(The accompanying notes are an integral part
of these condensed consolidated unaudited financial statements)
Notes
to the Condensed Consolidated Financial Statements
For
the period ended March 31, 2021
(unaudited)
1.
|
Organization
and Nature of Operations
|
The
accompanying condensed consolidated financial statements of American Battery Metals Corporation have been prepared in accordance
with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to
Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles in the United States of America have been condensed or omitted from these statements
pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive
consolidated financial statements and should be read in conjunction with our audited consolidated financial statements for the
period ended June 30, 2020, included in our Annual Report on Form 10-KT for the period ended June 30, 2020.
The
Company was incorporated under the laws of the state of Nevada on October 6, 2011 for the purpose of acquiring and developing
mineral properties. The Company has a wholly-owned subsidiary called Oroplata Exploraciones E Ingenieria SRL, which was incorporated
in the Dominican Republic on January 10, 2012. On July 26, 2016, the Company incorporated LithiumOre Corporation (formerly Lithortech
Resources Inc.), a Nevada company, as a wholly-owned subsidiary. The Company currently holds mineral rights in the Western Nevada
Basin of Nye County in the state of Nevada.
On
March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related
adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an
economic downturn. The impact on the Company has not been significant, but management continues to monitor the situation.
Going
Concern
These
condensed consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue
to realize its assets and discharge its liabilities in the normal course of business. As at March 31, 2021, the Company has not
earned any revenue, used $5,156,780 of cash in operating activities, and has an accumulated deficit of $99,395,380. The continuation
of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify
future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the
Company’s future operations. If the Company is able to obtain financing, there is no certainty that terms will be favorable
to the Company. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These
condensed 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.
2.
|
Summary
of Significant Accounting Policies
|
|
(a)
|
Basis
of Presentation
|
The
condensed consolidated financial statements and related notes of the Company have been prepared and presented 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
condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Oroplata Exploraciones
E Ingenieria SRL and LithiumOre Corporation (formerly Lithortech Resources Inc). All inter-company accounts and transactions have
been eliminated on consolidation.
The
preparation of these consolidated financial statements in conformity with U.S. 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 consolidated financial statements and the reported amounts of expenses during the reporting period. The Company
regularly evaluates estimates and assumptions related to the fair value of stock-based compensation, the determination of the
useful lives and recoverability of property and equipment, intangible assets, and valuation of derivative liability. 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 will be affected.
AMERICAN
BATTERY METALS CORPORATION
Notes
to the Condensed Consolidated Financial Statements
For
the period ended March 31, 2021
(unaudited)
2.
|
Summary
of Significant Accounting Policies (continued)
|
Intangible
assets include water rights that are measured at cost less accumulated impairment losses. These intangible assets have been assessed
with indefinite lives from the date that they are available for use, since this most closely reflects the expected pattern of
consumption of the future economic benefits embodied in the asset. Useful lives and residual values are reviewed at each financial
year end and adjusted if appropriate.
These
assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may
not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation
techniques.
3.
|
Convertible
Notes Payable
|
|
|
March 31,
2021
$
|
|
|
June 30,
2020
$
|
|
|
|
|
|
|
|
|
Eagle Equities, LLC, $147,250 on January 31, 2020, unsecured, bears interest at 10% per annum, due on January 31, 2021, convertible into common stock at 60% of the lowest trading price in the ten trading days prior to conversion, unamortized discount of $nil (June 30, 2020 - $137,038)
|
|
|
–
|
|
|
|
10,212
|
|
|
|
|
|
|
|
|
|
|
GS Capital Partners, LLC, $147,250 on January 31, 2020, unsecured, bears interest at 10% per annum, due on January 31, 2021, convertible into common stock at 40% of the lowest trading price in the twenty trading days prior to conversion, unamortized discount of $nil (June 30, 2020 - $134,584)
|
|
|
–
|
|
|
|
12,666
|
|
|
|
|
|
|
|
|
|
|
