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

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.

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~~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).

Indicate by check mark whether the registrant is a ~~large-accelerated~~large–accelerated filer, an accelerated filer, a ~~non-accelerated~~non–accelerated filer, a smaller reporting company, or an emerging growth company. See definition of ~~“large-accelerated~~“large–accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” Rule ~~12b-2~~12b–2 of the Exchange Act.

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~~12b–2 of the Exchange Act)

The number of shares of the Registrant’s common stock, par value $0.001 per share, outstanding as of ~~May 16,~~November 14, 2022, were ~~645,695,337~~648,553,448 ...

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

Operating results for the ~~three months~~fiscal quarter ended ~~March 31,~~September 30, 2022, are not necessarily indicative of the results that can be expected for the fiscal year ending June 30, ~~2022.~~2023.


	March 31, 2022 (Unaudited)			June 30, 2021			September 30, 2022 (Unaudited)			June 30, 2022
ASSETS
Current assets

Cash	$	36,323,316		$	12,843,502		$	20,873,852		$	28,989,166
Investments		44,624			-			26,433			21,013
Prepaid expenses and deposits		400,929			1,292,216
Grants receivable								74,190			–
Prepaid expenses								774,008			878,813

Total current assets		36,768,869			14,135,718			21,748,483			29,888,992

Property and equipment, net (Note 3)		15,741,458			5,484,225			19,975,897			18,876,895
Intangible assets (Note 4)		3,815,910			1,643,160
Right-of-use asset		273,449			-
Mining properties (Note 4)								8,000,000			–
Intangible assets (Note 5)								3,851,899			3,851,899
Right–of–use asset (Note 7)								218,940			244,203
Total assets	$	56,599,686		$	21,263,103		$	53,795,219		$	52,861,989

LIABILITIES & STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable and accrued liabilities	$	3,528,576		$	1,616,852		$	6,329,023		$	3,052,141
Due to related parties (Note 5)		205,646			205,646

Total current liabilities		3,734,222			1,822,498			6,329,023			3,052,141

Long-term liabilities		204,081			-
Long–term liabilities								146,925			175,789

Total liabilities		3,938,303			1,822,498			6,475,948			3,227,930

Commitments and contingencies (Note 11)								-			-

STOCKHOLDERS’ EQUITY

Series A Preferred Stock Authorized: 500,000 preferred shares, par value of $0.001 per share issued and outstanding: nil and 500,000 preferred share as of March 31, 2022 and June 30, 2021, respectively		-			500
Common Stock Authorized: 1,200,000,000 common shares, par value of $0.001 per share issued and outstanding: 644,138,631 common shares as of September 30, 2022 and June 30, 2022								644,139			644,139

Series B Preferred Stock Authorized: 2,000,000 preferred shares, par value of $10.00 per share issued and outstanding: nil preferred shares as of March 31, 2022 and June 30, 2021		-			-

Series C Preferred Stock Authorized: 2,000,000 preferred shares, par value of $10.00 per share issued and outstanding: nil and 207,700 preferred shares as of March 31, 2022 and June 30, 2021, respectively		-			2,077,000

Common Stock Authorized: 1,200,000,000 common shares, par value of $0.001 per share issued and outstanding: 645,695,337 and 573,267,632 common shares as of March 31, 2022 and June 30, 2021, respectively		645,695			573,268

Preferred Stock		-			-
Additional paid-in capital		183,792,910			121,615,738
Additional paid–in capital								187,646,349			187,550,288
Common stock issuable		7,500			247,750			98,605			75,000
Accumulated deficit		(131,784,722	)		(105,073,651	)		(141,069,822	)		(138,635,368	)

Total stockholders’ equity		52,661,383			19,440,605			47,319,271			49,634,059

Total liabilities and stockholders’ equity	$	56,599,686		$	21,263,103		$	53,795,219		$	52,861,989

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


	Three months ended March 31, 2022			Three months ended March 31, 2021			Nine months ended March 31, 2022			Nine months ended March 31, 2021			Three months ended September 30, 2022			Three months ended September 30, 2021
Operating expenses

Exploration costs	$	202,555		$	211		$	473,539		$	109,910		$	349,153		$	80,695
Research and development														219,816			215,952
General and administrative		2,631,020			6,806,803			26,454,436			31,727,157			2,008,167			19,690,639

Total operating expenses		2,833,575			6,807,014			26,927,975			31,837,067			2,577,136			19,987,286

Net loss before other income (expense)		(2,833,575	)		(6,807,014	)		(26,927,975	)		(31,837,067	)		(2,577,136	)		(19,987,286	)

Other income (expense)

Accretion and interest expense		(5,962	)		(713,970	)		(10,102	)		(2,914,470	)
Financing costs		-			(41	)		-			(405,137	)
Change in fair value of derivative liability (Note 7)		-			(12,637,125	)		-			(19,655,296	)
Gain on settlement of debt		-			15,220,668			-			18,683,279
Gain on sale of mining claims		153,393			-			153,393			-
Unrealized loss on investment		(5,376	)		-			(5,376	)		-
Other income		60,969			1,396			100,744			1,396

Total other income (expense)		203,024			1,870,928			238,659			(4,290,228	)
Gain on sale of mining claims														98,919			–
Unrealized gain on investment														5,420			–
Other income														38,343			14,000

Total other income														142,682			14,000

Net loss attributable to stockholders	$	(2,630,551	)	$	(4,936,086	)	$	(26,689,316	)	$	(36,127,295	)	$	(2,434,454	)	$	(19,973,286	)

Net loss per share, basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.04	)	$	(0.08	)	$	(0.00	)	$	(0.03	)

Weighted average shares outstanding		634,379,111			506,775,985			619,973,643			476,505,278			644,138,631			594,396,799

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


	Nine months ended March 31, 2022			Nine months ended March 31, 2021			Three months ended September 30, 2022			Three months ended September 30, 2021

Operating Activities

Net loss, attributable to stockholders	$	(26,689,316	)	$	(36,127,295	)	$	(2,434,454	)	$	(19,973,286	)

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

Accretion expense		-			2,803,429
Depreciation expense		36,818			7,741			13,014			10,949
Right-of-use asset amortization		38,121			-
Net change in operating lease liability		(21,384	)		-
Change in fair value of derivative liability		-			19,655,296
Discount on convertible notes payable		-			73,500
Gain on settlement of debt		-			(18,683,279	)
Shares issued for services		18,086,443			27,072,162
Amortization of right-of-use assets								25,263			–
Share–based compensation – employees								96,061			115,106
Shares issuable for services – non–employees								23,605			16,954,100
Loss on impairment		186,779			-			–			186,779
Settlement of mining claims in stock		(50,000	)		-
Unrealized loss on investment		5,376			-
Unrealized gain on investment								(5,420	)		–

Changes in operating assets and liabilities:

Grants receivable								(74,190	)		–
Prepaid expenses and deposits		891,287			(184,253	)		104,805			(498,552	)
Accounts payable and accrued liabilities		254,676			561,498			(1,757,604	)		606,908
Due to related parties		-			(419,303	)
Net change in operating lease liability								(28,864	)		–

Net Cash Used in Operating Activities		(7,261,200	)		(5,240,504	)		(4,037,784	)		(2,597,996	)

Investing Activities

Acquisition of property and equipment		(8,805,942	)		(907,380	)		(77,530	)		(3,410,558	)
Mineral claim deposit								(4,000,000	)		–
Purchase of water rights		(2,172,750	)		(817,000	)		–			(2,172,750	)

Net Cash Used In Investing Activities		(10,978,692	)		(1,724,380	)
Net Cash Used in Investing Activities								(4,077,530	)		(5,583,308	)

