, 2024.

 ABTC
2025 Exploration and Geotechnical Drilling

 The
2025 drill program was initiated to further inform the Mine Plan of Operations and provide geotechnical data for pit slope stability
and waste rock storage facilities. Drillholes TF25-GT1 through TF25-GT8 were drilled by True North Drilling ("True North")
of San Tan Valley, Arizona between January 2025 and February 2025. Total footage for this program was 2,056.5 meters in eight holes.
Additionally, shallow sonic drilling was done on six sites to provide geotechnical data on the alluvial gravels. A map of the sonic drillholes
is shown below.

 The
holes were advanced utilizing a Torque Drill TD9000D track-mounted rig by conventional wireline core drilling methods using 3 m, HQ diameter
equipment. Water was injected continuously during drilling. Each drillhole collar location was recorded with a survey grade GPS RTK unit
accurate to 1 cm. Holes were drilled at angles ranging from –80 to -60 degrees and ranged from 233 to 300 m in depth. Various downhole
surveys were collected during this program. A map of the eight drillholes is shown below.

 True
North recovered core on 3 meter runs unless broken ground or difficult drilling conditions made shorter runs necessary. The drillers
stored all recovered core in wax-coated core boxes. The drillers recorded drill-run lengths and recoveries on wooden blocks placed between
runs in the core boxes. Redrilled or reamed core was identified by the drillers and that information relayed to the onsite geologists.

 Core
boxes were transported daily by the drillers or ABTC staff to the secure core logging facility in Tonopah. ABTC geologists logged the
core, recording core recovery, rock quality designation, lithology, rock alteration, veining, and geological structures. The core was
also logged by Barr Engineering Co. engineers for geotechnical analysis and select samples taken for laboratory analysis, and after logging
but before splitting, geologists or technicians sprayed the whole core with water and photographed it.

 ABTC
geologists or technicians saw-split the drill core at a workstation at the core logging facility. One half-core was retained for reference.
The other half-core was bagged and labeled for analysis and was prepared for transport to the laboratory.

 ABTC
2025 Drilling Program

 Phase
 of Drilling

 Core
 Holes

 Sonic
 Holes

 Meters

 January
 19 – February 16, 2025

 2,056.5

 April
 30 – May 3, 2025

 86.6

 The
results of the drilling will be incorporated into the Company's upcoming SK-1300 compliant preliminary feasibility study ("PFS")
expected within first quarter of fiscal year 2026.

 Geology,
Infrastructure, and Permitting

 Property
Area and Claim Type

 The
area where Tonopah Flats Lithium Project is located is known for its unique sedimentary claystone resources. The Tonopah
Flats property consists of 517 unpatented Federal lode mining claims covering approximately 10,680 acres and is centered at 38.1099
North Latitude and 117.3479 West Longitude. The Company owns 100% of the claims comprising the Tonopah Flats property. Ownership
of the unpatented mining lode claims is in the name of the holder (locator), subject to the paramount title of the United States of America.
Under the Mining Law of 1872, the locator has the right to explore, develop, and mine minerals on unpatented mining lode claims without
payments of production royalties to the U.S. government. The 517 unpatented lode claims include rights to all locatable subsurface minerals.

 The
project is located approximately seven miles northwest of Tonopah in Esmeralda and Nye Counties, Nevada and is intersected by Highway
6. The project has other necessary infrastructure nearby including access to power, additional road access, and water. In addition, there
is an available workforce in Tonopah and the surrounding area.

 The
Company has been conducting geological mapping, sampling, geochemical analysis, and proprietary extraction trials to characterize these
resources and to quantify the performance of the lithium extraction and manufacturing operations.

Resource Estimate

 The
mineral resources for Tonopah Flats described and tabulated in our Amended IA report (full copy provided here:
are classified as Measured, Indicated, and Inferred in accordance with the SK-1300 and were estimated to reflect potential open-pit extraction.
These resources were constrained with an optimization and cutoff grade satisfactory to meet the requirement of reasonable prospects for
economic extraction. The pit shells created using these optimization parameters were further constrained to limit the project resources
to a grade of 300ppm within claystone only, which was done as a conservative measure to avoid extremely low cutoff grades despite economics.
It should be noted that without the grade constraint, the resulting pit shell using these parameters would be larger than has been used
for the resources reported herein.

 Tonopah
Flats – Summary of Lithium Mineral

 Resources
at the End of the

Year Ended June 30, 2025 Based on Price

 Classification

 Total

 kTons
 LI

 LHM

 Grades/
 qualities

 Cut-off
 grades

 Metallurgical
 recovery

 Measured mineral
 resources

 721,000

 3,060

 702 ppm Li

 300 ppm Li

 65.7% for Li

 Indicated mineral resources

 2,439,000

 1,380

 8,340

 565 ppm Li

 300 ppm Li

 65.7% for Li

 Measured and Indicated
 mineral resources

 3,160,000

 1,890

 11,400

 596 ppm Li

 300 ppm Li

 65.7% for Li

 Inferred mineral resources

 2,931,000

 1,610

 9,750

 550 ppm Li

 300 ppm Li

 65.7% for Li

 a)
The estimate of mineral resources was performed by RESPEC.

 b)
Tonopah Flats resources are classified as Measured, Indicated, and Inferred.

 c)
Mineral resources comprised all model blocks at a 300ppm ton Li cutoff that lie within an optimized pit.

 d)
The estimated mineral resources include data from the 29 sampled holes.

 e)
Lithium Hydroxide Monohydrate (LHM) tons were calculated using a factor of 6.0459 relative to Li.

 f)
Mineral resources that are not mineral reserves do not have demonstrated economic viability. Reported information assumes lithium hydroxide
monohydrate price of $40,000/ton, metallurgical recoveries of 65.7% for Li, mining costs of $2.45/ton mined, processing costs of $11.62/ton
processed, minimum grade of 300 ppm lithium within claystone, and general and administrative costs of $0.38/ton processed, and a 33,000-ton
per day processing rate.

 g)
The effective date of the estimate is December 21, 2023.

 h)
Rounding may result in apparent discrepancies between tons, grade, and contained metal content.

 Price
trends throughout 2022 and early 2023 reflected an average market price that was much higher than averages over previous years. The second
half of 2023 and early 2024 saw the stabilization of market prices. There is some risk that a significant commodity price drop would
change the economic inputs to the pit constraints used to report this resource. As a result, a conservative cutoff concentration of 300
ppm Li within the optimized pit is used in this analysis. It should be noted that without this grade constraint, the resulting pit shell
using these parameters would be larger than has been used for the resources reported herein.

and Operating Costs

 Mining
capital and operating costs were estimated by RESPEC. Process capital and process operating costs were estimated by the Company and Woods
Process Services, LLC. The project capital estimate includes a total of $785.4 million in initial (years 1 through 3) capital, and $258.8
million in sustaining capital throughout the mine life, based on an owner mining fleet of equipment. This totals $1.04 billion for the
50-year mine life. Capital and operating costs have an accuracy of plus or minus 50%.

 Net
operating costs are estimated to be $15.45/ton processed or $5,720 per ton of LHM. The life of mine operating cost summary is presented
in the table below.

 Overview
 of Mine Operating Costs

 K
 USD LOM Cost

 $/ton
 Processed

 $/ton
 LHM

 Mining Cost

 $
 1,996,257

 $

 $
 1,238

 Process Cost

 $
 6,937,244

 $

 $
 4,302

 Site G&A Cost

 $
 190,039

 $

 $

 Reclamation

 $
 100,000

 $

 $

 Net Operating Cost

 $
 9,223,540

 $

 $
 5,720

 Initial
Economic Assessment ("IA")

 RESPEC
completed an IA by creating a cash-flow model based on the production schedule and resulting revenue stream in accordance with the costs
presented. Only measured and indicated mineral resources were used to create the revenue stream and inferred resources were assumed to
be waste. The IA limits the project to a mine life of 50 years for approximately 597 million tons with an average of 4,111 ppm LHM grade
processed and a recovery of 65.7%. With $785.4 million in initial capital costs, processing costs of $4,302/ton of LHM, overall operating
costs of $5,720/ton of LHM produced, and average annual production of 33,000 tons of LHM, RESPEC estimates a $10.05 billion after-tax
net present value (NPV) at a 5% discount rate. At a discount rate of 10%, the after-tax net NPV is $4.67 billion. The project has a 69.8%
Internal Rate of Return (IRR) and 2.3-year payback of initial capital. The IA is preliminary in nature and includes only measured and
indicated material. There is no certainty that the conclusions reached in the IA will be realized. Mineral resources that are not categorized
as reserves do not have demonstrated economic viability.

Rights and Annual Property Holding Costs

 Ownership
of the unpatented mining lode claims is in the name of the holder (locator), subject to the paramount title of the United States of America,
under the administration of the U.S. Bureau of Land Management ("BLM"). Under the Mining Law of 1872, which governs the location
of unpatented mining lode claims on federal lands, the locator has the right to explore, develop, and mine minerals on unpatented mining
lode claims without payments of production royalties to the U.S. government, and subject to the surface management regulation of the
BLM. The 517 unpatented lode claims include rights to all locatable subsurface minerals. Currently, annual claim-maintenance fees of
$200 per claim are the only Federal payments related to unpatented mining lode claims. The annual property holding costs, including claim
fees and county recording fees total $109,604 which include Annual Federal Claim Fees of $103,400 and Annual County Recording Fees for
Notice of Intent to Hold of $6,204. Surface rights sufficient to explore, develop, and mine on the unpatented mining lode claims are
inherent to the claims as long as the claims are maintained in good standing. The surface rights are subject to all applicable state
and federal environmental regulations.

 Significant
Encumbrances and Permitting

 The
Tonopah Flats property is owned 100% by the Company with no significant encumbrances or agreements such as leases, options, or purchase
payments known and there are no royalties associated with the property. Tonopah Flats is an exploration stage property and is currently
operated as a mid-stage project with studies advancing for mineral resources, metallurgy and processing, engineering and economics, and
environmental permitting. Key BLM permits and bonding for these activities are in place and include:

 BLM
 Notice of Operations NVN-100850

 The
 reclamation bonds associated with the above activities are:

 Bond #4969389 current obligation - $59,646

 The
BLM Nevada State Office currently holds BLM cash bond number 4969389 with the Company as principal, in the amount of $59,646. The bond
provides surface reclamation coverage for operations conducted by the Company at the Tonopah Flats property. The total projected surface
disturbance for the exploration permits as of June 30, 2025 is approximately 4.98 acres. The Company is currently in compliance with
all issued permits.

 Internal
Controls

 We
have internal controls for reviewing and documenting the information supporting the exploration, describing the methods used, and ensuring
the validity of the results. These internal control processes were not materially impacted by the adoption of S-K 1300. Information that
is utilized to conduct exploration is prepared and certified by appropriate QPs and is subject to our internal review process, which
includes review by a QP. The QP and management agree on the reasonableness of the criteria for the purposes of the exploration. Calculations
using these criteria are reviewed and validated by the QP. We recognize the risks inherent in exploration, such as the geological complexity,
interpretation and extrapolation of data, changes in operating approach, macroeconomic conditions and new data, among others. Overestimated
resources resulting from these risks could have a material effect on future profitability.

 Item
3. Legal Proceedings

 We
may be involved in certain routine legal proceedings from time to time before various courts and governmental agencies. We regularly
review legal proceedings and record provisions for claims considered probable of loss and when such loss is reasonably estimable. The
resolution of these pending routine proceedings is not expected to have a material effect on our operations or consolidated financial
statements; however, we cannot predict the final disposition of such proceedings. To the extent that previously disclosed, pending proceedings
are no longer described herein, such pending proceedings are no longer regarded as material.

 Item
4. Mine Safety Disclosures

 Our
company is engaged in exploration activities that currently do not require a Mine Safety and Health Administration ID. We employ
Best Management Practices in regard to our employee and contractor's safety

 PART
II

 Item
5. Market for Common Equity and Related Stockholder Matters

 Market
Information

 Our
common stock is listed on The Nasdaq Capital Market under the trading symbol "ABAT".

 Holders

 As
of September 15, 2025, we had approximately 124 shareholders of record, including our directors and officers.

 Dividends

 We
have never declared or paid any cash dividends on our common stock. We currently intend to retain all available funds and any future
earnings to support our operations and finance the growth and development of our business. We do not intend to pay cash dividends on
our common stock for the foreseeable future. Any future determination related to the Company's dividend policy will be made at
the discretion of our Board of Directors.

 ITEM
6. Reserved.

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.

 Forward-Looking
Statements

 You
should read the following discussion of our financial condition and results of operations in conjunction with the consolidated financial
statements and the notes thereto included elsewhere in this Form 10-K. The information in this discussion contains forward-looking statements
and information within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements
include, but are not limited to, statements concerning our strategy, future operations, future financial position, future revenues, projected
costs, prospects and plans and objectives of management. The words "anticipates," "believes," "estimates,"
"expects," "intends," "may," "plans," "projects," "will," "would"
and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these
identifying words. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and
you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans,
intentions and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks
and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without
limitation, the risks set forth in our filings with the SEC. The forward-looking statements are applicable only as of the date on which
they are made, and we do not assume any obligation to update any forward-looking statements except as required by applicable securities
laws.

 Overview

 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.

 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.

 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.

 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.

 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.

 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.

 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.

Fourth Quarter 2025 Financial Highlights:

 increased to $2.8 million in fourth quarter fiscal year 2025, compared to $1.0 million in third quarter fiscal year 2025, nearly tripling and reflecting a significant
 ramp-up of battery recycling facility operations.

 Total
 cost of goods sold was $5.3 million for fiscal fourth quarter fiscal year 2025, compared to $3.7 million in third quarter fiscal
 year 2025. The fiscal fourth quarter fiscal year 2025 cost of goods sold included non-cash items of depreciation of $1.0 million and
 stock-based compensation of $0.2 million. Excluding these non-cash items, fiscal fourth quarter fiscal year 2025 cash cost of goods
 sold (a non-GAAP measure) was $3.9 million.

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

 Description

 ($M)

 GAAP Cost of Goods Sold

 5.1

 Less: Depreciation Expense

 (1.0
)

 Less: Stock-Based Compensation

 (0.2
)

 Non-GAAP Cash Cost of Goods Sold

 3.9

 Government
 grant reimbursement was $1.4 million for fourth quarter fiscal year 2025, compared to $2.3 million in third quarter fiscal year 2025.
 Out of the $1.4 million in grant funding for fourth quarter fiscal year 2025, nil was recorded as an offset to fixed assets, as reimbursements
 related to equipment purchases, and $1.4 million was recorded as an offset to research and development costs within the consolidated
 statement of operations.

 ABTC
 conducted additional drill programs at its Tonopah Flats Lithium Project in order to further expand and define the deposit, collect
 data for detailed design of the mining pit shell, and continue to advance the development of the lithium mining and refining project.

 ABTC
 continued to scale and operate its multi-tonne per day integrated pilot facility to demonstrate the performance of its internally-developed
 technologies for the manufacturing of battery grade lithium hydroxide from its Tonopah Flats claystone material.

 On
 April 23, 2025, ABTC received a Letter of Interest from the US Export-Import Bank for up to $900 million in low-interest debt financing
 to support the construction of the Tonopah Flats Lithium Project.

Year 2025 Financial Highlights:

 increased to $4.3 million in fiscal year 2025, up from $0.3 million in fiscal year 2024, reflecting the ramp-up of facility operations
 and higher production volumes.

