Form 8-K

8-K — AMERICAN BATTERY TECHNOLOGY Co

Accession: 0001493152-26-032862

Filed: 2026-07-10

Period: 2026-07-09

CIK: 0001576873

SIC: 1400 (MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS))

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

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GRAPHIC (ex10-2_001.jpg)

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8-K

8-K (Primary)

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2026-07-09

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): July 9, 2026

AMERICAN

BATTERY TECHNOLOGY COMPANY

(Exact

name of registrant as specified in its charter)

Nevada

001-41811

33-1227980

(State

or other jurisdiction of

incorporation or organization)

(Commission

File No.)

(IRS

Employer

Identification Number)

100

Washington Street, Suite 100

Reno, NV

89503

(Address

of principal executive offices)

(Zip

Code)

(775)

473-4744

(Registrant’s

telephone number including area code)

N/A

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of Each Class

Trading

Symbol(s)

Name

of Each Exchange on Which Registered

Common Stock, $0.001 par

value

ABAT

The Nasdaq Stock Market

LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

July 9, 2026, American Battery Technology Company (the “Company”) entered into a new employment agreement with Ryan Melsert

to continue to serve as the chief executive officer and chief technology officer of the Company (the “CEO Agreement”). The

CEO Agreement is effective as of July 1, 2026, and has a two-year term. Pursuant to the CEO Agreement, Mr. Melsert’s annual salary

is $475,000. Mr. Melsert will also be eligible to receive performance-based bonuses tied to the achievement of specific strategic milestones,

including an annual cash bonus set at a target of 75% of his annual salary, $1,000,000 in restricted stock units (“RSUs”)

calculated using the 20-day trailing volume-weighted average price prior to July 1, 2026, and an option to purchase 3,000,000 shares

of the Company’s common stock at an exercise price of $2.76 per share (the closing price of the Company’s common stock on

July 1, 2026). The performance-based bonuses will be pro-rated according to the specific weight of each milestone as set forth in the

CEO Agreement. The fiscal year 2027 RSUs and option will vest 1/16th quarterly beginning July 1, 2026, and the option will expire on

July 1, 2036, and the fiscal year 2028 RSUs and option will vest 1/16th quarterly beginning July 1, 2027, and the option will expire

on July 1, 2037.

July 9, 2026, the Company entered into a new employment agreement with Alejandro Flores Arteaga to continue to serve as the chief financial

officer of the Company (the “CFO Agreement”). The CFO Agreement is effective as of July 1, 2026, and has a two-year term.

Pursuant to the CFO Agreement, Mr. Flores Arteaga’s annual salary is $280,000. Mr. Flores Arteaga will also be eligible to receive

performance-based bonuses tied to the achievement of specific strategic milestones, including an annual cash bonus set at a target of

75% of his annual salary, $500,000 in RSUs calculated using the 20-day trailing volume-weighted average price prior to July 1, 2026,

and an option to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $2.76 per share (the closing price

of the Company’s common stock on July 1, 2026). The performance-based bonuses will be pro-rated according to the specific weight

of each milestone as set forth in the CFO Agreement. The fiscal year 2027 RSUs and option will vest 1/16th quarterly beginning July 1,

2026, and the option will expire on July 1, 2036, and the fiscal year 2028 RSUs and option will vest 1/16th quarterly beginning July

1, 2027, and the option will expire on July 1, 2037.

July 9, 2026, the Company entered into a new employment agreement with Steven Wu to continue to serve as the chief operating officer

of the Company (the “COO Agreement”). The COO Agreement is effective as of July 1, 2026, and has a two-year term. Pursuant

to the COO Agreement, Mr. Wu’s annual salary is $350,000. Mr. Wu will also be eligible to receive performance-based bonuses tied

to the achievement of specific strategic milestones, including an annual cash bonus set at a target of 75% of his annual salary, $750,000

in RSUs calculated using the 20-day trailing volume-weighted average price prior to July 1, 2026, and an option to purchase 1,500,000

shares of the Company’s common stock at an exercise price of $2.76 per share (the closing price of the Company’s common stock

on July 1, 2026). The performance-based bonuses will be pro-rated according to the specific weight of each milestone as set forth in

the COO Agreement. The fiscal year 2027 RSUs and option will vest 1/16th quarterly beginning July 1, 2026, and the option will expire

on July 1, 2036, and the fiscal year 2028 RSUs and option will vest 1/16th quarterly beginning July 1, 2027, and the option will expire

on July 1, 2037.

