UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-KT

 

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

 

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

 

For the transition period from October 1, 2019 to June 30, 2020

 

Commission File number: 000-55088

 

AMERICAN BATTERY METALS CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada

 

33-1227980

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

930 Tahoe Blvd. Suite 802-16, Incline Village, NV 89451

(Address of principal executive offices)

 

(775) 473-4744

(Registrant's telephone number)

 

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

 

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

 

 

 

 

 

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

 

 

 

 

 

 

 

 

 

 

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001

 

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

 

Indicate 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 [X]

 

Indicate 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 [X] No [   ]

 

Indicate 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 [X] No [   ]

 

Indicate 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 definition 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

[X]

Smaller reporting company

[X]

Emerging growth company

[   ]

 

 

 


1


 

 

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 [   ]

 

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

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $10,194,140.24 as of March 31, 2020

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 451,686,173 as of September 28, 2020.


2


 

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This annual report on Form 10-K (this “Report”) contains 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 which 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 reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Such statements may include, but are not limited to, information related to: 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. 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 or furnish as exhibits to this Report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

 

PRESENTATION OF INFORMATION

 

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

 

This Report includes our audited consolidated financial statements as at and for the nine months ended June 30, 2020 and as at and for the twelve months ended September 30, 2019. 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.


3


 

 

 

 

PART I

 

 

 

 

Item 1.

Business

5

Item 1A.

Risk Factors

9

Item 1B.

Unresolved Staff Comments

9

Item 2.

Properties

9

Item 3.

Legal Proceedings

14

Item 4

Mine Safety Disclosures

15

 

 

 

PART II

 

 

 

 

Item 5.

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

15

Item 6.

Selected Financial Data

17

Item 7.

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

18

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

20

Item 8.

Financial Statements and Supplementary Data

21

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

22

Item 9A

Control and Procedures

22

Item 9B.

Other Information

22

 

 

 

PART III

 

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

23

Item 11.

Executive Compensation

26

Item 12.

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

27

Item 13.

Certain Relationships and Related Transactions, and Director Independence

27

Item 14.

Principal Accounting Fees and Services

27

 

 

 

PART IV

 

 

 

 

Item 15.

Exhibits, Financial Statement Schedules

28

Item 16.

Form 10-K Summary

29

 

Signatures

29


4


 

 

PART I

 

Item 1. Business

 

Background

 

The lithium-ion battery manufacturing supply chain is organized into four industries that operate in series: battery feedstock providers, material refiners, cell manufacturers, and end-use product (electric vehicle, stationary storage, consumer electronics, etc.) manufacturers. While the scale of manufacturing of lithium-ion battery cells and of electric vehicles and other end-use products have grown substantially within the US in recent years, there has been little domestic growth in the battery feedstock and material refining portions of the manufacturing supply chain. This has led to an imbalance within the domestic US supply chain and has caused the majority of cell manufacturing and end-use product manufacturers to rely on foreign supplies of their raw and refined feedstock materials. The situation is so dire that in its “Mineral Commodity Summaries 2020” report, the US Geological Survey calculated that less than 1% of each of the critical and strategic battery metals (lithium, nickel, cobalt, and manganese) produced globally in 2019 were produced within the US.

 

American Battery Metals Corporation (“ABMC”) is a startup company in the lithium-ion battery industry that is working to increase the domestic US production of these four battery metals 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 for the recovery of battery metals. Through this three-pronged approach ABMC is working to both increase the domestic production of these battery metals, and also to ensure that as these materials reach their end of lives that the constituent elemental battery metals are returned to the manufacturing supply chain in a closed-loop fashion.

 

Battery Metals Exploration

 

The Company’s exploration efforts are currently focused on the sampling and characterization of lithium-bearing of brine and claystone sedimentary resources in the Western Nevada Basin (WNB) located in Nye County, Nevada. Through sampling and evaluation of its previous holdings over the past year, the Company has recently down selected from 1,300 claims to the most promising resources and currently holds 647 placer mining claims on over 12,940 acres of land. The Company is performing bench scale characterization and extraction trials to evaluate the technical and economic feasibility of extracting elemental lithium from these resources in order to produce battery grade lithium hydroxide, and other high value lithium products, for sale to the battery metals market.

 

ABMC has been evaluating the expansion of exploration efforts to nickel, cobalt, and manganese rich resources throughout the US and Canada, however, has not yet entered into any formal agreements or contracts.

 

Battery Metals Extractions

 

In addition, ABMC has been working in collaboration with several lithium-rich resource owners within the Clayton Valley area of Central Nevada. These resources largely consist of lithium-rich claystone sedimentary deposits, and ABMC has been working with these resource owners in order to receive sample quantities of materials from various drilling locations. Through characterizations and experimentation, ABMC has found that the mechanisms by which lithium is held within these deposits is quite unique, and ABMC has been performing bench scale trials on an internally developed first-of-kind selective leaching process for the low-cost extraction of lithium from these claystone resources. This novel method of enabling a selective leaching of lithium from these claystone sedimentary resources has allowed for significantly lower consumption of acid, lower levels of contaminants in the generated leach liquor, and lower overall costs of production. After reviewing the performance of this novel process and confirming its uniqueness through discussions with third party industry analysts, ABMC is considering preparing and submitting an initial provisional patent application for this technology.

 

With the material generated during these selective extraction trials, ABMC has performed bench scale separations, purification, and concentration processes to produce a high purity aqueous lithium hydroxide solution followed by crystallization and filtration processes to produce a battery cathode grade lithium hydroxide powder product. ABMC is currently evaluating the composition and morphology of these product materials relative to the required material specifications from high energy density cathode manufacturers in order to determine the technical and economic feasibility of manufacturing lithium hydroxide monohydrate products through this set of technologies with Clayton Valley claystone sedimentary resources as the feedstock.

 

The remainder of the Company’s extraction efforts have been through using recycled materials as feedstock.


5


 

 

Lithium-Ion Battery Recycling

 

ABMC has developed a universal lithium-ion battery recycling system that is able to recycle batteries of 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. While there currently has not been a large proliferation of lithium-ion battery recycling facilities in operation globally, the few that are operating generally implement “brute force” methods of processing batteries, by performing bulk high temperature calcinations or bulk acid dissolutions. These upfront processes can be simpler to implement; however, they also make it very difficult to enable high material recovery efficiencies of high value metal products downstream.

 

ABMC has developed a highly strategic recycling processing train that does not employ any high temperature operations or any bulk chemical treatments of the full battery. Several of the leaders of the ABMC team have previously worked in the design, construction, commissioning, and optimization of one of the largest lithium-ion battery manufacturing factories in the world. Through these experiences they gained a first principles physics-based understanding of every stage of lithium-ion battery cell manufacturing, and more importantly a fundamental understanding of the failure mechanisms that can cause battery components, cells, and modules to fail. Through these fundamental understandings the ABMC team has developed an automated high-speed mechanical separation process, which works to exploit the weaknesses in battery design to essentially “de-manufacture” the modules and cells in a rapid and automated fashion in order to dissect and separate the constituent components. This system is able to feed battery materials, without bulk discharging operations, and separate module materials, cell casings, electrode foils, low density materials, material powders, and wastewater in a matter of minutes without any direct hands-on operator interactions.

 

After the battery feedstock material is separated and sorted, what remains is a stream that contains rinse water, organic carbonates, dissolved fluorine and phosphorous species, dissolved metals, and is of very high pH due to the leaching of loosely held lithium from the electrodes. While many current facilities lightly treat this water stream in order to meet discharge requirements, the ABMC team has instead developed a 6-part system that is able to treat this water in a targeted fashion, extract contaminants in non-hazardous forms, and purify the water to a higher quality than even the onsite well water. This treated water is then re-used back in the separations process in a closed loop fashion. The avoidance of the discharge of this water, and of the purchasing of makeup water, results in significant levelized cost savings and a dramatically lowered environmental footprint.

 

While the scrap metal products are sold directly after being separated from the automated disassembly system, the cathode and anode powders are sent for further processing in an internally developed chemical extraction system. This consists of a series of dilute acid dissolution, impurity removal, selective extraction, and purification systems that are able to individually extract lithium, nickel, cobalt, and manganese elemental metals and upgrade them to the battery cathode grade specifications demanded by high energy density cathode manufacturers.

 

Through the high speed and automated de-manufacturing of a wide variety of battery feedstock materials, and the low cost and high material recovery efficiency chemical extraction train, ABMC is able to successfully extract battery metals from end of life products and manufacturing waste and return them to the lithium-ion battery manufacturing supply chain in an economically sustainable fashion. As a result of their lower environmental footprint, lower total cost of production, and high stability of supply these recycled battery cathode metal feedstocks are highly valuable and sought after by domestic US high energy density cathode manufacturers.

 

The largest high energy density cathode manufacturing within the US is BASF, and in order to accelerate the commercialization of closed loop lithium-ion battery recycling, they initiated the Circularity Challenge in early 2019. This was a global competition where they challenged companies throughout the world to develop new innovative technologies for the recycling of large format lithium-ion batteries to establish a circular economy in the battery supply chain industries. To winners of the Circularity Challenge, BASF offered seed funding, access to development laboratories, and the exploration of partnership agreements. Over 100 companies throughout the world applied to this challenge throughout 2019, and after several down select and review presentations, in September 2019 BASF selected ABMC as the sole winner of the battery recycling portion of this Circularity Challenge. BASF is one of the largest purchasers of lithium-ion battery metal feedstocks in the US, and through the relationship established through this Circularity Challenge ABMC and BASF have been exploring several avenues of working together to accelerate the commercialization of this lithium-ion battery recycling technology.


6


 

 

Company History

 

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, if and when it ever occurs. We have limited operating history and have not yet generated or realized any revenues from our activities. Our principal executive offices are located at 930 Tahoe Blvd., Suite 802-16, Incline Village, NV 89451.

 

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 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.

 

The growth in demand for lithium-ion batteries is predicted by industry researchers to grow by over ten-fold over the next ten years, while over the same period there are limited announcements for new production sources of domestic US based lithium, nickel, cobalt, or manganese. As a result, there will be increased pressure on the prices of domestically sourced battery metals, and increased reliance on foreign sourced battery metals. These industry trends support and validate the Company’s multifaceted three-pronged business model to increase the production of domestic US sourced battery metals. The Company is currently a pre-revenue organization and we do not anticipate earning revenues until such time as we have initial operations of our lithium-ion battery recycling facility underway, or until we have undertaken sufficient exploration work to identify lithium and or other battery metals reserves and have validated and commercialized a cost effective extraction system.

 

Market and Industry

 

Lithium is extracted from primarily two sources: hard rock spodumene and pegmatite crystals, and dissolved lithium salts from brine pools. Currently, the world’s top producers of Lithium are located in Australia, Chile, Argentina, and China.

 

In 2019, worldwide Lithium production totaled approximately 77,000 metric tons, with the top 4 countries (Australia, Chile, China, Argentina) contributing roughly 95% of the global production. Most of the world’s lithium supply is produced by five companies: Albemarle Corporation, FMC Corporation/Livent, Chile’s Sociedad Quimica Y Minera de Chile (SQM), Ganfeng Lithium, and Tianqi Lithium. Albemarle, FMC, and SQM have traditionally been considered the “Big 3” of global lithium producers. FMC Corporation spun off its lithium production to Livent in 2018.

 

In 2019, the market share of the “Big 3” companies decreased from 85% to 53%, with the Chinese companies attaining 40% market share.

 

Much of the current production of Lithium in Australia is derived from conventional mining techniques of ancient Precambrian rocks containing Lithium ore which is crushed and fed into capital intensive processing plants which upgrade the lithium mineral using gravity, flotation, magnetic and roasting purification processes.

 

Alternatively, Lithium production from Chile and Argentina uses a much less capital intense extraction method. Lithium is located beneath various salt flats. The Lithium is leached from nearby source rocks and becomes concentrated in salty brines just under the surface. The Lithium enriched brines are then pumped up to settle in multiple shallow surface evaporation pools which produces a thicker Lithium rich liquid. That liquid is treated with sodium carbonate, which creates lithium carbonate.

 

The Lithium market has typically been dominated by the ceramic and medical sectors, however recently the demand for Lithium for the battery markets- to fuel electric vehicles and energy storage applications- outstripped any other sector.

 

The primary lithium-ion battery manufacturers by capacity are: CATL, BYD, Tesla, Panasonic of Japan, and LG Chem of South Korea.

 

Lithium is not currently traded on any commodity exchanges, but rather is usually distributed in a chemical form such as lithium carbonate (Li2CO3) and sold directly to end users for a negotiated price per ton of lithium carbonate.

 

General Market Analysis

 

Lithium-ion batteries have become the rechargeable battery of choice in cell phones, computers, electric cars and now larger scale electric storage. The growth in demand for lithium batteries is predicted to far outpace lithium production in the coming decade; in particular, Lithium-ion batteries for the automotive industry is expected to continue to drive demand beyond supply.


7


 

 

Recently, Japan and South Korea have both recorded high levels of Lithium-ion battery exports as auto companies’ ramp up battery consumption to power all-electric vehicle sales. China has the most electric vehicles on the road, but both European and North American auto manufacturers are committed to significantly increasing EV sales by 2025. In November 2019, Ford unveiled its long awaited fully electric Mustang-styled SUV.

 

According to Goldman Sachs, 25% of cars sold will have electric engines by 2025, up from 5% today. Just a 1% increase of Electric Vehicles hitting the market could increase lithium demand by roughly half of the current production of lithium today.

 

Tesla’s mile long Gigafactory started producing powerful Lithium-ion batteries in January 2017 with its partner Panasonic. The Gigafactory will supply batteries for the 500,000 cars Tesla hopes to produce by the end of the decade, as well as to power homes. Also, Chrysler, Dodge, Ford, GM, BMW, Volkswagen, Mercedes-Benz, Mitsubishi, Nissan, Saturn, Tesla and Toyota have all announced plans to build lithium-ion battery powered cars. After Tesla released the Model 3 in July 2017, there have been over 500,000 reservations for the vehicle and production is starting 2 years ahead of schedule. Elon Musk has stated that Tesla will have to acquire the entire lithium market to meet the current demands. Thus, the global lithium market is approaching shortages, which has made it a useful commodity and mineral explorers have launched efforts to locate and bring new suppliers to the marketplace.

 

Lithium brine exploration and development has proven to be much more cost effective and faster to be put into production than the hard rock mine counterparts. Lithium brine deposits are considered placer deposits and are easier to gain mining permits for. Brine is also a liquid which means that drilling to find it is more akin to drilling for water or oil. It’s also typically located relatively close to surface, which limits the depth of required drilling. Once lithium brine is found, the reserve data is more straightforward to understand and quantify.

 

As the brines are found in large flat areas, the construction of numerous flat evaporation pools or direct solvent extraction can be achieved at relatively low cost. Environmental impact is minimized as the excess residual brines can be pumped back into the salt flats.

 

In Summary:

 

Historically, lithium demand came from industrial sectors manufacturing greases, glass, and ceramics. The processing of lithium for industrial applications requires lower specification products.

 

The introduction of the lithium-ion battery for consumer electronics, EV, and energy storage applications changed the demand dynamic; the batteries for e-mobility and energy storage now dominate current and future demand for lithium. Electric vehicles will continue to require vast amounts of lithium with higher grade and purities.

 

Electric Vehicle OEM are increasingly quality-conscious and develop close relationships to the modern “megafactories” that supply them with battery cells. In order to consistently supply the desired high nickel cathodes, megafactories need high purity raw materials - particularly lithium - to create low impurity lithium hydroxide.

 

In the United States, there are not currently enough chemical producers in operation to meet existing or future standards; battery grade hydroxide production is quite small as compared to the whole lithium supply chain. To meet market demand, this segment must quickly grow in the short term, at an estimated rate of 35-40% between now and 2025.

 

In 2019, explanations for the drop in the price of lithium were erroneously attributed to the “oversupply myth.” The reality is that there is not “too much lithium” in production but rather that there is not enough battery grade lithium hydroxide to meet market demand to fuel the explosive projections for Electric Vehicles.

 

Existing producers know that aside from handling and limited shelf life, consistently producing battery grade hydroxide within "spec,” while meeting the qualification challenges going forward will require significantly more high-grade lithium products. This will require new resources of raw materials, which demands investment in new exploration and mining projects.

 

Competition

 

We compete with other mining/exploration and battery recycling companies, many of which possess greater financial resources and technical facilities than we do, in connection with the acquisition of suitable exploration properties, building and operating process plants and in connection with the engagement of qualified personnel. The lithium exploration/mining and battery recycling industries are fragmented, and we are a very small participant in these sectors. Many of our competitors have been in business longer than we have and have established more strategic partnerships and relationships and have greater financial accessibility than we have.


8


 

 

While we compete with other exploration companies in acquiring suitable properties, we believe that there would be readily available purchasers of lithium and other precious metals if they were to be produced from any of our leased properties. The price of precious metals can be affected by a number of factors beyond our control, including:

 

·fluctuations in the market prices for lithium;  

·fluctuating supplies of lithium;  

·fluctuating demand for lithium; and  

·mining activities of others.  