Financing Activities

Dividends paid		(125,700	)		-
Proceeds from issuance of convertible notes payable		-			1,350,000
Repayment of convertible note payable		-			(1,761,397	)
Repayment of note payable		-			(59,236	)
Proceeds from share purchase agreement		-			10,431,638
Proceeds from exercise of share purchase warrants		918,750			614,974			–			318,750
Proceeds from issuance of common shares		43,088,006			2,508,250			–			43,088,006
Share issuance costs		(2,161,350	)		-			–			(2,161,350	)

Net Cash Provided by Financing Activities		41,719,706			13,084,229			–			41,245,406

Change in Cash		23,479,814			6,119,345			(8,115,314	)		33,064,102

Cash – Beginning		12,843,502			829,924			28,989,166			12,843,502

Cash – End	$	36,323,316		$	6,949,269		$	20,873,852		$	45,907,604

Supplemental disclosures
Interest paid		10,102			-

Non-cash investing and financing activities
Non–cash investing and financing activities

Fair value of preferred shares redeemed		100			-
Noncash mineral claim acquisition costs in accounts payable								4,000,000			–
Noncash construction costs in accounts payable		1,674,888			-			1,034,486
Initial value of lease liabilities		311,570			-
Discount on convertible debt		-			403,378
Original issuance discount on convertible debt		-			51,000
Beneficial conversion feature on convertible debt		-			271,000
Common shares issued for conversion of debt		-			7,913,392
Preferred shares issued for conversion of debt		-			400,000
Dividends declared								–			15,747
Common shares issued for conversion of preferred shares		2,216,000			412,500			–			1,675,000
Common shares issued for acquisition of property		-			271,779
Fair value of commission warrants issued		2,699,039			-			–			2,699,039

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

For the ~~period~~fiscal quarters ended ~~March 31,~~September 30, 2022 and 2021

American Battery Technology Company (“ABTC”) is a startup company in the ~~lithium-ion~~lithium–ion battery industry that is working to increase the domestic US production of battery materials, such as lithium, nickel, cobalt and manganese through its engagement in the exploration of new primary resources of battery metals, in the development and commercialization of new technologies for the extraction of these battery metals from primary resources, and in the commercialization of an internally developed integrated process for the recycling of ~~lithium-ion~~lithium–ion batteries. Through this ~~three-pronged~~three–pronged approach ABTC is working to both increase the domestic production of these battery materials, and to ensure that as these materials reach their end of lives that the constituent elemental battery metals are returned to the domestic manufacturing supply chain in a ~~closed-loop~~closed–loop fashion.

The Company was incorporated under the laws of the State of Nevada on October 6, 2011 for the purpose of acquiring rights to mineral properties with the eventual objective of being a producing mineral company. We have limited operating history and have not yet generated or realized any revenues from our activities. Our principal executive offices are located at 100 Washington ~~Ave.,~~Street, Suite 100, Reno, NV 89503.

During the ~~nine months~~fiscal quarter ended ~~March 31,~~September 30, 2022, the Company incurred a net loss of $~~26.7~~ 2.4million and used cash of $~~7.3~~4.0 million for operating activities. At ~~March 31,~~September 30, 2022, the Company has an accumulated deficit of $~~131.8~~ 141.0million.

~~On September 27, 2021, the Company secured net proceeds of $36,938,651~~ ~~to construct and commission its lithium-ion battery recycling pilot plant, fund operations, and increase research and development activities.~~ The Company believes ~~its recent capital raise, and~~ its current cash holdings will be sufficient to meet its future working capital needs. The Company cannot give assurance that it can increase its cash balances or limit its cash consumption and thus maintain sufficient cash balances for its planned operations. The Company may need to raise additional capital in the future. However, the Company cannot assure that it will be able to raise additional capital on acceptable terms, or at all. ~~Subject to the foregoing, management~~Management believes that the Company has sufficient capital and liquidity to fund its operations for at least one year from the date of issuance of the accompanying financial statements.

These condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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

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

Certain prior year amounts disclosed in “General and administrative” expenses on the Statements of Operations have been reclassified to “Research and development” expense for consistency with the current year presentation. These reclassifications have no effect on the previously reported results of operations and cash flows for the fiscal quarter ended September 30, 2021.

These condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The interim financial statements and notes thereto should be read in conjunction with the Company’s latest Annual Report on Form ~~10-K~~10–K for the fiscal year ended June 30, ~~2021.~~2022. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

The preparation of these condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the fair value of ~~stock-based~~stock–based compensation, recoverability of ~~long-lived~~long–lived assets 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.

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~~if–converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock ~~options, warrants~~awards and ~~convertible shares.~~warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

At ~~March 31,~~September 30, 2022, the Company had ~~41,210,611~~40,310,611 potentially-dilutive shares consisting of share purchase warrants ~~outstanding~~ exercisable into ~~41,210,611~~40,210,611 common shares ~~that are dilutive in nature.~~and 100,000 restricted share units (RSUs) equivalent to 100,000 common shares.

Costs of lease, exploration, carrying and retaining unproven mineral properties are expensed as incurred. The Company expenses all mineral exploration costs as incurred as it is still in the exploration stage. If the Company identifies proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it will enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs are amortized on a units-of-production basis over the proven and probable reserves following the commencement of production. Interest expense allocable to the cost of developing mining properties and to construct new facilities is capitalized until assets are ready for their intended use.

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

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

ASC 930-805 provides that in measuring the fair value of mineral assets, an acquirer should consider both:

(a) The value beyond proven and probable reserves (“VBPP”) to the extent that a market participant would include VBPP in determining the fair value of the assets.

(b) The effects of anticipated fluctuations in the future market price of minerals in a manner that is consistent with the expectations of market participants.

Research and development (“R&D”) costs are accounted for in accordance with ASC 730 - Research and Development. ASC 730-10-25 requires that all R&D costs be recognized as an expense as incurred. However, some costs associated with R&D activities that have an alternative future use (e.g., materials, equipment, facilities) may be capitalizable.

The Company has been awarded federal grant awards for specific R&D programs. Under ASU No. 2021-10 – Government Assistance, the Company recognizes invoiced government funds as an offset to R&D expenditures in the period the qualifying costs are incurred. The Company believes this best reflects the expected net expenditures associated with these programs.

In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments, requiring bifurcation only if the convertible debt feature qualifies as a derivative under ASC 815 or for convertible debt issued at a substantial premium. The ASU is effective for annual reporting periods beginning after December 15, 2021, including interim reporting periods within those annual periods, with early adoption permitted no earlier than the fiscal year beginning after December 15, 2020. The Company is currently evaluating the timing and method of adoption and the related impact of the new guidance on the earnings per share and on its financial statements.

In November 2021, FASB issued ASU No. ~~2021-10~~2021–10 “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance.” This ASU will improve the transparency of government assistance received by most business entities by requiring the disclosure of: (1) the types of government assistance received; (2) the accounting for such assistance; and (3) the effect of the assistance on a business entity’s financial statements. ASU No. ~~2021-10~~2021–10 is effective for financial statements issued for annual periods beginning after December 15, 2021, with early application permitted. This ASU is applicable to the Company’s fiscal year beginning July 1, 2022. ~~The Company is currently evaluating the timing and method of adoption and the related impact of the new guidance on the earnings per share and on its financial statements.~~

The building and equipment expenditures are currently under construction and are not available for use.

~~The~~In February 2021, the Company ~~has impaired~~entered into an agreement to purchase land with a fair value of $85,000 located in Tonopah, NV in exchange for an agreed-upon number of common shares though the transaction had not cleared escrow. In September 2021, the Company later issued the shares whereby the stock price had increased. To correct the carrying value, ~~of land purchased February 2021 in Tonopah, NV. The~~the Company ~~adjusted the carrying value of the land to that of the closing price stated in the agreement ($85,000). The~~recognized impairment is due to the change in value of the stock from the time the agreement was originally executed to the time the stock was transferred into the mutual escrow account. The execution of the contract in full, including title transfer, did not occur until September 2021. The Company has adjusted the carrying value of the land using the agreed-upon contract price of the parcel at inception of the contract. Loss on impairmentexpense of $186,779 that is recognized in general and administrative expenses for the ~~nine months~~fiscal quarter ended ~~March 31,~~September 30, 2021.

