SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 4th, 2023 • AMERICAN BATTERY TECHNOLOGY Co • Metal mining • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 29, 2023, between American Battery Technology Company, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 16th, 2020 • American Battery Metals Corp • Metal mining • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 29, 2020, by and between AMERICAN BATTERY METALS CORPORATION, a Nevada corporation, with headquarters located at 930 Tahoe Blvd., Suite 802-16, Incline Village, Nevada 89451 (the “Company”), and JEFFERSON STREET CAPITAL LLC, a New Jersey limited liability company, with its address at 720 Monroe Street, Suite C401B, Hoboken, New Jersey 07030 (the “Buyer”) The placement agent for this investment is Moody Capital Solutions Inc., a broker dealer registered with the United States Securities and Exchange Commission and a member of FINRA.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 16th, 2021 • American Battery Metals Corp • Metal mining • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 20, 2020, by and between American Battery Metals Corporation, a Nevada corporation, with headquarters located at 930 Tahoe Blvd., Suite 802-16, Incline Village, NV 89451 (the “Company”) and GS CAPITAL PARTNERS, LLC, with its address at 30 Washington Street, Suite 5L, Brooklyn, NY 11201 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 28th, 2020 • American Battery Metals Corp • Metal mining • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 21, 2020, by and between AMERICAN BATTERY METALS CORPORATION, a Nevada corporation, with its address at 930 Tahoe Blvd. Suite 802‐16, Incline Village, NV 89451 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 5th, 2020 • American Battery Metals Corp • Metal mining • Nevada
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 23, 2020, by and between AMERICAN BATTERY METALS CORPORATION., a Nevada corporation (the “Company”), and TYSADCO PARTNERS, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
Certain identified information has been omitted from this exhibit because its is both (i) not material and (ii) would likely cause competitive harm to the Registrant if publicly disclosed. Such omitted information is indicated by brackets (“[…***…]”)...Securities Purchase Agreement • September 14th, 2023 • AMERICAN BATTERY TECHNOLOGY Co • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 29, 2023, is by and among American Battery Technology Company, a Nevada corporation with offices located at 100 Washington Street Suite 100, Reno, NV 89503 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 27th, 2017 • Oroplata Resources, Inc. • Metal mining • California
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of July 18, 2016 (the “Execution Date”), is entered into by and between Oroplata Resources, Inc. (the “Company”), a Nevada corporation, with its principal executive offices at 11209 Brockway Road, Suite 302, Truckee, CA 96161, and Tangiers Investment Group, LLC (the “Investor”), a Delaware limited liability company, with its principal executive offices at 2251 San Diego Ave. Suite B150, San Diego, CA 92110.
INVESTMENT AGREEMENTInvestment Agreement • February 27th, 2017 • Oroplata Resources, Inc. • Metal mining • California
This INVESTMENT AGREEMENT (the “Agreement”), dated as of July 18, 2016 (the “Execution Date”), is entered into by and between Oroplata Resources, Inc. (the “Company”), a Nevada corporation, with its principal executive offices at 11209 Brockway Road, Suite 302, Truckee, CA 96161, and Tangiers Investment Group, LLC (the “Investor”), a Delaware limited liability company, with its principal executive offices at 2251 San Diego Ave. Suite B150, San Diego, CA 92110.
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT American Battery Technology CompanyPlacement Agent Common Stock Purchase Warrant • April 4th, 2023 • AMERICAN BATTERY TECHNOLOGY Co • Metal mining
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 29, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from American Battery Technology Company, a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of March 26, 2023.
American Battery Metals CorporationPlacement Agent Agreement • April 27th, 2021 • American Battery Metals Corp • Metal mining • New York
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • July 18th, 2018 • Oroplata Resources, Inc. • Metal mining • California
This equity purchase agreement is entered into as of July 13, 2018 (this “Agreement”), by and between OROPLATA RESOURCES, INC., a Nevada corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (the “Investor”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • March 17th, 2017 • Oroplata Resources, Inc. • Metal mining • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Tangiers Investment Group, LLC, a Delaware corporation, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5 PM New York City Time on September 28, 2021 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Oroplata Resources, Inc., a Nevada corporation (the “Company”), up to 121,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1.00(b).
ContractPurchase Warrant Agreement • April 27th, 2021 • American Battery Metals Corp • Metal mining • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT UNTIL OCTOBER [__], 2021 TO ANYONE OTHER THAN (I) A.G.P./ALLIANCE GLOBAL PARTNERS OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF A.G.P./ALLIANCE GLOBAL PARTNERS OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 16th, 2020 • American Battery Metals Corp • Metal mining • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 14, 2020, by and between American Battery Metals Corporation., a Nevada corporation, with headquarters located at 930 Tahoe Blvd., Suite 802-16, Incline Village, NV 89451 (the “Company”) and GS CAPITAL PARTNERS, LLC, with its address at 30 Washington Street, Suite 5L, Brooklyn, NY 11201 (the “Buyer”).