 

If lithium mineralization that is determined to be of economic grade and in sufficient quantity to justify production were located, additional capital would be required to develop, mine and sell our production.

 

Covid-19 Impact

 

In March 2020, the World Health Organization declared COVID-19 a pandemic. As COVID-19 continues to spread throughout the world, the ongoing global pandemic continues to prompt governments and businesses to maintain and, in some cases, extend unprecedented measures in response. Such measures have included federal, state, county and local governments, and public health organizations and authorities around the world implementing a variety of measures intended to control the spread of the virus, including quarantines, “stay-at-home” orders, travel restrictions, school closures, business limitations and closures, social distancing and hygiene requirements. The COVID-19 pandemic has also disrupted global supply chains and workforce participation and created significant volatility and disruption of financial markets. A prolonged economic downturn and adverse impact to global economies or a sustained slowdown in growth or demand could have an adverse effect on commodity prices and/or our ability to raise financing to meet our ongoing obligations. The full extent to which COVID-19 impacts the Company will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning COVID-19 and the actions required to contain or treat its impact, among others.

 

Item 1A. Risk Factors

 

Not required.

 

Item 1B. Unresolved Staff Comments

 

Not applicable.

 

Item 2. Properties

 

We operate within the U.S.A, with our principal executive offices located in Incline Village, Nevada, our corporate offices located in Moraga, California, our battery metal extraction and lithium-ion battery recycling technologies laboratories located in Virginia City, Nevada and Greentown, Massachusetts, our mining claims located in the Western Nevada Basin, our farm and water rights located in Currant, Nevada and our undeveloped industrial land in Fernley, Nevada.

 

We believe that all our property and facilities are generally well maintained, effectively used and are adequate to operate our business.

 

Set forth below is information regarding significant properties operated by us:

 

Undeveloped Industrial Land Fernley, NV

 

On July 29, 2020, the Company entered into escrow to purchase approximately 12 ½ acres of industrial land in Fernley, Nevada in a Qualified Opportunity Zone (QOZ). The Company intends to construct a commercial pilot plant of its first-of-its-kind lithium-ion battery recycling facility on this land. The Company intends to invest approximately $15 million between Q3 2020 and Q1 2021 in order to construct and commission the first portion of this facility. This first portion will consist of approximately 30,000 sq. ft. of industrial processing space, as well as laboratory and office space. Once this first portion is operational, the Company estimates that this battery recycling facility will be operating in a financially self-sufficient manner as it sells scrap metal and high value metal filter cake products.

 

Subsequently, between Q2 2021 and the end of Q4 2021 the Company intends to invest an additional approximately $20 million in order to install value-add operations to this recycling facility in order to further increase operating margins. These value-add operations will allow for the manufacturing of battery cathode grade metal products (lithium hydroxide, nickel sulfate, cobalt sulfate, manganese sulfate) in addition to the sale of scrap metals.


9


 

 

Laboratory Facilities

 

The Company operates out of two laboratory facilities for the research and development of its battery metal extraction and lithium-ion battery recycling technologies.

 

Greentown Labs, Somerville, MA

 

The Company occupies wet chemistry laboratory space, free of charge, from Greentown Labs, which is the largest clean technology incubator in North America. Besides desk and lab space, the Company also has access to more than $1 million worth of resources, equipment, programming, and staff support. 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. The program intends to advance innovative ideas to disrupt the plastics, energy storage and recycling value chains to enable a circular economy. The Company is utilizing Greentown Labs to advance their metal extraction techniques and lithium-ion battery recycling technologies.

 

Virginia City, NV Laboratory

 

The Company leases a laboratory from Comstock Mining, Inc. The laboratory is utilized for metal extraction experiments and for the testing of soil samples. The cost of the month-to-month lease is $2,500 a month.

 

Mining Claims

 

LithiumOre, the Company’s wholly owned subsidiary, currently has 647 placer mining claims on over 12,940 acres in the area known as the Western Nevada Basin, situated in Railroad Valley in Nye County, Nevada. We do not currently have any partnership agreements or royalty agreements in connection with such claims.

 

We also own a 120-acre parcel of private property with water rights, in the town of Currant, NV near Railroad Valley, which we acquired for exploratory purposes and was fully impaired in prior years. It will act as a base for such operations of the Company.

 

We lease from the Bureau of Land Management our Western Nevada Basin Claims where we are exploring and drilling for possible lithium-rich brine.

 

The Western Nevada Basin (WNB) Claims are located in east central Nye County, Nevada (Figure 1) approximately 93 miles northeast of the county seat of Tonopah, NV, the major commercial center for the region; 56 miles southwest of the town of Ely, NV and 120 miles northeast of Silver Peak NV, the only currently operating lithium producer in the State.

 

IMAGE2.JPEG  


10


 

 

Figure 1. Location Map. The Western Nevada Basin Claim is located within the central portion of the Railroad Valley, approximately 169 miles north-northwest of Las Vegas, NV and 234 miles east-southeast of Reno, NV.

 

PICTURE 1  

 

Figure 2. The Western Nevada Basin Mining Property covers 12,940 acres. It consists of a total six hundred and forty-seven (647) placer claims. Each claim covers approximately 20 acres and was laid out by aliquot parts as required by the Bureau of Land Management.

 

Lithium is a locatable mineral according to the Code of Federal Regulations. Rights to lithium are to be held by lode claims where it occurs in bedrock and by placer claims where it occurs in sediments and brines. A body of legal precedents set during the original development of lithium brines in the area provides that lithium in valley sediments by nature of the unconsolidated host rock are staked by and produced from placer claims.

 

In Nevada the claim staking procedure requires recording documents with both the county Recorder’s Office and the state BLM office. Claims must be held by posts at the claims four corners and a Notice of Location which describe the claims legal description of location and owner. The claims are required to be recorded at the county courthouse within the proper jurisdiction within 90 days from the staking date.

 

Placer claims on Federal lands are held to a September 1 to August 31 assessment year when Intent to Hold or Proof of labor documents need to be filed with the county for the annual assessment work. The pertinent documents are filed with the Nye County Recorder’s Office.

 

The current annual maintenance fee is $165 per 20-acre (or a portion thereof) placer claim (http://www.blm.gov/ca/st/en/info/iac/miningfacts.html). Payment of those fees allows the claim to stay on the BLM active database. Non-payment results in the claims moving to ‘closed’ status.

 

Before August 31st of each year, a payment of $165 per claim is made to the BLM to hold the claims in good standing for the following assessment year. The total BLM cost for the 2020 assessment year for the 647 WNB Claims was $106,755. These fees were also paid in 2018 and 2019 in order to maintain the current mining claims.

 

In 2020 the total number of placer mining claims were reduced from 1,300 to 647. The decision to reduce the current mining claim holdings was based on detailed geologic and geophysical interpretations of field studies conducted on the WNB Claims over several months in 2019 and 2020. In order to increase shareholder value “on a claim by claim basis”; only the most prospective claims were maintained while interpreted potential unproductive claims were effectively dropped in order to save exploration funds.


11


 

 

When fees are paid a claim is deemed ‘active’. Active and approved claim fees are also due to the County before November 1st of each year. A payment to Nye County, NV, of $12 per claim to file an affidavit of assessment fees paid and notice of intent to hold the claims into the next assessment year. The total Nye County holding cost for the current 647 WNB claims is $7,774 and will be paid before November 1, 2020. Payments to the County are current as of October 31, 2019.

 

As public lands, there is right of free access and both surface and mineral rights are held by the Federal government. Public records (Bureau of Land Management) show no military withdrawals or Areas of Critical Environmental Concern. The Railroad Valley Wildlife Management Area is located to the west of the WNB claim boundary and has no effect on any planned work on the WNB claim area.

 

To the Company’s knowledge, there are no known environmental liabilities to which the property is subject or other significant factors and risks that may access, title, or the right or ability to perform work on the property. The NOI permit for the drilling site was approved on July 13, 2018.

 

Accessibility

 

The main route of access to the WNB project is Nevada State U.S. Route 6 which provides all year access to Railroad Valley and the project area. U.S. Route 6 provides direct access to the two nearby commercial centers; Tonopah, located southwest of the project at the junction of Routes 6 and 95, approximately 90 minutes away, and Ely, a slightly larger commercial center with a population of over 4,200 approximately, located northeast of the project approximately 60 minutes away. US Highway 95 is the main highway linking Las Vegas and Reno, the two largest metropolitan areas in Nevada.

 

Climate

 

Railroad Valley is in the rain shadow of the Sierra Nevada Mountains. The region is arid to almost semiarid. Winters are cold while summers are hot. Average annual precipitation is approximately 5 inches; however, variations occur at differing altitudes. Exploration can be conducted in the spring, summer, and fall seasons.

 

Local Resources

 

Railroad Valley contains several small communities which include Currant, Crow’s Nest, Green Springs, Locke’s, and Nyala. Electrical power is available within the valley area.

 

The larger population centers of Ely and Tonopah are connected via U.S. Route 6 to the project area. Tonopah has a population of approximately 2,500 and is the governmental center for the region. Ely has a population of approximately 4,200 and is the closest commercial center. Groceries, hardware, a bank and a choice of motels and restaurants are available in both Ely and Tonopah.

 

The area has a long history of mining. Mining personnel can be sourced mostly from the larger towns of Tonopah or Ely.

 

Infrastructure

 

A reasonable network of 4x4, graded and paved roads connects the claim area to the rest of Nevada. Electrical power is available at several sites throughout the valley and could easily provide power to any operation at the project area. The nearest rail and large commercial airline service are in Las Vegas, NV approximately 169 miles to the south.

 

Physiography

 

Railroad Valley is one of the longest topographically closed drainage basins in Nevada, extending more than 110 miles in a north-south direction and up to 20 miles wide. This valley is one of the Central Nevada Desert Basins in the Tonopah Basin. The southern end of the valley begins near Gray Top Mountain (7,036 feet) and stretches north all the way to Mount Hamilton (10,745 feet). The mountain masses are dominated by the White Pine, Grant and Quinn Canyon ranges east of the valley.

 

Railroad Valley comprises an area of approximately 2,750 square miles. Two large flat areas occur within the valley. The claims are located on the large Northern flat area of the valley floor at elevations generally of 4400 – 4700 feet. The valley floor is characterized by subdued topography with washes eroding into slightly older valley-fill sediments.

 

The claims are located on flat areas where vegetation is scarce. There is sufficient surface area for recovery and processing facilities within the Claims.


12


 

 

Geologic Setting

 

The claims are located in the Basin and Range physiographic province which stretches from southern Oregon and Idaho to Mexico. It is characterized by extreme elevation changes between mountains and flat intermountain valleys or basins.

 

Plate tectonics powered by crustal spreading broadly generates two types of forces: compression as plates are moved together and extension as those forces relax. Compression was the dominant geologic force affecting the western United States beginning about 200 million years ago as the Pacific Ocean plate moved eastward under the North American continental plate. Those forces compressed the overlying pile of sedimentary rocks accumulated over hundreds of millions of years into a thick stack reaching up to elevations of 14,000 feet, similar to the altiplano of Mexico and South America which formed at the same time from similar forces. That highland plateau stretched west – east from the Sierra Nevada Mountains in California to the Wasatch Range in Utah.

 

Extension became the dominant force beginning in the Eocene - Oligocene epochs approximately 55 to 25 million years ago. Also, the relative movement of the tectonic plates changed about 30 million years ago with the movement becoming more oblique to the continent. This relaxed the compressional forces and also tended to ‘tear’ the crust apart, creating diagonal extensions.

 

The resulting compressional and extensional tectonics have created throughout Nevada a classical Basin and Range province consisting of narrow, N- to NE-trending, fault block mountain chains separated by flat linear valleys. This geological pattern is repeated across the State and has created a number of currently arid, ‘trapped’ or closed basins with respect to drainage that have the potential of containing lithium brine deposits.

 

Geology of Lithium Brines

 

Lithium brine deposits are accumulations of saline groundwater that are enriched in dissolved lithium. All producing lithium brine deposits share a number of first-order characteristics:

 

·arid climate; 

·closed basin containing a salt flat (also known as a Playa or Salar); 

·tectonically driven subsidence; 

·associated igneous or geothermal activity; 

·suitable lithium source-rocks; 

·one or more adequate aquifers; and 

·sufficient time to concentrate a brine. 

 

The single most important factor determining if a nonmarine basin can accumulate lithium brine is whether or not the basin is closed.

 

Lithium enriched brines are formed by complex processes that include evaporation, re-mobilization, salt and lithium clay dissolution and precipitation. In essence, lithium is liberated through weathering or derived from hydrothermal fluids from a variety of rock sources within a closed basin where lithium, a lightweight element, cannot escape.

 

Lithium is highly soluble and, unlike sodium (Na), potassium (K), or calcium (Ca), does not readily produce evaporite minerals when concentrated by evaporation. Instead it ends up in residual brines in the shallow subsurface. Economic brines have Li concentrations in the range of 200 to 4,000 milligrams per liter (mg/l). 1 mg/l = 1 ppm.

 

Clayton Valley contains the only currently producing lithium brine project in Nevada. Production has been on-going since 1967. The production at Clayton Valley is located approximately 120 miles west of Railroad Valley. Evidence from Clayton Valley suggests that felsic vitric tuffs are a particularly favorable primary source of lithium as well, uplifted Neogene lake beds from earlier in the basin’s history, which have been altered to hectorite, may provide a source of lithium.

 

Geology of Railroad Valley

 

Railroad Valley has produced about 44 million barrels of oil (MMBO) from nine petroleum fields and has been extensively studied to determine relations between structure and oil production. Several interpretations of basin configuration have evolved, based on improved seismic acquisition and processing and better understanding of deformation styles and kinetics.


13


 

 

Oil was first discovered at Railroad Valley by Shell Oil in 1954. Their first discovery well reached a depth of 10,360 feet and it was determined that there were commercial oil reserves at intervals between 6,450 and 6,730 feet. The valley area is essentially wedge shaped with the wedge increasing in thickness from west to east. A low-angle attenuation fault has been reported to underlie Railroad Valley which has been interpreted to be a result of asymmetric arching rather than a series of down-to-the-west high-angle normal faults.

 

The stratigraphy of the valley is known to contain Paleozoic platform carbonate rocks, Tertiary volcanic rocks, and Tertiary lacustrine sediments. In comparison to Clayton Valley, Railroad Valley has a large endowment of Neogene volcanic flows and tophaceous rocks.

 

Oil exploration has reported several laterally continuous thick lithium brine horizons throughout Railroad Valley. Testing for lithium from the brines was not conducted by the oil industry. Good reservoir rocks for oil may not represent good reservoir hosts for lithium. The underlying brine-waters of the Railroad Valley were at one time examined as a potential reservoir for Las Vegas.

 

Volcanic rocks form a large part of the Neogene rock sequence: ash-flow tuffs and basalt flows from major calderas in eastern and central Nevada. Thickness of the volcanic section can vary greatly because of Neogene erosion and faulting. The thickness of ash flow tuffs in Railroad Valley can range from less than 1,000 ft to more than 3,000 ft. These rocks have shown good porosity and may represent an enormous source for lithium.

 

Tertiary lacustrine formations consist of varying proportions of fresh-water carbonate, shale, sandstone, and volcanic debris. To date, oil production from Tertiary lacustrine reservoirs is limited, but there is production from the Sheep Pass Formation in the Eagle Springs field, and formerly there was production from Currant field; both in Railroad Valley.

 

The northern Playa area of Railroad Valley contained a large lake during the Pleistocene Epoch, more than 7,000 years ago. The lake has subsequently evaporated within the valley; however, at one point it reportedly covered an area of over 525 square miles and attained a maximum depth of 315 feet. The large Railroad Valley north playa today is partly covered by young erosional alluvium.

 

Mineral Resources and Mineral Reserves

 

The Railroad Valley has demonstrated enrichment in lithium in the nearby dry sediments as evidenced from the NURE sample database from the U.S. Geological Survey. However, the project is at an exploration stage. There are no lithium brine mineral resources or reserves for the property.

 

Exploration and Development

 

Exploration and Development would consist of direct sampling and analysis of lithium both laterally and vertically across the project area from both volcanic horizons and underground brines contained within the Playa. Drilling and mobilization represent the largest costs of the program. Every effort would be made to minimize costs and maximize the sampling of brine from either re-entry and perforation of ‘shut-in’ oil wells or testing of current water wells in the project area.

 

Future Exploration and Development

 

The Company believes there is value in their WNB claims and will continue to evaluate those claims. However, resources are limited, and the Company’s primary focus is on the development of its battery recycling facility in Fernley, NV.

 

Item 3. Legal Proceedings

 

In January 2018, the Company filed a complaint in Nevada seeking the return or cancellation of 16 million common shares which the Company believes were fraudulently issued as well as claims against the former CEO of the Company, Craig Alford. As a result, the Company entered into agreements to cancel eleven million shares (of which ten million shares have already been cancelled). The remaining five million shares were cancelled and reissued after the Company determined that the recipients provided proper consideration for such shares. Alford has filed a counterclaim against the Company for amounts allegedly owed to him that the Company believes is entirely without merit. The litigation continues against Alford and certain other relief defendants but has been delayed due to Covid -19 restrictions.