The

Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company, in consultation

with an independent compensation consultant, performed a market assessment and approved the CEO Agreement, CFO Agreement, and COO Agreement,

which are intended to be exempt under Section 16b-3.

There

are no arrangements or understandings between Mr. Melsert, Mr. Flores Arteaga, or Mr. Wu and any other persons pursuant to which Mr.

Melsert was selected as chief executive officer, Mr. Flores Arteaga was selected as chief financial officer, or Mr. Wu was selected as

chief operating officer.

addition, there are no relationships between the Company and each of Mr. Melsert, Mr. Flores Arteaga or Mr. Wu that would require disclosure

pursuant to Item 404(a) of Regulation S-K.

The

foregoing is not a complete description of the parties’ rights and obligations under the CEO Agreement, CFO Agreement, and COO

Agreement, each of which is qualified in its entirety by reference to the full text and terms of each respective agreement, copies of

which are filed as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

Exhibit No.

Description

10.1

Offer Letter, by and between American Battery Technology Company and Ryan Melsert, effective July 1, 2026.

10.2

Offer Letter, by and between American Battery Technology Company and Alejandro Flores Arteaga, effective July 1, 2026.

10.3

Offer Letter, by and between American Battery Technology Company and Steven Wu, effective July 1, 2026.

104

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SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

AMERICAN BATTERY TECHNOLOGY COMPANY

Date: July 10, 2026

By:

/s/

Ryan Melsert

Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

July

1, 2026

Ryan

Melsert

Via

E-Mail: rmelsert@batterymetals.com

Dear

Mr. Melsert,

behalf of American Battery Technology Company (the “Company”), I am pleased to outline in this letter (the “Offer

Letter” or “Agreement”) the terms and conditions on which we are extending your positions of Chief Executive

Officer (CEO) and Chief Technology Officer (CTO) (jointly referred to herein as “CEO”) of the Company. This Offer

Letter will not constitute an agreement until it has been fully executed by both parties.

Position and Duties.

1.1

Position. Subject to the terms and conditions hereof, this contract becomes effective as of July 1, 2026 (the “Effective

Date”).

1.2

Responsibilities.

(a)

As the Company’s CEO, you will report to the Company’s Board of Directors and have such duties and responsibilities as may

be assigned to you from time to time.

(b)

You agree to devote all your business time and attention to the business and affairs of the Company and to fulfill the responsibilities

assigned to you. This shall not preclude you from (i) serving on the boards of directors of a reasonable number of charitable organizations,

(ii) engaging in charitable activities and community affairs, and (iii) managing your personal affairs, so long as these activities do

not interfere with the performance of your duties and responsibilities as the CEO. During the term of your employment, you agree to adhere

to and follow all written internal rules and regulations governing the conduct of the Company’s employees as established or modified

from time to time, provided, however, that in the event of any conflict between the provisions of this Offer Letter and any such rules

or regulations, the provisions of this Offer Letter shall control. You acknowledge that the Company is a public company and you agree

that you are required to adhere to the Company’s policies related thereto.

1.3

Exclusive Services. During your employment by the Company, you shall not, without the express prior written consent of the

Company, engage directly or indirectly in any outside employment or consulting of any kind, irrespective of whether you receive remuneration

for such services, or other activity that relates to any line of business in which the Company or any of its Affiliates (as defined in

Exhibit A) are at that time engaged or plan to engage in, or that may, now or in the future, otherwise conflict with your

employment obligations, contractual duties, or fiduciary obligations to the Company, provided, however, that nothing in this Agreement

shall prevent you from owning, in the aggregate, five percent (5%) or less of the outstanding equity interests of a company whose securities

are traded on a national security exchange or on an over-the-counter market.