During the fiscal quarter ended September 30, 2022, the Company exercised its option to purchase unpatented mining claims in Tonopah, NV for $8.0 million. Payment for the claims was due in two equal installments.

As of September 30, 2022, the Company has made one of two installments of $4.0 million, paid in cash. The Company has included the remaining installment of $4.0 million in accrued liabilities at September 30, 2022 and it is due for payment in October 2022.

For the ~~period~~fiscal quarters ended ~~March 31,~~September 30, 2022 and 2021

To date, the Company has purchased water rights in the City of Fernley, Nevada for approximately $~~3,815,910~~3.9. million. The water rights will be used to ensure the Company’s lithium-ion battery recycling plant will have adequate water to operate at full capacity once construction is complete. The water rights are treated in accordance with ASC 350, Intangible Assets, and have an unlimited useful life ~~given that there are~~upon assignment to a property through use of a will-serve, which has no expiration ~~dates~~date.

The Company evaluates noteworthy events for necessary adjustment to the carrying value of intangible assets, on a quarterly basis. The Company did not recognize any impairment on its intangible assets for the ~~water rights acquired by the Company.~~fiscal quarter ended September 30, 2022 and 2021.

~~As of March 31,~~The Company recorded no related party transactions during the fiscal quarters ended September 30, 2022 and 2021. At June 30, 2022 and September 30, 2022, the Company ~~owes $205,646~~ ~~(June 30, 2021 - $205,646) to two former executives of the Company for advances made to the Company to fund day-to-day operations. The amounts owing are unsecured, non-interest bearing, and due on demand.~~did not have any related party assets or liabilities.

A lease provides the lessee the right to control the use of an identified asset for a period in exchange for consideration. Operating lease ~~right-of-use~~right–of–use assets (“~~ROU~~RoU assets”) are presented within the asset section of the Company’s Consolidated Balance Sheets, while lease liabilities are included within the liability section of the Company’s Consolidated Balance Sheets as of ~~March 31,~~June 30, 2022 and September 30, 2022.

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

The discount rate used to determine the commencement date present value of lease payments is the interest rate implicit in the lease, or when that is not readily determinable, the Company estimates a rate of ~~8.0~~8.0%% for the ~~period~~fiscal quarter ending ~~March 31,~~September 30, 2022 based on historical lending agreements. ~~ROU~~RoU assets include any lease payments required to be made prior to commencement and exclude lease incentives. Both ~~ROU~~RoU assets and lease liabilities exclude variable payments not based on an index or rate, which are treated as period costs. The Company’s lease agreements do not contain significant residual value guarantees, restrictions, or covenants.

The Company occupies office facilities under lease agreements that expire at various dates. The Company does not have any significant finance leases. Total operating lease costs for the ~~nine months~~fiscal quarter ended ~~March 31,~~September 30, 2022 and 2021 were $~~38,121~~54,625. and $32,470, respectively.

As of ~~March 31,~~September 30, 2022, short term lease liabilities of $~~86,105~~107,691 are included in “Accounts payable and accrued expenses” on the consolidated balance sheets. The table below presents total operating lease ~~ROU~~RoU assets and lease liabilities at:

	March 31, 2022		June 30, 2021		September 30, 2022		June 30, 2022
Operating lease right-of-use asset	$	273,449	$	-
Operating lease right–of–use asset					$	218,940	$	244,203
Operating lease liabilities	$	290,186	$	-	$	254,616	$	274,794

The table below presents the maturities of operating lease liabilities as of ~~March 31,~~September 30, 2022:

					1
March 31, 2023	$	106,591
March 31, 2024		130,148
March 31, 2025		88,631
September 30, 2023				$	124,317
September 30, 2024					132,247
September 30, 2025					22,158
Total lease payments		325,370			278,722
Less: discount		(35,184	)		(24,106	)

Total operating lease liabilities	$	290,186		$	254,616

The table below presents the weighted average remaining lease term for operating leases and weighted average discount rate used in calculating operating lease ~~right-of-use~~right–of–use asset as of ~~March 31,~~September 30, 2022.

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

For the ~~period~~fiscal quarters ended ~~March 31,~~September 30, 2022 and 2021

The Company records the fair value of the conversion option of convertible debentures in accordance with ASC 815, Derivatives and Hedging. The fair value of the derivatives was calculated using a multi-nominal lattice model. The fair value of the derivative liabilities is revalued on each balance sheet date with corresponding gains and losses recorded in the condensed consolidated statements of operations.

For the nine months ended March 31, 2022, the Company did not record an expense associated with the change in fair market value of derivatives because the Company had no derivative liability at March 31, 2022 and June 30, 2021. For the nine months ended March 31, 2021, the Company recognized an expense related to the change in fair value of derivative liabilities of $~~19,655,296, offset by gain on settlement of debt of $18,683,279~~ ~~for the same period.~~

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

The Company has 500,000 shares of Series A Preferred Stock authorized with a par value of $0.001. The shares allow the holder to vote 1,000 shares for each share of Series A stock in any vote of the shareholders of the Company and the Board is authorized to issue such preferred stock as is necessary. ~~On August 25, 2021, the Board approved a resolution to retire all the outstanding Series A shares of Preferred Stock.~~

On January 27, 2022, the Company redeemed all outstanding shares of Series A Preferred Stock. ~~The Company had Series A Preferred Stock issued and outstanding of~~ ~~nil~~ ~~and~~ ~~500,000~~ ~~as of March 31, 2022 and June 30, 2021, respectively.~~

AsThe Company has 2,000,000 shares of ~~March 31, 2022 and June 30, 2021,~~ ~~2,000,000~~ ~~shares~~Series B Preferred Stock authorized with a par value of $10.00,. The Company had Series B Preferred Stock issued and outstanding of nonil ~~shares issued.~~at June 30, 2022 and September 30, 2022.

The Company has 2,000,000 shares of Series C Preferred Stock authorized with a par value of $10.00. The Company had Series C Preferred Stock issued and outstanding of nil at June 30, 2022 and September 30, 2022.

On December 18, 2020, the Company issued 48.29units of Series C Preferred Stock (241,450shares of Series C preferred stock) at $50,000per unit for proceeds of $2,414,500. Each unit is comprised of 5,000shares of Series C Preferred Stock (~~each~~(each share of Series C Preferred Stock is convertible into 80 shares of common ~~stock~~)stock) and a warrant to purchase 400,000common shares of the Company at $0.25per share until March 31, 2023. Each holder is entitled to receive a ~~non-cumulative~~non–cumulative dividend at an 88%% rate per share, per annum. The dividend shall be payable at the Company’s option either in cash or in common shares of the Company. If paid in common shares, the Company shall issue the number of common shares equal to the dividend amount divided by the stated value and then multiplied by eighty.

In addition, on December 18, 2020, the Company issued 8 units of Series C Preferred Stock (40,000 shares of Series C preferred stock) with a fair value of $400,000 for the conversion of $381,622 of note payable and $18,378 of accrued interest.

During the ~~nine months~~fiscal quarter ended ~~March 31, 2022,~~September 30, 2021, the Series C Preferred Stockholders converted ~~207,700~~167,500 shares of Series C Preferred Stock (par value of $~~2,077,000~~1,675,000) to ~~16,616,000~~13,400,000 shares of common stock.