GS Capital Partners, LLC, $177,200 on February 7, 2020, unsecured, bears interest at 10% per annum which increases to 22% per annum on default, due on February 7, 2021, convertible into common stock at 60% of the lowest trading price in the twenty trading days prior to conversion, unamortized discount of $nil (June 30, 2020 - $165,770)
|
|
|
–
|
|
|
|
11,430
|
|
|
|
|
|
|
|
|
|
|
Power Up Lending Group Ltd., $83,000 on February 14, 2020, unsecured, bears interest at 10% per annum, due on December 1, 2021, convertible into common stock at 61% of the lowest trading price in the ten trading days prior to conversion, unamortized discount of $nil (June 30, 2020 - $76,662)
|
|
|
–
|
|
|
|
6,338
|
|
|
|
|
|
|
|
|
|
|
Crown Bridge Partners, LLC, $75,000 on February 14, 2020, unsecured, bears interest at 10% per annum, due on February 14, 2021, convertible into common stock at 65% of the lower of the lowest closing bid or the lowest trading price in the twenty trading days prior to conversion, unamortized discount of $nil (June 30, 2020 - $70,577)
|
|
|
–
|
|
|
|
4,423
|
|
|
|
|
|
|
|
|
|
|
BHP Capital NY Inc., $110,000 on February 18, 2020, unsecured, bears interest at 10% per annum, due on February 18, 2021, convertible into common stock at 61% of the lesser of: (i) lowest trading price during the previous twenty trading days before the issue date; or (ii) the lowest trading price during the twenty trading days prior to conversion, unamortized discount of $nil (June 30, 2020 - $103,282)
|
|
|
–
|
|
|
|
6,718
|
|
|
|
|
|
|
|
|
|
|
Jefferson Street Capital, LLC, $110,000 on February 18, 2020, unsecured, bears interest at 10% per annum, due on February 18, 2021, convertible into common stock at 61% of the lesser of: (i) the lowest trading price during the previous twenty trading days before the issue date; or (ii) the lowest trading price during the twenty trading days prior to conversion, unamortized discount of $nil (June 30, 2020 - $103,818)
|
|
|
–
|
|
|
|
6,182
|
|
AMERICAN
BATTERY METALS CORPORATION
Notes
to the Condensed Consolidated Financial Statements
For
the period ended March 31, 2021
(unaudited)
3.
|
Convertible
Notes Payable (continued)
|
|
|
March 31,
2021
$
|
|
|
June 30,
2020
$
|
|
|
|
|
|
|
|
|
Odyssey Capital, LLC, $220,000 on February 19, 2020, unsecured, bears interest at 10% per annum, due on February 19, 2021 convertible into common stock at 60% of the lowest closing bid price for the fifteen trading days prior to conversion, unamortized discount of $nil (June 30, 2020 - $205,226)
|
|
|
–
|
|
|
|
14,774
|
|
|
|
|
|
|
|
|
|
|
GS Capital Partners, LLC, $520,000 on March 17, 2020, unsecured, bears interest at 10% per annum, due on March 17, 2021, convertible into common stock at 63% of the lowest trading price in the twenty trading days prior to conversion, unamortized discount of $nil (June 30, 2020 - $478,979)
|
|
|
–
|
|
|
|
41,021
|
|
|
|
|
|
|
|
|
|
|
Power Up Lending Group Ltd., $78,000 on April 6, 2020, unsecured, bears interest at 12% per annum which increases to 22% per annum on default, due on April 6, 2021, convertible into common stock at 61% of the lowest trading price in the ten trading days prior to conversion, unamortized discount of $nil (June 30, 2020 - $75,816)
|
|
|
–
|
|
|
|
2,184
|
|
|
|
|
|
|
|
|
|
|
Adar Alef, LLC, $110,000 on April 7, 2020, unsecured, bears interest at 10% per annum, due April 7, 2021, convertible into common stock at 60% of the lowest closing bid price for the fifteen trading days prior to conversion, unamortized discount of $nil (June 30, 2020 - $107,464)
|
|
|
–
|
|
|
|
2,536
|
|
|
|
|
|
|
|
|
|
|
Auctus Fund, LLC, $150,000 on April 10, 2020, unsecured, bears interest at 10% per annum which increases to 24% per annum on default, due on April 10, 2021, convertible into common stock at 68% of the lowest trading in the twenty trading days prior to conversion, unamortized discount of $nil (June 30, 2020 - $146,667)
|
|
|
–
|
|
|
|
3,333
|
|
|
|
|
|
|
|
|
|
|
Power Up Lending Group Ltd., $43,000 on April 21, 2020, unsecured, bears interest at 10% per annum which increases to 22% per annum on default, due on April 21, 2021, convertible into common stock at 61% of the lowest trading price during the ten trading days prior to conversion, unamortized discount of $nil (June 30, 2020 - $42,176)
|
|
|
–
|
|
|
|
824
|
|
|
|
|
|
|
|
|
|
|
Black Ice Advisors, LLC, $115,500 on April 22, 2020, unsecured, bears interest at 10% per annum, due on April 22, 2021, convertible into common stock at 60% of the lowest closing bid price for the fifteen trading days prior to conversion, unamortized discount of $nil (June 30, 2020 - $113,318)
|
|
|
–
|
|
|
|
2,182
|
|
|
|
|
|
|
|
|
|
|
Efrat Investments, LLC, $125,000 on April 23, 2020, unsecured, bears interest at 10% per annum, due on April 23, 2021, convertible into common stock at 60% of the lowest closing bid price for the fifteen trading days prior to conversion, unamortized discount of $nil (June 30, 2020 - $122,674)
|
|
|
–
|
|
|
|
2,326
|
|
AMERICAN BATTERY METALS CORPORATION
Notes to the Condensed Consolidated Financial
Statements
For the period ended March 31, 2021
(unaudited)
3.