 Total cost of goods sold was $14.9 million for the fiscal year ended June
30, 2025, compared to $3.3 million in fiscal year ended 2024. The fiscal year ended 2025 cost of goods sold included non-cash items of
depreciation of $3.6 million and stock-based compensation of $0.8 million. Excluding these non-cash items, fiscal year ended 2025 cash
cost of goods sold (a non-GAAP measure) was $10.5 million.

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

 Description

 Amount ($M)

 GAAP Cost of Goods Sold

 14.9

 Less: Depreciation Expense

 (3.6
)

 Less: Stock-Based Compensation

 (0.8
)

 Non-GAAP Cash Cost of Goods Sold

 10.5

 The
 Company was selected for, and successfully contracted, a grant from the US DOE for $150 million to support the construction of an
 additional battery recycling facility.

 The
 Company successfully completed all contractual requirements of its $2.3 million grant from the US DOE, including the construction
 and operation of its multi-tonne per day integrated pilot facility for the demonstration of its internally-developed technologies
 for the manufacturing of battery grade lithium from its Nevada-based claystone resource.

 The
 Company and its partners successfully completed all contractual requirements of its $0.5 million grant award from the US Advanced
 Battery Consortium, which is comprised of the US DOE, General Motors, Ford Motor Company, and Stellantis NV, including the recycling
 of commercial quantities of batteries, the purification and manufacturing of battery grade precursors, the manufacturing of high
 energy density cathode active material, and the manufacturing and testing of approximately 100 automotive scale multi-layer pouch
 cell batteries.

 Government
 grant reimbursement was $5.7 million for the fiscal year ended June 30, 2025, compared to $3.3 million during the same period of
 the prior year. Out of the $5.7 million in grant funding for the fiscal year ended June 30, 2025, $0.6 million was recorded as an
 offset to fixed assets, as reimbursements related to equipment purchases, and $5.1 million was recorded as an offset to research
 and development costs within the consolidated statement of operations.

 As
 of June 30, 2025, the Company had total cash on hand of $12.5 million of which $7.5 million
 was available and $5.0 million was restricted. Subsequent to year-end, on July 29, 2025, the
 restrictions were lifted, and the funds became available for general use. As the restriction
 was still in place as of the balance sheet date, the cash remains classified as restricted.

 The Company was able to leverage its June 27, 2025 inclusion in the Russell 2000 index to raise capital, along with
receiving proceeds from warrant exercises, and benefiting from convertible note conversions and the release of restricted cash subsequent
to June 30, 2025. As a result, following the fiscal year ended, the Company's net cash position has improved to $25.4 million as
of September 15, 2025.

 Components
of Statements of Operations

 The
following table sets forth the Company's operating results for the periods indicated:

 Year Ended
June 30, 2025

 Year Ended
June 30, 2024

 $
 Change

 %
 Change

 $
 4,290,224

 $
 343,500

 $
 3,946,724

 1,149
 %

 Cost of goods sold

 14,864,633

 3,304,707

 11,559,926

 Gross loss

 (10,574,409
)

 (2,961,207
)

 (7,613,202
)

 Operating expense

 General and administrative

 21,151,445

 16,106,807

 5,044,638

 Research and development

 8,470,161

 14,325,681

 (5,855,520
)

 (41
)

 1,827,314

 4,121,941

 (2,294,627
)

 (56
)

 Impairment charge on held-for sale assets

 -

 10,254,037

 (10,254,037
)

 (100
)

 Total operating expenses

 31,448,920

 44,808,466

 (13,359,546
)

 (30
)

 Other income (expense)

 (4.739.296
)

 (4,732,151
)

 (7,145
)

 (0
)

 Net loss

 (46,762,625
)

 (52,501,824
)

 5,739,199

 (11
)

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.

 Cost
of Goods Sold

 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.

 Management
uses certain non-GAAP metrics to evaluate our operating and financial results. We believe the presentation of non-GAAP results is useful
to investors for analyzing business trends as well as to view the results from management's perspective. Non-GAAP cost of goods
sold excludes certain non-cash charges including depreciation expense and stock-based compensation. Non-GAAP results have limitations
as an analytical tool, and you should not consider them in isolation or as a substitute for our results reported under GAAP.

 Operating
Expenses

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:

 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.

 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.

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.

 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.

 Other
(Expense) Income

 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.

 Liquidity
and Capital Resources

 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.

 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.

 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.

 Going
Concern

 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.

 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.

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

 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.

 Cash
Flows

 For
the fiscal years ended June 30:

 2025

 2024

 Cash Flows used in Operating
 Activities

 $
 (28,921,158
)

 $
 (16,736,231
)

 Cash Flows used in Investing Activities

 $
 (2,548,476
)

 $
 (12,969,219
)

 Cash Flows provided by Financing Activities

 $
 36,942,152

 $
 34,387,087

 Net Increase in Cash During the Period

 $
 5,472,518

 $
 4,681,637

 Cash
from Operating Activities

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.

 Cash
from Investing Activities

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.

 Cash
from Financing Activities

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.

 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.

 Off-Balance
Sheet Arrangements

 As
of June 30, 2025 and 2024, we had no off-balance sheet arrangements.

 Working

 June
 30, 2025

 June
 30, 2024

 Current Assets

 $
 29,532,110

 $
 18,406,048

 Restricted Cash

 $
 (5,000,000

)

 $
 -

 Current Liabilities

 $
 ( 13,668,605
)

 $
 ( 15,798,298
)

 Working Capital

 $
 10,863,505

 $
 2,607,750

 Future
Financings

 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.

 Critical
Accounting Estimates and Judgments

 Our
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America ("U.S. GAAP"). The preparation of the consolidated financial statements in conformity with GAAP requires management
to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities
at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. We
evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors and adjust those estimates and
assumptions when facts and circumstances dictate. Actual results could differ materially from those estimates and assumptions.

 Certain
accounting estimates, including those concerning revenue recognition, share-based compensation, impairments of long-lived assets, and
assets held-for-sale, are considered to be critical in evaluating and understanding our financial results because they involve inherently
uncertain matters and their application requires the most difficult and complex judgments and estimates. These are described below. For
further information on our accounting policies, see Note 3 to our consolidated financial statements.

 Fair
Value Measurements

 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.

Recognition

 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.

 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.

 Long-Lived
Assets

 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.

 Assets
Held-for-Sale

 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.

 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.

 Stock-Based
Compensation

 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.

 New
Accounting Pronouncements

 New
accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that are adopted by
us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not
yet effective will not have a material impact on our financial position or results of operations upon adoption. For further discussion
on recent accounting pronouncements, please see Note 3, " Accounting Pronouncements," to our consolidated financial
statements included in this Annual Report on Form 10-K for additional information.

 Item
7a. Quantitative and Qualitative Disclosures About Market Risk

 Not
Applicable.

 Item
8. Financial Statements and Supplementary Data.

Financial Statements

 For
the fiscal years ended June 30, 2025, and June 30, 2024

 Report of Independent Registered Public Accounting Firm ( KPMG LLP, PCAOB ID Number 185)

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statement of Stockholders' Equity

 Consolidated Statements of Cash Flows

 Notes to the Consolidated Financial Statements

 Report
of Independent Registered Public Accounting Firm

 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, 2025 and 2024, the related consolidated statements of operations, stockholders' equity, and cash flows for each
of the years in the two year period ended June 30, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two year period ended June
30, 2025, in conformity with U.S. generally accepted accounting principles.

 Going
Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations, is generating negative
cash flows from operating activities, and has an accumulated deficit that raise substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements
do not include any adjustments that might result from the outcome of this uncertainty.

 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 Held for Sale Assets

 As
discussed in Note 7 to the financial statements, as of June 30, 2025, the Company had a single parcel of land and building at the Fernley,
Nevada location (Fernley Disposal Group) with a carrying value of $6.0 million classified as held for sale. The Company assesses the
fair value of a disposal group less any costs to sell, each reporting period it remains classified as held for sale and reports any subsequent
changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the initial carrying
value of the disposal group. The fair value of the assets held-for-sale is classified within Level 3 of the fair value hierarchy and
was determined based on indicative market listing prices of the assets. As of June 30, 2025, there were no additional impairments on
the Fernley Disposal Group.

 We
identified the evaluation of the fair value of the Fernley Disposal Group as a critical audit matter. Subjective auditor judgment was
required to evaluate the valuation methodology and certain key assumptions used to develop the fair value less cost to sell as the methodology
and key assumptions used may have a significant effect on the Company's fair value measurement. Key assumptions included the improved
building value per square foot and excess land per square foot. Additionally, the evaluation of the valuation methodology and key assumptions
required specialized knowledge.

 The
following are the primary procedures we performed to address this critical audit matter. We compared management's estimate of fair
value for the Fernley Disposal Group to a broker's opinion of value obtained from the Company's broker. We involved valuation
professionals with specialized skills and knowledge, who assisted in evaluating the methodology and key assumptions used in the determination
of the fair value less cost to sell of the Fernley Disposal Group, by:

 evaluating
 whether the valuation methodology used was appropriate in the context of the Company's
 financial reporting framework and business environment in which they operate

 assessing
 the reasonableness of the assumptions for improved building value per square foot and excess
 land value per square foot by comparing them with market comparable building and land transactions
 with similar attributes.

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

 Portland, Oregon

 F- 1

Balance Sheets

 June 30, 2025

 June 30, 2024

 ASSETS

 Cash

 $
 7,474,304

 $
 7,001,786

 Accounts receivable

 2,799,603

 228,499

 Inventory (Note 5)

 408,147

 154,320

 Grants receivable (Note 4)

 244,238

 191,522

 Prepaid expenses and other

 2,884,899

 1,813,050

 Subscription receivable

 608,333

 Restricted cash

 5,000,000

 –

 Assets held-for-sale (Note 7)

 9,795,842

 8,408,538

 Total current assets

 29,532,110

 18,406,048

 Property and equipment, net (Note 6)

 45,469,853

 46,314,966

 Mining properties (Note 8)

 8,392,977

 8,392,977

 Intangible assets (Note 9)

 766,694

 4,519,038

 Right-of-use asset (Note 10)

 296,157

 42,103

 Total assets

 $
 84,457,791

 $
 77,675,132

 LIABILITIES & STOCKHOLDERS' EQUITY

 Current liabilities

 Accounts payable and accrued liabilities (Note 11)

 $
 5,822,987

 $
 9,296,634

 Operating lease liability

 115,863

 54,303

 Notes payable (Note 12)

 7,729,755

 6,447,361

 Total current liabilities

 13,668,605

 15,798,298

 Equity compensation liability (Note 16)

 –

 409,194

 Operating lease liability, long-term

 190,163

 –

 Total liabilities

 13,858,768

 16,207,492

 STOCKHOLDERS' EQUITY

 Series A Preferred Stock Authorized: 33,334 preferred shares, par value of $ 0.001 per share; Issued and outstanding: nil preferred shares

 –

 –

 Series B Preferred Stock Authorized: 133,334 preferred shares, par value of $ 10.00 per share; Issued and outstanding: nil preferred shares

 –

 –

 Series C Preferred Stock Authorized: 66,667 preferred shares, par value of $ 10.00 per share; Issued and outstanding: nil preferred shares

 –

 –

 Series D Preferred Stock Authorized: 5 preferred shares, par value of $ 0.001 per share; Issued and outstanding: nil preferred shares

 –

 –

 Preferred stock value

 –

 –

 Common Stock Authorized: 250,000,000 common shares, par value of $ 0.001 per share; Issued and outstanding: 97,398,519 and 64,061,763 common shares as of June 30, 2025 and June 30, 2024, respectively

 97,396

 64,059

 Additional paid-in capital

 329,667,507

 275,589,383

 Common stock issuable

 ( 857,470
)

 Accumulated deficit

 ( 260,090,957
)

 ( 213,328,332
)

 Total stockholders' equity

 70,599,023

 61,467,640

 Total liabilities and stockholders' equity

 $
 84,457,791

 $
 77,675,132

 (The
accompanying notes are an integral part of these consolidated financial statements)

 F- 2

Statements of Operations

 Fiscal year ended
 June 30, 2025

 Fiscal year ended
 June 30, 2024

 $
 4,290,224

 $
 343,500

 Cost of goods sold

 14,864,633

 3,304,707

 Gross loss

 ( 10,574,409
)

 ( 2,961,207
)

 General and administrative

 21,151,445

 16,106,807

 Research and development

 8,470,161

 14,325,681

 1,827,314

 4,121,941

 Impairment charge on held-for-sale assets

 -

 10,254,037

 Total operating expenses

 31,448,920

 44,808,466

 Net loss before other income (expense)

 ( 42,023,329
)

 ( 47,769,673
)

 Other income (expense)

 Interest expense

 ( 19,445
)

 ( 158,078
)

 Amortization and accretion of financing costs

 ( 3,776,177
)

 ( 4,194,971
)

 Unrealized loss on investment

 -

 ( 62,497
)

 Change in fair value of derivative liability

 705,184

 ( 338,886
)

 Loss on debt extinguishment

 ( 675,648
)

 -

 Loss on private placement

 ( 567,161
)

 -

 Change in fair value of liability-classified financial instruments

 875,100

 -

 Credit loss on receivable pursuant to share purchase agreement (Tysadco)

 ( 1,415,803

)

 -

 Other income

 134,654

 22,281

 Total other income (expense)

 ( 4,739,296
)

 ( 4,732,151
)

 Net loss attributable to common stockholders

 $
)

 $
 ( 52,501,824
)

 Net loss per share, basic and diluted

 $
 ( 0.58
)

 $
 ( 1.02
)

 Weighted average shares outstanding, basic and diluted

 80,316,363

 51,243,106

 (The
accompanying notes are an integral part of these consolidated financial statements)

 F- 3

Statement of Stockholders' Equity

 Issuable

 Deficit

 Total

 Preferred Stock

 Common Stock

 Additional
Paid-In

 Common
 Stock

 Accumulated

 Issuable

 Deficit

 Total

 Balance, June 30, 2023

 –

 $
 –

 45,888,131

 $
 45,887

 $
 223,134,798

 $
 ( 1,484,693
)

 $
 160,826,508
)

 $
 60,869,484

 Shares issued for services

 –

 $
 –

 1,326

 $

 $
 15,172

 $
 ( 15,306
)

 –

 $
 ( 133
)

 Shares issued upon vesting of share-based awards

 –

 –

 1,291,590

 1,291

 ( 1,291
)

 –

 –

 –

 Stock-based compensation expense

 –

 –

 –

 –

 14,500,124

 –

 –

 14,500,124

 Shares issued pursuant to rounding of share reverse split

 –

 –

 59,164

 ( 59
)

 –

 –

 Shares reclaimed pursuant to asset acquisition

 –

 –

 ( 128,206
)

 ( 128
)

 ( 1,255,649
)

 1,500,000

 –

 244,223

 Shares issued pursuant to share purchase statement

 –

 –

 16,830,997

 16,831

 39,158,909

 ( 857,471
)

 –

 38,318,269

 Shares issued pursuant to warrant exercises costs

 –

 –

 118,761

 37,379

 –

 37,497

 Net loss for the period

 –

 –

 –

 –

 –

 –

 ( 52,501,824
)

 ( 52,501,824
)

 Balance, June 30, 2024

 –

 –

 64,061,763

 $
 64,059

 $
 275,589,383

 $
 ( 857,470
)

 $
 ( 213,328,332
)

 $
 61,467,640

 (The
accompanying notes are an integral part of these consolidated financial statements)

 F- 4

Statement of Stockholders' Equity

 Preferred Stock

 Common Stock

 Additional
 Paid-In

 Common
Stock

 Accumulated

 Issuable

 Deficit

 Total

 Balance, June 30, 2024

 –

 $
 –

 64,061,763

 $
 64,059

 $
 275,589,383

 $
 ( 857,470
)