On February 2, 2022, the Company issued a Mandatory Conversion Notice to the remaining Series C Preferred stockholders. The notice converts all outstanding shares of Series C Preferred Stock to common stock at a conversion ratio of 80 shares of common stock for each share of Series C Preferred Stock.

For the fiscal quarters ended September 30, 2022 ~~the Company issued $~~and 2021

~~125,700~~ in dividend payments to Series C stockholders that held shares from date of issuance. No remaining dividends are expected to be paid in relation to Series C Preferred Stock as there are no remaining Series C Preferred Stock outstanding as of March 31, 2022.(unaudited)

As of September 30, 2022, the Company is due to issue approximately 170,008 common shares with a fair value of $98,605 at September 30, 2022 for professional services. Of the amount, 19,879 common shares with a fair value of $11,530 are issuable to the Chief Executive Officer of the Company.

During the ~~period,~~fiscal quarter ended September 30, 2021, the Company issued ~~16,616,000~~13,400,000 common shares pursuant to the conversion of ~~207,700~~167,500 shares of Series C Preferred Stock at a conversion ratio of 80 shares of common stock for each share of Series C Preferred Stock.

During the ~~period,~~fiscal quarter ended September 30, 2021, the Company issued 25,389,611 units for proceeds of $39,100,001 pursuant to a private placement issuance at $1.54 per share. Each unit is comprised of one common share of the Company and one share purchase warrant, where each share purchase warrant is exercisable into one common share of the Company at $1.75 per share for a period of five years from the issuance date. As part of the financing, the Company paid $2,161,350 of share issuance costs and issued 1,955,000 warrants as a commission fee, which are exercisable at $1.54 per common share for a period of three years from the date of the issuance. The fair value of the commission warrants was $2,699,039 and was determined based on the ~~Black-Scholes~~Black–Scholes option pricing model assuming volatility of ~~166~~166%%, ~~risk-free~~risk–free rate of ~~0.56~~0.56%%, expected life of three years, and no expected forfeitures or dividends.

During the ~~period,~~fiscal quarter ended September 30, 2021, the Company issued ~~14,293,366~~ 4,500,000common shares pursuant the exercise of ~~14,000,000~~ 5,000,000share purchase warrants for proceeds of $~~956,250~~337,500, of which 250,000share purchase warrants, pursuant an aggregate cash exercise price of $18,750, exercised during the ~~fiscal year~~quarter ended June 30, 2021.

During the ~~period,~~fiscal quarter ended September 30, 2021, the Company issued ~~3,000,000~~1,125,216 common shares for the cashless exercise of 1,300,000 share purchase warrants, of which 677,300 common shares pursuant to the ~~Share Purchase Agreement, effective April 2, 2021, for aggregate proceeds~~cashless exercise of $~~3,988,005~~800,000. share purchase warrants, exercised during the quarter ended June 30, 2021.

During the ~~period,~~fiscal quarter ended September 30, 2021, the Company issued ~~13,128,728~~9,085,731 common shares for services with a fair value of $~~18,086,443~~14,218,206, including ~~8,566,319~~6,024,040 common shares with a fair value of $~~11,993,327~~9,476,540 to officers and ~~directors of the Company.~~directors. As of ~~March 31, 2022,~~September 30, 2021, the Company ~~has~~is due to issue 2,019,527 shares of common stock ~~issuable for professional services~~ with a fair value of $~~7,500~~3,080,000 for professional services, of which 2,000,000 common shares with a fair value of $3,050,000 as board compensation to ~~a current director~~two board members of the ~~Company.~~Company, at the time.

On ~~January 27, 2022,~~April 2, 2021, the Company entered into a purchase agreement with Tysadco Partners LLC, a Delaware limited company (“Tysadco”). Pursuant to the agreement, Tysadco committed to purchase up to $75,000,000 worth of the Company’s common stock over a period of 24 months. The Company shall have the right, but not the obligation, to direct Tysadco to buy the lesser of $10,000,000 in common stock or 200% of the average shares traded for the five days prior to the closing request date, at a purchase price of 95% of the of the median share price during the five trading days, commencing on the first trading day following delivery and clearing of the delivered shares, with a minimum request of $25,000. During the fiscal quarter ended September 30, 2021, the Company issued ~~668,150~~ 3,000,000 common shares ~~pursuant a cashless exercise of~~ ~~750,000share purchase warrants.~~

~~On January 27, 2022, the Company and a former executive agreed to cancel,~~ for ~~no consideration,~~ ~~1,000,000~~ ~~previously issued shares with an initial value~~proceeds of $~~2,030,000~~3,988,005. ~~The Company has recorded a contra-expense related to the cancelled shares.~~

For the ~~period~~fiscal quarters ended ~~March 31,~~September 30, 2022 and 2021

~~During the period, the Company issued~~ ~~22,685,750~~ ~~common shares with a fair value of $7,913,391~~ ~~for the conversion of $2,002,876~~ ~~of note payable, $77,723~~ ~~of accrued interest and fees and $21,429,714~~ ~~of derivative liability resulting in a gain on settlement of $15,596,922~~.

~~During the period, the Company issued~~ ~~33,650,036~~ ~~common shares for services with a fair value of $27,072,162~~ ~~for professional services, including~~ ~~7,023,585~~ ~~shares issued to former directors of the Company with a fair value of $4,837,500~~.

~~On October 6, 2020, the Company entered into a Purchase Agreement (the “Agreement”) with Tysadco Partners LLC, a Delaware limited company (“Tysadco”). Pursuant to the Agreement,~~ Tysadco committed to purchase, subject to certain restrictions and conditions, up to $10,000,000 worth of the Company’s common stock over a period of 24 months from the effectiveness of the registration statement registering the resale of shares purchased by Tysadco. The Company shall have the right, but not the obligation, to direct Tysadco to buy the lesser of $~~250,000~~ in common stock per sale or 200% of the average shares traded for the 10 days prior to the closing request date, at a purchase price of 85% of the of the two lowest individual daily VWAPs during the five (5) trading days commencing on the first trading day following delivery and clearing of the delivered shares, with a minimum request of $25,000.

~~During the period, the Company issued~~ ~~60,625,000~~ ~~units for proceeds of $2,450,000~~ ~~received during the year ended June 30, 2020. Each unit is comprised of one common share of the Company and~~ ~~0.8~~ ~~share purchase warrant where each whole share purchase warrant can be exercised into one common share of the Company at $0.075~~ ~~per share until~~ ~~October 31, 2024~~.

~~During the period, the Company issued~~ ~~36,947,680~~ ~~common shares pursuant to the cashless exercise of share purchase warrants and~~ ~~6,150,000~~ ~~common shares pursuant to the exercise of share purchase warrants for total proceeds of $531,250. As of March 31, 2021, the Company had received additional $93,750~~ ~~for future issuance of common shares.~~

	Number of Warrants			Weighted Average Exercise Price		Number of Warrants		Weighted Average Exercise Price

Balance, June 30, 2021		27,866,000		$	0.09
Balance, June 30, 2022							40,210,611	$	1.21
Issued		27,344,611		$	1.73		–	$	–
Exercised		(14,000,000	)	$	0.08		–	$	–
Expired		-		$	-		–	$	–
Balance, March 31, 2022		41,210,611		$	1.18
Balance, September 30, 2022							40,210,611	$	1.21

Additional information regarding share purchase warrants as of ~~March 31,~~September 30, 2022, is as follows:

	Outstanding and Exercisable				Outstanding and Exercisable
Range of Exercise Prices	Number of Warrants		Weighted Average Remaining Contractual Life (years)		Number of Warrants		Weighted Average Remaining Contractual Life (years)

0.075		12,250,000		2.6
0.08						11,250,000		2.1
0.25		1,616,000		1.8		1,616,000		1.3
1.54		1,955,000		2.5		1,955,000		2.0
1.75		25,389,611		4.5		25,389,611		4.0
		41,210,611		3.7		40,210,611		3.3

~~The~~Under the 2021 Equity Incentive Plan (“the Plan”), the Company is authorized to issue up to 60,000,000 shares to employees and non-employees of the Company. At June 30, 2022 and September 30, 2022, the Company has ~~established a~~outstanding, unvested, restricted share ~~unit (RSU) incentive plan for executives, directors,~~units (“RSUs”) of 100,000 and ~~certain employees. Awards generally vest over a~~ ~~four~~100,000~~-year period at a rate of~~ 25~~% per annum commencing on the first anniversary of the grant date.~~, respectively.