|
Convertible
Notes Payable (continued)
|
|
|
March 31,
2021
$
|
|
|
June 30,
2020
$
|
|
|
|
|
|
|
|
|
GS Capital Partners, LLC, $520,000 on July 27, 2020, unsecured, bears interest at 10% per annum, due on October 27, 2021 convertible into common stock at 1) fixed price of $0.25 per share during the first 6 months this note is in effect; and 2) 64% of the lowest trading price for the twenty trading days prior to conversion after the 6th monthly anniversary of the note, unamortized discount of $ nil (June 30, 2020 - $nil)
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
GS Capital Partners, LLC, $312,000 on August 14, 2020, unsecured, bears interest at 10% per annum, due on August 14, 2021, convertible into common stock at 1) fixed price of $0.25 per share during the first 6 months this note is in effect; and 2) 64% of the lowest trading price for the twenty trading days prior to conversion after the 6th monthly anniversary of the note, unamortized discount of $ nil (June 30, 2020 - $nil)
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
Jefferson Street Capital, LLC, $302,500 on September 29, 2020, unsecured, bears interest at 1% per annum which increases to 22% per annum on default, due on March 29, 2021, convertible into common stock at the lesser of 1) 70% of the lowest trading price for the ten trading days prior to the issue date of this note or; 2) 70% of the lowest trading price for the ten trading days prior to conversion, unamortized discount of $ nil (June 30, 2020 - $nil)
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
GS Capital Partners, LLC, $340,000 on October 20, 2020, unsecured, bears interest at 10% per annum, due on October 20, 2021, convertible into common stock at a fixed price of $0.10 per share, unamortized discount of $nil (June 30, 2020 - $nil)
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
–
|
|
|
|
127,149
|
|
During
the nine months ended March 31, 2021, the Company paid $1,824,613 (2019 - $1,114,773) for the settlement of $1,295,202 (2019 -
$781,136) of outstanding principal balance of convertible notes, $63,216 (2019 - $46,817) of accrued interest, $403,938 (2019
- $nil) of financing costs, and $3,148,613 (2019 - $754,570) of derivative liabilities resulting in a gain on settlement of debt
of $3,086,356 (2019 - $467,750).
4.
|
Property
and Equipment
|
During the nine months ended March 31,
2021, the Company purchased land for $907,380 comprised of 12.44 acres and located at 395 Logan Lane in Fernley, Nevada. The Company
will be constructing five separate building areas on this property to create a Pilot Plant campus that includes: Production Process Areas,
Feedstock Sorting Area, Analytical Laboratory Spaces & Process Development Bays, a Storage Warehouse, and general Office Space.
In addition, the Company entered into
a purchase agreement on January 25, 2019 at a cost of $204,000 to purchase certain real property situate in the County of Nye, State
of Nevada, described as: That portion of the South Half (S1/2) of the Northeast Quarter (NE1/4) of Section 11, and the Northwest Quarter
(NW1/4) and the West Half (W1/2) of the Northeast Quarter (NE1/4) of Section 12, Township 9 North, Range 57 East, M.D.B.&M. The Company
has not yet completed the transaction. The 271,799 common shares included in Condensed Consolidated Statements of Cash Flows under “Common
shares issued for property purchase” represent a deposit on this land purchase.