 $
 ( 213,328,332
)

 $
 61,467,640

 Balance

 –

 $
 –

 64,061,763

 $
 64,059

 $
 275,589,383

 $
 ( 857,470
)

 $
 ( 213,328,332
)

 $
 61,467,640

 Shares issued upon vesting of share-based awards

 –

 –

 3,407,702

 3,408

 ( 3,408
)

 –

 –

 –

 Shares issued under the Employee Stock Purchase Plan

 –

 –

 389,349

 366,720

 –

 –

 367,110

 Stock-based compensation expense

 –

 –

 –

 –

 13,903,438

 –

 –

 13,903,438

 Reclassification of equity-classified awards from equity compensation liability

 –

 –

 –

 –

 467,191

 –

 –

 467,191

 Shares issued pursuant an At-The-Market Offering

 –

 –

 14,097,636

 14,098

 17,637,544

 –

 18,576,719

 Settlement of receivable pursuant to share purchase agreement

 –

 –

 487,838

 607,845

 ( 608,333
)

 –

 –

 Issuance of Series D Redeemable Preferred shares

 –

 –

 –

 –

 –

 Repurchase of Series D Redeemable Preferred shares

 ( 5
)

 ( 100
)

 –

 –

 –

 –

 –

 ( 100
)

 Reclassification of equity-linked contracts to liabilities

 –

 –

 –

 –

 ( 502,627
)

 –

 –

 ( 502,627
)

 Reclassification of derivative equity instruments from long-term liabilities

 –

 –

 –

 –

 2,066,569

 –

 –

 2,066,569

 Issuance of common shares and warrants pursuant to subscription agreements

 –

 –

 2,695,273

 2,695

 1,407,702

 –

 –

 1,410,397

 Rescission of common shares and warrants pursuant to subscription agreements

 –

 –

 ( 875,000
)

 ( 875
)

 –

 –

 –

 ( 875
)

 Shares issued pursuant to troubled debt restructuring

 –

 –

 1,210,360

 1,210

 1,142,580

 –

 –

 1,143,790

 Shares issued pursuant to debt extinguishment

 –

 –

 726,216

 740,014

 –

 –

 740,740

 Issuance of common shares and warrants pursuant to registered direct offerings

 –

 –

 8,773,586

 8,774

 13,902,226

 –

 –

 13,911,000

 Shares issued pursuant to conversion of debt payments to common stock

 –

 –

 2,284,410

 2,284

 2,304,969

 –

 –

 2,307,253

 Shares issued pursuant to warrant exercises

 –

 –

 139,386

 37,361

 -

 –

 37,500

 Settlement of receivable pursuant to share purchase agreement (Tysadco)

 –

 –

 –

 –

 –

 50,000

 –

 50,000

 Credit loss on receivable pursuant to share purchase agreement (Tysadco)

 –

 –

 –

 –

 –

 1,415,803

 –

 1,415,803

 Net loss for the period

 -

 -

 -

 -

 -

 -

)

)

 Balance, June 30, 2025

 –

 $
 –

 97,398,519

 $
 97,396

 $
 329,667,507

 $

 $
 ( 260,090,957
)

 $
 70,599,023

 Balance

 –

 $
 –

 97,398,519

 $
 97,396

 $
 329,667,507

 $

 $
 ( 260,090,957
)

 $
 70,599,023

 (The
accompanying notes are an integral part of these consolidated financial statements)

 F- 5

Statements of Cash Flows

 Fiscal year ended
 June 30, 2025

 Fiscal year ended
 June 30, 2024

 Cash Flows From Operating Activities:

 Net loss

 $
)

 $
 ( 52,501,824
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Depreciation expense

 5,044,937

 1,678,730

 Accretion of financing costs

 3,776,177

 4,194,971

 Amortization of right-of-use asset

 113,589

 101,051

 Impairment charge on held-for-sale assets

 -

 10,254,037

 Credit loss on receivable pursuant to share purchase agreement (Tysadco)

 1,415,803

 -

 Write-down of inventory to net realizable value

 2,919,638

 586,114

 Stock-based compensation

 14,653,807

 14,566,318

 Shares issued for professional services

 -

 ( 133
)

 Change in fair value of derivative liability

 ( 705,184
)

 338,886

 Change in fair value of conversion option

 ( 138,060
)

 -

 Change in fair value of liability-classified equity-linked contracts

 ( 737,040
)

 -

 Loss on debt extinguishment

 675,648

 -

 Loss on private placement

 567,161

 -

 Changes in operating assets and liabilities:

 Accounts receivable

 ( 2,571,104
)

 ( 228,499
)

 Inventory

 ( 3,173,465
)

 ( 615,230
)

 Grant receivables

 ( 52,716
)

 128,935

 Prepaid expenses and other

 ( 1,071,849
)

 ( 551,420
)

 Accounts payable and accrued liabilities

 ( 2,759,955
)

 5,433,317

 Operating lease liability

 ( 115,920
)

 ( 121,484
)

 Net Cash Used in Operating Activities

 ( 28,921,158
)

 ( 16,736,231
)

 Cash Flows From Investing Activities:

 Other acquisition deposits

 -

 ( 279,878
)

 Acquisition of property and equipment

 ( 2,548,476
)

 ( 11,752,994
)

 Purchase of mining properties

 -

 ( 169,654
)

 Purchase of water rights/intangible assets

 -

 ( 766,693
)

 Net Cash Used in Investing Activities

 ( 2,548,476
)

 ( 12,969,219
)

 Cash Flows From Financing Activities:

 Proceeds from exercise of share purchase warrants

 37,500

 37,497

 Proceeds from employee stock purchase plan

 367,110

 -

 Proceeds from issuance of common shares through At-The-Market Offering

 18,579,975

 -

 Payment of issuance costs of common shares through At-The-Market Offering

 ( 270,100
)

 -

 Proceeds from subscription agreements (Note 14)

 1,900,000

 -

 Proceeds from registered direct offerings

 15,000,000

 -

 Payment of issuance costs, registered direct offerings

 ( 1,089,000
)

 -

 Principal paid on notes payable

 ( 7,483,333
)

 ( 24,000,000
)

 Proceeds from notes payable, net of issuance costs

 9,900,000

 20,289,104

 Proceeds from share purchase agreements, net of issuance costs

 -

 38,060,486

 Net Cash Provided by Financing Activities

 36,942,152

 34,387,087

 Increase in Cash and Restricted Cash

 5,472,518

 4,681,637

 Cash and Restricted Cash – Beginning of Period

 7,001,786

 2,320,149

 Cash and Restricted Cash – End of Period

 $
 12,474,304

 $
 7,001,786

 Supplemental disclosures (Note 19)

 (The
accompanying notes are an integral part of these consolidated financial statements)

 F- 6

 Notes
to the Consolidated Financial Statements

 For
the fiscal years ended June 30, 2025 and June 30, 2024

 1. Organization and Nature of Operations

 American
Battery Technology Company ("the Company" or "ABTC") is an integrated critical battery materials company in the
lithium-ion battery industry that is working to increase the domestic U.S. production of critical battery materials, such as lithium,
nickel, cobalt, and manganese through its engagement in the exploration of new primary resources of battery metals, in the development
and commercialization of new technologies for the extraction of these battery metals from primary resources, and in 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 battery materials, and to ensure that as these materials reach their end
of lives that the constituent elemental battery metals are returned to the domestic manufacturing supply chain in a closed-loop fashion.

 The
Company was incorporated 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. We have a limited operating history and generated our initial revenue
in the fourth quarter of fiscal 2024. Our principal executive offices are located at 100 Washington Ave., Suite 100, Reno, Nevada 89503.

 2. Liquidity and Going Concern

the fiscal year ended June 30, 2025, the Company incurred a net loss of $ 46.8 million and used cash of $ 28.9 million for operating activities.
At June 30, 2025, the Company has an accumulated deficit of $ 260.1 million.

 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.

 The
going concern assessment excludes the Company's at-the-market ("ATM") offering (Note 14), which could provide a source
of liquidity.

 Based
on our current operating plan, unless we generate income from the operations of our facilities and receipt of cash from U.S.
Government grant awards, or raise additional capital (debt or equity), it is possible that we will be unable to maintain our
financial covenants under our existing Note agreement (Note 12), which, if such violation is not waived, could result in an event of
default, causing an acceleration of the outstanding balance. If we do raise additional capital through public or private equity
offerings, as opposed to debt or additional Note issuances, the ownership interest of our existing stockholders may be
diluted.

 F- 7

 3. Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements

 a) Basis of Presentation and Principles of Consolidation

 The
consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the
United States ("US GAAP") and are expressed in U.S. dollars. The Company's fiscal year end is June 30.

 These
consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Oroplata Exploraciones E Ingenieria
SRL (inactive) and LithiumOre Corporation (formerly Lithortech Resources Inc) and ABMC AG, LLC (inactive). All inter-company balances
and transactions, if any, have been eliminated upon consolidation.

 b) Use of Estimates

 The
preparation of these consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting periods. The Company regularly evaluates estimates
and assumptions related to revenue recognition, the fair value of stock-based compensation, valuation and recoverability of long-lived
assets and intangible assets, and fair value less cost to sell assets held-for-sale.

 The
Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be
reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and
liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by
the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between
the estimates and the actual results, future results of operations may be affected.

 c) Cash and Cash Equivalents

 The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did no t have any cash equivalents as of June 30, 2025 and 2024.

 d) Accounts Receivable, net

 The
Company evaluates the creditworthiness of its customers. If the collection of any specific receivable is doubtful, an allowance is recorded
in the allowance for expected credit losses which is included in accounts receivable. The Company had no allowance for expected credit
losses recorded at either June 30, 2025 or 2024.

 F- 8

 e) Inventory

 Inventory
consists of raw materials and finished goods, and is stated on a first-in, first-out basis at the lower of cost or net realizable value.
Net realizable value is the estimated selling price of inventory in the ordinary course of business, less estimated costs of completion,
disposal, and transportation. The Company periodically makes judgments and estimates regarding the future utility and carrying value
of inventory. When inventory is adjusted to its net realizable value, a new cost basis is established, and such cost is not adjusted
for any potential recovery. Obsolete inventories are written off to cost of revenue. Should the Company's estimates of future selling
prices or production costs change, additional and potentially material write-downs may be required. A small change in the Company's
estimates may result in a material charge to its reported financial results.

 f) Restricted cash

 As
of June 30, 2025, the Company is subject to a minimum liquidity requirement of $ 5,000,000 in accordance with the terms of its loan agreement.
Reference Note 12 for further information on the loan agreement. This required minimum liquidity must be maintained in cash or cash equivalents
at all times. Accordingly, $ 5,000,000 of the Company's cash balance has been classified as restricted cash on the consolidated
balance sheet as it is not available for general operating purposes.

 g) Assets Held-For-Sale

 The
Company classifies assets as held-for-sale ("disposal group") in the period when all of the relevant criteria to be classified
as held for sale are met. These criteria include management's commitment to sell the disposal group in its present condition and
the sale being deemed probable of being completed within one year. Assets held for sale are reported at the lower of their carrying value
or fair value less cost to sell. The fair values of disposal groups are estimated using accepted valuation techniques, including indicative
listing prices. The Company considers historical experience, guidance received from third parties, and all information available at the
time the estimates are made to derive fair value. Any loss resulting from the measurement is recognized in the period when the held for
sale criteria are met. The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains
classified as held for sale and reports any subsequent changes as an adjustment to the carrying value of the disposal group, as long
as the new carrying value does not exceed the initial carrying value of the disposal group. Assets held-for-sale are not amortized or
depreciated.

 h) Property and Equipment, net

 Property
and equipment are stated at cost, net of depreciation. The Company's long-lived assets consist of buildings, vehicles, equipment,
and land. Buildings, vehicles and equipment are depreciated on a straight-line basis over their estimated value lives, which are as follows:

of Property and Equipment Estimated Useful Lives

 Buildings

 39 years

 Building improvements

 15 years

 Equipment & vehicles

 5 - 7 years

 Expenditures
for maintenance and repairs are expensed in the statements of operations as incurred. Expenditures which materially change capacities,
or extend useful lives are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from
the accounts, and any resulting gains or losses are recognized in other income (expense), net in the statements of operations.

 i) Mining Properties

 Costs
of lease, exploration, carrying and retaining unproven mineral properties are expensed as incurred. The Company expenses all mineral
exploration costs as incurred as it is still in the exploration stage. If the Company identifies proven and probable reserves in its
investigation of its properties and upon development of a plan for operating a mine, it will enter the development stage and capitalize
future costs until production is established. When a property reaches the production stage, the related capitalized costs are amortized
on a units-of-production basis over the proven and probable reserves following the commencement of production. Interest expense, if any
allocable to the cost of developing mining properties and to construct new facilities, is capitalized until assets are ready for their
intended use. For the fiscal years ended June 30, 2025 and 2024, no interest expense was capitalized.

 F- 9

 To
date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all exploration costs are being
expensed.

 ASC
930-805, "Extractive Activities-Mining: Business Combinations," states that mineral rights consist of the legal right to
explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights which are
considered tangible assets under ASC 930-805. ASC 930-805 requires that mineral rights be recognized at fair value as of the acquisition
date. As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs
associated with acquiring patented and unpatented mining claims.

 j) Intangible Assets

 Intangible
assets consist of water rights that have indefinite useful lives and are tested annually for impairment, or more frequently if events
and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount
of the asset group exceeds its fair value. Annually, or when there is a triggering event, the Company first performs a qualitative assessment
by evaluating all relevant events and circumstances to determine if it is more likely than not that the indefinite-lived intangible assets
are impaired; this includes considering any potential effect on significant inputs to determining the fair value of the indefinite-lived
intangible assets. When it is more likely than not that an indefinite-lived intangible asset is impaired, then the Company calculates
the fair value of the intangible asset and performs a quantitative impairment test. The Company performs its annual impairment test on
June 30. No impairment charges for intangible assets were recorded in the fiscal years ended June 30, 2025 and 2024.

 k) Leases

 We
determine if an arrangement is a lease, or contains a lease, at the inception of the arrangement. If we determine whether the arrangement
is a lease, or contains a lease, at lease inception, we then determine whether the lease is an operating lease or a finance lease. Operating
and finance leases result in recording a right-of-use ("RoU") asset and lease liability on our consolidated balance sheets.
The Company does not have any financing leases. RoU assets represent our right to use an underlying asset for the lease term and lease
liabilities represent our obligation to make lease payments arising from the lease. Operating lease RoU assets and liabilities are recognized
at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease
RoU assets and operating lease liabilities, we use the non-cancellable lease term plus options to extend that we are reasonably certain
to take. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Our leases generally
do not provide an implicit rate. As such, we use our incremental borrowing rate based on the information available at commencement date
in determining the present value of lease payments. We have elected not to recognize RoU assets and lease liabilities that arise from
short-term (12 months or less) leases for any class of underlying asset. We have elected not to separate lease and non-lease components
for any class of underlying asset.

 l) Long-lived Assets

 Long-lived
assets, such as property and equipment, mineral properties, purchased intangibles, and ROU assets are reviewed for impairment whenever
events or changes in circumstances indicate, in management's judgement, that the carrying amount of an asset (or asset group) may
not be recoverable. In analyzing potential impairments, projections of future cash flows from the asset (or asset group) are used to
estimate fair value. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset (or asset
group), a loss is recognized for the difference between the estimated fair value and the carrying value of the asset group.

the fiscal year ended June 30, 2024, the Company recognized an impairment loss on certain assets classified as held for sale, primarily
consisting of land and a building located in Fernley, Nevada. No other impairment charges were recorded in the fiscal years ended June
30, 2025 and 2024. Reference Note 7 for further details.

