Item 1.01 Entry into a Material Definitive Agreement.

On April 26, 2021, American Battery Metals Corporation (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with the purchaser set forth on the signature page thereto for the purchase and sale of an aggregate of 9,090,910 shares of the Company's common stock (the "Shares") in a registered direct offering at a purchase price of $1.65 per Share for aggregate gross proceeds to the Company of approximately $15,000,000, before deducting placement agent fees and expenses.

Pursuant to a placement agency agreement (the "Placement Agency Agreement") dated as of April 26, 2021, by and between the Company and A.G.P./Alliance Global Partners ("AGP"), the Company engaged AGP to act as the Company's non-exclusive placement agent in connection with the registered direct offering. Pursuant to the Placement Agency Agreement, the Company agreed to pay AGP a cash fee (the "Cash Fee") of 7.0% of the gross proceeds the Company receives under the Purchase Agreement. The Company also agreed to pay all the fees and expenses relating this offering, including the fees and expenses of AGP's legal counsel not exceeding $75,000. In addition, the Company agreed to issue to AGP (or its designees) placement agent warrants (the "Placement Agent Warrants") to purchase a number of shares equal to 3.0% of the aggregate number of Shares sold under the Purchase Agreement. The Placement Agent Warrants will be exercisable, in whole or in part, commencing on a date which is one hundred eighty (180) days after the initial issuance date and expiring on the five year anniversary thereof, and have an exercise price of $1.815 per share, subject to certain adjustments set forth therein.

The registered direct offering is expected to close on or about April 28, 2021, subject to the satisfaction of customary closing conditions.

The Shares and Placement Agent Warrants (and underlying shares) were offered, and will be issued, pursuant to the Prospectus Supplement to be filed to the Prospectus included in the Company's Registration Statement on Form S-3 (Registration No. 333-252492) filed with the Securities and Exchange Commission on January 28, 2021 and declared effective on March 15, 2021.

Sichenzia Ross Ference LLP, counsel to the Company, has issued an opinion to the Company regarding the validity of the Shares and shares underlying the Placement Agent Warrants to be issued in the offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.

The foregoing summaries of the terms of the Purchase Agreement, Placement Agency Agreement and Placement Agent Warrants described herein are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.




Item 8.01 Other Events.

On April 26, 2021, the Company issued a press release regarding the registered direct offering. A copy of the press release is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.





Exhibit No   Exhibit

   5.1       Opinion of Sichenzia Ross Ference LLP

   10.1      Form of Securities Purchase Agreement

   10.2      Form of Placement Agent Warrant

   10.3      Form of Placement Agency Agreement

   99.1      Press release

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