Item 1.01 Entry into a Material Definitive Agreement.
On April 2, 2021, American Battery Metals Corporation (the "Company") entered
into a Purchase Agreement (the "Purchase Agreement") with Tysadco Partners LLC,
a Delaware limited liability company ("Tysadco").
Pursuant to the Purchase Agreement, Tysadco committed to purchase, subject to
certain restrictions and conditions, up to $75,000,000 worth of the Company's
common stock (the "Commitment"), over a period of 24 months ("Maturity Date")
from April 2, 2021 (the "Effective Date"). Pursuant to the Purchase Agreement,
the Company has issued 750,000 restricted shares of common stock to Tysadco as a
commitment fee (the "Commitment Shares").
The Purchase Agreement provides that at any time after the Effective Date, from
time to time on any business day selected by the Company (the "Purchase Date"),
the Company shall have the right, but not the obligation, to direct Tysadco to
buy the lesser of $10,000,000 in common stock per sale or 200% of the average
shares traded for the 5 days prior to the closing request date, at a purchase
price of 95% of the average of the 5-day median share price 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. The payment for the
shares covered by each request notice will occur on the business day following
the valuation period which is the five-day period immediately following the
delivery of the purchased shares.
In addition, Tysadco will not be obligated to purchase shares if Tysadco's total
number of shares beneficially held at that time would exceed 4.99% of the number
of shares of the Company's common stock as determined in accordance with Rule
13d-1(j) of the Securities Exchange Act of 1934, as amended. In addition, the
Company is not permitted to draw on the Purchase Agreement unless there is an
effective registration statement to cover the resale of the shares.
The Purchase Agreement also contains customary representations and warranties of
each of the parties. The assertions embodied in those representations and
warranties were made for purposes of the Purchase Agreement and are subject to
qualifications and limitations agreed to by the parties in connection with
negotiating the terms of the Purchase Agreement. The Purchase Agreement further
provides that the Company and Tysadco are each entitled to customary
indemnification from the other for, among other things, any losses or
liabilities they may suffer as a result of any breach by the other party of any
provisions of the Purchase Agreement. The Company has the unconditional right,
at any time, for any reason and without any payment or liability, to terminate
the Purchase Agreement.
The foregoing description of the Purchase Agreement is qualified in its entirety
by reference to the Purchase Agreement, a copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated by reference in this Item
The Company issued the Commitment Shares in reliance on the exemption from
registration under Section 4(a)(2) of the Securities Act. The Company relied on
this exemption from registration for private placements based in part on the
representations made by Tysadco, including the representations with respect to
Tysadco's status as an accredited investor, as such term is defined in Rule
501(a) of the Securities Act, and Tysadco's investment intent.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 above is incorporated by reference into
this Item 3.02.
Item 9.01 Exhibits
Exhibit No. Description
10.1 Purchase Agreement between American Battery Metals Corporation and
Tysadco Partners LLC, dated April 2, 2021
© Edgar Online, source Glimpses