AMERICAN BATTERY TECHNOLOGY COMPANY Common Stock (par value $0.001 per share) ATM Sales AgreementAtm Sales Agreement • April 3rd, 2024 • AMERICAN BATTERY TECHNOLOGY Co • Mining & quarrying of nonmetallic minerals (no fuels) • New York
American Battery Technology Company, a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Virtu Americas LLC (the “Agent”) as follows:
SECURITY AGREEMENTSecurity Agreement • October 3rd, 2016 • Oroplata Resources, Inc. • Metal mining • California
This SECURITY AGREEMENT, dated as of September 28, 2016 (this “Agreement”), is among Oroplata Resources, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and Tangiers Investment Group, LLC, its endorsees, transferees, and assigns (collectively, the “Secured Parties”).
10% FIXED CONVERTIBLE PROMISSORY NOTE OF OROPLATA RESOURCES, INC.Convertible Note • August 1st, 2017 • Oroplata Resources, Inc. • Metal mining • California
THIS NOTE is a duly authorized Fixed Convertible Promissory Note of Oroplata Resources, Inc. a corporation duly organized and existing under the laws of the State of Nevada (the “Company”), designated as the Company's 10% Fixed Convertible Promissory Note in the principal amount of $550,000 (the “Note”). This Note will become effective only upon execution by both parties and delivery of the first payment of consideration by the Holder (the “Effective Date”).
PURCHASE AGREEMENTPurchase Agreement • November 5th, 2020 • American Battery Metals Corp • Metal mining • Nevada
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of October 23, 2020, is entered into by and between AMERICAN BATTERY METALS CORPORATION, a Nevada corporation (the “Company”), and TYSADCO PARTNERS, LLC, a Delaware limited liability company (the “Investor”).
CONSULTING AGREEMENTConsulting Agreement • July 9th, 2021 • American Battery Metals Corp • Metal mining
This Consulting Agreement (this "Agreement")is entered and effective as of December 10, 2017 (the "Effective Date"), by and between Oroplata Resources, Inc. 930 Tahoe Blvd, Suite 802-16 Incline Village, NV 89451 (the "Company") and Willian Hunter ("Board Member" and together with the Company, the "Parties.").
EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2021 • American Battery Metals Corp • Metal mining
This Employment Agreement (this “Agreement”) is entered and effective as of September 16, 2019 (the “Effective Date”), by and between American Battery Metals Corporation 930 Tahoe Blvd, Suite 802-16 Incline Village, NV 89451 (the “Company”) and Ryan Melsert (“Employee” and together with the Company, the “Parties.”).
THIRD AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • July 3rd, 2023 • AMERICAN BATTERY TECHNOLOGY Co • Metal mining • Nevada
This THIRD AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of June 30, 2023, by and between LINICO CORPORATION, a Nevada corporation (“Seller”), and AMERICAN BATTERY TECHNOLOGY COMPANY, a Nevada corporation (“Purchaser”).
DIRECTOR AGREEMENTDirector Agreement • July 9th, 2021 • American Battery Metals Corp • Metal mining
This Director Agreement (this "Agreement") is entered and effective as of September 8, 2020 (the "Effective Date"), by and between American Battery Metals Corporation at 930 Tahoe Blvd, Suite 802-16, Incline Village, NV 89451 (the "Company") and Ryan Melsert ("Board Member" at 255 North Sierra Street, Unit 1512, Reno NV 89501, and together with the Company, the "Parties.").
10% FIXED CONVERTIBLE PROMISSORY NOTE OF OROPLATA RESOURCES, INC.Convertible Note Agreement • March 13th, 2017 • Oroplata Resources, Inc. • Metal mining • California
THIS NOTE is a duly authorized Fixed Convertible Promissory Note of Oroplata Resources, Inc. a corporation duly organized and existing under the laws of the State of Nevada (the “Company”), designated as the Company's 10% Fixed Convertible Promissory Note in the principal amount of $250,000 (the “Note”). This Note will become effective only upon execution by both parties and delivery of the first payment of consideration by the Holder (the “Effective Date”).
American Battery Technology Company August 27, 2021Offer Letter • August 30th, 2021 • American Battery Metals Corp • Metal mining • Nevada
On behalf of American Battery Technology Company (the “Company”), I am very pleased to outline in this letter (the “Offer Letter”) the terms and conditions on which we are offering you the position of Chief Financial Officer of the Company. This Offer Letter will not constitute an agreement until it has been fully executed by both parties. Please note that this Offer Letter does not contemplate a contract or promise of employment for any specific term; you will be an at will employee at all times. Unless otherwise stated herein, by accepting this Offer Letter, the terms and conditions of this Offer Letter will supersede and replace any other compensation or employment agreement between the Company and you (or your affiliates) whether as an employee or independent contractor (including any previous promises or statements by the Company regarding equity compensation or incentives that were not previously issued as of the date above).