~~NaN~~Certain key employees have been granted time-based, performance-based RSUs. The time-based restricted share units generally vest on a graded vesting schedule over four years and are converted into one share of common stock per RSU upon vesting.

During the fiscal quarters ended September 30, 2022 and 2021 the Company did not grant any RSUs.

The Company recognized stock-based compensation ~~has been recorded in relation~~expense using acceptable methods under ASC 718. During the fiscal quarter ended September 30, 2022, the Company recognized stock-based compensation to ~~the 2021 Equity Incentive Stock Plan~~employees of $96,061. The Company did not recognize stock-based compensation related to RSUs for the ~~nine months~~fiscal quarter ended ~~March 31, 2022 and nine months ended March 31,~~September 30, 2021.

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

For the ~~period~~fiscal quarters ended ~~March 31,~~September 30, 2022 and 2021

We lease our principal office location in Reno, Nevada. We also lease two adjacent ~~Lab~~lab spaces in the University of Nevada, Reno on short term leases. The principal office location lease expires on November 30, 2024 and the ~~Lab~~lab leases expire on March 15, 2023. Consistent with the guidance in ASC 842, we have recorded the principal office lease in our consolidated balance sheet as an operating lease. For further information on operating lease commitments, refer to Note 6 -– Leases.

Nevada and other states, as well as federal regulations governing ~~mine~~mining operations on federal land, require financial assurance to be provided for the estimated costs of mine reclamation and closure, including groundwater quality protection programs. ABTC has satisfied financial assurance requirements using a combination of cash bonds and surety bonds. The amount of financial assurance ABTC is required to provide will vary with changes in laws, regulations, reclamation and closure requirements, and cost estimates. At ~~March 31,~~September 30, 2022, ABTC’s financial assurance obligations associated with U.S. mine closure and reclamation/restoration cost ~~estimate~~estimates totaled approximately $~~47,730~~20,000, for which the Company is legally required to satisfy its financial assurance obligations for its mining properties in Tonopah, Nevada. The Company was previously released of a majority of its liability in the Railroad Valley region of Nevada.

On October 13, 2022, the Company completed the previously disclosed acquisition of the rights to 305 unpatented lode claims in the Tonopah Flats Lithium Project from 1317038 Nevada Ltd. Payment for the claims were due in two equal installments, with the first $4.0 million cash payment made on July 21, 2022. Under the terms of the agreement, the Company had the option to pay each installment in cash or common stock. The Company elected to pay the second installment of $4.0 million in cash.

On October 18, 2022 the Company granted 26.5 million RSUs to employees of the Company under the 2021 Equity Retention Plan. These RSUs have a value on grant date of $13.3 million, including 10.0 million RSUs with a value on grant date of $5.0 million to current officers of the Company. These RSU awards generally vest over a four-year service period.

On October 27, 2022 and November 10, 2022, the Company issued put notices under the Tysadco Partners LLC purchase agreement for a total of 2,500,000 shares. The total proceeds received by the Company will be determined at the conclusion of the valuation period as defined in the agreement.

The Company has evaluated subsequent events through the date the financial statements were available to be issued and has not identified any additional subsequent events requiring adjustments to, or disclosures in the accompanying condensed financial statements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 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-Q.~~10–Q. The following discussion contains ~~forward-looking~~forward–looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the ~~forward-looking~~forward–looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Form ~~10-Q.~~10–Q.

The lithium-ion battery manufacturing supply chain is organized into four industries that operate in series: battery material manufacturers, 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 material manufacturing and material refining portions of the supply chain. This has led to an imbalance within the domestic US supply chain and has caused most of the 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 2021” report, the US Geological Survey estimated that less than 1% of each of these critical and strategic battery metals (lithium, nickel, cobalt, and manganese) produced globally in 2021 were produced within the US.

~~American Battery Technology Company (“ABTC”)~~ABTC is a ~~technology development and commercialization~~startup company in the ~~lithium-ion~~lithium–ion battery industry that is working to increase the domestic US production of ~~these low-cost~~battery materials, such as lithium, nickel, cobalt and ~~low-environmental impact battery materials~~manganese through its engagement in the exploration of new primary resources of battery metals, in the development and commercialization of new technologies for the extraction of these battery metals from primary resources, and in the commercialization of an internally developed integrated process for the recycling of ~~lithium-ion batteries for the recovery of battery metals.~~lithium–ion batteries. Through this ~~three-pronged~~three–pronged approach ABTC is working to both increase the domestic production of these battery ~~metals through the acquisition and exploration of mining claims,~~materials, and to ensure that as these materials reach their end of lives that the constituent elemental battery metals are returned to the domestic manufacturing supply chain in a ~~closed-loop~~closed–loop fashion.

To implement this business strategy, the ~~company~~Company is currently constructing its first integrated ~~lithium-ion~~lithium–ion battery recycling facility, which will take in waste and ~~end-of-life~~end–of–life battery materials from the electric vehicle, stationary storage, and consumer electronics industries. The construction, commissioning, and operations of this facility are of the highest priority to the company, and as such it has significantly increased the resources devoted to its execution including the further internal hiring of technical staff, expansion of laboratory facilities, and purchasing of equipment. ~~Correspondingly, while~~The Company has been awarded a competitively bid grant from the ~~company has traditionally enlisted~~US Advanced Battery Consortium to accelerate the ~~services of many external advisors~~development and ~~consultants, the company has conducted a thorough review and has ended service agreements that are not critical to the execution~~demonstration of this mission. The net impact of this increase in internal technical resources, and decrease in external consulting services, has resulted in an $9.0 million reduction in the value of shares issued for services for the nine months ended March 31, 2022 from the nine months ended March 31, 2021.pre–commercial scale integrated lithium–ion battery recycling facility.

Additionally, the Company is accelerating the demonstration and commercialization of its internally developed ~~low-cost~~low–cost and ~~low-environmental~~low–environmental impact processing train for the manufacturing of battery grade lithium hydroxide from ~~Nevada-based~~Nevada–based sedimentary claystone resources. The Company has been awarded a grant cooperative agreement from the US Department of Energy Advanced Manufacturing Office through the Critical Materials Innovation program to support the construction and operation of a ~~multi-ton~~multi–ton per day integrated continuous demonstration system to support the ~~scale-up~~scale–up and commercialization of these technologies. The company has secured approximately 10,340 acres of mining leases of lithium-bearing sedimentary claystone resources near Tonopah, NV to facilitate the high-volume commercialization and scale-up of these efforts.

Exploration costs consist primarily of expenditures related to the drilling, travel, and soil sampling costs in the exploration of new primary resources of battery metals.

General and administrative expenses consist of office expense, legal, salaries and benefits and laboratory costs. The Company has recognized non-cash expenses related to shares issued for professional services of $4.4 million during the three months ended March 31, 2021, and $1.4 million for the three months ended March 31, 2022. The Company also recognized a non-cash credit of $2.0 million due to the forfeiture of 2,000,000 million shares reclaimed from a former executive. The Company has recognized non-cash expenses related to shares issued for professional services of $18.1 million during the nine months ended March 31, 2022 compared to $27.1 million during the nine months ended March 31, 2021.