AMERICAN
BATTERY METALS CORPORATION
Notes
to the Condensed Consolidated Financial Statements
For
the period ended March 31, 2021
(unaudited)
4.
|
Property
and Equipment (continued)
|
|
|
Vehicle
$
|
|
|
Land
$
|
|
|
Total
$
|
|
|
|
|
|
|
|
|
|
|
|
Cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2020
|
|
|
61,916
|
|
|
|
–
|
|
|
|
61,916
|
|
Additions
|
|
|
–
|
|
|
|
1,111,380
|
|
|
|
1,111,380
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2021
|
|
|
61,916
|
|
|
|
1,111,380
|
|
|
|
1,173,296
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Depreciation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2020
|
|
|
3,110
|
|
|
|
–
|
|
|
|
3,110
|
|
Additions
|
|
|
7,741
|
|
|
|
–
|
|
|
|
7,741
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2021
|
|
|
10,851
|
|
|
|
–
|
|
|
|
10,851
|
|
Carrying Amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2020
|
|
|
58,806
|
|
|
|
–
|
|
|
|
58,806
|
|
Balance, March 31, 2021
|
|
|
51,065
|
|
|
|
1,111,380
|
|
|
|
1,162,445
|
|
During
the nine months ended March 31, 2021, the Company acquired 55 acre feet portion of certain beneficial interests (“Water
Interests”) dedicated to the City of Fernley by that certain Water Rights Deed from three parties for $817,000. These water
rights occur in the Fernley Area of Nevada Hydrographic Basin 76, and ensure the Company’s lithium-ion battery recycling
pilot plant will have adequate water to operate at full capacity once construction is complete.
6.
|
Related
Party Transactions
|
|
(a)
|
As
of March 31, 2021, the Company owed $120,146 (June 30, 2020 - $120,146) to the former Chief Executive Officer and Director
of the Company for advances to the Company to fund day-to-day operations. The amounts owing are unsecured, non-interest bearing,
and due on demand.
|
|
|
|
|
(b)
|
As
of March 31, 2021, the Company owed $85,500 (June 30, 2020 - $85,500) to the former Chief Executive Officer and Director of
the Company for advances to the Company to fund day-to-day operations and accrued management fees. The amounts owing are unsecured,
non-interest bearing, and due on demand.
|
|
|
|
|
(c)
|
As
of March 31, 2021, the Company owed $nil (June 30, 2020 - $388,577) to the Chief Executive Officer of the Company. The amounts
owing are unsecured, non-interest bearing, and due on demand.
|
|
|
|
|
(d)
|
As
of March 31, 2021, the Company owed $nil (June 30, 2020– $30,726) to directors of the Company for accrued management
fees. The amounts owing are unsecured, non-interest bearing, and due on demand.
|
7.
|
Investment
in Joint Venture
|
On
October 8, 2018, the Company entered into a joint venture agreement with CINC Industries Inc. (“CINC”), a non-related
Nevada company, for a period of five years whereby the joint venture will propagate the sale of a new process for extraction of
lithium salt from salt brine solutions using CINC’s existing and future processing equipment. As part of the joint venture,
each of CINC and the Company holds a 50% interest in the joint venture.
CINC
is responsible for completing testing on the pilot project, providing training to the Company for use of its processing equipment,
manufacturing up to 20 test units, and support and product development, as well as shared costs on other personnel utilized in
the joint venture company. The Company is responsible for the initial funding for all equipment and associated expenses, the cost
of the lease space, and marketing and sales of the joint venture agreement.
As part of the joint venture agreement,
the Company issued 250,000 common shares to CINC. The joint venture is committed to acquiring a minimum amount of processing equipment,
goods, accessories, and/or materials totaling: (i) $1,000,000 by October 8, 2020; (ii) $3,000,000 by October 8, 2021; (iii) $6,000,000
by October 8, 2022; and (v) $10,000,000 by October 8, 2023. In the event that the joint venture fails to meet the minimum amounts above,
the Company will lose the exclusive right to market, promote and sell the processing equipment provided by CINC. To date, the joint venture
has not purchased any amounts and the Company believes that it is unlikely that any amounts shall be purchased in the future. Furthermore,
neither party is making any efforts towards the joint venture at this time. The Company does not expect to have any future liability regarding
the joint venture.
