Item
1.01
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Entry
Into A Material Definitive Agreement.
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On September 27, 2021, American Battery Metals
Corporation (the “Company”) entered into a securities purchase agreement (“Purchase Agreement”) with the purchasers
set forth on the signature page thereto (the “Purchasers”) for the purchase and sale of an aggregate of 25,389,611
shares of the Company’s common stock (the “Shares”), and warrants to purchase an aggregate of up to 25,389,611 shares
of common stock (“Warrants”), in a registered direct offering at a combined purchase price of $1.54 per Share and Warrant,
for aggregate gross proceeds to the Company of approximately $39,100,000. The Warrants are immediately exercisable and
may be exercised at any time until September 29, 2026, at an exercise price of $1.75 per share.
Pursuant
to an engagement letter dated June 16, 2021 between the Company and Jett Capital Advisors, LLC (the “Placement Agent”), the
Company engaged the Placement Agent to act as the Company’s placement agent in connection with the offering and agreed to pay the
Placement Agent a cash fee of 5% of the gross proceeds the Company receives in the offering. In addition, the Company agreed to issue
to the Placement Agent (or its designees) warrants (the “Placement Agent Warrants”) to purchase a number of shares equal
to 5% of the gross proceeds sold under the Purchase Agreement, or warrants to purchase up to an aggregate of 1,955,000
shares. The Placement Agent Warrants generally will have the same terms as the Warrants, except they will have an exercise period of
thirty-six months form the date of issuance.
The
gross proceeds from the registered direct offering are expected to be approximately $39,100,000, excluding any proceeds that may
be received upon the cash exercise of the Warrants, before deducting the estimated offering expenses payable by the Company, including
the placement agent fees. This registered direct offering is expected to close on September 29, 2021.
The
Shares and Warrants (and underlying shares) were offered, and will be issued, pursuant to the Prospectus Supplement, dated September
28, 2021, to the Prospectus included in the Company’s Registration Statement on Form S-3 (Registration No. 333- 252492). Originally
filed with the Securities and Exchange Commission on January 28, 2021, as amended, which became effective on March 15, 2021. This Current
Report on Form 8-K shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the shares in any
state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
Sichenzia
Ross Ference LLP, counsel to the Company, has issued an opinion to the Company regarding the validity of the securities to be issued
in the offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The
foregoing summaries of the terms of the Purchase Agreement, Warrants, and Placement Agent Warrants described herein are subject
to, and qualified in their entirety by, such documents, which are incorporated herein by reference.