 F- 10

 m) Convertible Notes

 The
Company evaluates all conversion, repurchase and redemption features contained in a debt instrument to determine if there are any embedded
features that require bifurcation as a derivative. The Company accounts for its convertible notes as a long-term liability, with the
current portion reclassified to a short-term liability, equal to the proceeds received from issuance, including any embedded conversion
features, net of the unamortized debt discount and offering costs in the accompanying unaudited consolidated balance sheets. The debt
discount, debt issuance and offering costs are amortized over the term of the convertible notes, using the effective interest method,
as interest expense in the accompanying consolidated statements of operations.

 n) Derivative Financial Instruments

 The
Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives in accordance with ASC 815, "Derivatives and Hedging". For derivative financial instruments that are accounted
for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at each
reporting date, with changes in the fair value reported in earnings in the consolidated statements of operations.

 o) Revenue Recognition

 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 the Company transfers control of
the goods to the customer, which i 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. The Company's bill-and-hold arrangements involve transfer of control to the customer
when the goods have been segregated from other inventory at the Company's facility and are ready for physical transfer to the customer.
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.

 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.

 p) Cost of goods sold

 Cost
of goods sold includes the cost of the recycled ferrous and nonferrous metals and black mass delivered to our customers during the year.
It includes direct and indirect materials, labor costs, manufacturing overhead, including depreciation costs, lower of cost or net realizable
value charges, and shipping and logistics costs.

 q) Research and Development Costs

 Research
and development ("R&D") costs are accounted for in accordance with ASC 730, "Research and Development." ASC
730-10-25 requires that all R&D costs be recognized as an expense as incurred. However, some costs associated with R&D activities
that have an alternative future use (e.g., materials, equipment, facilities) may be capitalizable. As of June 30, 2025 and 2024, no costs
associated with R&D activities have been capitalized.

 The
Company has been awarded U.S. federal grant awards for specific R&D programs. Under Accounting Standards Update ("ASU")
No. 2021-10, "Government Assistance," the Company recognizes invoiced government funds as an offset to R&D costs in the
period the qualifying costs are incurred. As the federal grants receivable are not deemed to have any significant realization risk, the
Company believes this best reflects the expected net expenditures associated with these programs.

 F- 11

 r) Exploration Costs

property acquisition costs are capitalized as incurred. Exploration and evaluation costs are expensed as incurred until proven and probable
reserves are established. When it has been determined that a mineral property can be economically developed as a result of establishing
proven and probable reserves, the costs then incurred to develop such property are capitalized on a prospective basis. Such costs will
be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently
abandoned or impaired, any capitalized costs will be charged to operations. As of June 30, 2025 and 2024, the Company has not capitalized
any such mineral property costs.

 s) Stock-based Compensation

 ASC
710 and ASC 718 require recognition of compensation cost once achievement of the performance condition becomes probable as the requisite
service is provided. As the common share warrant and restricted stock unit ("RSU") performance-based awards to executive
officers and key employees are granted with a fixed dollar value and settled in a variable number of common share warrants or RSUs, these
awards are liability-classified until the number of common share warrants or RSUs are fixed, and the corresponding compensation cost
should be recorded to current or long-term liabilities, or additional paid-in capital once the performance conditions become probable
of achievement.

 The
Company measures and recognizes compensation expense for all stock-based awards based on estimated fair values on the date of the grant,
recognized over the requisite service period. For awards that vest solely based on a service condition, the Company recognizes stock-based
compensation expense on a straight-line basis over the requisite service period. The compensation expense related to stock-based awards
with performance conditions is recognized over the requisite service period when achievement of the performance conditions is probable.
The Company accounts for forfeitures as they occur. Stock-based awards granted to employees are primarily restricted stock units ("RSUs").

 The
fair value of each stock option granted is estimated using the Black-Scholes Merton option-pricing model using the single option award
approach. The following assumptions are used in the Black-Scholes Merton option-pricing model:

 Risk-Free
Interest Rate: The risk-free interest rate is based on the implied yield available on the date of grant on U.S. Treasury zero-coupon
bonds issued with a term that is equal to the option's expected term at the grant date.

 Expected
Volatility: The Company estimates the volatility for option grants by evaluating the average historical volatility of the company's
stock price for the period immediately preceding the option grant for a term that is approximately equal to the option's expected
term.

 Expected
Term: The expected term for employees represents the period over which options granted are expected to be outstanding using the simplified
method, as the Company's historical share option exercise experience does not provide a reasonable basis upon which to estimate
the expected term. The simplified method deems the term to be the average of the time-to-vesting and contractual life of the stock-based
awards.

 Dividend
Yield: The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, the dividend
yield has been estimated to be zero.

 The
table below sets forth the assumptions used on the date of grant for estimating the fair value of options granted during the fiscal years
ending June 30:

of Estimated Fair Value

 2025

 2024

 Weighted
 average expected term (years)

 5.72

 3.00
 - 5.00

 Risk-free
 interest rate

 4.015

 %

 4.31 %
 - 4.62

 %

 Dividend
 yield

 %

 %

 Volatility

 132.21

 %

 95.85 %
 - 135.46

 %

 F- 12

 t) Government Grant and Tax Credit Awards

 For
government grants, the Company recognizes a benefit in the consolidated statements of operations, as a reduction to the expense for which
the individual government grant is designed to compensate, over the duration of the program when the Company has reasonably assurance
that it will comply with the conditions under the grant and that the grant will be received. Grants related to investments in property
and equipment are recognized as a reduction to the cost basis of the underlying assets with an ongoing reduction to depreciation expense
over the assets' estimated useful life.

 u) Income Taxes

 The
Company accounts for income taxes using the asset and liability method in accordance with ASC 740, "Income Taxes." The asset
and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary
differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards.

 Deferred
tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are
expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely
than not to be realized.

 Any
uncertain tax position liabilities have been applied against the deferred tax balance given that there is a sufficient net operating
loss to cover any penalties and fees associated with the uncertain tax position. The Company assesses each of its identified uncertain
positions and determines whether any potential penalties and interest liability should be accrued at the consolidated balance sheet dates.
Interest and penalties accrued on unrecognized tax benefits are included within income tax expense in the consolidated financial statements.

 Due
to the Company's net loss position since inception, the likelihood of deferred tax assets being realized does not meet the more
likely than not assessment guidelines. Accordingly, a valuation allowance equal to the deferred tax assets has been recorded at June
30, 2025 and 2024.

 v) Loss per Share

 The
Company computes net income (loss) per share in accordance with ASC 260, "Earnings per Share." ASC 260 requires presentation
of both basic and diluted earnings per share ("EPS") on the face of the consolidated statement of operations. Basic EPS is
computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding
(denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using
the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock
price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options, warrants
and awards. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As the Company has reported losses for
all periods presented, all potentially dilutive securities are anti-dilutive, and accordingly, basic net loss per share equaled diluted
net loss per share

 The
Company had the following potentially dilutive shares outstanding as of June 30:

of Potentially Dilutive Shares Outstanding

 2025

 2024

 Convertible notes

 9,501,948

 769,342

 Warrants

 17,380,150

 6,928,758

 Share awards outstanding

 8,583,466

 3,428,604

 Total potentially dilutive

 35,465,564

 11,126,704

 F- 13

 w) Fair Value of Financial Instruments

 Fair
value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. Fair value is an exit price concept that assumes an orderly transaction between willing
market participants and is required to be based on assumptions that market participants would use in pricing an asset or a liability.
Current accounting guidance establishes a three-tier fair value hierarchy as a basis for considering such assumptions and for classifying
the inputs used in the valuation methodologies. This hierarchy requires entities to maximize the use of observable inputs and minimize
the use of unobservable inputs. The three levels of inputs used to measure fair values are as follows:

 Level
1: Quoted prices (unadjusted) in active markets for identical assets and liabilities that the reporting entity can assess at the
measurement date.

 Level
2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 Level
3: Unobservable inputs for the asset or liability which include the Company's assumptions regarding the data market participants
would use in pricing the asset or liability based on the best information available under the circumstances.

 The
carrying values of the Company's cash, accounts receivable, grants receivable, prepaid expenses and deposits, accounts payable
and accrued liabilities, and notes payable approximates fair value due to their short maturities.

 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. 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 that required liability classification were issued during the
fiscal year ended June 30, 2025; accordingly, fair value measurement was not required. See Notes 6 and 11 for further discussion.

 The
Company's fair value measurements include the valuation of the assets held-for-sale as of June 30, 2025 and 2024. See Note 7 for
relevant fair value disclosures.

 x) Accounting Pronouncements

 In
November 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. 2023-07," Improvements to Reportable
Segment Disclosures (Topic 280)". This ASU updates reportable segment disclosure requirements by requiring disclosures of significant
reportable segment expenses that are regularly provided to the Chief Operating Decision Maker ("CODM") and included within
each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual
identified as the CODM and an explanation of how the CODM uses the reported measures of a segment's profit or loss in assessing
segment performance and deciding how to allocate resources. The Company adopted ASU 2023-07 during the year ended June 30, 2025. See
Note 18, Segment and Other Information, in the accompanying notes to the financial statements for further detail.

 In
December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures", which updates income tax disclosures
primarily related to the rate reconciliation and income taxes paid information. This ASU also includes certain other amendments to improve
the effectiveness of income tax disclosures. The amendments in this ASU are effective for annual periods beginning after December 15,
2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company
is in the process of determining the effect this ASU will have on the disclosures contained in the notes to the consolidated financial
statements.

 F- 14

 In
November 2024, the FASB Issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures
(Subtopic 220-40): Disaggregation of Income Statement Expenses." The amendments in this update require disclosures, in the notes
to financial statements, of specified information about certain costs and expenses. The amendment clarifies which certain costs and expenses
that are included in cost of sales and selling, general, and administrative expense categories that should be disclosed with qualitative
descriptions of amounts that are not separately disaggregated quantitatively. Additionally, the amendment requires disclosure of total
amounts of selling expenses and an entity's definition of selling expense. The update will be effective for annual periods beginning
after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. In January 2025,
the FASB issued ASU 2025-01 to clarify the effective date previously communicated. The revised effective date for public business entities
is for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning
after December 15, 2027. Early adoption is permitted. The Company is in the process of determining the effect this ASU will have on the
disclosures contained in the notes to the consolidated financial statements.

 4.

 Government
 Grant and Tax Credit Awards

 Grants
receivable represent qualifying costs incurred where there is reasonable assurance that the conditions of the grant have been met but
the corresponding funds have not been received as of the reporting date. As collections from the federal government have been and are
expected to continue to be timely, no allowance for doubtful accounts has been established. If amounts become uncollectible, they will
be charged to operations. Grants receivable was $ 0.2 million at June 30, 2025 and 2024. The Company recognizes invoiced government funds
as an offset to research and development costs in the period the qualifying costs were incurred. Grants related to investments in property
and equipment are recognized as a reduction to the cost basis of the underlying assets with an ongoing reduction to depreciation expense
over the assets' estimated useful life.

 On
January 20, 2021, the U.S. Department of Energy ("DOE") announced that the Company had been selected for award negotiation
for a three-year project with a total budget of $ 4.5 million for the field demonstration of its selective leaching,
targeted purification, and electro-chemical production of battery grade lithium hydroxide from domestic claystone resources technology.
Through this grant award the Company is eligible to receive reimbursement of up to 50 %
of eligible expenditures, or up to $ 2.3 million. The prime agreement contract for this grant was issued
with a project start date of October 1, 2021. The Company began receiving funds related to this award during the fiscal year ending June
30, 2022. As of June 30, 2025, the cumulative funds invoiced for this grant totaled $ 2.3 million, which represents 100 %
of the total eligible reimbursements. As of June 30, 2025, $ 0.02 million was an outstanding receivable on the consolidated balance
sheet.

 On
August 16, 2021, the Company received a contract award for a 30-month project with a total budget of $ 2.0 million from the United States
Advanced Battery Consortium (the "USABC grant") as part of a competitively bid project, through which the Company will receive
reimbursement for up to $ 0.5 million of eligible expenditures. The objective of the contract award is for the commercial-scale development
and demonstration of an integrated lithium-ion battery recycling system, the production of battery cathode grade metal products, the
synthesis of high energy density active cathode material from these recycled battery metals, and the fabrication of large format automotive
battery cells from these recycled materials and the testing of these cells against otherwise identical cells made from virgin sourced
metals. The Company began receiving funds related to this award during the fiscal year ended June 30, 2022, and this contract award project
concluded on September 30, 2024. As of June 30, 2025, the cumulative funds invoiced and collected for this grant totaled $ 0.5 million,
which represents 100 % of the total eligible reimbursements.

 On
October 21, 2022, the U.S. DOE announced that the Company had been selected for award negotiation for a five-year project with a total
budget of $ 115.5 million to design, construct, and commission a first-of-kind lithium hydroxide refinery using Nevada-based claystone
as the feedstock to expand domestic manufacturing of battery grade lithium hydroxide for lithium-ion batteries for electric vehicles,
with a focus on domestic processing of materials and components that are currently imported from foreign countries. Through this grant
award the Company is eligible to receive reimbursement of up to 50 % of eligible expenditures, up to $ 57.7 million. The prime agreement
contract for this grant was issued with a project start date of September 1, 2023. The Company began receiving funds related to this
award during the period ending December 31, 2023. As of June 30, 2025, the cumulative funds invoiced and collected for this grant totaled
$ 4.7 million, which represents 8 % of the total eligible reimbursements.

 F- 15

 On
November 17, 2022, the U.S. DOE announced that the Company had been selected for award negotiation for a three-year project with a total
budget of $ 20.0 million to demonstrate and commercialize next generation techniques for its lithium-ion battery recycling processes to
produce low-cost and low-environmental impact domestic battery materials. Through this grant award the Company is eligible to receive
reimbursement of up to 50 % of eligible expenditures, up to $ 10.0 million. The prime agreement contract for this grant was issued with
a project start date of October 1, 2023. The Company began receiving funds related to this award during the period ending December 31,
2023. As of June 30, 2025, the cumulative funds invoiced and collected for this grant totaled $ 2.2 million, which represents 22 % of the
total eligible reimbursements.

 On
March 28, 2024, ABTC was selected for a tax credit for up to $ 19.5 million through the Qualifying Advanced Energy Project Credits program
(48C). 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 U.S. DOE, which evaluated the feasibility of applicant facilities to advance America's
buildout of globally competitive critical material recycling, processing, and refining infrastructure. This tax credit may be utilized
both for the reimbursement of capital expenditures spent to date and also future capital expenditures at ABTC's battery recycling
facility in the Tahoe-Reno Industrial Center (TRIC) in Storey County, 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.

 Also
on March 28, 2024, ABTC was selected for an additional tax credit of up to $ 40.5 million through the 48C program, which may be used in
support of the design and construction of a new commercial battery recycling facility to be located in the United States. As of June
30, 2025, the Company has not incurred any qualifying expenditure toward this tax credit.

 On
September 23, 2024, the U.S. DOE announced that the Company had been selected for award negotiations for a highly competitive grant for
$ 150 million to be applied towards the construction of a new lithium-ion battery recycling facility. On December 18, 2024, the Company
received a contracted grant award for $ 144 million of federal investment by the DOE, with these funds awarded to the Company and an additional
$ 6.4 million awarded to its subcontractor Argonne National Laboratory, to support the construction of a new lithium-ion battery recycling
facility. The Company began receiving funds related to this award during the period ending March 31, 2025. As of June 30, 2025, the cumulative
funds invoiced for this grant totaled $ 0.6 million, which represents 0.4 % of the total eligible reimbursements.