AMERICAN BATTERY METALS CORPORATION
Notes to the Condensed Consolidated Financial
Statements
For the period ended March 31, 2021
(unaudited)
8.
|
Derivative
Liabilities
|
The
Company records the fair value of the conversion price of the convertible debentures in accordance with ASC 815, Derivatives and
Hedging. The fair value of the derivatives was calculated using a multi-nominal lattice model. The fair value of the derivative
liabilities is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statement
of operations. For the nine months ended March 31, 2021, the Company recorded a loss on the change in the fair value of derivative
liability of $19,655,296 (2020 - $4,498,166). As of March 31, 2021, the Company recorded a derivative liability of $nil (June
30, 2020 - $4,519,654).
The
following inputs and assumptions were used to value the derivative liabilities outstanding at March 31, 2021 and June 30, 2020:
|
|
March 31,
2021
|
|
|
June 30,
2020
|
|
|
|
|
|
|
|
|
Expected volatility
|
|
|
136-286
|
%
|
|
|
158-240
|
%
|
Risk free rate
|
|
|
0.04-0.14
|
%
|
|
|
0.16
|
%
|
Expected life (in years)
|
|
|
0.2-1.0
|
|
|
|
0.5-1.0
|
|
A
summary of the activity of the derivative liability is shown below:
|
|
$
|
|
|
|
|
|
Balance, June 30, 2020
|
|
|
4,519,654
|
|
Derivative additions associated with convertible notes
|
|
|
403,378
|
|
Adjustment for conversion/prepayment
|
|
|
(24,578,328
|
)
|
Mark-to-market adjustment
|
|
|
19,655,296
|
|
|
|
|
|
|
Balance, March 31, 2021
|
|
|
–
|
|
|
(a)
|
On
January 27, 2020, the Company entered into a finance loan agreement relating to the acquisition of a company vehicle. Under
the terms of the finance loan, the Company will make monthly installment payments of $1,089 at an interest rate of 7.99% per
annum, which is due in February 2026. On January 25, 2021, the Company repaid the remaining balance of $54,000 (June 30, 2020
- $59,236) on the finance loan.
|
|
|
|
|
(b)
|
On
May 7, 2020, the Company received $255,992 from the U.S. Small Business Administration as part of the Paycheck Protection
Program. The amounts are unsecured, bears interest at 1% per annum commencing on November 7, 2020, and is due on May 7, 2022.
|
The
Company’s authorized common stock consists of 1,200,000,000 shares of common stock, with par value of $0.001 per share,
1,000,000 shares of Series A preferred stock, with par value of $0.001 per share, and 1,000,000 shares of Series C preferred stock,
with par value of $10 per share.
Series
A Preferred Stock
On December 17, 2020, the Company issued
200,000 Series A Preferred Stock with a fair value of $200 to officers and directors of the Company as a management fee. On October 1,
2019, the Company had issued 300,000 Series A Preferred Stock with a fair value of $300 to directors of the company as a management fee.
Series
C Preferred Stock
On
December 18, 2020, the Company issued 48.29 units of Series C Preferred Stock at $50,000 per unit for proceeds of $2,414,500.
Each unit is comprised of 5,000 shares of Series C Preferred Stock (each share of Series C Preferred Stock is convertible into
eighty shares of common stock) and a warrant to purchase 400,000 common shares of the Company at $0.075 per share until December
31, 2023. Each holder is entitled to receive a non-cumulative dividend at 8% per annum at the rate per share. The dividend shall
be payable at the Company’s option either in cash or in common shares of the Company. If paid in Common Shares, the Company shall
pay to the holders the number of Common Shares equal to the dividend amount divided by the Stated Value and then multiplied by
eighty.
In
addition, the Company issued 8 units of Series C Preferred Stock with a fair value of $400,000 for the conversion of $381,622
of note payable and $18,378 of accrued interest.
AMERICAN
BATTERY METALS CORPORATION
Notes
to the Condensed Consolidated Financial Statements
For
the period ended March 31, 2021
(unaudited)
10. Share
Capital (continued)
During
the nine months ended March 31, 2021, the Company converted 41,250 Series C Preferred Stock to 3,300,000 shares of common stock.