1.4

No Employment Restriction. You hereby represent and covenant that, except as disclosed to the Company, your employment by

the Company does not violate any agreement or covenant to which you are subject or by which you are bound and that there is no such agreement

or covenant that could restrict or impair your ability to perform your duties or discharge your responsibilities to the Company.

1.5

Location. Your place of work will be Reno, Nevada, in the Company’s main offices.

Compensation.

2.1

Base Salary. Your annual base salary will initially be as set forth on the attached Schedule A (“Annual

Base Salary”) and paid according to the Company’s regular payroll practice throughout the calendar year, pro-rated for

any partial periods based on the actual number of days in the applicable period. Your performance will be evaluated at least annually

and any increase to the level of your Annual Base Salary will be determined as part of the regular annual review process. Your service

as a director on the Company’s Board of Directors shall not entitle you to any additional compensation not otherwise set forth

herein.

2.2

Bonus. All annual bonuses to which you are entitled, if any, shall be listed on the attached Schedule A and

updated annually.

2.3

Equity Compensation. All equity compensation to which you are entitled, if any, shall be listed on the attached Schedule

A. All equity compensation shall only be as approved by the Board of Directors of the Company in its sole and absolute discretion.

Benefits.

3.1

Benefit Program. You are eligible to participate in the Company’s benefit programs available to other employees of the

Company at your level.

3.2

Unlimited Time-Off Policy. The system is known as “unlimited time-off policy” or “unlimited paid time off.”

It is a vacation policy that allows employees to take as much free time as they feel they need as long as it does not interfere with

their work responsibilities, work completion, and the quality of their work. The system is designed to provide the employee flexibility

as a reward for making productive use of work hours. The employee is paid for the time they take off from their job. The employee cannot

take off more than fourteen consecutive calendar days. Paid time off (“PTO”) is not counted or allocated, and is not

accrued, and the employee takes off as much time as needed for vacation, family issues, sick days, etc. Should the employee’s time

off impact their productivity, the employee’s time off will be more closely monitored and compared to the job responsibilities

of that employee. Unlimited paid time off is a reward for job excellence, not an entitlement.

3.3

Reimbursement. You will be reimbursed for out-of-pocket expenses reasonably incurred in connection with the performance of

your duties in accordance with the Company’s policies as established from time to time.

3.4

No Other Benefits. You will not be entitled to any benefit or perquisite other than as specifically set out in this Offer

Letter or separately agreed to in writing by the Company.

Termination; Payments and Entitlements upon Termination

4.1

Employment Term. Your employment hereunder may be terminated by either the Company or by you at any time and for any reason,

provided that, unless otherwise provided herein, you are required to give the Company at least sixty (60) days’ advance written

notice of your termination of employment, whether with or without Good Reason (as defined in the attached Exhibit A). Upon

termination of employment during the employment term, you shall be entitled to the compensation and benefits as described in this Section

4, and any amounts expressly stated in Schedule A, and shall have no further rights to any compensation or any other benefits from the

Company or any of its Affiliates.

4.2

Written Notice of New Employer or Enterprise. You further agree that should you find new employment or initiate activity to

form a new business or enterprise at any time within (a) the Initial Noncompete Period (as defined in the attached Exhibit A)

or (b) to the extent the Board of Directors opts to exercise its discretion and request, at any time prior to the expiration of the Initial

Noncompete Period, that an Option Noncompete Period (as defined in the attached Exhibit A) go into effect, you will provide

the Company with written notice of such proposed new employment or initiation of activity to form a new business or enterprise. Such

notice shall include (i) the name of your proposed new employer, business or enterprise, (ii) the position to be assumed by you and (iii)

a detailed description of the nature of the proposed business activities and your intended role at such employer, business or enterprise.