 The
table below summarizes the effects of government grants on the consolidated financial statements for the fiscal years ended June 30:

of Effects of Government Grants

 2025

 2024

 Reduction to research and development expenses

 $
 ( 5,087,266
)

 $
 ( 2,317,987
)

 Reduction to property and equipment

 ( 591,368
)

 ( 1,025,347
)

 Total reductions due to grant reimbursements received

 $
 ( 5,678,634
)

 $
 ( 3,343,334
)

 5.

 Inventories

 The
Company's inventory for its lithium-ion battery recycling operation is comprised of raw materials, in the form of battery feedstock,
and finished goods, in the form of black mass and other metals. Inventory is valued at the lower of average cost or net realizable value.
The net carrying value of inventory includes those costs to acquire battery feedstock and any related carrying and processing costs incurred
by the Company.

 The
table below presents the components of inventory as of June 30:

 Schedule of Inventories

 2025

 2024

 Raw materials

 $
 216,052

 $
 66,088

 Finished goods

 192,095

 88,232

 Total inventories

 $
 408,147

 $
 154,320

 The
balance of the Company's inventory was written down by $ 2.9 million and $ 0.6 million from its cost to its net realizable value
as of June 30, 2025 and 2024, respectively.

 F- 16

 6.

 Property
 and Equipment

 The
table below presents the property, plant and equipment as of June 30:

 Schedule of Property and Equipment

 2025

 2024

 Land

 $
 11,225,956

 $
 8,860,916

 Building

 16,653,019

 24,867,784

 Equipment and vehicles

 24,363,000

 14,313,970

 Total property, plant and equipment

 52,241,975

 48,042,670

 Less: accumulated depreciation

 ( 6,772,122
)

 ( 1,727,704
)

 Property and equipment, net

 $
 45,469,853

 $
 46,314,966

 The
Company recognized depreciation expense of $ 5.0 million and $ 1.7 million during the fiscal years ended June 30, 2025 and 2024, respectively.

 7.

 Assets
 Held for Sale

 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 building at the Fernley, Nevada location, comprising 12.44 acres and 11.55 acres, that the Company decided to sell. The fair value of
the assets held-for-sale is classified within Level 3 of the fair value hierarchy and was determined based on indicative market listing
prices of the assets. 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, valued at $ 2.4 million, was no longer actively marketed for sale and was therefore
reclassified back to property, plant, and equipment. As of June 30, 2025, the other parcel of land and building ( 12.44 acres) has a carrying value of $ 6.0 million and is subject to further impairment, if required,
until the asset is sold. On July 28, 2025, a potential buyer canceled the Commercial/Investment Property Purchase Agreement and Joint
Escrow Instructions.

 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. This reclassification follows the company's decision to actively market these water rights for sale
to unrelated third parties.

 As
of June 30, 2025, there were no additional impairments on the assets held-for-sale.

 F- 17

 8.

 Mining
 Properties

 On
July 21, 2022, the Company exercised the option to purchase the rights to unpatented lode claims in Tonopah, Nevada. Since that time,
the Company has worked with third parties to conduct drill programs and analysis to verify the grade and continuity of the mining claims.
Over 50% of the inferred mineral resources have been upgraded to measured and indicated classifications. The Company is still in the
exploration stage and expenses all mineral exploration costs. If the Company identifies proven and probable reserves and develops an
economic plan for operating a mine, it will enter the development stage and capitalize future costs until production is established.

 On
July 22, 2023, the Company began a third exploration program to advance its Tonopah Flats Lithium Project. This drill program includes
core infill and step out drilling to support the evolution of its domestic resource with the goal of upgrading to a 'measured and
indicated' resource classification. The Company selected and engaged KB Drilling for the collection of infill and step out samples
for this latest drill program, which consists of sample collections from eight additional drill holes and includes 6,500 feet of total
drilling.

 In
December 2023, the Company entered into a vacant land offer and acceptance agreement for the Company's acquisition of certain mineral
patents totaling $ 0.2 million which was capitalized to mining properties.

 On
April 24, 2024, the Company announced the completion of the "Amended Resource Estimate and Initial Assessment with Project Economics
for the Tonopah Flats Lithium Project, Esmeralda and Nye Counties, Nevada, USA" ("Amended IA") and the publication
of the S-K 1300 Technical Report Summary ("TRS") disclosing mineral resources, including an initial economic assessment,
for the Tonopah Flats Lithium Project. The TRS was completed by RESPEC Company LLC, a qualified person, in compliance with Item 1300
of Regulation S-K and with an effective date of April 5, 2024.

 9.

 Intangible
 Assets

 The
Company's acquisition of the commercial-scale battery recycling facility at the TRIC included water rights valued at $ 0.7 million
and are described as an eighteen and forty-five one-hundredths ( 18.45) acre-foot/annually portion of the Truckee-Carson Irrigation District,
Serial Number 1081-A-1. These have an unlimited useful life upon assignment to a property through use of a will-serve, which has no expiration
date.

 The
table below presents the intangible assets as of June 30:

 Schedule of Intangible Assets

 2025

 2024

 Water rights

 $
 766,694

 $
 4,519,038

 10.

 Leases

 RoU
assets represent the Company's right to use an underlying asset for the lease term and operating lease liabilities represent the
Company's obligation to make lease payments arising from the lease. The Company determines if an arrangement is a lease at inception.
RoU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease
term. Most operating leases contain renewal options that provide for rent increases based on prevailing market conditions. The terms
used to calculate the RoU assets for certain properties include the renewal options that the Company is reasonably certain to exercise.

 The
discount rate used to determine the commencement date present value of lease payments is the interest rate implicit in the lease, or
when that is not readily determinable, the Company estimates a rate of 8.0% for the fiscal years ending June 30, 2025 and 2024, based
primarily on historical lending agreements. RoU assets include lease payments required to be made prior to commencement and exclude lease
incentives. Both RoU assets and the related lease liability exclude variable payments not based on an index or rate, which are treated
as period costs. The Company's lease agreements do not contain significant residual value guarantees, restrictions, or covenants.

 The
Company leases office space under a non-cancelable operating lease agreement. The lease commenced December 1, 2024 and has a lease term
of three years, expiring on November 30, 2027. The lease includes an option to renew for an additional two years; however, the Company
is not reasonably certain to exercise the renewal option. Therefore, the renewal period has not been included in the calculation of the
lease liability and the right-of-use asset in accordance with ASC 842. The Company occupies other office facilities under lease agreements
that expire at various dates, many of which do not exceed a year in length. The Company does not have any finance leases as of June 30,
2025 and 2024.

 Operating
lease right-of-use assets are presented within the asset section of the Company's consolidated balance sheets, while lease liabilities
are included within the liability section of the Company's consolidated balance sheets at June 30, 2025 and 2024.

 F- 18

 The
table below presents information related to the components of lease expense for the fiscal years ended June 30, 2025 and 2024, respectively:

 Schedule of Lease Expense

 2025

 2024

 Operating lease cost

 $
 361,169

 $
 436,476

 The
table below presents total operating lease RoU assets and lease liabilities at June 30:

 Schedule of Operating Lease ROU Assets and Lease Liabilities

 2025

 2024

 Operating lease right-of-use asset

 $
 296,157

 $
 42,103

 Operating lease liabilities

 $
 306,026

 $
 54,303

 The
table below presents the maturities of operating lease liabilities as of June 30, 2025:

 Schedule of Maturity of Operating Lease Liabilities

 June 30, 2026

 $
 136,212

 June 30, 2027

 141,810

 June 30, 2028

 60,059

 Total lease payments

 338,081

 Less: imputed interest

 ( 32,055
)

 Total operating lease liabilities

 $
 306,026

 Operating lease liabilities, current

 $
 115,863

 Operating lease liabilities, non-current

 $
 190,163

 The
table below presents the weighted average remaining lease term for operating leases and the weighted average discount rate used in calculating
operating lease right-of-use asset as of June 30, 2025.

 Schedule of Weighted Average Remaining Lease Term for Operating Leases and Weighted Average Discount Rate

 Weighted average lease term (years)

 2.42

 Weighted average discount rate

 8.00
 %

 11.

 Accounts
 Payable and Accrued Liabilities

 The
table below presents the accounts payable and accrued liabilities as of June 30:

 Schedule of Accounts Payable and Accrued Liabilities

 2025

 2024

 Trade payables

 $
 417,195

 $
 4,255,398

 Fixed assets in trade payables

 283,278

 996,970

 Accrued expenses

 5,122,514

 2,244,266

 Marketing agreement settlement

 -

 1,800,000

 Total accounts payable and accrued liabilities

 $
 5,822,987

 $
 9,296,634

 As
of June 30, 2025 and 2024, no individual supplier accounted for more than 10% of the Company's total accounts payable and accrued
liabilities balance.

 On
July 3, 2024, the Company and Mercuria Energy America, LLC agreed to resolve their respective disputes related to a Marketing Agreement
entered into in May 2023. Under the terms of the Settlement Agreement, the Company agreed to make six monthly payments to Mercuria Energy
America, LLC of $ 0.3 million each. Upon the completion of the payments, the parties agreed to release any and all claims, disputes, actions,
suits, proceedings, demands and/or liabilities in law and/or equity or otherwise. The total amount of payments due of $ 1.8 million was
accrued as of June 30, 2024. As of June 30, 2025, all amounts have been paid.

 F- 19

 12.

 Notes
 Payable

 On
August 29, 2023, the Company and High Trail (the "Buyers") entered into a Securities Purchase Agreement (the "Purchase
Agreement"), pursuant to which the Company can sell to the Buyers up to $ 51.0 million of a new series of senior secured convertible
notes (the "Notes"), of which $ 25.0 million was initially received. The Company analyzed the conversion features of the Notes
for derivative accounting considerations under ASC 815-15, "Derivatives and Hedging," and determined a freestanding call
option should be bifurcated and separately accounted for as a derivative liability. Accordingly, the derivative liability is carried
at fair value at each reporting date with the corresponding gain or loss reflected in earnings in the consolidated statements of operations.
The Company determined the derivative liability to have a fair value of $ 0.4 million at issuance of the Notes. For the three months ended
September 30, 2024, the Company recorded a gain of $ 0.7 million within the change in fair value of the derivative liability in the consolidated
statements of operations. As of September 30, 2024, the fair value of the derivative liability was determined to be nil given the expiration
of the freestanding call option on October 1, 2024. No derivative instruments requiring liability-classification were outstanding during
the period December 1, 2024 through June 30, 2025, and there has been no related activity since the option's expiration; accordingly,
fair value measurement was not required.

 The
carrying value, net of debt discount and issuance costs, was being accreted over the term of the Notes from date of issuance to date
of full repayment, expected to be in October 2024 based on partial redemption payments, using the effective interest rate method.

 On
September 13, 2024, the Notes were amended to allow payment of principal totaling $ 0.6 million in common shares of the Company in lieu
of cash, with the remaining principal due in September 2024 deferred to October 2024. Subsequent to September 30, 2024, further payment
on the Notes had been deferred by the Buyers while negotiations on a potential amendment to the Notes are on-going. Total common shares
of 726,216 were issued with a fair market value of $ 0.7 million. The Notes were also amended to increase the conversion option rate.
The Company concluded that the amendment to the Notes was an extinguishment for accounting purposes due to the increase in the conversion
option fair value. The Company recognized a $ 0.7 million loss on extinguishment in the consolidated statement of operations, comprised
of the write-off of the remaining debt discount and debt issuance costs of $ 0.6 million and the excess of fair value of the common shares
paid in lieu of cash over the principal owed of $ 0.1 million.

 On
November 14, 2024, the Purchase Agreement and Notes were amended to provide for the issuance of a new series of senior secured convertible
notes (the "2024 Notes") in the aggregate principal amount of $ 12.0 million, less discount totaling $ 2.1 million. The amendment
also allowed payment of principal of the Notes totaling $ 1.1 million in common shares of the Company in lieu of cash, with the remaining
principal of the Notes of $ 1.8 million paid with proceeds from issuance of the 2024 Notes. The 2024 Notes bear zero coupon, mature on
 September 1, 2025, and require $ 5.0 million in cash to be maintained in a restricted account. The Buyers may request partial redemptions
of up to an aggregate of $ 1.0 million on the 1st of each month beginning on January 1, 2025, with the remaining principal due on the
maturity date, or the Buyers may convert the 2024 Notes into shares of common stock of the Company at a conversion rate of 1,333.33 shares
of common stock per $ 1,000 of principal for the first $ 3,000,000 of principal, and a conversion rate of 945.0992 shares of common stock
per $ 1,000 of principal for the remaining principal.

 The
Company evaluated the amendment to the Purchase Agreement and concluded it was required to be accounted for as a troubled debt restructuring
under ASC 470-60, "Troubled Debt Restructurings by Debtors," as a concession had been granted to the Company. Per ASC 470-60,
the carrying value of the Notes remained the same as before the amendment, reduced only by the fair value, $ 1,142,580, of the common
shares issued, 1,210,360, to partially settle the Notes. No gain was recognized as the future undiscounted cash flows of the restructured
Notes did not exceed the carrying amount of the Notes, with the effect of the restructuring accounted for prospectively through the revised
effective interest rate of 50.73 %.

 On
December 19, 2024, the 2024 Notes were amended to increase the portion of principal that is subject to the higher conversion rate of
 1,333.33 shares of commons stock per $ 1,000 of principal from $ 3,000,000 to $ 5,000,000. The Company analyzed the embedded conversion
feature of the 2024 Notes for derivative accounting considerations under ASC 815-15, "Derivatives and Hedging," and determined
that it did not qualify to be bifurcated and accounted for as a derivative liability. For the fiscal year ended June 30, 2025, amortization
of the debt discount of the 2024 Notes totaled $ 2.3 million.

 On
March 24, 2025, the conversion rate of the 2024 Notes was amended for $ 2.0 million of principal payments upon which the payments were
converted to common shares. The conversion rates for the remaining principal of the 2024 Notes were not amended. Total common shares
of 2,284,410 were issued with a fair market value of $ 2.3 million. The amendment was accounted for as debt modification and as a result,
the excess fair market value of the common shares over the principal payments was recorded as an additional debt discount.

 F- 20

 The
table below presents the net carrying amounts of the Notes as of June 30, 2025:

 Schedule of Net Carrying Amounts of the Notes

 Principal outstanding

 $
 8,000,000

 Debt discount

 ( 2,551,043
)

 Amortization of debt discount

 2,280,798

 Net carrying value

 $
 7,729,755

 The
table below presents the maturities of notes payable as of June 30, 2025:

 Schedule of Maturities of Notes Payable

 September 1, 2025

 $
 8,000,000

 Less: unamortized debt discount and issuance costs

 ( 270,245
)

 Total notes payable

 $
 7,729,755

 Notes payable, current

 $
 7,729,755

 Notes payable, non-current

 $
 -

 13.
 Derivative Liabilities

the six months ended December 31, 2024, the Company's embedded conversion feature on its convertible notes and its outstanding
warrants had been treated as derivative liabilities for accounting purposes under ASC 815-40, "Derivatives and Hedging –
Contracts in Entity's Own Equity," due to insufficient authorized shares to settle these outstanding equity-linked contracts,
while the terms of these instruments still allowed the holders to exercise which would require the Company to net-cash settle the instrument.
In such cases, the Company adopted a sequencing approach under ASC 815-40 to determine the classification of its equity-linked financial
instruments at issuance and at each subsequent reporting date. Under this sequencing policy, the Company reclassified to liabilities
those equity-linked financial instruments with the most recent issuance or modification date. The derivative liabilities were initially
recorded at fair value and subsequently re-valued each reporting date, with changes in fair value reported in the consolidated statements
of operations. The Company utilized the Black-Scholes option-pricing model to value the derivative liabilities at initial reclassification
and subsequent valuation dates, adjusted for instrument-specific terms as applicable.

