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AMERICAN BATTERY METALS CORPORATION

(ABML)
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AMERICAN BATTERY METALS : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K/A)

09/21/2020 | 06:03am EDT

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 Director 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 Director 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 Director 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 official capacity.

Item 9.01 Financial Statements and Exhibits



(a) Exhibits



Description


10.1 Director Agreement between the Company and Ryan Melsert dated September 8, 2020

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