~~During the nine months ended March 31, 2022, the Company incurred $26.9 million of operating expenses compared to $31.8 million of operating expenses during the nine months ended March 31, 2021.~~

~~The Company recorded other income of $239,000 during the nine months ended March 31, 2022 compared to other expenses of $4.3 million during the nine months ended March 31, 2021.~~

The Company recognized a gain of $153,393 related to the sale of mining claims it holds deed to in Railroad Valley, NV during the three months ended March 31, 2022. The gain has been included in operating activities given the operating nature of the mining claims sold by the Company.

During the nine months ended March 31, 2022, the Company incurred a net loss of $26.7 million or $0.04 loss per share compared to a net loss of $36.1 million or $0.08 loss per share during the nine months ended March 31, 2021.

At March 31, 2022, the Company had cash of $36.3 million and total assets of $56.6 million compared to cash of $12.8 million and total assets of $21.3 million at June 30, 2021. The increase in cash is due to the Company having received net proceeds of $43.1 million from private placements and $1.0 million of proceeds from exercises of share purchase warrants. The increase in total assets was due to the increase in cash of $23.5 million and increase in property and equipment and intangible assets of $12.7 million relating to additional acquisitions of land, construction in progress, equipment and water rights which will be used for the Company’s future pilot plant operations.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

General and administrative expenses consist of office expense, legal, salaries and benefits and laboratory costs. The Company has significantly reduced the number of shares it issues for professional services. The Company reduced the fair value of shares issued for services from $17.1 million for the fiscal quarter ended September 30, 2021 to approximately $120,000 for the fiscal quarter ended September 30, 2022.

During the fiscal quarter ended September 30, 2022, the Company incurred $2.6 million of operating expenses compared to $20.0 million of operating expenses during the fiscal quarter ended September 30, 2021.

The Company recorded other income of approximately $143,000 during the fiscal quarter ended September 30, 2022 compared to other income of $14,000 during the fiscal quarter ended September 30, 2021.

The Company recognized a gain of $98,919 related to the sale of mining claims it previously held in Railroad Valley, NV during the fiscal quarter ended September 30, 2022.

During the fiscal quarter ended September 30, 2022, the Company incurred a net loss of $2.4 million or ($0.00) loss per share compared to a net loss of $20.0 million or ($0.03) loss per share during the fiscal quarter ended September 30, 2021.

At September 30, 2022, the Company had cash of $20.9 million and total assets of $53.8 million compared to cash of $29.0 million and total assets of $52.9 million at June 30, 2022. The decrease in cash is due to the Company’s continued investment in its Pilot Plant in Fernley, NV. The Company also continues to increase its efforts in research and development and exploration categories. The increase in total assets is due to the increased purchase of property and equipment and the $8.0 million acquisition of mineral rights in Tonopah, NV.

The Company had total current liabilities of ~~$3.7~~$6.3 million at ~~March 31,~~September 30, 2022, compared to ~~$1.8~~$3.1 million at June 30, ~~2021.~~2022. The increase in current liabilities is primarily due to ~~an increase~~a $4.0 million remaining liability for the purchase of mineral rights in ~~accounts payable and accrued liabilities based on largely on an increase~~Tonopah, NV that was paid in ~~capital expenditures, an increase in accounts payable and accrued liabilities and day-to-day operating expenditures.~~October 2022.

As of ~~March 31,~~September 30, 2022, the Company had working capital of ~~$33.0~~$15.4 million compared to a working capital of ~~$12.3~~$26.8 million at June 30, ~~2021.~~2022. The ~~increase~~decrease in working capital ~~was~~is primarily attributed to the ~~inflow~~acquisition of ~~financing activity during~~mineral rights, additional construction on its Pilot Plant, increased R&D expenditures and additional employees for the ~~nine months~~fiscal quarter ended ~~March 31, 2022.~~30, 2022, further discussed below.

During the ~~nine months~~fiscal quarter ended ~~March 31,~~September 30, 2022, the Company used ~~$7.3~~$4.0 million of cash for operating activities as compared to ~~$5.2~~$2.6 million during the ~~nine months~~fiscal quarter ended ~~March 31,~~September 30, 2021. The increase in the use of cash for operating activities ~~was~~is due to an increase in ~~operating~~employees and R&D activities in the current ~~period including an increase in recruiting, employment, legal and accounting costs.~~fiscal quarter when compared to the fiscal quarter ended September 30, 2021.

During the ~~nine months~~fiscal quarter ended ~~March 31,~~September 30, 2022, the Company paid ~~$11.0~~$4.0 million on ~~expenditures related to the construction, procurement of equipment and water~~mineral rights ~~necessary to construct and commission its lithium-ion battery recycling Pilot Plant.~~in Tonopah, NV. This is in comparison to the acquisition costs of ~~$1.7~~$5.6 million for the ~~nine months~~fiscal quarter ended ~~March 31, 2021. The increase in the investing activities is due to the Company continuing to invest in the~~September 30, 2021 which consisted primarily of construction ~~of its Pilot Plant where the necessary demonstrations will occur, as well as the continued acquisition of~~and water rights necessary to construct and ~~land in the Northern Nevada region to support further operations of the Company.~~operate its lithium-ion battery recycling Pilot Plant. The Company expects to see ~~additional increases~~significant expenditures in investing activities as ~~these~~both the mineral resource projects ~~progress~~and the Pilot Plant continue to ~~meet management expectations.~~progress.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

During the ~~nine months~~fiscal quarter ended ~~March 31,~~September 30, 2022, the Company ~~had net~~did not report any cash from financing activities. The Company recognized cash provided by financing activities of ~~$41.7 million compared to $13.1~~$41.2 million for the ~~nine months~~fiscal quarter ended ~~March 31, 2021.~~

On September ~~27,~~30, 2021, primarily from the Company entered into a securities purchase agreement for the purchase and sale of an aggregate of 25,389,611 shares of the Company’s common stock and warrants to purchase an aggregate of up to 25,389,611 sharesissuance of common stock in a registered direct offering at a combined purchase price of $1.54 per share and warrant, for net proceeds to the Company of $36.9 million. 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.

The Company engaged a 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 warrants to purchase shares equal to 5% of the gross proceeds sold under the securities 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 investor warrants, except they will expire September 29, 2024, at an exercise price of $1.54.

~~On August 5, 2021, the Company elected to exercise its rights pursuant to the Purchase Agreement dated April 2, 2021, to issue 3,000,000~~ shares for approximately $40.9 million, net ~~proceeds to the Company~~ of ~~$4.0 million.~~

~~During the nine months ended March 31, 2022, the Company received $1.0 million of proceeds from the exercise of share purchase warrants.~~transaction costs.

As of ~~March 31,~~September 30, 2022, we had no significant ~~off-balance~~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.

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

Based on our management’s evaluation (with the participation of the individuals serving as our principal executive officer and principal financial officer) of our disclosure controls and procedures as required by Rules 13a-15 and 15d-15 under the Exchange Act, each of the individuals serving as our principal executive officer and principal financial officer has concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of ~~March 31,~~September 30, 2022, the end of the period covered by this report. As set forth below, the Company is addressing the issues underlying this conclusion.

Management’s Report on Internal Control over Financial ~~Reporting.~~Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including the individuals serving as our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

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

Management assessed the effectiveness of our internal ~~control~~controls over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework). Based on this assessment, our management concluded that as of ~~March 31,~~September 30, 2022, our internal ~~control~~controls over financial reporting ~~was~~were deemed not to be effective, based on ~~those~~the criteria ~~due to material~~therein. Material weaknesses inpresiding over our internal ~~control over~~controls as it relates to financial reporting are described below.

We did not maintain adequate documentation evidencing the operating effectiveness of certain control activities and did not maintain proper levels of supervision and review of complex accounting matters. We did not maintain appropriate segregation of duties related to accounting processes.