 

Other than the preceding, to the best of our knowledge, we are not currently a party to any legal proceedings that, individually or in the aggregate, are deemed to be material to our financial condition or results of operations.


14


 

 

We are required by Section 78.090 of the Nevada Revised Statutes (the "NRS") to maintain a registered agent in the State of Nevada. Our registered agent for this purpose is United Corporate Services, Inc., 2520 St Rose Pkwy Suite 319, Henderson, NV 89074. All legal process and any demand or notice authorized by law to be served upon us may be served upon our registered agent in the State of Nevada in the manner provided in NRS 14.020(2).

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

PART II

 

Item 5. Market for Common Equity and Related Stockholder Matters

 

Market Information

 

Our shares of common stock are eligible for quotation on “OTCQB” operated by the OTC Markets Group under the symbol “ABML.” Quotations for our securities represent inter-dealer prices, without retail markups, markdowns or commissions and may not necessarily represent actual transactions.

 

On September 22, 2020, the closing price of our Common Stock as reported by the OTC Markets Group was $0.10089 per share.

 

Holders

 

As of September 21, 2020, we have approximately 114 shareholders including our directors and officers. One such holder is Cede & Co., a nominee for Depository Trust Company, or DTC. Shares of common stock that are held by financial institutions as nominees for beneficial owners are deposited into participant accounts at DTC and are considered to be held of record by Cede & Co. as one stockholder.

 

Dividends

 

We have never declared or paid any cash dividends on our capital 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 dividend policy will be made at the discretion of our Board of Directors. The Nevada Revised Statutes, however, prohibits us from declaring dividends where, after giving effect to the distribution of the dividend:

 

·we would not be able to pay our debts as they become due in the usual course of business; or 

 

·our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution, unless otherwise permitted under our Articles of Incorporation. 

 

Stock Options, Warrants and Rights

 

As at June 30, 2020, ABMC has potentially issuable shares of common stock as follows:

 

·8,603,112 potentially issuable shares of common stock from share purchase warrants issued with an exercise price that ranges from $0.10 to $0.50 per share; and 

 

·In addition, the Company had an indeterminable number of shares issuable based on $2,251,200 in principal amount of outstanding in convertible notes which have a conversion price based on a discount to the market price of the Company’s stock prior to conversion.  


15


 

 

Penny Stock

 

Our common stock is subject to the provisions of Section 15(g) of the Exchange Act and Rule 15g-9 thereunder, commonly referred to as the “penny stock rule”. Section 15(g) sets forth certain requirements for transactions in penny stock, and Rule 15g-9(d) incorporates the definition of “penny stock” that is found in Rule 3a51-1 of the Exchange Act. The SEC generally defines a penny stock to be any equity security that has a market price less than US$5.00 per share, subject to certain exceptions. We are subject to the SEC’s penny stock rules. Since our common stock is deemed to be penny stock, trading in the shares of our common stock is subject to additional sales practice requirements on broker dealers who sell penny stock to persons other than established customers and accredited investors. “Accredited investors” are generally persons with assets in excess of US$1,000,000 or annual income exceeding US$200,000 or US$300,000 together with their spouse. For transactions covered by these rules, broker dealers must make a special suitability determination for the purchase of securities and must have the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document prepared by the SEC relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information for penny stocks held in an account and information to the limited market in penny stocks. Consequently, these rules may restrict the ability of broker-dealer to trade and/or maintain a market in our common stock and may affect the ability of our stockholders to sell their shares.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

As of the date of this Report, we do not have any compensation plans under which our equity securities are authorized for issuance. We intend to adopt an equity compensation plan in which our directors, officers, employees and consultants will be eligible to participate. However, no formal steps have yet been taken to adopt such a plan.

 

Recent Sales of Unregistered Securities

 

On April 6, 2020, the Company issued a 12% Convertible Promissory Note in the principal amount of $78,000 with a purchase price of $78,000 to Power Up Lending Group Ltd. The note is due February 15, 2021. The holder shall have the right from time to time, and at any time during the period beginning one hundred eighty (180) days from the issue date and ending on the later of (i) the maturity date and (ii) the date of payment the date of payment of the default amount, each in respect of the remaining outstanding principal amount of this note to convert all or any amount of the outstanding and unpaid principal amount of the note into fully paid and non-assessable shares of common stock. The conversion price is equal to 61% of the lowest closing bid price of common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. The note may be prepaid until 180 days from the issuance date at a price of 115% - 140% of the face amount plus any accrued interest as of the date of prepayment. The default rate on the note is 22% per annum.

 

On April 7, 2020, the Company issued a 10% Convertible Promissory Note in the principal amount of $110,000 with a purchase price of $100,000 to Adar Alef, LLC. The note is due April 7, 2021. The holder shall have the right from time to time, and at any time to convert all or any amount of the outstanding and unpaid principal amount of the note into fully paid and non-assessable shares of common stock. The conversion price is equal to 60% of the lowest closing bid price of the Company’s common stock during the prior fifteen (15) trading day period including the conversion date. The note may be prepaid until 180 days from the issuance date at a price of 120% - 140% of the face amount plus any accrued interest as of the date of prepayment. The default rate on the note is 24% per annum.

 

On April 10, 2020, the Company issued a 10% Convertible Promissory Note in the principal amount of $150,000 with a purchase price of $150,000 to Auctus Fund, LLC. The note is due April 10, 2021. The holder shall have the right from time to time, and at any time during the period beginning on the issue date and ending on the later of (i) the maturity date and (ii) the date of payment the date of payment of the default amount, each in respect of the remaining outstanding principal amount of this note to convert all or any amount of the outstanding and unpaid principal amount of the note into fully paid and non-assessable shares of common stock. The conversion price is equal to 68% of the lowest trading price of common stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion date. The note may be prepaid until 180 days from the issuance date at a price of 115% - 135% of the face amount plus any accrued interest as of the date of prepayment. The default rate on the note is 24% per annum.


16


 

 

On April 21, 2020, the Company issued a 10% Convertible Promissory Note in the principal amount $43,000 with a purchase price of $43,000 to Power Up Lending Group Ltd. The note is due April 21, 2021. The holder shall have the right from time to time, and at any time during the period beginning one hundred eighty (180) days from the issue date and ending on the later of (i) the maturity date and (ii) the date of payment the date of payment of the default amount, each in respect of the remaining outstanding principal amount of this note to convert all or any amount of the outstanding and unpaid principal amount of the note into fully paid and non-assessable shares of common stock. The conversion price is equal to 61% of the lowest closing bid price of common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. The note may be prepaid until 180 days from the issuance date at a price of 115% - 140% of the face amount plus any accrued interest as of the date of prepayment. The default rate on the note is 22% per annum.

 

On April 22, 2020, the Company issued a 10% Convertible Promissory Note in the principal amount of $115,500 with a purchase price of $105,000 to Black Ice Advisors, LLC. The note is due April 22, 2021. The holder shall have the right from time to time, and at any time to convert all or any amount of the outstanding and unpaid principal amount of the note into fully paid and non-assessable shares of common stock. The conversion price is equal to 60% of the lowest closing bid price of the Company’s common stock during the prior fifteen (15) trading day period including the conversion date. The note may be prepaid until 180 days from the issuance date at a price of 115% - 140% of the face amount plus any accrued interest as of the date of prepayment. The default rate on the note is 24% per annum.

 

On April 23, 2020, the Company issued a 10% Convertible Promissory Note in the principal amount of $125,000 with a purchase price of $112,500 to Efrat Investments, LLC. The note is due April 23, 2021. The holder shall have the right from time to time, and at any time to convert all or any amount of the outstanding and unpaid principal amount of the note into fully paid and non-assessable shares of common stock. The conversion price is equal to 60% of the lowest closing bid price of the Company’s common stock during the prior fifteen (15) trading day period including the conversion date. The note may be prepaid until 180 days from the issuance date at a price of 120% - 140% of the face amount plus any accrued interest as of the date of prepayment. The default rate on the note is 24% per annum.

 

On April 29, 2020, the Company issued 2,093,860 common shares for the exercise of cashless warrants.

 

On May 20, 2020, the Company issued 5,657,363 common shares for the exercise of cashless warrants.

 

On May 22, 2020, the Company issued 6,874,831 common shares with a fair value of $382,928 for consulting services and management fee.

 

On June 19, 2020, the Company issued 859,259 common shares for the exercise of cashless warrants.

 

On June 29, 2020, the Company issued 3,750,000 common shares and warrants to purchase 3,000,000 common shares for proceeds of $150,000.

 

On June 30, 2020, the Company issued 1,712,824 common shares as part of the settlement for the exercise of cashless warrants.

 

From April 1, 2020 through June 30, 2020, the Company issued 15,824,196 common shares for the conversions of $290,300 in principal of convertible notes and $21,201 of accrued interest.

 

The foregoing securities were issued under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D under the Securities Act. In the case of the promissory notes, each investor represented that it was an accredited investor, as defined in Rule 501 of Regulation D, and that it was acquiring the securities for its own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act. Any proceeds issued from the above issuances were used for working capital purposes of the Company.

 

Purchases of Equity Securities by the Issuer and “Affiliated Purchasers”

 

We did not purchase any shares of our common stock or other securities during the period ended June 30, 2020.

 

ITEM 6. Selected Financial Data

 

Not required.


17


 

 

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

 

You should read the following discussion of our financial condition and results of operations in conjunction with the financial statements and the notes thereto included elsewhere in the Form 10-KT. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Form 10-KT.

 

RESULTS OF OPERATIONS

 

Working Capital

 

 

June 30, 2020

$

September 30, 2019

$

Current Assets

1,067,258

57,444

Current Liabilities

5,795,170

4,879,614

Working Capital (Deficit)

(4,727,912)

(4,822,170)

 

Cash Flows

 

 

Nine Months Ended

June 30, 2020

$

Twelve Month Ended September 30, 2019

$

Cash Flows used in Operating Activities

(3,018,519)

(3,233,467)

Cash Flows used in Investing Activities

(3,896)

-

Cash Flows provided by Financing Activities

3,844,968

3,118,069

Net increase (decrease) in Cash During Period

822,553

(115,398)

 

Operating Revenues

 

During the nine months ended June 30, 2020 and the twelve months ended September 30, 2019, the Company did not record any revenues from operations.

 

Operating Expenses and Net Loss

 

During the nine months ended June 30, 2020, the Company incurred operating expenses of $4,387,169 compared to $10,486,623 during the twelve months ended September 30, 2019. The decrease in operating expenses is due to a decrease in exploration costs of $744,379 relating to the Company lessening work on the Nye County property, a decrease of $5,780,093 of management and consulting fees which includes stock-based compensation costs from prior year, a decrease of $524,980 for general and administrative expenses as the Company had less operating activity in the current year compared to the prior year, and $245,820 decrease in legal fees due to lower stock-based compensation relating to legal fees that were paid in the prior year. The decreases were offset by an increase of $1,195,818 of payroll costs for employees of the Company as the Company had more day-to-day operations.

 

The Company incurred a net loss of $13,318,408 for the nine months ended June 30, 2020 compared to a net loss of $12,625,204 for the twelve months ended September 30, 2019. In addition to operating expenses, the Company incurred interest and accretion expense of $4,391,184 during the nine months ended June 30, 2020 compared to $2,491,621 for the twelve months ended September 30, 2019. The increase is due to the fact that the Company entered into more convertible notes during the current year which resulted in more interest expense and a larger accretion amount given that the majority of the convertible notes had variable conversion rates at a discount to the market price that resulted in the recognition of derivative liabilities. The Company also recorded a loss of $5,863,127 for the change in the fair value of derivative liabilities compared to $218,922 for the twelve months ended September 30, 2019 due in part to more volatility in the Company’s share price during the year which resulted in a larger spread between conversion prices and market prices which created higher derivative liabilities.

 

Finally, the Company recorded a gain on the settlement of debt of $1,319,326 and $571,962 during the nine months ended June 30, 2020 and twelve months ended September 30, 2019, respectively, due to increased conversion and settlement of outstanding convertible notes payable during 2020, due in part to a large derivative liability balance which would reverse upon full conversion of the notes.


18


 

 

The Company incurred a net loss of $13,318,408, or $0.05 loss per share, during the nine months ended June 30, 2020 compared to a net loss of $12,625,204, or $0.11 loss per share, during the twelve months ended September 30, 2019.

 

Liquidity and Capital Resources

 

As of June 30, 2020, the Company had cash of $829,924 and total assets of $1,161,314 compared to cash of $7,371 and total assets of $92,694 as at September 30, 2019. The increase in cash and total assets was mainly due to the fact that the Company received additional financing from issuance of convertible debts, private placements and bank loans.

 

As of June 30, 2020, the Company had total liabilities of $6,101,818 compared to total liabilities of $4,880,156 as at September 30, 2019. The increase in total liabilities is due to an increase in the derivative liabilities of $1,082,454 due to an increase in the number of convertible notes outstanding during the current year and the fact that the majority of the convertible notes in fiscal 2020 had variable conversion rates. The increase was offset by a decrease in the carrying value of convertible notes payable of $272,283 due in part to a greater number of convertible notes being entered into near the end of the fiscal year which resulted in a full discount of the carrying value due to the fair value of the derivative liability at the onset of the convertible note. As at June 30, 2020, the Company had total face value of convertible debentures of $2,211,200 compared to total face value of convertible notes of $3,643,259 at September 30, 2019. In addition, the Company had a decrease of $70,959 in accounts payable and accrued liabilities offset by an increase of $166,680 in amounts due to related parties which are related to management fees incurred to the Chief Executive Officer of the Company. Moreover, the Company had an increase of $315,228 in loans payable due from a finance loan agreement relating to the acquisition of a company vehicle and another $255,992 from the U.S. Small Business Administration as part of the Paycheck Protection Program.

 

As of June 30, 2020, the Company had a working capital deficit of $4,727,912 compared to a working capital deficit of $4,822,170 as at September 30, 2019. The decrease in the working capital deficit is mainly due to the additional financing received from convertible debentures, private placement, bank loan and increase in prepaid expenses.

 

During the nine months ended June 30, 2020, the Company issued 24,111,031 common shares with a fair value of $1,072,378 for services and 193,014,921 common shares with a fair value of $9,313,911 for the conversion of outstanding convertible notes payable. In addition, the Company issued 3,750,000 common shares for proceeds of $150,000 as part of a private placement of units, 9,924,304 common shares for the exercise of cashless warrants, and 1,712,824 common shares due to cancellation of share purchase warrants.

 

As at June 30, 2020, the Company received $2,450,000 relating to share subscriptions received relating to private placement units at $0.04 per unit. The units were issued subsequent to June 30, 2020.

 

Cashflows from Operating Activities

 

During the nine months ended June 30, 2020, the Company used $3,018,519 of cash for operating activities compared to $3,233,467 of cash for operating activities during the twelve months ended September 30, 2019. The decrease in the use of cash for operating activities was due to significantly less costs incurred during the nine-month period from day-to-day operation and the change in year-end, which results in a shorter period than the comparative period.

 

Cashflows from Investing Activities

 

During the nine months ended June 30, 2020, the Company used cash of $3,896 for acquisition of equipment compared to use of $nil for investing activities during the twelve months ended September 30, 2019.

 

Cashflows from Financing Activities

 

During the nine months ended June 30, 2020, the Company received $3,844,968 of proceeds from financing activities which included $2,522,250 of cash from issuance of notes payable less repayment of $1,533,274, $2,600,000 of proceeds from private placements during the period, and $255,992 of proceeds from bank loan. Comparatively, during the twelve months ended September 30, 2019, the Company received proceeds of $3,118,069 from financing activities from notes payable including $4,601,900 from issuance of convertible notes payable less repayment of $1,483,831.

 

Going Concern

 

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.


19


 

 

Off-Balance Sheet Arrangements

 

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

 

Future Financings

 

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.

 

Critical Accounting Policies

 

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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.

 

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

 

Recently Issued Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

Item 7a. Quantitative and Qualitative Disclosures About Market Risk

 

Not Applicable.


20


 

 

Item 8. Financial Statements and Supplementary Data.

 

 

 

AMERICAN BATTERY METALS CORPORATION

 

Consolidated Financial Statements

 

For the nine months ended June 30, 2020 and twelve months ended September 30, 2019

 

Report of Independent Registered Public Accounting Firm

F-1

Consolidated Balance Sheets

F-2

Consolidated Statements of Operations

F-3

Consolidated Statement of Stockholders’ Deficit

F-4

Consolidated Statements of Cash Flows

F-6

Notes to the Consolidated Financial Statements

F-7


21



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To The Board of Directors and Stockholders of

American Battery Metals Corporation

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of American Battery Metals Corporation (the “Company”) as of June 30, 2020 and September 30, 2019, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the nine months ended June 30, 2020 and the twelve months ended September 30, 2019 (collectively referred to as 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, 2020 and September 30, 2019, and the results of its operations and its cash flows for the periods then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Consideration of the Company’s Ability to Continue as a Going Concern

 

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has not generated sufficient cash flows from operations to fund its business operations. This factor, among others, raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 1. 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 the Company’s 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 audits 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.

