Material Agreement Form 8 K

On November 26, 2024, American Battery Technology Company (the "Company") issued to High Trail Investments ON LLC and High Trail Special Situations LLC (collectively, the "Buyers") senior secured convertible notes in the aggregate principal amount of $12,000,000 (the "Notes"). The Notes are governed by the terms of the existing securities purchase agreement between the parties, dated August 29, 2023, as amended on November 14, 2024, to take into account the terms of the new Notes (the "Purchase Agreement"), which include changes to, among other things, the interest rate, conversion rate, collateral, prepayment events, covenants and liquidity requirements. The purchase price for the Notes is the principal amount multiplied by the purchase price ratio of 0.825. Buyers may request partial redemptions of up to an aggregate amount of $1,000,000 on the first calendar day of each month beginning on January 1, 2025 or may convert the Notes into shares of common stock of the Company (the "Conversion Shares") at a conversion rate of (i) 1,333.33 Conversion Shares per $1,000 principal amount of Notes with respect to $3,000,000 of principal and (ii) 945.0992 Conversion Shares per $1,000 principal amount of Notes with respect to the remaining outstanding principal amount of the Notes. The Notes bear zero coupon, mature on September 1, 2025, and are secured by certain real property, cash and investment accounts of the Company. In connection with the issuance of the Notes, the Company identified and the Buyers waived, certain events that would otherwise be events of default under the existing securities purchase agreement between the parties, dated August 29, 2023. This summary of the terms of the Notes is qualified entirely by reference to the Notes and the amendment to the Purchase Agreement, copies of which will be filed with the Commission as exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ending December 31, 2024.

A.G.P./Alliance Global Partners acted as sole placement agent for the financing.