Within fifteen (15) business days from its receipt of such written notice, the Company will evaluate whether such new employment, business

or enterprise by you would violate any of the Restrictive Covenants or any other noncompete restrictions in this Agreement. The Company

agrees to exercise its reasonable judgement in making this determination. If the Company determines that the acceptance by you of such

proposed new employment or initiation of a new business or enterprise would not constitute a potential violation of the Restrictive Covenants

or any other noncompete restrictions in this Agreement, the Company will provide you with a written release (such release, a “New

Employment Release Notice”). Upon the receipt by you of a New Employment Release Notice, you shall be permitted to accept such

new employment or form such new business or enterprise. If the Company determines that your proposed new employment, business or enterprise

would be in violation of the non-competition provisions of this Agreement, the Company will furnish to you, within that same fifteen

(15) business day period, a written notice that sets forth the reasons why a potential or actual violation may exist (such rejection,

a “New Employment Prohibition Notice”). Upon the receipt by you of a New Employment Prohibition Notice, you shall

not be permitted to accept such new employment or initiate such new business or enterprise. Notwithstanding the foregoing, the issuance

of any New Employment Release Notice shall have no impact on your obligation to abide by the Restrictive Covenants and any other noncompete

restrictions in this Agreement, which shall remain in full force in effect until the end of the Initial Noncompete Period and, to the

extent the Board of Directions has exercised its right to put into effect the Option Noncompete Period, the Option Noncompete Period.

4.3

Discretionary Salary Continuation; Right to Recoup

(a)

Discretionary Salary Continuation. To the extent the Company exercises its right to put into effect an Option Noncompete

Period, and to the extent no CIC Severance Payment has been made pursuant to Section 4.6 during the Option Noncompete Period, the Company,

after receiving from you an executed irrevocable release (as described in Section 4.8 below), will pay you on a pro-rated basis the salary

you received in your last role with the Company (“Option Period Payment”). Such salary shall begin to accrue on the

later of (i) the first day of the Option Noncompete Period and (ii) the date of receipt by the Company of your executed irrevocable release

(as described in Section 4.8 below). You further acknowledge and agree that the Company may, at any time and in its sole and absolute

discretion, choose to waive its rights under this Agreement and not elect to exercise (or, if applicable, cease) payment of the salary

continuation during the Option Noncompete Period. In the event that Company waives its rights under this Agreement to not elect to exercise

payment of the salary continuation for any reason, all your obligations relating to the Initial Noncompete Period or Option Noncompete

Period are also waived.

(b)

End of Salary Continuation. If at any time you find new employment during the Option Noncompete Period, you agree to proceed

in accordance with Section 4.2 to obtain approval from the Company. In the event that such new employment is approved by the Company

as not violating the provisions of this Agreement, you acknowledge and agree that the Company shall immediately discontinue any further

payments during the Option Noncompete Period as of the date immediately preceding the first day of such new employment (such date, the

“End of Salary Continuation Date”) and the remaining provisions of this Agreement shall remain in full force and effect.

(c)

Right to Recoup Payments. As long as the Company chooses to pay you, those payments will be made to you in regular installments

as if you had remained a Company employee. Any amounts that you earn during the Option Noncompete Period in a position and/or business

enterprise that is not in violation of this Agreement will be subtracted from the payments from the Company to you. You further acknowledge

and agree that in the event that such amounts you earn are not subtracted from the payments received from the Company, you will reimburse

the Company in the amounts equal to what you earned during the Option Noncompete Period for any bi-weekly pay period during which you

earned amounts from other employment while still receiving Option Period Payments. You further acknowledge and agree that the Company

has the right to pursue all remedies available at law and equity to recoup any payments in the event you fail to reimburse the Company

for such amounts.

4.4

Termination by Company for Cause or by Employee without Good Reason. If this Agreement is terminated by the Company for Cause,

or by you without Good Reason, you will be entitled to accrued but unpaid salary owed to you through the date of termination, and reimbursement

for any legitimate business expenses, but you shall forfeit any other form of compensation, including but not limited to cash equity

compensation and bonus compensation not already received by you or not already vested as of the date of termination. Any vested but unexercised

options or warrants must be exercised by the earlier of (i) the one-year anniversary of the date of termination, or (iii) the expiry

of such option’s or warrant’s term.