 

 

/s/Pinnacle Accountancy Group of Utah

 

We have served as the Company’s auditor since 2016.

 

Farmington, Utah

September 28, 2020


F-1



AMERICAN BATTERY METALS CORPORATION

Consolidated Balance Sheets

 

 

June 30,

2020

$

 

September 30,

2019

$

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash

829,924

 

7,371

Prepaid expenses

237,334

 

50,073

Total current assets

1,067,258

 

57,444

 

 

 

 

Investment in joint venture

35,250

 

35,250

Property and equipment

58,806

 

 

 

 

 

Total assets

1,161,314

 

92,694

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

514,838

 

585,797

Due to related parties

624,949

 

458,269

Derivative liability

4,519,654

 

3,437,200

Notes payable, net of unamortized discount of $2,084,051 and $3,094,911, respectively

127,149

 

398,348

Current portion of loans payable

8,580

 

Total current liabilities

5,795,170

 

4,879,614

 

 

 

 

Loans payable

306,648

 

Notes payable, non-current portion, net of unamortized discount of $nil and $149,458, respectively

 

542

 

 

 

 

Total liabilities

6,101,818

 

4,880,156

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

Series A Preferred Stock

  Authorized: 500,000 preferred shares, par value of $0.001 per share

  Issued and outstanding: 300,000 and nil preferred shares, respectively

300

 

Common Stock

  Authorized: 1,200,000,000 common shares, par value of $0.001 per share

 

 

 

  Issued and outstanding: 365,191,213 and 132,678,133 common shares, respectively

365,191

 

132,678

Additional paid-in capital

55,452,951

 

44,970,398

Share subscription received

2,450,000

 

Deficit

(63,208,946)

 

(49,890,538)

Total stockholders’ deficit

(4,940,504)

 

(4,787,462)

 

 

 

 

Total liabilities and stockholders’ equity (deficit)

1,161,314

 

92,694

 

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


F-2



AMERICAN BATTERY METALS CORPORATION

Consolidated Statements of Operations

 

 

For the nine months

ended

June 30,

2020

$

 

For the twelve months

ended

September 30,

2019

$

Expenses

 

 

 

 

 

 

 

Exploration costs

292,656

 

1,037,035

General and administrative

4,094,513

 

9,449,588

 

 

 

 

Net loss from operations

(4,387,169)

 

(10,486,623)

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

Accretion and interest expense

(4,391,184)

 

(2,491,621)

Change in fair value of derivative liability

(5,863,127)

 

(218,922)

Gain on settlement of debt

1,319,326

 

571,962

Other income

3,746

 

 

 

 

 

Total other income (expense)

(8,931,239)

 

(2,138,581)

 

 

 

 

Net loss

(13,318,408)

 

(12,625,204)

 

Net loss per share, basic and diluted

(0.05)

 

(0.11)

 

Weighted average shares outstanding, basic and diluted

254,938,086

 

112,948,676

 

 

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


F-3



AMERICAN BATTERY METALS CORPORATION

Consolidated Statement of Stockholders’ Deficit

 

 

 

Series A

Preferred Shares

Common Shares

Additional

Paid-In

Capital

$

Share

Subscriptions

$

Deficit

$

Total

$

Number

#

Amount

$

Number

#

Amount

$

Balance, September 30, 2018

93,331,449

93,331

34,739,491

(37,265,334)

(2,432,512)

 

 

 

 

 

 

 

 

 

Shares issued for services

26,700,000

26,700

7,066,410

7,093,110

 

 

 

 

 

 

 

 

 

Shares issued pursuant to note conversion

22,396,684

22,397

3,119,497

3,141,894

 

 

 

 

 

 

 

 

 

Shares issued for joint venture

250,000

250

35,000

35,250

 

 

 

 

 

 

 

 

 

Share cancellation

(10,000,000)

(10,000)

10,000

 

 

 

 

 

 

 

 

 

Net loss for the year

(12,625,204)

(12,625,204)

 

 

 

 

 

 

 

 

 

Balance, September 30, 2019

132,678,133

132,678

44,970,398

(49,890,538)

(4,787,462)

 

 

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


F-4



AMERICAN BATTERY METALS CORPORATION

Consolidated Statement of Stockholders’ Deficit

 

 

Series A

Preferred Shares

Common Shares

Additional

Paid-In

Capital

$

Share Subscriptions

Received

$

Deficit

$

Total

$

Number

#

Amount

$

Number

#

Amount

$

Balance, September 30, 2019

132,678,133

132,678

44,970,398

(49,890,538)

(4,787,462)

 

 

 

 

 

 

 

 

 

Shares issued for services

24,111,031

24,111

1,048,267

1,072,378

 

 

 

 

 

 

 

 

 

Shares issued for exercise of warrants

9,924,304

9,924

(9,924)

 

 

 

 

 

 

 

 

 

Shares issued from private placement

3,750,000

3,750

146,250

150,000

 

 

 

 

 

 

 

 

 

Shares issued pursuant to note conversion

193,014,921

193,015

9,120,896

9,313,911

 

 

 

 

 

 

 

 

 

Share subscriptions received

2,450,000

2,450,000

 

 

 

 

 

 

 

 

 

Warrant cancellation

1,712,824

1,713

(1,713)

 

 

 

 

 

 

 

 

 

Fair value of share purchase warrants

179,077

179,077

 

 

 

 

 

 

 

 

 

Issuance of preferred shares

300,000

300

(300)

 

 

 

 

 

 

 

Net loss for the period

(13,318,408)

(13,318,408)

 

 

 

 

 

 

 

 

 

Balance, June 30, 2020

300,000

300

365,191,213

365,191

55,452,951

2,450,000

(63,208,946)

(4,940,504)

 

 

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


F-5



AMERICAN BATTERY METALS CORPORATION

Consolidated Statements of Cash Flows

 

 

For the nine months

ended

June 30,

2020

$

 

For the twelve months

ended

September 30,

2019

$

Operating Activities

 

 

 

Net loss

(13,318,408)

 

(12,625,204)

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

 

 

 

Accretion expense

3,971,342

 

2,241,933

Change in fair value of derivative liability

5,863,127

 

218,922

Discount on convertible notes payable

396,893

 

198,602

Fair value of share purchase warrants issued

179,077

 

Gain on settlement of debt

(1,319,326)

 

(571,962)

Shares issued for services

1,072,378

 

7,093,110

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

Prepaid expenses

(182,935)

 

135,927

Accounts payable and accrued liabilities

152,653

 

199,813

Due to related parties

166,680

 

(124,608)

Net Cash Used in Operating Activities

(3,018,519)

 

(3,233,467)

 

 

 

 

Investing Activities

 

 

 

Acquisition of equipment

(3,896)

 

Net Cash Used in Investing Activities

(3,896)

 

 

 

 

 

Financing Activities

 

 

 

Proceeds from issuance of convertible notes payable

2,522,250

 

4,601,900

Proceeds from bank loan

255,992

 

Repayment of convertible note payable

(1,533,274)

 

(1,483,831)

Proceeds from share subscriptions received

2,600,000

 

Net Cash Provided by Financing Activities

3,844,968

 

3,118,069

 

 

 

 

Change in Cash

822,553

 

(115,398)

 

 

 

 

Cash – Beginning

7,371

 

122,769

 

 

 

 

Cash – End

829,924

 

7,371

 

 

 

 

Supplemental disclosures:

 

 

 

Interest paid

64,973

 

Income taxes paid

 

 

 

 

 

Non-cash investing and financing activities:

 

 

 

Discount on convertible debenture

396,893

 

198,602

Original issuance discount on convertible debentures

149,300

 

99,750

Preferred shares issued to officers and directors

300

 

Common shares issued to settle accrued interest

 

123,795

Common shares issued for joint venture

 

35,250

Common shares issued for conversion of debt

9,313,911

 

3,018,099

 

 

 

 

 

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


F-6



AMERICAN BATTERY METALS CORPORATION

Notes to the Consolidated Financial Statements

For the nine months ended June 30, 2020 and twelve months ended September 30, 2019

 

1.Organization and Nature of Operations 

 

American Battery Metals Corporation (formerly Oroplata Resources Inc.) (“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. On July 5, 2019, the Company incorporated ABMC AG, LLC, 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. In July 2020, management changed its year end date from September 30th to June 30th, and these consolidated financial statements reflect the nine-month period ended June 30, 2020 and the twelve-month period ended September 30, 2019.

 

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 is not currently determinable, but management continues to monitor the situation.

 

Going Concern

 

These 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 June 30, 2020, the Company has not earned revenue, has a working capital deficit of $4,727,912, and an accumulated deficit of $63,208,946. 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 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 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, which has been amended from September 30.

 

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. These 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) and ABMC AG, LLC. All inter-company accounts and transactions have been eliminated on consolidation.

 

(b) Use of Estimates

 

The preparation of 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 period. The Company regularly evaluates estimates and assumptions related to the fair value of stock-based compensation, recoverability of long-lived assets, valuation of derivative liability, and deferred income tax asset valuation allowances.

 

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.


F-7



AMERICAN BATTERY METALS CORPORATION

Notes to the Consolidated Financial Statements

For the nine months ended June 30, 2020 and twelve months ended September 30, 2019

 

2.Summary of Significant Accounting Policies (continued) 

 

(c) Cash and Cash Equivalents

 

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As of June 30, 2020, and September 30, 2019, there were no cash equivalents.

 

(d) Long-Lived Assets

 

Long-lived assets, such as property and equipment, mineral properties, and purchased intangibles with finite lives (subject to amortization), are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable in accordance with ASC 360, Property, Plant, and Equipment and ASC 350, Intangibles – Goodwill and Other. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. The Company’s long-lived assets consist of vehicles, which is amortized on a straight-line basis over its estimated useful life of 6 years.

 

Recoverability of assets is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by an asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized as the amount by which the carrying amount exceeds the estimated fair value of the asset. The estimated fair value is determined using a discounted cash flow analysis. Any impairment in value is recognized as an expense in the period when the impairment occurs.

 

(e) Asset Retirement Obligations

 

The Company follows the provisions of ASC 410, Asset Retirement and Environmental Obligations, which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets.

 

(f) 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 income statement. 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 or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At June 30, 2020, the Company has 8,603,112 (September 30, 2019 – 20,094,150) potentially dilutive shares.

 

(g) Foreign Currency Translation

 

The Company’s functional and reporting currency is the United States dollar. Foreign currency transactions are primarily undertaken in Canadian dollars. Foreign currency transactions are translated to United States dollars in accordance with ASC 830, Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date.

 

Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.


F-8



AMERICAN BATTERY METALS CORPORATION

Notes to the Consolidated Financial Statements

For the nine months ended June 30, 2020 and twelve months ended September 30, 2019

 

2.Summary of Significant Accounting Policies (continued) 

 

(h) Comprehensive Loss

 

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at June 30, 2020 and September 30, 2019, the Company has no items representing comprehensive income or loss.

 

(i) Revenue Recognition

 

Revenue from the sale of minerals will be recognized in accordance with ASC 606, Revenue from Contracts with Customers, when a contract is in place and minerals are delivered to the customer.

 

(j) Financial Instruments

 

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

 

Level 1

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, amounts due to related parties, derivative liabilities, and notes payable. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets and derivative liabilities is determined based on “Level 3” inputs, which consists of unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the liabilities. Refer to Note 7. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

 

(k) Income Taxes

 

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for 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 carryforwards.

 

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.


F-9



AMERICAN BATTERY METALS CORPORATION

Notes to the Consolidated Financial Statements

For the nine months ended June 30, 2020 and twelve months ended September 30, 2019

 

2.Summary of Significant Accounting Policies (continued) 

 

(k) Income Taxes (continued)

 

Due to the Company’s net loss position from inception on October 6, 2011 to June 30, 2020, there was no provision for income taxes recorded. As a result of the Company’s losses to date, there exists doubt as to the ultimate realization of the deferred tax assets. Accordingly, a valuation allowance equal to the total deferred tax assets has been recorded at June 30, 2020.

 

(l) Stock-based Compensation

 

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. As at June 30, 2020 and September 30, 2019, the Company did not grant any stock options.

 

(m) Mineral Property Costs

 

Mineral property acquisition costs are capitalized as incurred. Exploration and evaluation costs are expensed as incurred until proven and probable reserves are established. The Company assesses the carrying costs for impairment under ASC 360, Property, Plant, and Equipment at each fiscal quarter end. 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. 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.

 

(n) Advertising and Marketing Costs

 

The Company expenses advertising and marketing development costs as incurred.

 

(o) Recent Accounting Pronouncements

 

In February 2016, Topic 842, Leases, was issued to replace the leases requirements in Topic 840, Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term.

 

The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. Topic 842 was effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods and is to be retrospectively applied. Earlier application is permitted. The Company adopted the standard on October 1, 2019. The adoption of this standard did not have a material impact on the Company´s consolidated financial statements.

 

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.


F-10



AMERICAN BATTERY METALS CORPORATION

Notes to the Consolidated Financial Statements

For the nine months ended June 30, 2020 and twelve months ended September 30, 2019

 

3.Convertible Notes Payable 

 

 

June 30,

2020

$

 

September 30,

2019

$

 

 

 

 

Crown Bridge Partners, LLC, $55,000 on January 2, 2019, unsecured, bears interest at 10% per annum, due on January 2, 2020, convertible into common stock 65% of the lowest trading price for the twenty trading days prior to conversion, unamortized discount of $nil (2019 - $32,538)

 

5,087

 

 

 

 

GS Capital Partners, LLC, $54,000 on January 3, 2019, unsecured, bears interest at 10% per annum, due on January 3, 2020, convertible into common stock at 66% of the lowest trading price in the twenty trading days prior to conversion, unamortized discount of $nil (2019 - $173)

 

6,061

 

 

 

 

GS Capital Partners, LLC, $220,000 on January 9, 2019, unsecured, bears interest at 10% per annum, due on January 9, 2020, convertible into common stock at 66% of the lowest trading price in the twenty trading days prior to conversion, unamortized discount of $nil (2019 - $21,451)

 

33,549

 

 

 

 

Eagle Equities, LLC, $220,000 on January 9, 2019, unsecured, bears interest at 10% per annum, due on January 9, 2020, convertible into common stock at 66% of the lowest trading price in the twenty trading days prior to conversion, unamortized discount of $nil (2019 - $44,946)

 

55,054


F-11



AMERICAN BATTERY METALS CORPORATION

Notes to the Consolidated Financial Statements

For the nine months ended June 30, 2020 and twelve months ended September 30, 2019

 

3.Convertible Notes Payable (continued) 

 

 

June 30,

2020

$

 

September 30,

2019

$

 

 

 

 

GS Capital Partners, LLC, $270,000 on March 18, 2019, unsecured, bears interest at 10% per annum, due on March 18, 2020, convertible into common stock at 68% of the lowest trading price in the twenty trading days prior to conversion, unamortized discount of $nil (2019 - $236,736)

 

33,264

 

 

 

 

Eagle Equities, LLC, $270,000 on March 18, 2019, unsecured, bears interest at 10% per annum, due on March 18, 2020, convertible into common stock at 68% of the lowest trading price in the twenty trading days prior to conversion, unamortized discount of $nil (2019 - $236,736)

 

33,264

 

 

 

 

BHP Capital NY Inc, $38,500 on April 8, 2019, unsecured, bears interest at 10% per annum which increases to 24% per annum on default, due on January 8, 2020, convertible into common stock at 68% of the lowest trading price in the twenty trading days prior to conversion, unamortized discount of $nil (2019 - $33,292)

 

5,208

 

 

 

 

Jefferson Street Capital, LLC, $38,500 on April 8, 2019, unsecured, bears interest at 10% per annum which increases to 24% per annum on default, due on January 8, 2020, convertible into common stock at 68% of the lowest trading price in the twenty trading days prior to conversion, unamortized discount of $nil (2019 - $33,292)

 

5,208

 

 

 

 

Eagle Equities, LLC, $325,000 on May 1, 2019, unsecured, bears interest at 10% per annum, due on May 1, 2020, convertible into common stock at 68% of the lowest trading price in the twenty trading days prior to conversion, unamortized discount of $nil (2019 - $302,195)

 

22,805

 

 

 

 

GS Capital Partners, LLC, $325,000 on May 1, 2019, unsecured, bears interest at 10% per annum, due on May 1, 2020, convertible into common stock at 68% of the lowest trading price in the twenty trading days prior to conversion, unamortized discount of $nil (2019 - $302,195)

 

22,805

 

 

 

 

GS Capital Partners, LLC, $325,000 on May 29, 2019, unsecured, bears interest at 10% per annum, due on May 29, 2020, convertible into common stock at 68% of the lowest trading price in the twenty trading days prior to conversion, unamortized discount of $nil (2019 - $308,274)