 In
August 2024, the Company issued common shares and warrants to purchase common shares under private placement subscription agreements.
See further discussion at Note 14. As there were insufficient authorized shares available at the time of issuance, the warrants were
classified as derivative liabilities, measured at fair value as of issuance, and re-measured to fair value as of September 30, 2024.
Of the $ 1.9 million in proceeds received from the private placement, $ 0.6 million was received from related parties of the Company, including
current employees and an immediate family member of the Chief Executive Officer. The Company recognized common shares and warrants to
purchase common shares with a total fair value of $ 1.4 million, compensation expense of $ 0.7 million and a loss on private placement
of $ 0.1 million in the consolidated statements of operations. The Company recognized less than a $ 0.1 million loss on change in fair
value of these liability-classified equity-linked financial instruments.

 For
the remaining private placement subscription agreements, the Company recognized the fair value of the warrants of $ 1.7 million and a
loss on private placement of $ 0.6 million as of issuance, and a fair value of $ 1.7 million as of September 30, 2024, with the loss on
change in fair value of less than $ 0.1 million recorded to change in fair value of liability-classified equity-linked contracts in the
consolidated statements of operations. The associated derivative liability was included in long-term liabilities in the consolidated
balance sheets. In November 2024, a portion of the private placement subscription agreements were rescinded. Prior to rescission, a gain
of $ 0.3 million was recognized upon revaluation of the warrant liability, reducing the warrant liability from $ 1.2 million to $ 0.9 million.
A gain of less than $ 0.1 million was recognized upon extinguishment of the warrant liability at the rescission date. A payable of $ 0.9
million is included in accounts payable and accrued liabilities on the consolidated balance sheet as of December 31, 2024 for the return
of the subscription agreement proceeds to the investors.

 F- 21

 In
September 2024, the Company's convertible notes were amended to increase the conversion rate of the conversion option. See further
discussion at Note 11. Upon modification, the Company no longer had sufficient authorized shares to settle all equity-linked contracts
including the convertible notes upon a potential conversion and accordingly, the embedded conversion feature was bifurcated from the
convertible notes to be accounted for as a derivative liability. The Company calculated a fair value of the bifurcated conversion feature
of $ 0.7 million as of the modification date and a fair value of $ 0.9 million as of September 30, 2024, with the loss on change in fair
value of $ 0.2 million recorded to change in fair value of liability-classified financial instruments in the consolidated statements of
operations.

 In
November 2024, the Company's shareholders approved and adopted an amendment to the articles of incorporation to increase the number
of authorized shares of the Company's common stock from 80,000,000 to 250,000,000. Upon the increase, the Company had sufficient
authorized shares available to settle all equity-linked contracts including the convertible notes and warrants to purchase common shares
included in derivative liabilities. As a result, the Company revalued the bifurcated conversion feature and the warrants to purchase
common shares as of the shareholder approval date and reclassified the associated derivative liabilities from long-term liabilities to
additional paid-in capital in the consolidated balance sheets. The Company recognized a $ 0.8 million gain on change in fair value of
the derivative liabilities prior to the reclassification to equity from long-term liabilities. The amount reclassed to equity totaled
$ 2.1 million.

the period December 31, 2024 through June 30, 2025, there was no activity related to the Company's derivative liability instruments
and the balance of derivative liabilities remained unchanged throughout this period.

 The
table below sets forth the Black-Scholes inputs and assumptions for the Company's valuation and re-valuation of its derivative
liabilities for the fiscal year ending June 30:

 Schedule of Black-Scholes Inputs and Assumptions for valuation and Re-valuation of its Derivative Liabilities

 2025

 Weighted
 average expected term (years)

 0.01
 – 5.00

 Risk-free
 interest rate

 3.47
 – 5.47

 %

 Dividend
 yield

 %

 Volatility

 6.69 %
 - 137.84

 %

 A
summary of the activity related to derivative liabilities for the fiscal year ending June 30, 2025, is as follows:

 Schedule of Derivative Liabilities

 Warrant

 Derivative

 Liabilities

 Conversion

 Option Derivative

 Liability

 Total

Derivative

 Liabilities

 Balance, June 30, 2024

 $
 -

 $
 -

 $
 -

 Change in fair value

 ( 657,174
)

 ( 138,061
)

 ( 795,235
)

 Fair value of issuances during the period

 2,632,467

 -

 2,632,467

 Fair value of extinguishments during the period

 ( 87,421
)

 -

 ( 87,421
)

 Fair value of reclassifications during the period

 ( 1,887,872
)

 138,061

 ( 1,749,811
)

 Balance, June 30, 2025

 $
 -

 $
 -

 $
 -

 F- 22

 14.

 Stockholders'
 Equity

 Preferred
Stock

 The
Company's amended and restated articles of incorporation authorize shares of preferred stock and provide that shares of preferred
stock may be issued from time to time in one or more series. The Company's board of directors (the "Board of Directors")
is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special
rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Board of Directors
is able to, without stockholder approval, issue shares of preferred stock with voting and other rights that could adversely affect the
voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of the Board of Directors
to issue shares of preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of
control of the Company or the removal of existing management.

 To
date, the Company has authorized a total of 1,666,667 shares of preferred stock. Of this amount the Company has designated a total of
 233,340 shares to four classes of preferred stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series
D Preferred Stock. A description of each class of preferred stock is listed below.

 Series
A Preferred Stock

 The
Company has 33,334 shares of Series A Preferred Stock authorized with a par value of $ 0.001 per share. The Company had nil shares of
Series A Preferred Stock issued and outstanding on June 30, 2025 and 2024.

 Series
B Preferred Stock

 The
Company has 133,334 shares of Series B Preferred Stock authorized with a par value of $ 10.00 per share. The Company had nil shares of
Series B Preferred Stock issued and outstanding on June 30, 2025 and 2024.

 Series
C Preferred Stock

 The
Company has 66,667 shares of Series C Preferred Stock authorized with a par value of $ 10.00 per share. The Company had nil shares of
Series C Preferred Stock issued and outstanding on June 30, 2025 and 2024.

 Series
D Preferred Stock

 The
Company has 5 shares of Series D Preferred Stock authorized with a par value of $ 0.001 per share. The Company had nil shares of Series
D Preferred Stock issued and outstanding on June 30, 2025 and 2024.

 Common
Stock

 In
November 2024, the Company's shareholders approved and adopted an amendment to the articles of incorporation to increase the number
of authorized shares of the Company's common stock from 80,000,000 to 250,000,000. As of June 30, 2025, the Company has 250,000,000
shares of common stock authorized, with a par value of $ 0.001 per share.

year ended June 30, 2025

the period, the Company issued 3,407,702 common shares upon vesting of share-based awards.

 On
July 22, 2024, the Board of Directors authorized and approved to extend the expiration date to April 30, 2025 for 600,000 certain warrants
with an exercise price of $ 1.125 issued in connection with a previous equity offering which were previously scheduled to expire on October
31, 2024. Of the 600,000 warrants, 200,000 warrants are held by Ryan Melsert, Chief Executive Officer. The modification of the warrants
resulted in incremental fair value of $ 0.1 million as of the modification date, of which less than $ 0.1 million was recognized as stock-based
compensation expense for those warrants held by the Chief Executive Officer and the remainder as a deemed dividend per the requirements
of ASC 815-40, "Derivatives and Hedging – Contracts in Entity's Own Equity." The Company utilized a Black-Scholes
option-pricing model to determine the incremental fair value with assumptions including volatility of 100.47 % and a risk-free rate of
 5.06 %.

 F- 23

 On
August 1, 2024, the Company agreed to sell in a private placement 53 Group A Units (defined below) to several accredited investors and
23 Group B Units to the Company's new Chief Operating Officer, to an immediate family member of the Chief Executive Officer, and
to two current employees, a portion of which was rescinded on November 12, 2024 (see Note 6), resulting in the sale of a total of only
18 Group A Units and 23 Group B Units in such private placement. Each "Group A Unit" consists of 25,000 shares of Common
Stock, 25,000 Series A warrants with a 5 five-year term to purchase Common Stock ("Series A Warrants") and 25,000 Series B
Warrants with an 18 -month term to purchase Common Stock (collectively with the Series A Warrants, the "Warrants") with a
purchase price of $ 25,000 per Unit; each "Group B Unit" consists of 19,531 shares of Common Stock and 39,062 Series A Warrants
with a 5 five-year term and a purchase price of U.S. $ 25,000 per Unit. The Company received an initial payment of approximately $ 1.9 million
but after the rescission retained only an aggregate purchase price of $ 1.0 million.

 Upon
issuance of the common stock and warrants in the private placement, the Company concluded that it had insufficient authorized shares
to settle the warrants sold as well as certain previously issued warrants (see Note 13). As the warrants were therefore accounted for
as derivative liabilities and remeasured at fair value each reporting period (see Note 13), the Company allocated the proceeds first
to the warrants with any residual proceeds allocated to the common shares. A day-one loss is recognized to the extent the recognized
fair value of common shares and warrants exceeds the proceeds received.

 In
February 2025, investors purchased 35 units at a purchase price of $ 25,000 per unit, with each unit consisting of 26,316 shares of common
stock and 52,632 warrants to purchase common stock. The payable of $ 0.9 million previously included in accounts payable and accrued liabilities,
as of December 31, 2024, for the return of the subscription agreement proceeds to these investors (see Note 6) was recognized in additional
paid-in capital for the $ 0.9 million purchase price of the 35 units.

the fiscal year ended June 30, 2025, the Company issued 4,220,986 common shares to the Note holders pursuant to the debt conversion option
in lieu of cash payment of $ 3.6 million (see Note 12). The fair value of the common shares issued of $ 4.2 million was recorded in additional
paid-in capital for this transaction.

the fiscal year ended June 30, 2025, the Company recognized stock-based compensation expense of $ 14.7 million, which was an increase
to additional paid-in capital of $ 13.9 million and an increase to the equity compensation liability of less than $ 0.1 million. Stock-based
compensation expense also included $ 0.7 million related to the excess fair value related to warrants issued to the insiders and the incremental
fair value from modification of certain warrants discussed above.

 On
November 13, 2024, the Company's shareholders approved the Company's 2024 Employee Stock Purchase Plan (the "2024 ESPP").
The 2024 ESPP provides the Company's employees with the ability to contribute a portion of their earnings to purchase the Company's
shares of common stock. Pursuant to the terms of the 2024 ESPP, the Company's executive officers and all of its other employees
will be allowed to participate in the 2024 ESPP. During the period, employees purchased 389,349 shares under the 2024 ESPP with an aggregate
purchase price of $ 0.3 million.

 On
December 23, 2024, the Company entered into a securities purchase agreement with two institutional investors including the Buyers for
the purchase and sale of (i) 5,000,000 shares its common stock, and (ii) warrants exercisable for up to an aggregate of 5,000,000 shares
of common stock for a combined offering price of $ 1.00 per share and accompanying warrant. The warrants have an exercise price of $ 1.10
per share, are exercisable immediately from the date of issuance and expire five years from the initial exercise date.

 On
December 27, 2024, the Company entered into another securities purchase agreement with two institutional investors including the Buyers
for the purchase and sale of (i) 3,773,586 shares of its common stock, and (ii) warrants exercisable for up to an aggregate of 3,773,586
shares of common stock for a combined offering price of $ 2.65 per share and accompanying warrant. The warrants have an exercise price
of $ 2.80 per share, will be exercisable immediately from the date of issuance and will expire five years from the initial exercise date.
The Company received total proceeds from both December 2024 securities purchase agreements of $ 15.0 million, net of offering costs of
$ 1.1 million, which were recorded to additional paid-in capital as the Company determined the warrants met the equity classification
criteria.

 F- 24

 The
Company had the following potentially dilutive shares outstanding as of June 30:

 Schedule of Potentially Dilutive Shares Outstanding

 2025

 2024

 Convertible notes

 9,501,948

 769,342

 Warrants

 17,380,150

 6,928,758

 Share awards outstanding

 8,583,466

 3,428,604

 Total potentially dilutive

 35,465,564

 11,126,704

year ended June 30, 2024

the period the Company issued 1,326 common shares that were previously listed as issuable as of June 30, 2023. These shares for professional
services relate to previously earned board compensation.

the period, the Company issued 1,306,480 common shares with an issuance date fair value of $ 5.3 million to executives, directors and
employees pursuant to share award service and performance achievements. This included 171,500 RSUs granted upon election by officers
of the Company to receive warrants and RSUs in lieu of cash bonuses.

 On
July 28, 2023, the Company recorded an increase of $ 0.2 million to stockholders' equity for the change in fair value between the
balance sheet date of June 30, 2023 and the fair value on the date the shares were returned. These shares were pursuant to the Company
modifying its building purchase agreement to nullify a $ 1.5 million indemnification requirement and reclaim 128,205 shares that it had
previously issued to the Selling Stockholder (See Note 6).

the period, the Company filed prospectus supplements related to the offer and sale from time to time of up to 8,666,667 common shares
directly by the Company at market prices, to Tysadco Partners, LLC, a Delaware limited liability company ("Tysadco"), pursuant
to the terms of written sales agreement(s) ("Tysadco Agreement"). Pursuant to the Tysadco Agreement, the Company may offer
and sell up to 8,666,667 common shares of the Company at a purchase price of 95% of the weighted-average price, with a minimum request
of 33,333 shares. During the period, the Company sold 8,209,262 common shares for total proceeds of $ 27.8 million, of which $ 1.5 million
is recorded as a subscription receivable offset within equity on the consolidated balance sheet at June 30, 2024. During the year ended
June 30, 2025, the Company recorded a credit loss of $ 1.5 million against the outstanding subscription receivable balance. The credit
loss reflects management's assessment that the receivable is no longer collectible. Accordingly, the Company reduced the carrying
value of the subscription receivable and recognized the corresponding loss as a credit loss expense within other income (expenses) on the Statement of Operations.

 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 (the "Shares") of the Company's common stock, par value $ 0.001 per
share, having an aggregate offering price of up to $ 50,000,000, subject to the terms and conditions of the Sales Agreement. The Company
has filed a prospectus supplement to its registration statement on Form S-3 (File No. 333-252492) offering the Shares. During the period,
the Company sold 9,109,573 common shares for total proceeds of $ 12.1 million, of which $ 0.6 million is recorded as a subscription receivable
on the consolidated balance sheet at June 30, 2024.

the period, the Company issued 45,545 common shares pursuant to cashless exercise of 50,000 share purchase warrants exercised as of June
30, 2023. During the period, the Company received cash proceeds of $ 37,500 pursuant to 33,334 share purchase warrants. Also, during the
period, the Company issued 39,883 common shares pursuant to cashless exercise of 66,667 share purchase warrants.

the period, the Company recognized stock-based compensation expense of approximately $ 14.6 million, which was an increase to additional
paid-in capital of approximately $ 14.2 million and an increase in the equity compensation liability of $ 0.4 million. Stock-based compensation
in additional paid-in capital also includes $ 0.3 million of bonuses settled in equity awards in lieu of cash. Of total stock-based compensation,
approximately $ 7.5 million was recognized for officers and directors of the Company.