Ryan Melsert Via E-Mail: rmelsert@batterymetals.com Dear Mr. Melsert,Employment Agreement • November 27th, 2024 • AMERICAN BATTERY TECHNOLOGY Co • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada
On behalf of American Battery Technology Company (the “Company”), I am pleased to outline in this letter (the “Offer Letter” or “Agreement”) the terms and conditions on which we are extending your positions of Chief Executive Officer (CEO) and Chief Technology Officer (CTO) (jointly referred to herein as “CEO”) of the Company. This Offer Letter will not constitute an agreement until it has been fully executed by both parties.
ContractWarrant Agreement • November 5th, 2020 • American Battery Metals Corp • Metal mining • Nevada
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
AGREEMENT REGARDING OUTSTANDING NOTESAgreement Regarding Outstanding Notes • November 16th, 2017 • Oroplata Resources, Inc. • Metal mining • California
THIS AGREEMENT REGARDING OUTSTANDING NOTES (this “Agreement”) is made effective as of October 2, 2017 (the “Effective Date”), and is entered into by and between TANGIERS INVESTMENT GROUP, LLC, a Delaware limited liability company (“Tangiers”), and OROPLATA RESOURCES, INC., a Nevada corporation (the “Company”) For purposes of this Agreement, Tangiers and the Company may be referred to individually as a “Party,” and collectively as the “Parties.”
Steven WuEmployment Agreement • August 26th, 2024 • AMERICAN BATTERY TECHNOLOGY Co • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada
On behalf of American Battery Technology Company (the “Company”), I am pleased to outline in this letter (the “Offer Letter” or “Agreement”) the terms and conditions on which we are offering you the position of Chief Operating Officer of the Company. This Offer Letter will not constitute an agreement until it has been fully executed by both parties.
American Battery Technology Company Series D Preferred Stock SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENTSubscription and Investment Representation Agreement • September 20th, 2024 • AMERICAN BATTERY TECHNOLOGY Co • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada
THIS AGREEMENT, dated as of September 16, 2024, is by and between American Battery Technology Company, a Nevada corporation (the “Company”), and the undersigned subscriber (the “Subscriber”). In consideration of the mutual promises contained herein, and other good, valuable and adequate consideration, the parties hereto agree as follows:
AMENDMENT TO INVESTMENT AGREEMENTInvestment Agreement • July 9th, 2018 • Oroplata Resources, Inc. • Metal mining • California
THIS AMENDMENT TO INVESTMENT AGREEMENT (this “Amendment”) is made effective as of April 13, 2018 (the “Effective Date”), and is entered into by and between TANGIERS INVESTMENT GROUP, LLC, a Delaware limited liability company (“Tangiers”), and OROPLATA RESOURCES, INC., a Nevada corporation (the “Company”) For purposes of this Amendment, Tangiers and the Company may be referred to individually as a “Party,” and collectively as the “Parties.” Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Investment Agreement (defined below).
MINERAL CLAIM PURCHASE AGREEMENTMineral Claim Purchase Agreement • June 8th, 2016 • Oroplata Resources, Inc. • Metal mining • Nevada
PLATEAU VENTURES LLC., a company incorporated to the laws of the state of Utah and having an address at: 2250 Old City Park Road, Moab, Utah, USA, 84532
AMENDMENT TO DIRECTOR AGREEMENTDirector Agreement • September 28th, 2023 • AMERICAN BATTERY TECHNOLOGY Co • Mining & quarrying of nonmetallic minerals (no fuels)
American Battery Technology Company, a Nevada corporation (the “Company”), and Rick Fezell do hereby amend the Director Agreement dated February 21, 2022, as follows:
WAIVER AND AMENDMENT AGREEMENTWaiver and Amendment Agreement • February 27th, 2017 • Oroplata Resources, Inc. • Metal mining • California
THIS WAIVER AND AMENDMENT AGREEMENT (hereafter, as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, referred to as this “Agreement"), dated as of February 15, 2017 (the “Execution Date”), is entered into by and between OROPLATA RESOURCES, INC., a Nevada corporation ("Oroplata" or the “Company”), and TANGIERS INVESTMENT GROUP, LLC ("Tangiers") (the “Parties”, and each, a “Party”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 9th, 2021 • American Battery Metals Corp • Metal mining
This Employment Agreement (this “Agreement”) is entered and effective as of December 10, 2017 (the “Effective Date”), by and between Oroplata Resources, Inc. 930 Tahoe Blvd, Suite 802-16 Incline Village, NV 89451 (the “Company”) and Douglas Cole (“Executive” and together with the Company, the “Parties.”).
SECOND AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • July 9th, 2021 • American Battery Metals Corp • Metal mining
THIS SECOND AMENDMENT TO CONSULTING AGREEMENT (this “Amendment”) effective as of June 17, 2020 (the “Effective Date”), is entered into between American Battery Metals Corp., a Nevada corporation, (the “Company”) and Douglas MacLellan, an individual (“Board Member”). The Company and Board Member are sometimes referred to in this Amendment individually as a “Party” and collectively as the “Parties.”