 

16,726

 

 

 

 

Power Up Lending Group Ltd, $55,000 on June 3, 2019, unsecured, bears interest at 10% per annum which increases to 22% per annum on default, due on March 30, 2020, convertible into common stock at 61% of the lowest trading price in the ten trading days prior to conversion, unamortized discount of $nil (2019 - $51,512)

 

3,488

 

 

 

 

Crossover Capital Fund I, LLC, $105,000 on June 11, 2019, unsecured, bears interest at 10% per annum, due on June 11, 2020, convertible into common stock at 68% of the lowest trading price in the twenty trading days prior to conversion, unamortized discount of $nil (2019 - $69,142)

 

35,858


F-12



AMERICAN BATTERY METALS CORPORATION

Notes to the Consolidated Financial Statements

For the nine months ended June 30, 2020 and twelve months ended September 30, 2019

 

3.Convertible Notes Payable (continued) 

 

 

June 30,

2020

$

 

September 30,

2019

$

 

 

 

 

BHP Capital NY Inc, $55,000 on June 12, 2019, unsecured, bears interest at 12% per annum which increases to 22% per annum on default, due on March 12, 2020, convertible into common stock at 68% of the lowest trading price in the twenty trading days prior to conversion, unamortized discount of $nil (2019 - $51,925)

 

3,075

 

 

 

 

Jefferson Street Capital, LLC, $55,000 on June 12, 2019, unsecured, bears interest at 12% per annum which increases to 22% per annum on default, due on March 12, 2020, convertible into common stock at 68% of the lowest trading price in the twenty trading days prior to conversion, unamortized discount of $nil (2019 - $51,925)

 

3,075

 

 

 

 

Crown Bridge Partners, LLC, $75,000 on June 13, 2019, unsecured, bears interest at 10% per annum, due on June 13, 2020, convertible into common stock at 65% of the lowest trading price in the twenty trading days prior to conversion, unamortized discount of $nil (2019 - $72,138)

 

2,862

 

 

 

GS Capital Partners, LLC, $270,000 on June 21, 2019, unsecured, bears interest at 10% per annum, due on June 21, 2020, convertible into common stock at 68% of the lowest trading price in the twenty trading days prior to conversion, unamortized discount of $nil (2019 - $213,989)

 

56,011

 

 

 

 

GS Capital Partners, LLC, $98,000 on June 27, 2019, unsecured, bears interest at 10% per annum, due on June 27, 2020, convertible into common stock at 66% of the lowest trading price in the twenty trading days prior to conversion, unamortized discount of $nil (2019 - $95,308)

 

2,692

 

 

 

 

Power Up Lending Group Ltd, $58,000 on June 27, 2019, unsecured, bears interest at 12% per annum, due on June 27, 2020, convertible into common stock at 61% of the lowest trading price in the ten trading days prior to conversion, unamortized discount of $nil (2019 - $56,202)

 

1,798

 

 

 

 

Odyssey Capital, LLC, $160,000 on July 9, 2019, unsecured, bears interest at 10% per annum, due on July 9, 2020, convertible into common stock at 60% of the lowest trading price in the fifteen trading days prior to conversion, unamortized discount of $nil (2019 - $156,400)

 

3,600

 

 

 

 

Sunshine Equity Partners., $50,000 on July 11, 2019, unsecured, bears interest at 12% per annum, due on July 11, 2020, convertible into common stock at 60% of the lowest trading price in the twenty trading days prior to conversion, unamortized discount of $nil (2019 - $48,683)

 

1,317

 

 

 

 

Power Up Lending Group Ltd., $53,000 on July 29, 2019, unsecured, bears interest at 12% per annum, due on June 15, 2020, convertible into common stock at 61% of the lowest trading price in the ten trading days prior to conversion, unamortized discount of $nil (2019 - $51,922)

 

1,078


F-13



AMERICAN BATTERY METALS CORPORATION

Notes to the Consolidated Financial Statements

For the nine months ended June 30, 2020 and twelve months ended September 30, 2019

 

3.Convertible Notes Payable (continued) 

 

 

June 30,

2020

$

 

September 30,

2019

$

 

 

 

 

Actus Fund, LLC, $175,000 on August 1, 2019, unsecured, bears interest at 10% per annum, due on August 1, 2020, convertible into common stock at 68% of the lowest closing bid in the twenty trading days prior to conversion, unamortized discount of $nil (2019 - $140,864)

 

34,136

 

 

 

 

Adar Alef, LLC, $105,000 on August 8, 2019, unsecured, bears interest at 10% per annum, due on August 8, 2020, convertible into common stock at 60% of the lowest trading price in the fifteen trading days prior to conversion, unamortized discount of $nil (2019 - $103,483)

 

1,517

 

 

 

 

Black Ice Advisors, LLC, $105,000 on August 12, 2019, unsecured, bears interest at 10% per annum, due on August 12, 2020, convertible into common stock at 60% of the lowest trading price in the fifteen trading days prior to conversion, unamortized discount of $nil (2019 - $103,600)

 

1,400

 

 

 

 

BHP Capital NY Inc., $35,200 on August 28, 2019, unsecured, bears interest at 12% per annum, due on May 28, 2020, convertible into common stock at 62% of the lower of the lowest trading price of the Company’s common stock in the twenty trading days prior to the date of conversion and the lowest trading price of the Company’s common stock in the twenty days prior to the date of issuance, unamortized discount of $nil (2019 - $34,825)

 

375

 

 

 

 

Jefferson Street, LLC, $35,200 on August 28, 2019, unsecured, bears interest at 12% per annum, due on May 28, 2020, convertible into common stock at 68% of the lower of the lowest trading price of the Company’s common stock in the twenty trading days prior to the date of conversion and the lowest trading price of the Company’s common stock in the twenty days prior to the date of issuance, unamortized discount of $nil (2019 - $29,331)

 

5,869

 

 

 

 

LG Capital Funding, LLC, $110,000 on August 28, 2019, unsecured, bears interest at 10% per annum, due on May 28, 2020, convertible into common stock at 60% of the lowest trading price of the Company’s common stock in the twenty trading days prior to the date of conversion, unamortized discount of $nil (2019 - $109,022)

 

978

 

 

 

 

EMA Financial, LLC, $150,000 on September 17, 2019, unsecured, bears interest at 10% per annum, due on January 17, 2021, convertible into common at the lower of the closing common stock price and 68% of the lowest trading price in the prior twenty trading days on which at least 100 common shares of the Company were traded including the date of conversion, unamortized discount of $nil (2019 - $149,458)

 

542

 

 

 

 

Crown Bridge Partners, LLC, $150,000 on September 22, 2019, unsecured, bears interest at 10% per annum, due on September 24, 2020, convertible into common shares at the lower of the closing common stock price and 65% of the lowest trading price in the prior twenty trading days prior to the date of conversion, unamortized discount of $nil (2019 - $54,908)

 

92


F-14



AMERICAN BATTERY METALS CORPORATION

Notes to the Consolidated Financial Statements

For the nine months ended June 30, 2020 and twelve months ended September 30, 2019

 

3.Convertible Notes Payable (continued) 

 

 

June 30,

2020

$

 

September 30,

2019

$

 

 

 

 

Power Up Lending Group Ltd., $48,000 on September 24, 2019, unsecured, bears interest at 12% per annum, due on September 24, 2020, convertible into common stock at the lower of the closing common stock price and 61% of the lowest trading price in the prior twenty trading days prior to the date of conversion, unamortized discount of $nil (2019 - $47,904)

 

96

 

 

 

 

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 $137,038 (2019 - $nil)

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 $134,584 (2019 - $nil)

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 $165,770 (2019 - $nil)

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 $76,662 (2019 - $nil)

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 $70,577 (2019 - $nil)

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 $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 $103,818 (2019 - $nil)

6,182

 

 

 

 

 


F-15



AMERICAN BATTERY METALS CORPORATION

Notes to the Consolidated Financial Statements

For the nine months ended June 30, 2020 and twelve months ended September 30, 2019

 

3.Convertible Notes Payable (continued) 

 

 

June 30,

2020

$

 

September 30,

2019

$

 

 

 

 

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 $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 $478,979 (2019 - $nil)

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 $75,816 (2019 - $nil)

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 $107,464 (2019 - $nil)

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 $146,667 (2019 - $nil)

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 $42,176 (2019 - $nil)

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 $113,318 (2019 - $nil)

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 $122,674 (2019 - $nil)

2,326

 

 

 

 

 

 

127,149

 

398,890


F-16



AMERICAN BATTERY METALS CORPORATION

Notes to the Consolidated Financial Statements

For the nine months ended June 30, 2020 and twelve months ended September 30, 2019

 

4.Equipment 

 

 

Vehicle

$

 

 

Cost:

 

 

 

Balance, September 30, 2018 and 2019

Additions

61,916

 

 

Balance, June 30, 2020

61,916

 

 

Accumulated Depreciation:

 

 

 

Balance, September 30, 2018 and 2019

Additions

3,110

 

 

Balance, June 30, 2020

3,110

 

Carrying Amounts:

 

 

 

Balance, September 30, 2019

 

 

Balance, June 30, 2020

58,806

 

5.Related Party Transactions 

 

(a) As of June 30, 2020, the Company owes $120,146 (September 30, 2019 - $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 June 30, 2020, the Company owes $85,500 (September 30, 2019 - $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 June 30, 2020, the Company owes $388,577 (September 30, 2019 - $221,897) to the Chief Executive Officer of the Company for accrued management fees. The amounts owing are unsecured, non-interest bearing, and due on demand.  

 

(d)As of June 30, 2020, the Company owes $30,726 (September 30, 2019– $30,726) to directors of the Company for accrued management fees. The amounts owing are unsecured, non-interest bearing, and due on demand.  

 

6.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.


F-17



AMERICAN BATTERY METALS CORPORATION

Notes to the Consolidated Financial Statements

For the nine months ended June 30, 2020 and twelve months ended September 30, 2019

 

6.Investment in Joint Venture (continued) 

 

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. As part of the joint venture agreement, the Company issued 250,000 common shares to CINC. Refer to Note 9.

 

7.Derivative Liabilities 

 

The Company records the fair value of the conversion price of the convertible debentures as disclosed in Note 3 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 June 30, 2020, the Company recorded a loss on the change in the fair value of derivative liability of $5,863,127 (year ended September 30, 2019 - $218,922). As at June 30, 2020, the Company recorded a derivative liability of $4,519,654 (September 30, 2019 - $3,437,200). The following inputs and assumptions were used to value the derivative liabilities outstanding during the periods ended June 30, 2020 and September 30, 2019:

 

 

June 30, 2020

 

September 30, 2019

Expected volatility

158-240%

 

75-151%

Risk free rate

0.16%

 

1.75%

Expected life (in years)

0.5-1.0

 

0.2-1.0

 

A summary of the activity of the derivative liability is shown below:

 

 

 

$

Balance, September 30, 2018

 

800,973

Derivative additions associated with convertible notes

 

3,772,666

Adjustment for conversion/prepayment

 

(1,355,361)

Mark-to-market adjustment

 

218,922

 

 

 

Balance, September 30, 2019

 

3,437,200

Derivative additions associated with convertible notes

 

2,591,119

Adjustment for conversion/prepayment

 

(7,371,792)

Mark to market adjustment

 

5,863,127

 

 

 

Balance, June 30, 2020

 

4,519,654

 

8.Loans Payable  

 

(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 a finance loan interest rate of 7.99% per annum, which is due in February 2026. As of June 30, 2020, the Company owed $59,236 (September 30, 2019 - $nil) on the finance loan, including $8,580 (September 30, 2019 - $nil) which is due in the next twelve months.  

 

(b)On May 7, 2020, the Company received $255,992 from the U.S. Small Business Administration as part of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act Paycheck Protection Program. The amount is unsecured, bears interest at 1% per annum, is payable monthly commencing on November 7, 2020, and is due on May 7, 2022. The terms of the loan provide that certain amounts may be forgiven if the funds are used for qualifying expenses as described in the CARES Act.  


F-18



AMERICAN BATTERY METALS CORPORATION

Notes to the Consolidated Financial Statements

For the nine months ended June 30, 2020 and twelve months ended September 30, 2019

 

9.Common Shares 

 

The Company’s authorized common stock consists of 1,200,000,000 shares of common stock, with par value of $0.001, and authorized Series A preferred stock of 500,000 shares of preferred stock, with par value of $0.001.

 

Period ended June 30, 2020

 

On October 1, 2019, the Company issued 300,000 Series A preferred stock to officers and directors of the Company for no consideration. The preferred stock has no conversion rights, not entitled to receive dividends, carries voting rights of 1,000 votes per share of preferred stock, and is redeemable at the option of the Company at par value of $0.001 per share.

 

On October 3, 2019, the Company issued 917,777 common shares with a fair value of $49,560 for the conversion of $30,000 of notes payable, $2,225 of accrued interest, and $23,675 of derivative liability resulting in a gain on settlement of debt of $6,340.

 

On October 8, 2019, the Company issued 577,496 common shares with a fair value of $31,185 for the conversion of $15,000 of notes payable, $500 of fees, and $17,800 of derivative liability resulting in a gain on settlement of debt of $2,115.

 

On October 10, 2019, the Company issued 2,036,114 common shares with a fair value of $97,733 for the conversion of $55,000 of notes payable, $4,129 of accrued interest, and $47,710 of derivative liability resulting in a gain on settlement of debt of $9,106.

 

On October 15, 2019, the Company issued 465,723 common shares with a fair value of $29,341 for the conversion of $12,000 of notes payable, $500 of fees, and $18,440 of derivative liability resulting in a gain on settlement of debt of $1,599.

 

On October 17, 2019, the Company issued 502,980 common shares with a fair value of $25,149 for the conversion of $13,000 of notes payable, $500 of fees, and $13,747 of derivative liability resulting in a gain on settlement of debt of $2,098.

 

On October 18, 2019, the Company issued 1,113,981 common shares with a fair value of $54,028 for the conversion of $30,000 of notes payable, $2,350 of accrued interest, and $27,088 of derivative liability resulting in a gain on settlement of debt of $5,410.

 

On October 21, 2019, the Company issued 542,526 common shares with a fair value of $29,242 for the conversion of $12,000 of notes payable, $500 of fees, $2,061 of accrued interest, and $16,874 of derivative liability resulting in a gain on settlement of debt of $2,193.

 

On October 25, 2019, the Company issued 559,768 common shares with a fair value of $27,429 for the conversion of $14,500 of notes payable, $500 of fees, $24 of accrued interest, and $15,781 of derivative liability resulting in a gain on settlement of debt of $3,376.

 

On October 25, 2019, the Company issued 481,557 common shares with a fair value of $23,596 for the conversion of $10,500 of notes payable, $500 of fees, $1,925 of accrued interest and $13,570 of derivative liability resulting in a gain on settlement of debt of $2,899.

 

On October 28, 2019, the Company issued 2,996,985 common shares for the exercise of cashless warrants.

 

On October 30, 2019, the Company issued 744,949 common shares with a fair value of $36,503 for the conversion of $20,000 of notes payable, $1,633 of accrued interest, and $19,841 of derivative liability resulting in a gain on settlement of debt of $4,972.

 

On October 31, 2019, the Company issued 500,000 common shares with a fair value of $24,500 for the conversion of $9,500 of notes payable, $500 of fees, and $16,152 of derivative liability resulting in a gain on settlement of debt of $1,652.

 

On November 4, 2019, the Company issued 820,497 common shares with a fair value of $33,640 for the conversion of $20,000 of notes payable, $1,661 of accrued interest and derivative liability of $17,362 resulting in a gain on settlement of debt of $5,383.

 

On November 8, 2019, the Company issued 815,396 common shares with a fair value of $35.877 for the conversion of $6,234 of notes payable, $1,645 of accrued interest, $13,647 of finance penalties, and $19,231 of derivative liability resulting in a gain on settlement of debt of $4,880.


F-19



AMERICAN BATTERY METALS CORPORATION

Notes to the Consolidated Financial Statements

For the nine months ended June 30, 2020 and twelve months ended September 30, 2019

 

9.Common Shares (continued) 

 

On November 8, 2019, the Company issued 5,560,000 common shares with a fair value of $233,520 for consulting services including 1,000,000 common shares with a fair value of $42,000 to a director of the Company.

 

On November 12, 2019, the Company issued 972,587 common shares with a fair value of $39,876 for the conversion of $25,000 of notes payable, $1,653 of accrued interest, and $20,360 of derivative liability resulting in a gain on settlement of debt of $7,137.

 

On November 20, 2019, the Company issued 994,354 common shares with a fair value of $35,797 for the conversion of $20,000 of notes payable, $1,367 of accrued interest, and $19,506 of derivative liability resulting in a gain on settlement of debt of $5,076.

 

On November 20, 2019, the Company issued 1,986,954 common shares with a fair value of $71,531 for the conversion of $40,000 of notes payable, $2,696 of accrued interest, and $37,954 of derivative liability resulting in a gain on settlement of debt of $9,119.