 F- 25

 15.

 Share
 Purchase Warrants

the fiscal year ended June 30, 2024, there were 118,762 common shares issued related to warrants exercised, of which 85,428, common shares
were issued pursuant to cashless exercise. In addition, there were 539,435 warrants vested related to previously granted stock-based
compensation to officers of the Company, and of those, 171,500 warrants granted upon election by officers of the Company to receive warrants
and RSUs in lieu of cash bonuses. The weighted average grant date fair value of warrants issued during the fiscal year ended June 30,
2024 totaled $ 1.90. The warrants have a contractual term of five years and vest over the respective employee's requisite service
period of 3 three to five years.

the fiscal year ended June 30, 2025, there were 14,360,308 total warrants issued. The Company issued 3,548,426 warrants pursuant to the
Private Placement (see Note 14), of which 898,426 warrants were purchased by employees of the Company, 900,000 were purchased by accredited
investors, and 1,750,000 warrants were cancelled per the rescission agreement executed with certain investors in November 2024 (see Note
13). The Company also issued 8,773,586 warrants in December 2024 in connection with the securities purchase agreements (see Note 14).
The Company issued 196,176 warrants under its compensation arrangements (see Note 16). In February 2025, the Company issued 1,842,120
warrants to accredited investors that had previously rescinded private placement agreements (see Note 14).

 Schedule of Share Purchase Warrants Activity

 Number of
 Warrants

 Weighted Average
 Exercise Price

 Weighted Average
 Remaining Contractual Term

 Aggregate Intrinsic Value

 Balance, June 30, 2023

 5,729,360

 $
 14.53

 Granted

 1,407,135

 4.96

 Exercised

 ( 100,002
)

 1.13

 Expired

 ( 107,735
)

 3.75

 Balance, June 30, 2024

 6,928,758

 $
 12.95

 Granted

 14,360,308

 1.56

 Rescinded

 ( 1,750,000
)

 1.00

 Exercised

 ( 416,670
)

 1.13

 Expired

 ( 1,742,246
)

 10.46

 Balance, June 30, 2025

 17,380,150

 $
 5.28

 3.65

 $
 -

 Exercisable, June 30, 2025

 16,810,482

 $
 5.26

 3.63

 $
 -

 16.

 Equity
 Compensation Awards

 The
Company established the 2021 Retention Plan ("the Retention Plan") to issue shares in the effort to retain key executives,
directors, and employees. The Retention Plan allows for several different types of awards to be granted, including but not limited to,
warrants, restricted share units and restricted share awards, collectively referred to as "share awards". Share awards generally
have the same expense characteristics under US GAAP and generally vest over a four-year period at a rate of 25 % per annum.

 Under
the Retention Plan, the Company is authorized to issue shares of common stock to employees and non-employees up to ten percent ( 10 %)
of the total number of shares of common stock outstanding as of December 31, 2022, on a fully diluted basis. The Company adjusts the
authorized shares under the plan each December 31, while the Retention Plan remains in effect. During the fiscal year ended June 30,
2025 and 2024, the Company granted 9.5 million and 3.3 million share awards, respectively, under the Retention Plan.

 F- 26

 The
table below reflects the share award activity for the periods ended June 30, 2025 and 2024:

 Schedule of Restricted Shares and Restricted Share Units Non-Vested

 Units

 Weighted-
 Average
 Grant Date
 Fair Value
 per Unit

 Unvested share awards at June 30, 2023

 1,736,376

 8.25

 Granted

 3,290,268

 3.51

 Vested

 ( 1,306,480
)

 5.29

 Forfeitures

 ( 291,560
)

 5.94

 Unvested share awards at June 30, 2024

 3,428,604

 5.02

 Granted

 9,454,729

 1.03

 Vested

 ( 3,135,227
)

 2.59

 Forfeitures

 ( 1,164,640
)

 1.94

 Unvested awards at June 30, 2025

 8,583,466

 $
 1.93

 As
awards are granted, stock-based compensation equivalent to the fair market value of the underlying common stock on the date of grant
is expensed over the requisite service period, generally four years with a maximum contractual term of ten years, using the graded vesting
attribution method as acceptable under ASC 718, "Stock-Based Compensation." The Company accounts for forfeitures as they
occur. The fair value of share awards that vested during the fiscal year ended June 30, 2025 and 2024, totaled $ 4.0 and $ 5.3 million,
respectively.

 The
Company recognized stock-based compensation expense of $ 14.7 million and $ 14.6 million for the fiscal years ended June 30, 2025 and
2024, respectively. Of these amounts, $ 6.2 million and $ 7.5 million, respectively, were related to officers and directors of the Company.
For the fiscal years ended June 30, 2025 and 2024, total stock-based compensation expense included $ 4.3 million and $ 1.9 million, respectively,
related to warrants awarded to officers of the Company. As of June 30, 2025 and 2024, the equity compensation liability totaled nil and
$ 0.4 million related to warrants awarded to officers of the Company, respectively. As of June 30, 2024 several grant performance targets
for the fiscal year ended June 30, 2024 were defined via employee and retention agreements. These performance targets were yet achieved
by employees and officers; thus, the Company deferred recognition of stock-based compensation expense of $ 0.4 million until such achievements
until they were deemed probable and achievement and approval by the board of directors occurred. The expense was recognized during fiscal
year 2025.

 As
of June 30, 2025, there were approximately $ 14.3 million of unamortized expenses relating to outstanding equity compensation awards to
be recognized over a remaining weighted-average period of 2.99 years.

 The
table below presents the stock-based compensation expense per respective line item of the consolidated statements of operations for the
fiscal years ended June 30:

 Schedule of Stock-Based Compensation Expense

 2025

 2024

 Cost of goods sold

 $
 810,924

 $
 196,829

 General and administrative

 9,317,883

 7,372,695

 Research and development

 4,333,983

 5,852,392

 191,017

 1,144,402

 Total stock-based compensation

 $
 14,653,807

 $
 14,566,318

 Executive
officers and selected other key employees are eligible to receive common share performance-based awards, as determined by the board of
directors. The payouts, in the form of share awards, vary based on the degree to which corporate operating objectives are met. These
performance-based awards typically include a service-based requirement, which is generally four years.

 F- 27

 17.

 Income
 Taxes

 The
Company has not recognized any income tax provisions for the fiscal years ended June 30, 2025 and 2024. The U.S. federal corporate statutory
rate of 21.0 % is the applicable corporate tax rate used for fiscal years ended June 30, 2025 and 2024. The statutory rate differs from
the Company's computed expected tax recovery rate due to the following adjustments for the fiscal years ended June 30:

of Federal Income Tax provision

 2025

 2024

 Net loss before taxes

 $
)

 $
 ( 52,501,819
)

 Statutory Rate

 %

 %

 Computed expected tax recovery

 ( 9,839,003
)

 ( 11,025,382
)

 State income tax (benefit), net of federal benefit

 ( 1,080,844
)

 ( 315,287
)

 Section 162(m) adjustments

 -

 71,043

 Other permanent tax differences

 537,794

 ( 121,985
)

 Share-based compensation – RSUs/PSUs

 1,351,909

 701,362

 Uncertain tax positions

 -

 ( 219,450
)

 Tax credit

 ( 11,697
)

 -

 Deferred adjustments and other

 ( 501,191
)

 ( 518,766
)

 Change in valuation allowance

 9,543,032

 11,428,465

 Total income tax provision

 $
 -

 $
 -

 The
significant components of deferred income tax assets and liabilities at June 30, after applying the statutory corporate income tax rate,
are as follows for the fiscal years ended June 30:

of Deferred Income Tax Assets and Liabilities

 2025

 2024

 Net operating losses

 $
 30,864,583

 $
 25,676,852

 Stock-based compensation

 4,097,550

 2,472,597

 Section 174 capitalization

 2,328,383

 1,938,732

 Other temporary differences

 420,994

 390,384

 Fixed assets and intangibles

 4,007,255

 1,697,171

 Valuation allowance

 ( 41,718,765
)

 ( 32,175,736
)

 Net deferred tax asset

 $
 -

 $
 -

 We
believe that it is more likely than not that the benefit from our net deferred tax assets will not be realized. At June 30, 2025 and
2024, respectively, we have provided a valuation allowance of $ 41.7 and $ 32.2 million against our deferred taxes. If our assumptions
change and we determine that we will be able to realize these deferred tax asset amounts, the Company will adjust its disclosures appropriately.

 As
of June 30, 2025, the Company has accumulated federal and state net operating loss carryforwards of approximately $ 141.8, and $ 15.6 million,
respectively. If unused, $ 2.5 million of our federal net operating loss carryforwards will expire in 2032, and $ 139.2 million will carry
forward indefinitely. $ 2.6 million of our state net operating loss carryforwards will begin to expire in 2041 and $ 13.0 million will
carryforward indefinitely. In addition, under the Tax Cuts and Jobs Act (Tax Act) the amount of federal net operating losses generated
in taxable periods beginning after December 31, 2017, that we are permitted to deduct in any taxable year is limited to 80% of our taxable
income in such year, where taxable income is determined without regard to the net operating loss deduction itself. The Tax Act generally
eliminates the ability to carry back any net operating loss to prior taxable years, while allowing post-2017 unused net operating losses
to be carried forward indefinitely. The Company also has $ 66.2 thousand of federal Research and Development Credit carryforwards will
 expire in 2042.

 Utilization
of net operating losses, credit carryforwards, and certain deductions may be subject to a substantial annual limitation due to ownership
change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The tax benefits related
to future utilization of federal and state net operating losses, tax credit carryforwards, and other deferred tax assets may be limited
or lost if cumulative changes in ownership exceeds 50% within any three-year period. Additional limitations on the use of these tax attributes
could occur in the event of possible disputes arising in examinations from various taxing authorities. Any net operating loss or credit
carryforwards that will expire prior to utilization as a result of such limitations will be removed from deferred tax assets.

 The
Company has recorded uncertain tax positions ("UTP") that result in unrecognized tax benefits recorded on the books of the
Company. The unrecognized tax benefits for the Company are as follows as of June 30:

of Unrecognized Tax Benefits

 2025

 2024

 Unrecognized tax benefits, beginning of period

 $
 -

 $
 219,450

 Decrease during the period

 -

 ( 219,450
)

 Increase during the period

 -

 Unrecognized tax benefits, end of period

 $
 -

 $
 -

 F- 28

 The
Company does not have an accrual for interest or penalties related to uncertain tax positions as of June 30, 2025.

 The
Company files U.S. income tax returns with varying statutes of limitations. The tax returns for fiscal years ended September 30, 2016,
to June 30, 2025, remain open to examination due to the carryover of unused NOL carryforwards and tax credits. The Company is not under
examination by any tax authority as of June 30, 2025.

 18.

 Segment
 and Other Information

 The
Company has determined that its Chief Executive Officer is its chief operating decision maker ("CODM"). The Company operates
as a single business operating segment, which includes all activities related to the exploration of new primary resources of battery
metals, in the development and commercialization of new technologies for the extraction of these battery metals from primary resources,
and in the commercialization of an internally developed integrated process for the recycling of lithium-ion batteries. Accordingly, the
CODM uses consolidated net income to assess financial performance and inform decisions on how to allocate resources. The financial information
provided to the CODM does not contain significant disaggregated expenses outside of what is already disclosed in the statements of operations.

from three major customers during the years ended June 30, 2025 and 2024 accounted for 74 % of the fiscal year ended June 30, 2025 revenue.

 Substantially
all of the Company's long-lived assets and operating lease right-of-use assets were located in the United States as of June 30,
2025 and 2024.

 19.

 Supplemental
 Statement of Cash Flow Disclosures

 For
the fiscal years ended June 30:

 Schedule of Statement of Cash Flow Disclosures

 2025

 2024

 Supplemental disclosures:

 Interest paid

 $
 19,446

 $
 29,006

 Non-cash investing and financing activities:

 Purchases of property and equipment accrued in current liabilities

 283,278

 996,970

 Deposits capitalized as investing activities

 -

 28,020,465

 Right-of-use asset obtained in exchange for lease liability

 367,643

 -

 Debt payment satisfied with common shares

 3,742,580

 -

 Other receivables recognized as financing activities

 -

 608,333

 Payable forgiven in exchange for subscription agreement

 875,000

 Assets transferred to assets held-for-sale

 3,752,544

 18,662,575

 Settlement of cash bonuses with equity awards

 -

 343,000

 F- 29

 20.

 Commitments
 and Contingencies

 From
time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business.
Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may
harm business. Except as otherwise identified herein, management is currently not aware of any such legal proceedings or claims that
could have, individually or in aggregate, a material adverse effect on our business, financial condition, or operating results.

 Operating
Leases

 The
Company leases its principal office location in Reno, Nevada. It also leases lab space at the University of Nevada, Reno on short term
leases. The principal office location lease expires on November 30, 2027 and the Lab leases expire on February 1, 2026. Consistent with
the guidance in ASC 842, The Company has recorded the principal office lease in its consolidated balance sheet as an operating lease.
For further information on operating lease commitments, see Note 10.

 Financial
Assurance

and other states, as well as federal regulations governing mine operations on federal land, require financial assurance to be provided
for the estimated costs of mine reclamation and closure, including groundwater quality protection programs. The Company has satisfied
financial assurance requirements using a combination of cash bonds and surety bonds. The amount of financial assurance the Company is
required to provide will vary with changes in laws, regulations, reclamation and closure requirements, and cost estimates. At June 30,
2025, the Company's financial assurance obligations associated with U.S. mine closure and reclamation/restoration cost estimate
totaled $ 0.1 million, for which the Company is legally required to satisfy its financial assurance obligations for its mining properties
in Tonopah, Nevada. The Company was previously released of all of its liability in the Railroad Valley region of Nevada.

 21.

 Subsequent
 Events

 Subsequent to year end and up until filing, management has leveraged the
Company's inclusion in the Russell 2000 to raise capital through the At-the-Market Offering facility, received proceeds from warrant
exercises, and benefited from High Trail's full debt conversion and release of restricted cash. As a result, the Company's
net cash position improved significantly to $ 25.4 million as of September 15, 2025.

 On
July 18, 2025, the Buyers converted $ 5,000,000 of the 2024 Notes into shares of common stock of the Company at a conversion rate of 1,333.33
shares of common stock per $ 1,000 of principal amount. Total common shares of 6,666,651 were issued with a fair market value of $ 16.0
million.

 On
July 23, 2025, one of the Company's institutional investors exercised 4,000,000 common stock warrants at an exercise price of $ 1.10
per share. The warrant exercise resulted in gross proceeds of approximately $ 4.4 million to the Company. The shares were issued in accordance
with the original warrant terms.

 As
of June 30, 2025, the Company had $ 5.0 million classified as restricted cash. Subsequent to year-end, on July 29, 2025, the restrictions
were lifted, and the funds became available for general use. As the restriction was still in place as of the balance sheet date, the
cash remains classified as restricted.

 At
June 30, 2025, the Company classified land and a building at its Fernley, Nevada location as assets held for sale.

 On
July 28, 2025, a potential buyer canceled the Commercial/Investment Property Purchase Agreement and Joint Escrow Instructions. The
Company plans to make improvements to the property in fiscal year 2026, including obtaining a final certificate of occupancy (COO)
and completing other upgrades. The property will reclassified into property, plant and equipment during the first quarter of
fiscal year 2026.

 On
August 20, 2025, the Buyers converted $ 3,000,000 of the 2024 Notes into shares of common stock of the Company at a conversion rate of
 945.0992 shares of common stock per $ 1,000 of principal amount. Total common shares of 2,835,299 were issued with a fair market value
of $ 6.9 million.