Common
Stock
On
July 9, 2020, the Company issued 7,950,000 common shares with a fair value of $941,280 for consulting services.
On
July 9, 2020, the Company issued 6,081,150 common shares with a fair value of $720,008 for the conversion of $147,250 of note
payable, $6,503 of accrued interest, $105 of fees and $614,477 of derivative liability resulting in a gain on settlement of $48,327.
On
August 18, 2020, the Company issued 2,890,000 common shares with a fair value of $262,990 for consulting services.
On
August 26, 2020, the Company issued 2,196,822 common shares with a fair value of $193,320 for the conversion of $100,000 of note
payable, $5,342 of accrued interest, $105 of fees and $110,007 of derivative liability resulting in a gain on settlement of $22,134.
On
September 16, 2020, the Company issued 1,696,856 common shares with a fair value of $157,808 for the conversion of $77,200 of
note payable, $4,931 of accrued interest, $105 of fees and $87,842 of derivative liability resulting in a gain on settlement of
$12,270.
On
September 29, 2020, the Company issued 2,400,000 common shares with a fair value of $378,000 for consulting services, including
2,000,000 common shares with a fair value of $315,000 issued to a director of the Company as management fee.
On
September 30, 2020, the Company issued 5,178,487 common shares with a fair value of $699,096 for the conversion of $270,000 of
note payable, $13,833 of accrued interest, $105 of fees and $560,268 of derivative liability resulting in a gain on settlement
of $145,110.
On
October 6, 2020, the Company issued 4,805,558 common shares with a fair value of $617,514 for the conversion of $250,000 of note
payable, $12,311 of accrued interest, $105 of fees and $491,605 of derivative liability resulting in a gain on settlement of $136,507.
On
October 20, 2020, the Company issued 1,326,098 common shares with a fair value of $197,721 for the conversion of $71,548 of note
payable, $7,396 of accrued interest and $130,683 of derivative liability resulting in a gain on settlement of $11,906.
On
November 30, 2020, the Company issued 3,000,000 common shares with a fair value of $765,000 to directors of the Company for consulting
services.
On
December 29, 2020, the Company issued 14,400,000 common shares with a fair value of $20,160,000 for consulting services.
On
January 19, 2021, the Company issued 486,451 common shares with a fair value of $702,192 for legal services.
On
February 3, 2021, the Company issued 3,200,000 common shares pursuant to the conversion of 40,000 Series C Preferred Stock.
On
February 5, 2021, the Company issued 69,252 common shares with a fair value of $271,779 pursuant to a rental agreement with purchase
option dated February 24, 2019 for the sale of real property situate at 601 S Main Street, City of Tonopah, County of Nye, State
of Nevada. These common shares have been held in escrow until title is transferred to the Company.
On
February 10, 2021, the Company issued 1,400,779 common shares with a fair value of $5,327,924 for the conversion of $1,086,878
of notes payable, $26,882 of accrued interest, and $19,434,832 of derivative liability resulting in a gain on settlement of $15,220,668
On
February 24, 2021, the Company issued 100,000 common shares pursuant to the conversion of 1,250 Series C Preferred Stock.
On
March 5, 2021, the Company issued 2,000,000 common shares with a fair value of $3,720,000 for services, including 1,000,000 common
shares issued to the CEO of the Company and 1,000,000 common shares issued to a director of the Company.
On
March 31, 2021, the Company issued 23,585 common shares with a fair value of $37,500, including 4,717 common shares issued to
the CEO of the Company and 18,868 common shares issued to certain directors of the Company.
AMERICAN
BATTERY METALS CORPORATION
Notes
to the Condensed Consolidated Financial Statements
For
the period ended March 31, 2021
(unaudited)
10.
|
Share
Capital (continued)
|
Common
Stock (continued)
During
the nine months ended March 31, 2021, the Company issued 60,625,000 units for proceeds of $2,450,000 received during the year
ended June 30, 2020. Each unit is comprised of one common share of the Company and 0.8 share purchase warrant where each whole
share purchase warrant can be exercised into one common share of the Company at $0.15 per share until October 31, 2024.