 

On November 21, 2019, the Company issued 850,000 common shares with a fair value of $34,000 for the conversion of $11,825 of notes payable, $500 of fees, and $23,375 of derivative liability resulting in a gain on settlement of debt of $1,700.

 

On November 29, 2019, the Company issued 996,680 common shares with a fair value of $37,874 for the conversion of $20,000 of notes payable, $1,417 of accrued interest, and $21,476 of derivative liability resulting in a gain on settlement of debt of $5,018.

 

On December 6, 2019, the Company issued 607,477 common shares with a fair value of $20,958 for the conversion of $13,000 of notes payable and $11,339 of derivative liability resulting in a gain on settlement of debt of $3,381.

 

On December 9, 2019, the Company issued 746,269 common shares with a fair value of $25,224 for the conversion of $15,000 of notes payable and $14,028 of derivative liability resulting in a gain on settlement of debt of $3,804.

 

On December 10, 2019, the Company issued 999,524 common shares with a fair value of $32,984 for the conversion of $20,000 of notes payable, $1,478 of accrued interest, and $16,607 of derivative liability resulting in a gain on settlement of debt of $5,101.

 

On December 11, 2019, the Company issued 845,771 common shares with a fair value of $25,458 for the conversion of $17,000 of notes payable and $13,874 of derivative liability resulting in a gain on settlement of debt of $5,416.

 

On December 12, 2019, the Company issued 700,000 common shares with a fair value of $22,820 for the conversion of $9,650 of notes payable, $500 of fees, and $14,396 of derivative liability resulting in a gain on settlement of debt of $1,726.

 

On December 13, 2019, the Company issued 703,704 common shares with a fair value of $22,167 for the conversion of $10,000 of notes payable, $3,300 of accrued interest, and $12,107 of derivative liability resulting in a gain on settlement of debt of $3,240.

 

On December 13, 2019, the Company issued 822,281 common shares with a fair value of $25,902 for the conversion of $15,000 of notes payable, $500 of fees, and $12,103 of derivative liability resulting in a gain on settlement of debt of $1,701.

 

On December 16, 2019, the Company issued 2,079,180 common shares with a fair value of $62,375 for the conversion of $40,000 of notes payable, $2,981 of accrued interest, and $33,668 of derivative liability resulting in a gain on settlement of debt of $14,274.

 

On December 16, 2019, the Company issued 567,874 common shares with a fair value of $17,036 for the conversion of $7,000 of notes payable, $500 of fees, $2,872 of accrued interest, and $7,416 of derivative liability resulting in a gain on settlement of debt of $752.

 

On December 17, 2019, the Company issued 1,047,754 common shares with a fair value of $35,624 for the conversion of $20,000 of notes payable, $1,517 of accrued interest, and $16,552 of derivative liability resulting in a gain on settlement of debt of $2,444.

 

On December 24, 2019, the Company issued 932,920 common shares with a fair value of $38,670 for the conversion of $6,650 of notes payable, $500 of fees, and $29,558 of derivative liability resulting in a loss of settlement of debt of $1,962.

 

On December 24, 2019, the Company issued 1,561,157 common shares with a fair value of $64,710 for the conversion of $25,000 of notes payable, $1,646 of accrued interest, and $43,120 of derivative liability resulting in a gain on settlement of debt of $5,056.


F-20



AMERICAN BATTERY METALS CORPORATION

Notes to the Consolidated Financial Statements

For the nine months ended June 30, 2020 and twelve months ended September 30, 2019

 

9.Common Shares (continued) 

 

On December 27, 2019, the Company issued 896,925 common shares with a fair value of $30,047 for the conversion of $14,000 of notes payable, $500 of fees, $133 of accrued interest, and $16,948 of derivative liability resulting in a gain on settlement of debt of $1,535.

 

On December 30, 2019, the Company issued 1,164,572 common shares with a fair value of $32,608 for the conversion of $18,500 of notes payable, $500 of fees, and $14,929 of derivative liability resulting in a gain on settlement of debt of $1,321.

 

On January 2, 2020, the Company issued 2,316,826 common shares with a fair value of $81,090 for the conversion of $40,000 of note payable, $3,167 of accrued interest, and $49,831 of derivative liability resulting in a gain on settlement of debt of $11,908.

 

On January 2, 2020, the Company issued 1,567,942 common shares with a fair value of $54,878 for the conversion of $25,000 of note payable, $1,708 of accrued interest, and $36,380 of derivative liability resulting in a gain on settlement of $8,210.

 

On January 2, 2020, the Company issued 892,857 common shares with a fair value of $31,250 for the conversion of $15,000 of note payable and $19,062 of derivative liability resulting in a gain on settlement of $2,812.

 

On January 3, 2020, the Company issued 1,553,815 common shares with a fair value of $49,722 for the conversion of $21,500 of note payable, $3,530 of accrued interest, $500 of fees, and $48,168 of derivative liability resulting in a gain on settlement of $2,500.

 

On January 3, 2020, the Company issued 2,000,000 common shares with a fair value of $64,000 for the conversion of $25,933 of note payable, $6,697 of accrued interest and $36,589 of derivative liability resulting in a gain on settlement of $5,219.

 

On January 3, 2020, the Company issued 892,857 common shares with a fair value of $28,572 for the conversion of $15,000 of note payable and $16,833 of derivative liability resulting in a gain on settlement of $3,261.

 

On January 6, 2020, the Company issued 860,000 common shares with a fair value of $25,800 for the conversion of $11,311 of note payable, $750 fees and $15,573 of derivative liability resulting in a gain on settlement of $1,834.

 

On January 6, 2020, the Company issued 1,264,782 common shares with a fair value of $37,944 for the conversion of $20,000 of note payable, $94 of accrued interest, $500 of fees and $19,661 of derivative liability resulting in a gain on settlement of $2,311.

 

On January 6, 2020, the Company issued 1,071,429 common shares with a fair value of $32,143 for the conversion of $18,000 of note payable and $17,815 of derivative liability resulting in a gain on settlement of $3,672.

 

On January 7, 2020, the Company issued 802,381 common shares with a fair value of $24,874 for the conversion of $10,000 of note payable, $3,622 of accrued interest and $14,098 of derivative liability resulting in a gain on settlement of $2,846.

 

On January 7, 2020, the Company issued 1,569,981 common shares with a fair value of $48,669 for the conversion of $25,000 of note payable, $1,743 of accrued interest and $27,445 of derivative liability resulting in a gain on settlement of $5,519.

 

On January 10, 2020, the Company issued 1,395,332 common shares for a fair value of $35,581 for the conversion of $20,000 of note payable, $1,014 of accrued interest and $21,671 of derivative liability resulting in a gain on settlement of $7,104.

 

On January 13, 2020, the Company issued 1,938,768 common shares for a fair value $52,347 for the conversion of $30,000 of note payable, $2,142 of accrued interest and $26,911 of derivative liability resulting in a gain on settlement of $6,706.

 

On January 14, 2020, the Company issued 1,340,000 common shares for a fair value of $45,560 for the conversion of $17,306 of note payable, $750 of fees and $31,041 of derivative liability resulting in a gain on settlement of $3,537.

 

On January 14, 2020, the Company issued 916,963 common shares for a fair value of $31,177 for the conversion of $14,000 of note payable, $600 of accrued interest, $500 of fees and $19,647 of derivative liability resulting in a gain on settlement of $3,570.

 

On January 14, 2020, the Company issued 5,021,366 common shares for a fair value of $170,726 for the conversion of $79,067 of note payable, $572 accrued interest and $114,349 of derivative liability resulting in a gain on settlement of $23,262.


F-21



AMERICAN BATTERY METALS CORPORATION

Notes to the Consolidated Financial Statements

For the nine months ended June 30, 2020 and twelve months ended September 30, 2019

 

9.Common Shares (continued) 

 

On January 15, 2020, the Company issued 1,500,000 common shares for a fair value of $100,470 for the conversion of $19,462 of note payable, $750 of fees and $100,470 of derivative liability resulting in a gain on settlement of 21,212.

 

On January 15, 2020, the Company issued 4,649,492 common shares for a fair value of $311,422 for the conversion of $75,000 of note payable, $5,938 of accrued interest and $247,423 derivative liability resulting in a gain on settlement of $16,939.

 

On January 15, 2020, the Company issued 2,805,479 common shares for a fair value of $187,911 for the conversion of $40,000 of note payable, $2,082 of accrued interest and $154,571 of derivative liability resulting in a gain on settlement of $8,742.

 

On January 15, 2020, the Company issued 3,232,955 common shares for a fair value of $216,543 for the conversion of $50,000 of note payable, $3,597 of accrued interest and $168,041 of derivative liability resulting in a gain on settlement of $5,095.

 

On January 16, 2020, the Company issued 3,233,793 common shares for a fair value of $181,093 for the conversion of $50,000, accrued interest of $3,611 and derivative liability of $132,763 resulting in a gain on settlement of $5,281.

 

On January 17, 2020, the Company issued 5,263,014 common shares for a fair value of $302,623 for the conversion of $75,000 of note payable, $3,945 of accrued interest and $242,111 of derivative liability resulting in a gain on settlement of $18,433.

 

On January 22, 2020, the Company issued 2,591,056 common shares for a fair value of $82,914 for the conversion of $40,000 of note payable, $2,956 accrued interest and $53,413 of derivative liability resulting in a gain on settlement of $13,455.

 

On January 23, 2020, the Company issued 1,757,077 common shares for a fair value of $70,248 for the conversion of $25,000 of note payable, $1,295 accrued interest and $52,557 of derivative liability resulting in a gain of settlement of $8,604.

 

On January 23, 2020, the Company issued 3,761,200 common shares with a fair value of $150,448 for consulting services.

 

On January 23, 2020, the Company issued 3,475,000 common shares with a fair value of $139,000 for consulting services including 1,000,000 common shares with a fair value of $40,000 to a director of the Company.

 

On January 27, 2020, the Company issued 4,679,001 common shares with a fair value of $170,784 for the conversion of $75,000 of note payable, $6,793 of accrued interest and $150,648 of derivative liability resulting in a gain on settlement of $61,657.

 

On January 27, 2020, the Company issued 2,594,407 common shares with a fair value of $94,695 for the conversion of $40,000 of note payable, $3,011 of accrued liability and $59,353 of derivative liability resulting in a gain on settlement of $7,669.

 

On January 30, 2020, the Company issued 2,596,417 common shares with a fair value of $84,383 for the conversion of $40,000, $2,683 of accrued interest and $50,666 of derivative liability resulting in a gain on settlement of 8,966.

 

On February 4, 2020, the Company issued 6,467,394 common shares with a fair value of $239,293 for the conversion of $98,000 of note payable, $5,907 of accrued interest, $105 of fees and $166,151 of derivative liability resulting in a gain on settlement of $30,870.

 

On February 5, 2020, the Company issued 2,503,957 common shares with a fair value of $113,930 for the conversion of $40,000 of note payable, $3,589 of accrued interest and $72,495 of derivative liability resulting in a gain on settlement of $2,154.

 

On February 5, 2020, the Company issued 670,000 common shares with a fair value of $30,485 for the conversion of $8,278 of note payable, $750 of fees and $22,106 of derivative liability resulting in a gain on settlement of $649.

 

On February 6, 2020, the Company issued 5,026,425 common shares with a fair value of $201,057 for the conversion of $78,630 of note payable, $4,375 of accrued interest and $134,206 of derivative liability resulting in a gain on settlement of $16,154.

 

On February 10, 2020, the Company issued 9,723,549 common shares with a fair value of $495,901 for the conversion of $150,000 of note payable, $11,096 of accrued interest, $105 of fees and $366,278 of derivative liability resulting in a gain on settlement of $31,578.


F-22



AMERICAN BATTERY METALS CORPORATION

Notes to the Consolidated Financial Statements

For the nine months ended June 30, 2020 and twelve months ended September 30, 2019

 

9.Common Shares (continued) 

 

On February 10, 2020, the Company issued 1,118,568 common shares with a fair value of $57,047 for the conversion of $20,000 of note payable and $37,087 of derivative liability resulting in a gain on settlement of $40.

 

On February 10, 2020, the Company issued 7,834,840 common shares with a fair value of $399,577 for the conversion of $125,000 of note payable, $14,524 of accrued interest and $269,904 of derivative liability resulting in a gain on settlement of $9,851.

 

On February 11, 2020, the Company issued 2,051,298 common shares with a fair value of $137,355 for the conversion of $18,641 of note payable, $4,564 of accrued interest, $1,500 of fees and $108,919 of derivative liability resulting in a gain on settlement of $3,731.

 

On February 12, 2020, the Company issued 1,388,889 common shares with a fair value of $83,333 for the conversion of $25,000 of note payable and $65,150 of derivative liability resulting in a gain on settlement of $6,817.

 

On February 14, 2020, the Company issued 2,688,172 common shares with a fair value of $161,290 for the conversion of 50,000 of note payable, $3,550 of accrued interest and $127,306 of derivative liability resulting in a gain on settlement of $19,566.

 

On February 19, 2020, the Company issued 9,301,308 common shares with a fair value of $836,188 for the conversion of $175,000 of note payable, $14,529 of accrued interest, $105 of fees and $238,239 of derivative liability resulting in a loss on settlement on 408,315.

 

On February 19, 2020, the Company issued 3,643,827 common shares with a fair value of $327,580 for the conversion of $60,000 of note payable, $5,472 of accrued interest and $327,580 of derivative liability resulting in a gain on settlement of $65,472.

 

On February 24, 2020, the Company issued 10,000,000 common shares with a fair value of 400,000 for consulting services including 6,000,000 common shares with a fair value of $240,000 to three directors of the Company.

 

On February 24, 2020, the Company issued 9,206,396 common shares with a fair value of $535,996 for the conversion of $175,000 of note payable, $12,705 of accrued interest, $105 of fees and $398,306 of derivative liability resulting in a gain on settlement of $50,120.

 

On February 27, 2020, the Company issued 1,313,822 common shares for the exercise of cashless warrants.

 

On March 1, 2020, the Company issued 2,104,577 common shares with a fair value of $99,967 for the conversion of $35,200 of note payable, $2,147 of accrued interest, $500 fees and $68,868 of derivative liability resulting in a gain on settlement of 3,748.

 

On March 2, 2020, the Company issued 2,049,666 common shares with a fair value of $97,359 for the conversion of $35,200 of note payable, $2,159 of accrued interest, $500 of fees and $69,374 of derivative liability resulting in a gain on settlement of $9,874.

 

On March 4, 2020, the Company issued 7,910,062 common shares with a fair value of $514,154 for the conversion of $150,000 of note payable, $11,635 of accrued interest, $105 of fees and $390,342 of derivative liability resulting in a gain on settlement of $37,928.

 

On March 24, 2020, the Company issued 5,082,065 common shares with a fair value of $193,118 for the conversion of $90,000 of note payable. $6,657 of accrued interest, $105 of fees and $127,986 of derivative liability resulting in a gain on settlement of $31,630.

 

On April 7, 2020, the Company issued 5,666,272 common shares with a fair value of $214,185 for the conversion of $100,000 of note payable. $7,781 of accrued interest, $105 of fees and $134,929 of derivative liability resulting in a gain on settlement of $28,630.

 

On April 17, 2020, the Company issued 4,545,632 common shares with a fair value of $259,101 for the conversion of $80,000 of note payable. $6,959 of accrued interest, $105 of fees and $177,250 of derivative liability resulting in a gain on settlement of $5,213.


F-23



AMERICAN BATTERY METALS CORPORATION

Notes to the Consolidated Financial Statements

For the nine months ended June 30, 2020 and twelve months ended September 30, 2019

 

9.Common Shares (continued) 

 

On April 22, 2020, the Company issued 1,544,271 common shares with a fair value of $64,859 for the conversion of $29,150 of note payable. $1,817 of accrued interest, $500 of fees and $47,556 of derivative liability resulting in a gain on settlement of $14,164.

 

On April 22, 2020, the Company issued 1,555,098 common shares with a fair value of $76,977 for the conversion of $29,150 of note payable. $1,827 of accrued interest, $500 of fees and $58,343 of derivative liability resulting in a gain on settlement of $12,842.

 

On April 29, 2020, the Company issued 2,512,923 common shares with a fair value of $150,775 for the conversion of $52,000 of note payable. $2,817 of accrued interest, $105 of fees and $115,796 of derivative liability resulting in a gain on settlement of $19,942.

 

On April 29, 2020, the Company issued 2,093,860 common shares for the exercise of cashless warrants.

 

On May 20, 2020, the Company issued 5,657,363 common shares for the exercise of cashless warrants.

 

On May 22, 2020, the Company issued 6,874,831 common shares with a fair value of $382,928 for consulting services and management fee.

 

On June 19, 2020, the Company issued 859,259 common shares for the exercise of cashless warrants.

 

On June 29, 2020, the Company issued 3,750,000 units for proceeds of $150,000. Each unit is comprised of one common share of the Company and 0.8 share purchase warrants 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.

