Item 1.01. Entry into a Material Definitive Agreement
On September 8, 2020, American Battery Metals Corporation (the "Company")
entered into a director agreement (the "Director Agreement") with Ryan Melsert
in connection with his appointment to the board of directors of the Company
pursuant to Item 5.02 below.
Pursuant to the Consulting Agreement, Mr. Melsert is entitled to monthly
compensation in the amount of $7,500 (the "Monthly Compensation") as well as
$2,500 value in shares of common stock.
In addition, Mr. Melsert received a grant of two million restricted common
shares upon execution of the Consulting Agreement. Mr. Melsert will receive an
additional one million shares on each anniversary date of September 1 subject to
his continuing to provide services for the Company. Mr. Melsert is also eligible
to receive bonuses based on certain milestones as set forth in the Consulting
Agreement included in Item 9.01 of this Current Report.
Item 3.02. Unregistered Sale of Equity Securities
The information required to be disclosed in this Item 3.02 is incorporated
herein by reference to Item 1.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 8, 2020 the board of directors of the Company, pursuant to the
bylaws of the Company, approved an increase the number of directors of the
Company to four directors, and to appoint Mr. Ryan Melsert as a director to fill
the vacancy created by the increase in the number of directors.
Mr. Melsert currently serves as Chief Technology Officer of the Company. Mr.
Melsert, age 38, previously served as R&D Manager for Tesla's Gigafactory
Battery Materials Processing group. He founded and led this cross-functional
team of mechanical and chemical engineers who implemented first principles
design to develop novel first-of-kind systems for the extraction, purification,
and synthesis of precursor and active battery materials. This development scope
included the fundamental conceptual design, rigorous thermodynamic and process
modeling, design and fabrication of bench-scale prototypes, construction and
operation of integrated pilot systems, and implementation of commercial scale
systems for the processing of battery materials.
The Board of Directors has concluded that Mr. Melsert is qualified to serve as a
director of the Company because of his financial expertise and extensive
management experience as the Company proceeds on development of its battery
recycling plant which is currently the Company's primary project.
There have been no transactions since the beginning of the Company's last fiscal
year, and there are no currently proposed transactions, in which the Company was
or is to be a participant and in which Mr. Melsert (or any member of his
immediate family) had or will have any interest, that are required to be
reported under Item 404(a) of Regulation S-K. The appointment of Mr. Melsert was
not pursuant to any arrangement or understanding between him and any person,
other than a director or executive officer of the Company acting in his or her
Item 9.01 Financial Statements and Exhibits
10.1 Director Agreement between the Company and Ryan Melsert dated September
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