~~The control deficiencies~~These material weaknesses create a reasonable possibility that a material misstatement to the financial statements will not be prevented or detected on a timely basis, and ~~there~~ we concluded that the deficiencies represent material weaknesses in our internal control over financial reporting and our internal control over financial reporting was not effective as of ~~March 31,~~September 30, 2022.

We continue to enhance our internal control over financial reporting to remediate the material ~~weakness described above.~~weaknesses presented in our financial statements for the fiscal years ended June 30, 2022 and 2021. We are committed to ensuring that our internal control over financial reporting is designed and operating effectively.

Our remediation process ~~includes,~~to date has included, but is not limited to:

~~We have engaged a firm that specializes in Cyber and IT protection to further enhance the protection of our financial information, employee information, proprietary methods and strategic partnerships.~~ITEM 4. CONTROLS AND PROCEDURES. (CONTINUED)

We expect to remediate ~~these~~our material weaknesses during the fiscal ~~2022.~~year ending June 30, 2023. However, there is no guarantee that such material weaknesses will be remediated during ~~fiscal 2022~~the year, and we may discover additional material weaknesses that may require additional time and resources to remediate.

This Interim Report on Form ~~10-Q~~10–Q does not include an attestation report of our independent registered public accounting firm due to the deferral allowed for smaller reporting companies.

There was no change in our internal control over financial reporting that occurred during the ~~period~~fiscal quarter covered by this Interim Report on Form ~~10-Q~~10–Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Although we have altered some work routines due to the COVID-19 pandemic, the changes in our work environment, including remote work arrangements, have not materially impacted our internal controls over financial reporting and have not adversely affected the Company’s ability to maintain operations.

In ~~January 2018,~~October 2022, the Company was notified that John Lukrich, former Chief of Staff at 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 counterclaimon August 22, 2022 against the Company ~~for amounts allegedly owed~~alleging Breach of Contract related 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.~~

On April 6, 2021, Alford served a complaint against the Company and its transfer agent, Action Stock Transfer, for failure to remove a restricted legend from 4,000,000 common shares held in Alford’s name and alleged damages to Alford for such failure.his employment agreement. The complaint was filed in ~~Utah state~~the Superior Court of the State of California. The Company has filed a notice of removal to federal court. The Company ~~responded with a motion to stay~~believes the ~~proceedings until after the Nevada proceedings~~claims are completed. The motion was granted by the court to stay the proceedings until October 1, 2021. On September 15, 2021, the Company filed a motion to extend the stay in light of the continuance of the trial date of the November proceeding. The litigation in both matters above is currently on hold while the parties attempt to negotiate a settlement.without merit.

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.

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).

We are a smaller reporting company as defined by Rule ~~12b-2~~12b–2 of the Exchange Act and are not required to provide the information required under this item.

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.

During the nine months ended March 31, 2022, the Company issued 12,500,000 common shares pursuant the cash exercise of 12,750,000 share purchase warrants for proceeds of $956,250, of which 250,000 share purchase warrants, pursuant an aggregate cash exercise price of $18,750, exercised during the prior year ended June 30, 2021.None.

During the nine months ended March 31, 2022, the Company issued 1,793,366 common shares for the cashless exercise of 1,250,000 share purchase warrants, of which 677,300 common shares pursuant to the cashless exercise of 800,000 share purchase warrants, exercised during the prior year ended June 30, 2021.

During the nine months ended March 31, 2022, the Company issued 13,128,728 common shares for services with a fair value of $18,086,443, including 8,566,319 common shares with a fair value of $11,993,327 to officers and directors of the Company. As of March 31, 2022, the Company has approximately 6,410 shares of common stock issuable for professional services with a fair value of $7,500 for professional services as compensation to a board member of the Company.

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.

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

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.

☐	~~Large-accelerated~~Large–accelerated filer	☐	Accelerated filer
☒	Non-accelerated filer	☒	Smaller reporting company
☐	Emerging growth company

		Page Number
PART I. FINANCIAL INFORMATION		3

ITEM 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets ~~(unaudited)~~ at ~~March 31,~~September 30, 2022 (unaudited) and June 30, ~~2021~~2022	4

	Condensed Consolidated Statements of Operations (unaudited) for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2022 and 2021	5

	Condensed Consolidated Statements of Stockholders’ Equity (unaudited) for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2022 and 2021	6

	Condensed Consolidated Statements of Cash Flows (unaudited) for the ~~nine~~three months ended ~~March 31,~~September 30, 2022 and 2021	87

	Notes to the Condensed Consolidated Financial Statements (unaudited)	98

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1518

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	1720

ITEM 4.	Controls and Procedures	1720

PART II. OTHER INFORMATION		23

ITEM 1.	Legal Proceedings	1923

ITEM 1A.	Risk Factors	1923

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1923

ITEM 3.	Defaults Upon Senior Securities	1923

ITEM 4.	Mine Safety Disclosure	1923

ITEM 5.	Other Information	1923

ITEM 6.	Exhibits	2024

ITEM 7.	Signatures	2125


	Series A Preferred Shares			Series A Preferred Par Amount			Series C Preferred Shares			Series C Preferred Par Amount			Common Shares			Par Amount			Additional Paid-In Capital			Common Stock Issuable			Accumulated Deficit			Total
Balance, December 31, 2021		500,000			500			27,700			277,000			631,787,717			631,788			180,279,474			3,304,500			(129,154,171	)		55,339,091
Shares issued for services		-			-			-			-			4,023,470			4,023			4,675,820			(3,297,000	)		-			1,382,843
Cancellation of previously issued shares		-			-			-			-			(1,000,000	)		(1,000	)		(2,029,000	)		-			-			(2,030,000	)
Shares issued for exercise of warrants		-			-			-			-			8,668,150			8,668			591,332			-			-			600,000
Shares issued pursuant to Series C preferred share conversion		-			-			(27,700	)		(277,000	)		2,216,000			2,216			274,784			-			-			-
Redemption of Series A preferred shares		(500,000	)		(500	)		-			-			-			-			500			-			-			-
Dividends declared		-			-			-			-			-			-			-			-			-			-
Net loss for the period		-			-			-			-			-			-			-			-			(2,630,551	)		(2,630,551	)
Balance, March 31, 2022		-			-			-			-			645,695,337			645,695			183,792,910			7,500			(131,784,722	)		52,661,383

	Series A Preferred Shares		Series A Preferred Par Amount		Series C Preferred Shares			Series C Preferred Par Amount			Common Shares		Par Amount		Additional Paid-In Capital		Common Stock Issuable			Accumulated Deficit			Total
Balance, December 31, 2020		500,000		500		281,450			2,814,500			502,622,746		502,622		84,517,981		28,750			(94,408,024	)		(6,543,671	)
Shares issued for services		-		-		-			-			2,510,036		2,510		4,457,182		(35,000	)		-			4,424,692
Shares issued for exercise of warrants		-		-		-			-			30,716,118		30,715		500,535		-			-			531,250
Shares issued pursuant to note conversion		-		-		-			-			1,400,779		1,400		5,326,525		-			-			5,327,925
Shares issued pursuant to Series C preferred shares conversion		-		-		(41,250	)		(412,500	)		3,300,000		3,300		409,200		-			-			-
Shares issued pursuant to share purchase agreement		-		-		-			-			4,250,000		4,250		9,227,388		-			-			9,231,638
Share subscriptions received		-		-		-			-			-		-		-		100,000			-			100,000
Beneficial conversion feature on convertible debt		-		-		-			-			69,252		69		271,710								271,779
Dividends declared		-		-		-			-			-		-		-		-			(51,270	)		(51,270	)
Net loss for the period		-		-		-			-			-		-		-		-			(4,936,086	)		(4,936,086	)
Balance, March 31, 2021		500,000		500		240,200			2,402,000			544,868,931		544,866		104,710,521		93,750			(99,395,380	)		8,356,257