 

On June 30, 2020, the Company issued 1,712,824 common shares as part of the settlement for the exercise of cashless warrants.

 

As at June 30, 2020, the Company received share subscriptions of $2,450,000 for the future issuance of private placement units at $0.04 per unit, where each unit is comprised of one common share of the Company and 0.8 share purchase warrants 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. Refer to Note 12.

 

Year Ended September 30, 2019

 

On October 8, 2018, the Company issued 2,500,000 common shares with a fair value of $357,500 for services, including 1,000,000 common shares to the Chief Executive Officer of the Company and 1,000,000 shares to a director of the Company.

 

On October 10, 2018, the Company issued 250,000 common shares with a fair value of $35,250 as part of the joint venture agreement with CINC.

 

On October 11, 2018, the Company issued 193,986 common shares with a fair value of $22,308 for the conversion of $20,000 of notes payable resulting in a loss on settlement of debt of $2,308.

 

On October 12, 2018, the Company issued 240,096 common shares with a fair value of $27,611 for the conversion of $20,000 of notes payable resulting in a loss on settlement of debt of $7,611.

 

On October 15, 2018, the Company issued 216,086 common shares with a fair value of $21,047 for the conversion of $18,000 of notes payable resulting in a loss on settlement of debt of $3,047.

 

On October 16, 2018, the Company issued 280,505 common shares with a fair value of $40,673 for the conversion of 20,000 of notes payable resulting in a loss on settlement of debt of $20,673.

 

On October 16, 2018, the Company issued 100,000 common shares with a fair value of $14,500 for consulting services.


F-24



AMERICAN BATTERY METALS CORPORATION

Notes to the Consolidated Financial Statements

For the nine months ended June 30, 2020 and twelve months ended September 30, 2019

 

9.Common Shares (continued) 

 

On October 17, 2018, the Company issued 175,035 common shares with a fair value of $25,800 for the conversion of $7,800 of notes payable and $4,680 of accrued interest resulting in a loss on settlement of debt of $13,320.

 

On October 19, 2018, the Company issued 550,000 common shares with a fair value of $90,750 for consulting services.

 

On October 23, 2018, the Company issued 150,000 common shares with a fair value of $42,000 for consulting services.

 

On October 25, 2018, the Company issued 869,285 common shares with a fair value of $139,086 for the conversion of $58,800 of notes payable and $3,180 of accrued interest resulting in a loss on settlement of debt of $77,106.

 

On October 26, 2018, the Company issued 414,785 common shares with a fair value of $66,366 for the conversion of $25,000 of notes payable and $1,281 of accrued interest resulting in a loss on settlement of debt of $40,085.

 

On November 7, 2018, the Company issued 443,478 common shares with a fair value of $51,000 as part of a conversion of notes payable at $0.115 per share.

 

On November 13, 2018, the Company issued 833,895 common shares with a fair value of $179,287 for the conversion of $50,000 of notes payable and accrued interest of $2,836 resulting in a loss on settlement of debt of $126,451.

 

On November 19, 2018, the Company issued 796,073 common shares with a fair value of $151,254 for the conversion of $75,000 of notes payable and accrued interest of $2,445 resulting in a loss on settlement of debt of $73,809.

 

On November 21, 2018, the Company issued 420,870 common shares with a fair value of $48,400 for the conversion of notes payable at $0.115 per share.

 

On December 18, 2018, the Company issued 448,696 common shares with a fair value of $51,600 for the conversion of notes payable at $0.115 per share.

 

On December 26, 2018, the Company issued 420,870 common shares with a fair value of $48,400 for the conversion of notes payable at $0.115 per share.

 

On January 8, 2019, the Company issued 708,006 common shares with a fair value of $207,446 upon the conversion of $75,000 of convertible notes payable $4,438 of accrued interest, and derivative liability of $138,845 resulting in a gain on settlement of debt of $10,837.

 

On January 11, 2019, the Company issued 12,700,000 common shares with a fair value of $4,362,320 for services, including 2,000,000 common shares with a fair value of $703,600 to the Chief Executive Officer of the Company, and 4,000,000 common shares with a fair value of $1,407,200 to directors of the Company.

 

On January 11, 2019, the Company issued 300,000 common shares with a fair value of $105,540 for consulting services.

 

On January 11, 2019, the Company issued 180,181 common shares with a fair value of $62,234 upon the conversion of $15,000 of convertible notes payable, resulting in a gain on settlement of debt of $159.

 

On January 14, 2019, the Company issued 180,180 common shares with a fair value of $62,234 upon the conversion of $15,000 of convertible notes payable and derivative liability of $47,316, resulting in a gain on settlement of debt of $82.

 

On February 7, 2019, the Company issued 434,783 common shares with a fair value of $50,000 for the conversion of $39,000 of notes payable and $11,000 of accrued interest at $0.115 per share.

 

On February 22, 2019, the Company issued 629,833 common shares with a fair value of $135,414 upon the conversion of $75,000 of convertible notes payable, $4,438 of accrued interest, and $59,352 of derivative liability resulting in a gain on settlement of debt of $3,376.


F-25



AMERICAN BATTERY METALS CORPORATION

Notes to the Consolidated Financial Statements

For the nine months ended June 30, 2020 and twelve months ended September 30, 2019

 

9.Common Shares (continued) 

 

On February 27, 2019, the Company cancelled 10,000,000 common shares that were previously issued for consulting services.

 

On February 27, 2019, the Company issued 6,100,000 common shares with a fair value of $1,220,000 for consulting services, including 1,000,000 common shares with a fair value of $200,000 to a director of the Company.

 

On February 28, 2019, the Company issued 750,000 common shares with a fair value of $151,500 for consulting services.

 

On March 19, 2019, the Company issued 110,000 common shares with a fair value of $24,090 for the conversion of $9,400 of convertible notes payable and derivative liability of $14,750, resulting in a gain on settlement of debt of $60.

 

On April 23, 2019, the Company issued 300,000 common shares with a fair value of $74,250 for consulting services.

 

On May 8, 2019, the Company issued 184,930 common shares with a fair value of $48,082 for the conversion of $18,100 of convertible notes payable, $1,742 of accrued interest, and derivative liability of $22,363, resulting in a loss on settlement of debt of $5,377.

 

On June 11, 2019, the Company issued 552,381 common shares with a fair value of $132,516 for the conversion of $75,000 of convertible notes payable, $3,842 of accrued interest and derivative liability of $61,803, resulting in a gain on settlement of debt of $8,129.

 

On June 11, 2019, the Company issued 869,565 common shares with a fair value of $100,000 as part of a conversion of notes payable at $0.115 per share.

 

On July 8, 2019, the Company issued 1,650,000 common shares with a fair value of $396,000 for consulting services.

 

On July 15, 2019, the Company issued 1,352,240 common shares with a fair value of $311,015 as part of a conversion of $190,000 of convertible notes payable, $11,192 of accrued interest and derivative liability of $133,574, resulting in a gain on settlement of debt of $23,750.

 

On July 19, 2019, the Company issued 1,414.000 common shares with a fair value of $162,610 as part of the conversion of $136,100 of convertible notes payable and $26,510 of accrued interest.

 

On July 30, 2019, the Company issued 160,552 common shares with a fair value of $27,294 for the settlement of $15,000 of convertible notes payable, conversion fees of $500, accrued interest of $9, and derivative liability of $12,388 resulting in a gain on settlement of debt of $603.

 

On July 31, 2019, the Company issued 129,453 common shares with a fair value of $23,302 for the settlement of $12,500 of convertible notes payable and $10,853 of derivative liability resulting in a gain on settlement of debt of $51.

 

On August 1, 2019, the Company issued 300,000 common shares with a fair value of $54,000 for consulting services.

 

On August 8, 2019, the Company issued 196,711 common shares with a fair value of $34,424 for the settlement of $20,000 of convertible notes payable, conversion fees of $500, and derivative liability of $13,998 resulting in a gain on settlement of debt of $74.

 

On August 12, 2019, the Company issued 167,946 common shares with a fair value of $28,551 for the settlement of $17,500 of convertible notes payable and $11,110 of derivative liability resulting in a gain on settlement of debt of $59.

 

On August 21, 2019, the Company issued 1,500,000 common shares with a fair value of $226,500 for consulting services including 1,000,000 common shares with a fair value of $151,000 to the Chief Executive Officer of the Company.

 

On August 22, 2019, the Company issued 1,233,035 common shares with a fair value of $188,038 for the conversion of $110,000 of convertible notes payable, $6,781 of accrued interest, and $76,580 of derivative liability resulting in a gain on settlement of debt of $5,223.


F-26



AMERICAN BATTERY METALS CORPORATION

Notes to the Consolidated Financial Statements

For the nine months ended June 30, 2020 and twelve months ended September 30, 2019

 

9.Common Shares (continued) 

 

On August 27, 2019, the Company issued 310,606 common shares with a fair value of $34,167 for the conversion of $20,000 of convertible notes payable, conversion fees of $500, and derivative liability of $13,717 resulting in a gain on settlement of debt of $50.

 

On August 27, 2019, the Company issued 303,030 common shares with a fair value of $33,333 for the conversion of $20,000 of convertible notes payable and $13,383 of derivative liability resulting in a gain on settlement of debt of $50.

 

On September 3, 2019, the Company issued 507,826 common shares with a fair value of $49,513 for the settlement of $30,000 of convertible notes payable, conversion fees of $500, and derivative liability of $19,078 resulting in a gain on settlement of debt of $65.

 

On September 3, 2019, the Company issued 249,727 common shares with a fair value of $24,348 for the settlement of $15,000 of convertible notes payable, $988 of accrued interest, and $9,149 of derivative liability resulting in a gain on settlement of debt of $789.

 

On September 5, 2019, the Company issued 504,919 common shares with a fair value of $40,394 for the settlement of $25,000 of convertible notes payable, $1,660 of accrued interest, and $15,344 of derivative liability resulting in a gain on settlement of debt of $1,610.

 

On September 6, 2019, the Company issued 388,257 common shares with a fair value of $29,090 for the settlement of $20,000 of convertible notes payable, conversion fees of $500, and derivative liability of $8,620 resulting in a gain on settlement of debt of $40.

 

On September 9, 2019, the Company issued 622,086 common shares with a fair value of $42,862 for the settlement of $25,000 of convertible notes payable, $1,688 of accrued interest, and $17,260 of derivative liability resulting in a gain on settlement of debt of $1,086.

 

On September 11, 2019, the Company issued 426,997 common shares with a fair value of $43,554 for the settlement of $15,000 of convertible notes payable, $500 of conversion fees, and $28,080 of derivative liability resulting in a gain on settlement of debt of $25.

 

On September 11, 2019, the Company issued 471,763 common shares with a fair value of $48,120 for the settlement of $12,500 of convertible notes payable, $500 of conversion fees, and $2,913 of accrued interest and derivative liability resulting in a loss on settlement of debt of $32,207.

 

On September 11, 2019, the Company issued 650,000 common shares with a fair value of $66,300 for the settlement of $17,375 of convertible notes payable, $500 of conversion fees, and $49,683 of derivative liability resulting in a gain on settlement of debt of $1,258.

 

On September 13, 2019, the Company issued 200,000 common shares with a fair value of $14,000 for consulting services.

 

On September 16, 2019, the Company issued 736,532 common shares with a fair value of $51,395 for the settlement of $30,000 of convertible notes payable, $2,100 of accrued interest, and $50,051 of derivative liability resulting in a gain on settlement of debt of $2,564.

 

On September 17, 2019, the Company issued 1,619,344 common shares with a fair value of $100,399 for the settlement of $55,000 of convertible notes payable, $3,782 of accrued interest, and $50,872 of derivative liability resulting in a gain on settlement of debt of $9,255.

 

On September 17, 2019, the Company issued 463,843 common shares with a fair value of $28,758 for the settlement of $10,000 of convertible notes payable, $500 of conversion fees, $6,338 of accrued interest, and $1,487 of derivative liability resulting in a loss on settlement of debt of $10,433.


F-27



AMERICAN BATTERY METALS CORPORATION

Notes to the Consolidated Financial Statements

For the nine months ended June 30, 2020 and twelve months ended September 30, 2019

 

9.Common Shares (continued) 

 

On September 18, 2019, the Company issued 884,298 common shares with a fair value of $79,587 for the settlement of $30,000 of convertible notes payable, $2,100 of accrued interest, and $50,051 of derivative liability resulting in a gain on settlement of debt of $2,564.

 

10.Share Purchase Warrants 

 

 

Number of

warrants

 

Weighted average exercise price

$

Balance, September 30, 2018 and 2019

8,925,334

 

0.09

Issued

6,522,224

 

0.16

Exercised

(5,610,807)

 

0.09

Expired

(1,233,639)

 

0.09

 

 

 

 

Balance, June 30, 2020

8,603,112

 

0.14

 

Additional information regarding share purchase warrants as of June 30, 2020, is as follows:

 

 

Outstanding and exercisable

 

Range of

Exercise Prices

$

Number of Warrants

Weighted Average Remaining Contractual Life (years)

 

0.1

3,250,000

1.1

 

0.15

4,500,000

2.2

 

0.17

250,000

0.1

 

0.18

361,112

0.1

 

0.5

242,000

0.0

 

 

 

 

 

 

8,603,112

3.5

 

 

11.Income Taxes 

 

The Company has $24,600,000 of net operating losses carried forward to offset taxable income in future years which expire commencing in fiscal 2032. The income tax benefit differs from the amount computed by applying the US federal income tax rate at 21% per annum to net loss before income taxes. As at June 30, 2020 and September 30, 2019, the Company had no uncertain tax positions.

 

 

June 30,

2020

$

 

September 30,

2019

$

Net loss before taxes

13,318,408

 

12,625,204

Statutory rate

21%

 

21%

 

 

 

 

Computed expected tax recovery

2,796,866

 

2,651,293

Permanent differences and other

(1,437,275)

 

(396,668)

Change in valuation allowance

(1,359,591)

 

(2,254,625)

 

 

 

 

Income tax provision

-

 


F-28



AMERICAN BATTERY METALS CORPORATION

Notes to the Consolidated Financial Statements

For the nine months ended June 30, 2020 and twelve months ended September 30, 2019

 

11.Income Taxes (continued) 

 

The significant components of deferred income tax assets and liabilities as at June 30, 2020 and September 30, 2019 after applying enacted corporate income tax rates are as follows:

 

 

2020

$

 

2019

$

 

 

 

 

Net operating losses carried forward

5,166,165

 

3,806,574

Valuation allowance

(5,166,165)

 

(3,806,574)

 

 

 

 

Net deferred tax asset

 

 

12.Subsequent Events 

 

(a)On July 9, 2020, the Company issued 7,950,000 common shares as consideration for consulting services.  

 

(b)On July 9, 2020, the Company issued 6,081,150 common shares pursuant to the conversion of $147,250 of convertible notes payable and $5,890 accrued interests dated June 25, 2020. 

 

(c)On August 18, 2020, the Company issued 1,000,000 common shares as consideration for management fees and 1,890,000 common shares as consideration for marketing consulting fees.  

 

(d)On August 26, 2020, the Company issued 2,196,822 common shares pursuant to the conversion of $100,000 convertible notes payable and $5,342 accrued interests dated August 20, 2020. 

 

(e)On August 27, 2020, the Company issued 5,055,132 common shares pursuant to the exercise of warrants. 

 

(f)On September 16, 2020, the Company issued 1,696,856 common shares pursuant to the conversion of $77,200 convertible notes payable and $4,653 accrued interests dated September 14, 2020. 

 

Subsequent to June 30, 2020, the Company issued 60,625,000 common shares to various parties for proceeds of $2,425,000 received during the nine months ended June 30, 2020 as part of the private placement at $0.04 per unit. Each unit is comprised of one common share of the Company and 0.8 share purchase warrants 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.


F-29



 

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

 

None.

 

Item 9A. Controls and Procedures

 

a) Disclosure Controls and Procedures

 

The Company maintains disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In addition, the Company contracts with an independent firm to review and test its internal controls. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

 

As of June 30, 2020, the Company’s management carried out an evaluation of the effectiveness of our disclosure controls and procedures as such term is defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934. Based on that evaluation, it was concluded the disclosure controls and procedures were not effective as of June 30, 2020.

 

(b) Report of Management on Internal Control over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(e) and 15d-15(f) of the Exchange Act. The Company has designed internal controls to provide reasonable, but not absolute, assurance that financial statements are prepared in accordance with U.S. GAAP. The Company assesses the effectiveness of internal controls based on the criteria set forth in the 2013 Internal Control - Integrated Framework developed by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management has concluded that the Company’s internal controls over financial reporting was not effective as of June 30, 2020.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Item 9B. Other Information

 

None.