During
the nine months ended March 31, 2021, the Company issued 36,947,680 common shares pursuant to the cashless exercise of share purchase
warrants and 6,150,000 common shares pursuant to the exercise of share purchase warrants for total proceeds of $531,250. The fair
value of $12,381 for the warrants exercised was transferred to common shares from additional paid-in capital. As of March 31,
2021, the Company has received additional $93,750 for future issuance.
On
October 6, 2020, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with Tysadco Partners LLC,
a Delaware limited company (“Tysadco”). Pursuant to the Purchase Agreement, Tysadco committed to purchase, subject
to certain restrictions and conditions, up to $10,000,000 worth of the Company’s common stock (the “Commitment”),
over a period of 24 months from the effectiveness of the registration statement registering the resale of shares purchased by
Tysadco. The Company shall have the right, but not the obligation, to direct Tysadco to buy the lesser of $250,000 in common stock
per sale or 200% of the average shares traded for the 10 days prior to the closing request date, at a purchase price of 85% of
the of the two lowest individual daily VWAPs during the five (5) trading days commencing on the first trading day following delivery
and clearing of the delivered shares, with a minimum request of $25,000. For the nine months ended March 31, 2021, the Company
issued 16,250,000 common shares for proceeds of $10,431,638 and issued another 500,000 commitment shares with a fair value of
105,000.
11.
|
Share
Purchase Warrants
|
|
|
Number of
warrants
|
|
|
Weighted average exercise price
$
|
|
|
|
|
|
|
|
|
Balance, June 30, 2020
|
|
|
8,603,112
|
|
|
|
0.14
|
|
Issued
|
|
|
71,516,000
|
|
|
|
0.13
|
|
Exercised
|
|
|
(36,253,112
|
)
|
|
|
0.13
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2021
|
|
|
43,866,000
|
|
|
|
0.13
|
|
Additional
information regarding share purchase warrants as of March 31, 2021, is as follows:
|
|
|
Outstanding and exercisable
|
|
Range of
Exercise Prices
$
|
|
|
Number of Warrants
|
|
|
Weighted Average Remaining Contractual Life (years)
|
|
|
|
|
|
|
|
|
|
|
0.075
|
|
|
|
29,750,000
|
|
|
|
2.43
|
|
|
0.15
|
|
|
|
500,000
|
|
|
|
0.05
|
|
|
0.25
|
|
|
|
13,616,000
|
|
|
|
0.85
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,866,000
|
|
|
|
3.33
|
|
|
(a)
|
On
April 5, 2021, the Company issued 200,000 common shares pursuant to the conversion of 2,500 Series C preferred shares.
|
|
|
|
|
(b)
|
On
April 9, 2021, the Company issued 9,072,886 common shares for 10,600,000 cashless exercise of warrants.
|
|
|
|
|
(c)
|
On
April 12, 2021, the Company issued 400,000 common shares pursuant to the conversion of 5,000 Series C preferred shares.
|
AMERICAN
BATTERY METALS CORPORATION
Notes
to the Condensed Consolidated Financial Statements
For
the period ended March 31, 2021
(unaudited)
12.
Subsequent Events (continued)
|
(d)
|
On
April 16, 2021, the Company entered into a share purchase agreement with Tysadco Partners LLC, a Delaware limited company
(“Tysadco”). Pursuant to the agreement, Tysadco is committed to purchase, subject to certain restrictions and
conditions, up to $75,000,000 worth of the Company’s common stock, over a period of 24 months. In connection with this agreement,
the Company issued 750,000 shares of restricted common stock as commitment fee. Subsequent to the signing of the agreement,
the Company issued 500,000 common shares for proceeds of $591,813 related to the prior share purchase agreement entered into
with Tysadco in October, 2020.
|
|
|
|
|
(e)
|
On
April 16, 2021, the Company entered into a purchase and sale agreement with D.L.G Associates, LLC whereby the Company agreed
to pay $2,172,750 for 172.82-acre feet of certain water rights.
|
|
|
|
|
(f)
|
On
April 28, 2021, the Company filed a prospectus for 9,090,910 shares of common stock at $1.65 for gross proceeds of $15,000,001.
In connection with the prospectus, the Company incurred 7% placement Agents’ fees, $250,000 legal fees, and issued 272,727
Agents’ warrants. Each Agent’s warrant is exercisable into one share of the common stock at a price of $1.815
per share until April 28, 2026.
|