	Series A Preferred Shares			Series A Preferred Par Amount			Series C Preferred Shares			Series C Preferred Par Amount			Common Shares			Par Amount			Additional Paid-In Capital			Common Stock Issuable			Accumulated Deficit			Total
Balance, June 30, 2021		500,000			500			207,700			2,077,000			573,267,632			573,268			121,615,738			247,750			(105,073,651	)		19,440,605
Shares issued for services		-			-			-			-			14,128,728			14,128			20,323,815			(221,500	)		-			20,116,443
Cancellation of previously issued shares		-			-			-			-			(1,000,000	)		(1,000	)		(2,029,000	)		-			-			(2,030,000	)
Shares issued for exercise of warrants		-			-			-			-			14,293,366			14,293			923,207			(18,750	)		-			918,750
Shares issued from private placement, net of issuance costs		-			-			-			-			25,389,611			25,390			36,913,261			-			-			36,938,651
Shares issued pursuant to Series C preferred shares conversion		-			-			(207,700	)		(2,077,000	)		16,616,000			16,616			2,060,384			-			-			-
Redemption of Series A preferred shares		(500,000	)		(500	)		-			-			-			-			500			-			-			-
Shares issued pursuant to share purchase agreement		-			-			-			-			3,000,000			3,000			3,985,005			-			-			3,988,005
Dividends declared		-			-			-			-			-			-			-			-			(21,755	)		(21,755	)
Net loss for the period		-			-			-			-			-			-			-			-			(26,689,316	)		(26,689,316	)
Balance, March 31, 2022		-			-			-			-			645,695,337			645,695			183,792,910			7,500			(131,784,722	)		52,661,383

		Amount $			Amount $	Number		Amount $		Capital $		issuable $		Deficit $			Total $
	Series A Preferred Shares			Series C Preferred Shares		Common Shares				Additional Paid–In		Common stock
	Number	Amount $		Number	Amount $	Number		Amount $		Capital $		issuable $		Deficit $			Total $

Balance, June 30, 2022	-	-		-	-		644,138,631		644,139		187,550,288		75,000		(138,635,368	)		49,634,059

Shares issued for professional services – non–employees	-	-		-	-		–		–		–		23,605		–			23,605

Stock–based compensation – employees							–		–		96,061		–		–			96,061

Net loss for the period							–		–		–		–		(2,434,454	)		(2,434,454	)

Balance, September 30, 2022	-	-	-		-		644,138,631		644,139		187,646,349		98,605		(141,069,822	)		47,319,271

	Building			Equipment		Vehicles		Land			Total
Cost:

Balance, June 30, 2021	$	-		$	99,466	$	61,916	$	5,340,621		$	5,502,003
Additions					38,327		-		1,571,322			1,609,649
Construction in process		7,732,151			1,139,030		-		-			8,871,181
Impairment loss		-			-		-		(186,779	)		(186,779	)

Balance, March 31, 2022	$	7,732,151		$	1,276,823	$	61,916	$	6,725,164		$	15,796,054

Accumulated Depreciation:

Balance, June 30, 2021	$	-		$	4,356	$	13,422	$	-		$	17,778
Additions		-			27,808		9,010		-			36,818
Balance, March 31, 2022	$	-	��	$	32,164	$	22,432	$	-		$	54,596

Carrying Amounts:
Balance, June 30, 2021	$	-		$	95,110		48,494	$	5,340,621		$	5,484,225
Balance, March 31, 2022	$	7,732,151		$	1,244,659		39,484	$	6,725,164		$	15,741,458

	Water Rights


Balance, June 30, 2021	$	1,643,160
Additions		2,172,750
Impairment loss		-
Balance, March 31, 2022	$	3,815,910

Weighted average lease term (years)			~~2.6~~2.1
Weighted average discount rate			8.0	%

●	Cash was ~~$36.3~~$20.9 million as of ~~March 31, 2022~~
●	~~Cash provided by financing activities for the nine months ended March 31, 2022 was $41.7 million~~September 30, 2022.
●	Cash used for the acquisition of property, construction, equipment, and water rights for the ~~nine months~~fiscal quarter ended ~~March 31,~~September 30, 2022 was ~~$11.0 million~~$4.1 million.
●	Cash used in operations for the ~~nine months~~fiscal quarter ended ~~March 31,~~September 30, 2022 was ~~$7.3~~$4.0 million, up ~~39% year-over-year~~55% year–over–year.
●	Total operating costs for the ~~nine months~~fiscal quarter ended ~~March 31,~~September 30, 2022 were ~~$26.9~~$2.6 million, down ~~15% year-over-year~~87% year–over–year, largely due to a reduction of stock issued for professional services of $17.0 million when compared to the fiscal quarter ended September 30, 2021.
●	The Company invested $0.5 million in research & development for the fiscal quarter ended September 30, 2022, up 140% from the prior year. Research and development is offset by $0.3 million in government grant award funds to be received, under conditions of the award, for the fiscal quarter ended September 30, 2022.
●	The Company recognized other income of approximately $143,000, consisting of land lease income and the gain-on-sale of mining claims for the ~~nine months~~fiscal quarter ended ~~of $239,000, consisting of rental income, grant awards and gain on sale of mining claims.~~
●	~~As of March 31, 2022 the Company has redeemed and converted all outstanding preferred shares~~September 30, 2022.

●○	Successful hiring of additional personnel with the expertise necessary to improve the financial reporting function
○		Complete the implementation of SAP ByDesign, an Enterprise Resource Planning (ERP) solution that will provide the necessary permissions and roles to mitigate control weaknesses in key accounting processes and procedures
○	●	~~Successful implementation of a more comprehensive ERP solution that include accounting modules that integrate internal controls into the accounting process~~

●	~~Providing~~Provide additional guidance, education and training to employees relating to our accounting ~~policies and~~ procedures with a continued focus on its segregation-of-duties as the Company hires more accounting personnel

●○	Further ~~developing~~develop and ~~documenting~~document detailed accounting policies ~~and procedures regarding business processes~~ for significant accounts, ~~critical accounting policies and critical~~ accounting estimates and presentation of complex items, as is required by US GAAP

●○	Establishing effective general controls over IT systems to ensure that information produced can be relied upon by process level controls
○	We have engaged a firm that specializes in Cyber and IT protection to further enhance the protection of our financial information, employee information, proprietary methods, and strategic partnerships

Exhibit	Description	Filed Herein	Incorporated Date	By Form	Reference Exhibit
31.1	Certification of Chief Executive Officer as adopted pursuant to Section 302 of the ~~Sarbanes-Oxley~~Sarbanes–Oxley Act of 2002.	x
31.2	Certification of Chief Financial Officer as adopted pursuant to Section 302 of the ~~Sarbanes-Oxley~~Sarbanes–Oxley Act of 2002	x
32.1	Certification of Chief Executive Officer as adopted pursuant to Section 906 of the ~~Sarbanes-Oxley~~Sarbanes–Oxley Act of 2002	x
32.2	Certification of Chief Financial Officer as adopted pursuant to Section 906 of the ~~Sarbanes-Oxley~~Sarbanes–Oxley Act of 2002	x
101	INS Inline XBRL Instant Document.	x
101	SCH Inline XBRL Taxonomy Extension Schema Document	x
101	CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document	x
101	LAB Inline XRBL Taxonomy Label Linkbase Document	x
101	PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document	x
101	DEF Inline XBRL Taxonomy Extension Definition Linkbase Document	x
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)	x

	AMERICAN BATTERY TECHNOLOGY COMPANY (Registrant)

Date: ~~May 16,~~November 14, 2022	By:	/s/ Ryan Melsert
		Ryan Melsert
		Chief Executive Officer
		Director