22



PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

 

The following table sets forth the names and ages of our current directors and executive officers, the principal offices and positions held by each person:

 

Name

 

Age

 

Positions

William Hunter

 

52

 

Director

Douglas MacLellan

 

65

 

Director

Douglas Cole

 

65

 

Director, Chairman, CEO, CFO, Secretary

Ryan Melsert

 

38

 

Director, CTO

 

William Hunter, Director

 

Mr. Hunter, age 52, received his B.Sc. from DePaul University in Chicago and an MBA with distinction from the Kellstadt School of Business at DePaul University. Mr. Hunter is currently the CFO of AMCI Group and CEO and board member of AMCI Acquisition Corp (Nasdaq: AMCIU). He is a seasoned financial executive with over 20 years of advisory and capital markets experience and has been involved in over $20 billion of transactions throughout his career in the natural resources and industrial industries. Prior to joining AMCI, Mr. Hunter led the Americas Banking team at Nomura where he advised Mitsui in their acquisition of a minority interest in the Moatize Coal Mining complex from Vale and Globe Specialty Metals in their $3.1 billion ‘merger of equals’ transaction with FerroAtlantica. Before Nomura he led industrial and natural resource teams at Jefferies, TD Securities and BMO Nesbitt Burns.

 

There have been no transactions since the beginning of the Company's last fiscal year, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which Mr. Hunter (or any member of his immediate family) had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K. The appointment of Mr. Hunter was not pursuant to any arrangement or understanding between him and any person, other than a director or executive officer of the Company acting in his or her official capacity.

 

Douglas MacLellan, Director

 

Mr. MacLellan, age 65, currently serves as Chairman of the Board of eWellness Healthcare Corporation (OTCQB: EWLL), since May 2013. From November 2009 to December 2017 Mr. MacLellan was an independent director and Chairman of the Audit Committee of ChinaNet Online Holdings, Inc. (NASDAQ: CNET) a media development, advertising and communications company. From June 2011 to present Mr. MacLellan has been Chairman of Innovare Products, Inc., a privately held company that develops innovative consumer products. From May 2014 to October 2016, Mr. MacLellan was a member of the Board as an independent director of Jameson Stanford Resources Corporation (OTCBB: JMSN) an early stage mining company. From September 1992 through April 2014, Mr. MacLellan held various Board positions and was Chairman and chief executive officer at Radient Pharmaceuticals Corporation. (OTCQB: RXPC.PK), a vertically integrated specialty pharmaceutical company. He also continued to serve as president and chief executive officer for the MacLellan Group, an international financial advisory firm from March 1992 through January 2016. From August 2005 to May 2009, Mr. MacLellan was co-founder and vice chairman at Ocean Smart, Inc., a Canadian based aquaculture company. From February 2002 to September 2006, Mr. MacLellan served as chairman and cofounder at Broadband Access MarketSpace, Ltd., a China based IT advisory firm, and was also co-founder at Datalex Corp., a software and IT company specializing in mainframe applications, from February 1997 to May 2002. Mr. MacLellan was educated at the University of Southern California in economics and international relations.

 

There have been no transactions since the beginning of the Company's last fiscal year, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which Mr. MacLellan (or any member of his immediate family) had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K. The appointment of Mr. MacLellan was not pursuant to any arrangement or understanding between him and any person, other than a director or executive officer of the Company acting in his or her official capacity.


23



Douglas Cole, Director, CEO, CFO, Controller, Secretary

 

Mr. Cole, age 65, has been a Partner overseeing all ongoing deal activities with Objective Equity LLC since 2005, a boutique investment bank focused on the high technology, data analytics and the mining sector. Mr. Cole currently serves on the Board of Directors of eWellness Healthcare Corporation (EWLL). Since 1977 Mr. Cole has held various executive roles, including Chairman, Executive Vice Chairman, Chief Executive Officer and President of multiple public corporations. From May 2000 to September 2005, he was also the Director of Lair of the Bear, The University of California Family Camp located in Pinecrest, California. During the period between 1991 and 1996 he was the CEO of HealthSoft and he also founded and operated Great Bear Technology, which acquired Sony Image Soft and Starpress, then went public and eventually sold to Graphix Zone. In 1995 Mr. Cole was honored by NEA, a leading venture capital firm, as CEO of the year. In 1997 Mr. Cole became CEO of NetAmerica until merging in 1999. Since 1982 he has been very active with the University of California, Berkeley mentoring early-stage technology companies. Mr. Cole has extensive experience in global M&A and global distributions. He obtained his BA in Social Sciences from UC Berkeley in 1978.

 

There have been no transactions since the beginning of the Company's last fiscal year, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which Mr. Cole (or any member of his immediate family) had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K. The appointment of Mr. Cole was not pursuant to any arrangement or understanding between him and any person, other than a director or executive officer of the Company acting in his or her official capacity.

 

Ryan Melsert, Director, CTO

 

Mr. Melsert, age 38, is the CTO at American Battery Metals Corporation, overseeing all aspects of the Company’s battery metal extraction and battery recycling divisions. Mr. Melsert specializes in the development and scale-up of highly innovative first-of-kind systems. This development process consists of fundamental conceptual design, rigorous thermodynamic and process modeling, design and fabrication of bench-scale prototypes, construction and operation of integrated pilot systems, and implementation of commercial-scale systems. Joining the Company in August 2019, Mr. Melsert has been accelerating the development and implementation of the Company’s proprietary battery metal extraction technologies and battery recycling programs with the planning and construction of a multi-functional facility. Since June 2019, Mr. Melsert has been the CEO of M2 Thermal Solutions whose first-of-kind residential air conditioning system, that exhibits a disruptive ~400% improvement in energy efficiency over current state-of-the-art systems, has been accepted as one of eight finalist designs in the Global Cooling Prize challenge. From May 2015 to March 2019 Mr. Melsert served as R&D Manager for Tesla's Giga Factory Battery Materials Processing group. He founded and led this cross-functional team of mechanical and chemical engineers who implemented first principles design to develop novel first-of-kind systems for the extraction, purification, and synthesis of precursor and active battery materials. This development scope included the fundamental conceptual design, rigorous thermodynamic and process modeling, design and fabrication of bench-scale prototypes, construction and operation of integrated pilot systems, and implementation of commercial scale systems for the processing of battery materials. During this time Mr. Melsert was awarded 5 different patents. From April 2013 to May 2015 Mr. Melsert served as R&D Manager, Advanced Energy & Transportation Technologies for Southern Research where he led a project team of 5-10 chemical/mechanical engineers in fundamental design of first-of-kind systems throughout energy systems field. While there, Mr. Melsert wrote and won several DOE grants in addition to winning the company-wide “Invention of the Year” 2015, presented at ARPA-E Innovation Summit. From September 2010 to March 2013 Mr. Melsert served as an Energy Systems Consultant for the Advanced Technology Development Center in Atlanta Georgia. From January 2008 to June 2011 Mr. Melsert was the Program Manager at General Motors while also serving as the Lead Development Engineer for a solar driven chemical heat engine from May 2008 to December 2018 which was sponsored by King Saud University in Riyadh, Saudi Arabia. From August 2005 to September 2009 Mr. Melsert was the Lead Development Engineer for C2 Biofuels. In 2005 Mr. Melsert worked at Lockheed Martin as a Fluid Dynamics Engineer. Mr. Melsert has 12 publications to his name written between 2007 and 2015. His education includes an MS in Mechanical Engineering and an MBA from Georgia Tech awarded in 2007 and 2011, and a BS in Mechanical Engineering with Minors in Engineering Mechanics, French, and International Studies from Penn State University awarded in 2004.

 

There have been no transactions since the beginning of the Company's last fiscal year, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which Mr. Melsert (or any member of his immediate family) had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K. The appointment of Mr. Melsert was not pursuant to any arrangement or understanding between him and any person, other than a director or executive officer of the Company acting in his or her official capacity.


24



Director Qualifications

 

We believe that our directors should have the highest professional and personal ethics and values, consistent with our longstanding values and standards. They should have broad experience at the policy-making level in business or banking. They should be committed to enhancing stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Their service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties for us. Each director must represent the interests of all stockholders. When considering potential director candidates, the Board also considers the candidate’s character, judgment, diversity, age and skills, including financial literacy and experience in the context of our needs and the needs of the Board.

 

Family Relationships

 

None.

 

Involvement in Certain Legal Proceedings

 

Our directors and executive officers have not been involved in any of the following events during the past ten years:

 

·Any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 

·Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 

·Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities; 

·Being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; 

·Being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 

·Being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.  

 

Code of Ethics

 

The Company has not adopted a Code of Ethics and Business Conduct. Management intends to adopt a Code of Ethics and Business Conduct in the near future.

 

Term of Office

 

Our directors are appointed to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our Bylaws. Our officers are appointed by our Board and hold office until removed by the Board, absent an employment agreement.

 

Conflicts of Interest

 

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board has not established an audit committee and does not have an audit committee financial expert, nor has the Board established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company is in the early stages of operations. The Company has four directors, two of which are not involved in the management of the Company, and to date, such directors have been performing the functions of such committees. The involvement of the two non-management directors mitigates some potential conflict of interest issues.


25



Section 16(a) Beneficial Ownership Compliance Reporting

 

Section 16(a) of the Exchange Act requires a company’s directors and officers, and persons who own more than 10% of any class of a company’s equity securities which are registered under Section 12 of the Exchange Act, to file with the SEC reports of ownership on Form 3 and reports of changes in ownership on Forms 4 and 5. Such officers, directors and 10% stockholders are also required to furnish the company with copies of all Section 16(a) reports they file. Based solely on our review of the copies of such forms received by us and on written representations from certain reporting persons as of June 30, 2020, we do not believe that all Section 16(a) reports applicable to our officers, directors and 10% stockholders with respect to the period ended June 30, 2020 have been filed.

 

Item 11. Executive Compensation

 

Summary Compensation Table

 

Name

and

Principal

Position

Fiscal Year Ended

9/30/19 and

Transition

Period

Ended

6/30/20

Salary

($)

Bonus

($)

Stock Awards

($)

Option Awards

($)

Non-Equity Incentive

Plan

Compensation

($)

Nonqualified Deferred

Compensation

Earnings

($)

All Other Compensation

($)

Total

($)

 

Douglas Cole

CEO, CFO,

and Chairman

of the Board

 

 

 

2019

250,000

-

1,237,600

-

-

-

-

1,487,600.00

2020

341,346

60,000

135,700

-

-

-

-

537,046.00

 

Douglas

MacLellan

Director

 

 

2019

57,500

-

886,600

-

-

-

-

944,100.00

2020

47,500

20,000

122,000

-

-

-

-

189,500.00

 

William

Hunter

Director

 

 

2019

65,000

-

903,600

-

-

-

-

968,600.00

2020

47,500

20,000

120,000

-

-

-

-

187,500.00

 

Ryan Melsert

Director, Chief

Technology

Officer

 

 

 

2019

-

-

-

-

-

-

-

-

2020

156,250

-

233,720

-

-

-

24,000.00

413,970.00

 

Outstanding Equity Awards

 

Since incorporation on October 6, 2011 to June 30, 2020, we have not granted any stock options or stock appreciation rights to our executive officer or directors.

 

Compensation of Directors and Officers

 

As of June 30, 2020, we had no standard arrangement to compensate our directors for their services in the capacity as a director. On December 29, 2017, the Company entered into consulting agreements with Mr. Douglas Cole, Mr. William Hunter, and Mr. Douglas MacLellan and entered into an employment agreement with its executive officer, Mr. Douglas Cole. On September 16, 2019 the Company entered into an employment agreement with its Chief Technology Officer, Mr. Ryan Melsert. On September 8, 2020, the Company entered into a director agreement with Mr. Ryan Melsert. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.


26



Item 12. Security Ownership of Certain Beneficial Owners and Management

 

The following table sets forth certain information as of September 21, 2020 regarding the beneficial ownership of our common stock and preferred stock, based on 451,686,173 shares of Common Stock issued and outstanding and 300,000 shares of preferred stock issued and outstanding, by (i) each person or entity who, to our knowledge, owns more than 5% of our common stock or preferred stock and (ii) each executive officer and director. Unless otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power and that person’s address is deemed to be the address of our principal executive offices.

 

Shares of common stock subject to options, warrants, or other rights currently exercisable or exercisable within 60 days of September 21, 2020, are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the stockholder holding such options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other stockholder.

 

Name of Beneficial Owner

 

Number of Shares of Common Stock

Beneficially Owned

 

Percentage of Common Stock

Beneficially Owned

 

Number of Shares of Preferred Stock

Beneficially Owned1

 

Percentage of Preferred Stock

Beneficially Owned

William Hunter

 

11,190,000

 

2.48%

 

100,000

 

33%

Douglas Cole

 

16,190,000

 

3.58%

 

100,000

 

33%

Douglas MacLellan

 

9,190,000

 

2.03%

 

100,000

 

33%

Ryan Melsert

 

10,075,000

 

2.23%

 

0

 

0%

 

1 Each share of preferred stock entitles the holder to cast 1,000 votes and such shares vote with the common stock as a single class.

 

There are no arrangements known to the Company which may at a subsequent date result in a change-in-control.

 

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

 

Related Party Transactions

 

As of June 30, 2020, the Company owes $120,146 (September 30, 2019 - $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.  

 

As of June 30, 2020, the Company owes $85,500 (September 30, 2019 - $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.  

 

As of June 30, 2020, the Company owes $388,577 (September 30, 2019 - $221,897) to the Chief Executive Officer of the Company for accrued management fees.  The amounts owing are unsecured, non-interest bearing, and due on demand.

 

As of June 30, 2020, the Company owes $30,726 (September 30, 2019– $30,726) to directors of the Company for accrued management fees. The amounts owing are unsecured, non-interest bearing, and due on demand.

 

Director Independence

 

Douglas Cole and Ryan Melsert are not independent within the meaning of Section 5605 of NASDAQ.

 

Item 14. Principal Accounting Fees and Services

 

The aggregate fees billed for the two most recently completed fiscal years for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal periods were as follows:

 

 

 

Nine months ended

June 30, 2020

 

Year Ended

September 30, 2019

Audit Fees

$

43,000

$

17,000

Audit-Related Fees

 

-

 

-

Tax Fees

 

-

 

-

All Other Fees

 

-

 

-

Total

$

43,000

$

17,000


27



PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

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

 

Exhibit

Description

Filed Herein

Incorporated

Date

By

Form

Reference

Exhibit

3.1

Articles of Incorporation, as amended

x

 

 

 

3.2

Bylaws

 

May 22, 2013

S-1

3.2

3.3

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

 

October 8, 2019

8-K

3.1

3.4

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

 

February 19, 2020

8-K

 

10.1

Securities Purchase Agreement by and between American Battery Metals Corporation and Power Up Lending Group Ltd. dated April 6, 2020.

x

 

 

 

10.2

Convertible Promissory Note of American Battery Metals Corporation in favor of Power Up Lending Group Ltd. dated April 6, 2020.

x

 

 

 

10.3

Securities Purchase Agreement by and between American Battery Metals Corporation and Adar Alef, LLC dated April 7, 2020.

x

 

 

 

10.4

Convertible Promissory Note of American Battery Metals Corporation in favor of Adar Alef, LLC dated April 7, 2020.

x

 

 

 

10.5

Securities Purchase Agreement by and between American Battery Metals Corporation and Auctus Fund, LLC dated April 10, 2020.

x

 

 

 

10.6

Convertible Promissory Note of American Battery Metals Corporation in favor of Auctus Fund, LLC dated April 10, 2020.

x

 

 

 

10.7

Securities Purchase Agreement by and between American Battery Metals Corporation and Power Up Lending Group Ltd. dated April 21, 2020.

x

 

 

 

10.8

Convertible Promissory Note of American Battery Metals Corporation in favor of Power Up Lending Group Ltd. dated April 21, 2020.

x

 

 

 

10.9

Securities Purchase Agreement by and between American Battery Metals Corporation and Black Ice Advisors, LLC dated April 22, 2020.

x

 

 

 

10.10

Convertible Promissory Note of American Battery Metals Corporation in favor of Black Ice Advisors, LLC dated April 22, 2020.

x

 

 

 

10.11

Securities Purchase Agreement by and between American Battery Metals Corporation and Efrat Investments, LLC dated April 23, 2020.

x

 

 

 

10.12

Convertible Promissory Note of American Battery Metals Corporation in favor of Efrat Investments, LLC dated April 23, 2020.

x

 

 

 

31.1

Certification of Chief Executive 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

 

 

 

101

INS XBRL Instant Document.

x

 

 

 

101

SCH XBRL Taxonomy Extension Schema Document

x

 

 

 

101

CAL XBRL Taxonomy Extension Calculation Linkbase Document

x

 

 

 

101

LAB XBRL Taxonomy Label Linkbase Document

x

 

 

 

101

PRE XBRL Taxonomy Extension Presentation Linkbase Document

x

 

 

 

101

DEF XBRL Taxonomy Extension Definition Linkbase Document

x

 

 

 


28



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.

 

 

 

 

 

 

AMERICAN BATTERY METALS CORPORATION

(Registrant)

 

 

 

 

 

Date: September 28, 2020

By:

/s/ Douglas D Cole

 

 

 

Douglas D Cole

 

 

 

Chief Executive Officer,

Chief Financial Officer

 

 

 

 

 

 

 

 


29