American Battery Technology Company (OTCPK:ABML) entered into an asset purchase agreement and membership interest purchase agreement to acquire Commercial hazardous waste recycling facility of LINICO Corporation for $27 million on March 1, 2023. Pursuant to the terms of the agreements, $1.5 million of the purchase price will be held in escrow for up to 18 months and be available for the settlement of indemnification claims made by the buyer under the agreements. On March 31, 2023, the parties amended the Facility purchase agreement, and on April 6, 2023, the parties amended and restated the Facility purchase agreement pursuant to which, the Company subsequently (a) received $5 million in cash at signing, and is entitled to receive an additional (b) $10 million in cash on or before April 21, 2023 and (c) 10 million shares of restricted shares of ABTC stock on or before May 1, 2023, the net cash proceeds of which shall be applied toward $6.6 million of the Purchase Price, including a portion of which shall constitute the Escrowed Funds. The transaction is expected to close by June 30, 2023. Foley & Lardner LLP acted as legal advisor to LINICO and Fennemore acted as legal advisor to American Battery Technology.
On June 30, 2023, American Battery Technology Company and LINICO Corporation entered into the Third Amended and Restated Membership Interest Purchase Agreement to acquire the Recycling Facility. Pursuant to the terms of the Amended Agreement, the parties agreed to (i) remove the requirement that $1.5 million of the purchase price be held in escrow for the settlement of indemnification claims, (ii) transfer back to American Battery Technology Company 1,923,077 of the shares issued by the Company in exchange for the elimination of such indemnification escrow, (iii) add a purchase price adjustment to the extent that, as of a specified value test date, the value of the portion of the purchase price comprised of shares does not equal at least $6 million, (iv) provide for an interim water rights agreement through the final purchase price payment date, (iv) advance the closing date to as soon as practicable after the declaration of effectiveness of the resale registration statement on Form S-3 filed by American Battery Technology Company for the resale of shares by Seller or its affiliates, and (v) remove the deadline to close the acquisition by June 30, 2023.

American Battery Technology Company (OTCPK:ABML) completed the acquisition of Commercial hazardous waste recycling facility of LINICO Corporation on August 21, 2023.