 F- 30

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 Item
9A. Controls and Procedures

 Controls
and Procedures

 Evaluation
of Disclosure Controls and Procedures.

 We
maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (the
"Exchange Act"). Disclosure controls and procedures are controls and other procedures designed to ensure that the information
required to be disclosed by us in the reports that we file or submit under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed,
summarized, and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and
our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating
the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated,
can provide only reasonable and not absolute assurance of achieving the desired control objectives, and management necessarily applies
its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 The
Company's management, with the participation of the Chief Executive Officer and Chief Financial Officer, carried out an evaluation
of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) of the Exchange Act as of June 30, 2025, the end of the period covered by this report. Based on such evaluation, the Company's
Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2025, the Company's disclosure controls
and procedures are not effective, based on the material weakness described below.

 Management's
Report on Internal Control over Financial Reporting.

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) of the Exchange Act). Management, with the participation of the principal executive officer and principal financial officer,
under the oversight of our Board of Directors, assessed the effectiveness of our internal control over financial reporting as of June
30, 2025 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated
Framework (2013 Framework). Based on this assessment, management concluded that, as of June 30, 2025, our internal control over financial
reporting was not effective, due to the material weakness in internal control over financial reporting, described below.

 Internal
control over financial reporting is a process designed under the supervision and with the participation of our management, including
the individuals serving as our principal executive officer and principal financial officer, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting
principles generally accepted in the United States of America.

 A
material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a
timely basis.

 Material
Weaknesses in Internal Control over Financial Reporting

 As
previously disclosed in our 2024 Form 10-K, we identified the following material weaknesses:

 The
Company did not have a sufficient complement of personnel with appropriate technical expertise to perform an effective risk assessment
of complex transactions and account for such transactions properly. In addition, the Company did not maintain proper segregation of duties
related to accounting processes. As a consequence, internal control deficiencies related to the design and operation of process-level controls were
determined to be pervasive throughout the Company's financial reporting processes.

 Remediation
Plan

 Remediation
Efforts for Identified Material Weaknesses

 We
have implemented, and are continuing to design and implement, measures to remediate the control deficiencies that resulted in the material
weaknesses identified in our internal control over financial reporting.

 Remediation
Measures Implemented:

 We
 have hired finance and accounting personnel with the appropriate technical expertise and
 experience to support the establishment and maintenance of effective internal control over
 financial reporting.

 We
 have designed and implemented enhancements to our controls to address the evaluation of technical
 accounting aspects of material and complex transactions.

 We
 have redesigned and implemented controls to strengthen segregation of duties within key financial
 processes.

 Remediation
Measures in Progress:

 We
 are designing and implementing controls related to our internal control risk assessment process,
 including the identification and response to relevant risks.

 We
 are designing and implementing general information technology (IT) controls, including logical
 access and program change controls, and are in the process of hiring qualified IT personnel.

 We
 are designing and implementing controls over the evaluation and oversight of relevant service
 organizations.

 We
 plan to engage third-party consultants to assist management in evaluating the design and
 implementation of internal controls over financial reporting.

 The
 Company is currently conducting a search for a permanent Chief Financial Officer with relevant
 and extensive experience in accounting and finance.

 Considering
the remediation measures implemented, we have concluded that the material weakness related to not having a sufficient complement of personnel
with appropriate technical expertise to perform an effective risk assessment of complex transactions and account for such transactions
properly is remediated. We will consider the remaining material weakness remediated when the relevant controls have been fully implemented,
have operated for a sufficient period of time, and when management has concluded, through testing, that these controls are operating
effectively. We expect to remediate the remaining material weakness by the end of fiscal year 2026. As we continue to monitor and evaluate
the effectiveness of our internal control over financial reporting, we may implement additional changes or enhancements as deemed necessary.

 Item
9B. Other Information

 None.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not
applicable.

 PART
III

 Certain
information required by Part III is omitted from this report because the Company will file a definitive proxy statement within 120 days
after the end of its fiscal year pursuant to Regulation 14A (the "Proxy Statement") for its annual meeting of stockholders,
and certain information included in the Proxy Statement is incorporated herein by reference.

 Item
10. Directors, Executive Officers, and Corporate Governance

 The information required by this Item 10 will be set forth in the Proxy Statement and is incorporated in this report by reference.

 Item
11. Executive Compensation

 The
information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference.

 Item
12. Security Ownership of Certain Beneficial Owners and Management

 The
information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference.

 Securities
Authorized for Issuance under Equity Compensation Plans

 The
information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference.

 Item
13. Certain Relationships and Related Party Transactions and Director Independence

 The
information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference.

 Item
14. Principal Accounting Fees and Services

 The
information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference.

 PART
IV

 Item
15. Exhibits and Financial Statement Schedules.

 The
following exhibits are either provided with this Annual Report or are incorporated herein by reference:

 Filed
 or Furnished

 Incorporated

 By

 Reference

 Exhibit

 Description

 Herewith

 Date

 Form

 Exhibit

 3.1

 Articles of Incorporation, as amended

 12-Sep-22

 3.1

 3.2

 Certificate of Amendment to Articles of Incorporation

 14-Nov-24

 3.1

 3.3

 Amended and Restated Bylaws

 14-Sep-22

 3.1

 3.4

 Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock

 8-Oct-19

 3.1

 3.5

 Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock

 19-Feb-20

 3.1

 3.6

 Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock

 5-Nov-20

 3.1

 3.7

 Certificate of Designation of Series D Preferred Stock

 20-Sept-24

 3.1

 4.1

 Form of Series A Warrant

 4-Apr-23

 4.1

 4.2

 Form of Series B Warrant

 4-Apr-23

 4.2

 4.3

 Form of Placement Agent Warrant

 4-Apr-23

 4.3

 4.4

 Form of Common Stock Purchase Warrant

 23-Dec-24

 4.1

 4.5

 Form of Common Stock Purchase Warrant

 27-Dec-24

 4.1

 4.6

 Form of Senior Secured Convertible Note

 21-Feb-25

 S-1/A

 4.1

 4.7

 Form of Warrant

 30-May-25

 S-3

 4.1

 4.8

 Form of 2023 Unit Subscription Agreement

 S-3/A

 4.1

 4.9

 Form of 2023 Series A Warrant

 S-3/A

 4.2

 4.10

 Form of 2023 Series B Warrant

 S-3/A

 4.3

 4.11

 Form of 2024 Unit Subscription Agreement (Common Stock and Series A and B Warrants)

 S-3/A

 4.4

 4.12

 Form of 2024 Series A Warrant

 S-3/A

 4.5

 4.13

 Form of 2024 Series B Warrant

 S-3/A

 4.6

 4.14

 Form of 2024 Unit Subscription Agreement (Common Stock and Series A Warrants)

 S-3/A

 4.7

 4.15

 Form of 2024 Series A Warrant (for Units without Series B Warrants)

 S-3/A

 4.8

 4.16

 Form of 2025 Unit Subscription Agreement

 S-3/A

 4.9

 4.17

 Form of 2025 Warrant

 S-3/A

 4.10

 10.1

 Employment Agreement of Andres Meza

 11-Jan-23

 10.2

 10.2

 Employment Agreement of Scott Jolcover

 11-Jan-23

 10.1

 10.3

 Employment Agreement of Jesse Deutsch

 17-May-23

 10.1

 10.4

 Employment Agreement of Ryan Melsert

 5-Aug-22

 10.1

 10.5

 Exploration License with Option to Purchase, dated September 1, 2021, between American Battery Technology Company and 1317038 Nevada Ltd.

 15-Jul-22

 10.1

 10.6

 Escrow Services Agreement

 15-Jul-22

 10.2

 10.7

 Asset Purchase Agreement, dated March 1, 2023, between American Battery Technology Company and LiNiCo Corporation

 10.7

 10.8

 Second Amended and Restated Membership Interest Purchase Agreement, dated April 21, 2023, between American Battery Technology Company and LiNiCo Corporation

 10.8

 10.9

 Purchase and Sale Agreement, dated May 12, 2023, between American Battery Technology Company and Bow River Capital RE III LLC

 10.9

 10.10

 Credit Agreement, dated May 17, 2023, between American Battery Technology Company and Mercuria Investments US, Inc.

 10.10

 10.11

 Marketing Agreement, dated May 17, 2023, between American Battery Technology Company and Mercuria Energy America, LLC

 10.11

 10.12

 Form of Securities Purchase Agreement

 4-Apr-23

 10.1

 10.13

 DOE Grant Award DE-EE0006250, dated August 16, 2021

 10.13

 10.14

 DOE Grant Award DE-EE0009430, dated October 1, 2021

 10.14

 10.15

 Amended Director Agreement between American Battery Technology Company and Rick Fezell dated, September 22, 2023

 28-Sep-23

 10.1

 10.16

 Amended Director Agreement between American Battery Technology Company and Elizabeth Lowery dated, September 22, 2023

 28-Sep-23

 10.3

 10.17

 Amended Director Agreement between American Battery Technology Company and Sherif Marakby dated, September 22, 2023

 28-Sep-23

 10.4

 10.18

 Amended Offer Letter between American Battery Technology Company and Scott Jolcover dated, November 29, 2023

 4-Dec-23

 10.1

 10.19

 Amended Offer Letter between American Battery Technology Company and Ryan Melsert dated, December 1, 2023

 4-Dec-23

 10.2

 10.20

 Form of Securities Purchase Agreement

 15-Nov-23

 10-Q/A

 10.1

 10.21

 Form of Convertible Note

 15-Nov-23

 10-Q/A

 10.2

 10.22

 Assistance Agreement between the Company and the United States Department of Energy, dated September 1, 2023

 15-Nov-23

 10-Q/A

 10.3

 10.22

 Assistance Agreement between the Company and the United States Department of Energy, dated September 27, 2023

 15-Nov-23

 10-Q/A

 10.4

 10.23

 Amendment to Offer Letter between American Battery Technology Company and Scott Jolcover dated, March 15, 2024

 18-Mar-24

 10.1

 10.24

 Amendment to Offer Letter between American Battery Technology Company and Ryan Melsert dated, March 15, 2024

 18-Mar-24

 10.2

 10.25

 ATM Sales Agreement dated April 3, 2024, by and between the Company and Virtu Americas LLC

 3-Apr-24

 10.1

 10.26

 Settlement Agreement, dated July 3, 2024, between American Battery Technology Company and Mercuria Energy America, LLC**

 10-Jul-24

 10.1

 10.27

 Offer Letter, dated August 26, 2024, between American Battery Technology Company and Steven Wu

 26-Aug-24

 10.1

 10.28

 Release Agreement, dated August 26, 2024, between American Battery Technology Company and Andr s Meza

 26-Aug-24

 10.2

 10.29

 Subscription and Investment Representation Agreement, dated September 16, 2024, by and between American Battery Technology Company and Ryan Melsert

 20-Sept-24

 10.1

 10.30

 Offer Letter, dated November 21, 2024, between American Battery Technology Company and Jesse Deutsch

 27-Nov-24

 10.1

 10.31

 Offer Letter, dated November 21, 2024, between American Battery Technology Company and Ryan Melsert

 27-Nov-24

 10.2

 10.32

 Offer Letter, dated November 21, 2024, between American Battery Technology Company and Stevn Wu

 27-Nov-24

 10.3

 10.33

 Offer Letter, dated November 21, 2024, between American Battery Technology Company and Scott Jolcover

 27-Nov-24

 10.4

 10.34

 American Battery Technology Company 2024 Employee Stock Purchase Plan

 2-Dec-24

 S-8

 99.2

 10.35

 Amendment to Securities Purchase Agreement, dated November 14, 2024, by and among American Battery Technology Company, High Trail Investments ON LLC and High Trail Special Situations LLC (including Form of Senior Secured Convertible Note)

 13-Dec-24

 S-1

 10.1

 10.36

 Placement Agency Agreement, dated December 19, 2024, between American Battery Technology Company and A.G.P./Alliance Global Partners

 23-Dec-24

 1.1

 10.37

 Form of Securities Purchase Agreement, dated December 19, 2024, between American Battery Technology Company and investors named therein

 23-Dec-24

 10.1

 10.38

 Amendment to Subsequently Purchased Notes, dated December 19, 2024, between American Battery Technology Company and the investors named therein

 23-Dec-24

 10.2

 10.39

 Placement Agency Agreement, dated December 26, 2024, between American Battery Technology Company and A.G.P./Alliance Global Partners

 27-Dec-24

 1.1

 10.40

 Form of Securities Purchase Agreement, dated December 26, 2024, between American Battery Technology Company and investors named therein

 27-Dec-24

 10.1

 10.41

 Offer Letter, dated July 3, 2024, between American Battery Technology Company and Paul McGarry

 10-Jan-25

 10.1

 10.42

 Amendment to Securities Purchase Agreement, dated December 20, 2024, by and among American Battery Technology Company, High Trail Investments ON LLC and High Trail Special Situations LLC

 14-Feb-25

 10.7

 10.43

 DOE Grant Award DE-MS0000104, dated December 16, 2024

 14-Feb-25

 10.11

 10.44

 Offer Letter, by and between American Battery Technology Company and Jesse Deutsch, executed February 13, 2025

 14-Feb-25

 10.12

 10.45

 Commercial/Investment Property Purchase Agreement and Joint Escrow Instructions, dated April 1, 2025, between American Battery Technology Company, Steven Pokrajaz and Corina Pokrajac

 15-May-25

 10.1

 10.46

 Banked Water Purchase Agreement among American Battery Technology Company and H2O NV Investments LLC

 15-May-25

 10.2

 19.1

 Insider Trading Policy

 x

 21.1

 Subsidiaries of American Battery Technology Company

 21.1

 23.1

 Consent of KPMG LLP

 x

 31.1

 Certification of Chief Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 x

 31.2

 Certification of Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 x

 32.1

 Certification of Chief Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 x

 32.2

 Certification of Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 x

 96.1

 Amended Resource Estimate and Initial Assessment with Project Economics for the Tonopah Flats Lithium Project, Esmeralda and Nye Counties, Nevada, USA

 25-Apr-24

 96.1

 American Battery Technology Company Clawback Policy

 x

 INS

 x

 SCH

 x

 CAL

 x

 LAB
 Inline XRBL Taxonomy Label Linkbase Document

 x

 PRE

 x

 DEF

 x

 Cover

 x

 Filed
 herewith

 xx

 Furnished
 herewith

 Item
16. Form 10-K Summary.

 None.

 SIGNATURES

 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

 BATTERY TECHNOLOGY COMPANY (Registrant)

 Date:

 By:

 /s/
 Ryan Melsert

 Name:

 Ryan
 Melsert

 Title:

 Chief
 Executive Officer

 (Principal
 Executive Officer)

 Date:

 /s/
 Jesse Deutsch

 Name:

 Jesse
 Deutsch

 Title:

 Interim
 Chief Financial Officer

 (Principal
 Accounting Officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.

 /s/
 Ryan Melsert

 Chief
 Executive Officer and Chief Technology Officer

 Ryan
 Melsert

 (Principal
 Executive Officer), and Director

 /s/
 Jesse Deutsch

 Interim
 Chief Financial Officer (Principal Financial and

 Jesse
 Deutsch

 Accounting
 Officer)

 /s/
 Elizabeth Lowery

 Elizabeth
 Lowery

 Director

 /s/
 Susan Yun Lee

 Susan
 Yun Lee

 Director

 /s/
 D. Richard Fezell

 D.
 Richard Fezell

 Chairman
 of the Board, Director

 /s/
 Lavanya Balakrishnan

 Lavanya Balakrishnan

 Director