4.5

Termination by Company without Cause or by Employee with Good Reason. Subject to Sections 4.3, 5.9, and 7.11, if your employment

is terminated following the date of this Offer Letter (i) by the Company without Cause other than by reason of your Disability (as defined

in the attached Exhibit A) or (ii) by you for Good Reason (either (i) or (ii), an “Involuntary Termination”), you

will be entitled to accrued but unpaid salary owed to you through the date of termination, reimbursement for any legitimate business

expenses, and cash bonus compensation for any milestones that were achieved prior to the date of termination, but you shall forfeit any

other form of compensation, including but not limited to equity compensation not already accrued or vested as of the date of termination.

Any vested but unexercised options or warrants must be exercised by the earlier of (i) the one-year anniversary of the End of Salary

Continuation Date of the Option Period or (ii) the expiry of such option’s or warrant’s term. In addition, you will be entitled

to an additional amount equal to twelve (12) months’ salary (“Severance Payment”) minus all applicable withholding

taxes, which shall be paid in regular installments as if you had remained a Company employee after the Company receives from you an executed

irrevocable release (as described in Section 4.8 below). Finally, the Company will pay for twelve (12) months of COBRA coverage for you.

4.6

Involuntary Termination with Change in Control. If an Involuntary Termination occurs within 24 months following a Change

in Control (as that term is defined in the Company’s Equity Incentive Plan or any subsequent plan that replaces that plan), and

after the Company receives from you an executed irrevocable release, you will be entitled to: (a) an amount equal to twelve (12) months’

salary minus all applicable withholding taxes and (b) an amount equal to the amount of cash bonus paid to you under Section 6.5 (together,

the “CIC Severance Payment”). The CIC Severance Payment will be made in addition to the Severance Payment described

in Section 4.5 above. The CIC Severance Payment shall be paid within thirty (30) days after the Company receives from you an executed

irrevocable release (as described in Section 6.8 below). Further, the Company will pay for six (6) months of COBRA coverage for you.

Any vested but unexercised options or warrants must be exercised by the earlier of (i) the one-year anniversary of the date of termination

or (ii) the expiration of such option’s or warrant’s term. Notwithstanding anything in this Offer Letter to the contrary,

upon the occurrence of a Change of Control, all of your unvested equity compensation, including but not limited to RSUs, options, or

warrants, shall vest immediately and be fully exercisable.

4.7

Termination Due to Death or Disability. In the event your employment is terminated by death or Disability (as defined in the

attached Exhibit A), you or your dependents will be entitled to accrued but unpaid salary owed to you through the date

of termination, reimbursement for any legitimate business expenses, and a cash bonus for any milestones that were achieved prior to the

date of termination, Further, (a) all unvested equity compensation, including but not limited to options, shall vest immediately upon

your termination due to death or Disability, and (b) the Company will pay for twelve (12) months of COBRA coverage for you (if termination

is due to your Disability) or your dependents (if termination is due to your death). Any vested but unexercised options must be exercised

within 90 days of the date of termination.

4.8

Release Required. You will be required to execute and return to the Company an irrevocable release substantially similar to

the release in Exhibit B in favor of the Company in order to be entitled to receive any Option Period Payment, Severance

Payment, CIC Severance Payment, or benefits described in Section 4 of this Agreement. Unless state or federal law require a longer period,

the release must be executed within seven days of the date of termination. The release must be in favor of the Company and related parties

relating to all claims or liabilities of any kind regarding your employment with the Company and the Involuntary Termination of such

employment.

4.9

Resignation. If you are a director or officer of the Company, or a director or an officer of a company affiliated or related

to the Company at the time of your termination, you will be deemed to have resigned all such positions on the date of your termination,

and you agree that upon termination you will execute such tenders of resignation as may be requested by the Company to evidence such

resignations.

4.10

Rights under Equity Plans. The provisions of this Offer Letter are subject to the terms of the Company’s equity plans

in effect from time to time. Any equity awards granted to you under the equity plans will follow the terms of the applicable and current

equity plans of the Company.

4.11

Cooperation. From and after termination, you agree, upon the Company’s request, to cooperate in any investigation, litigation,

arbitration, or regulatory proceeding regarding events that occurred during the time of your employment by the Company or its Affiliates.

You will make yourself available to consult with Company’s counsel, to provide information, to appear for testimony and take such

other measures as the Company may reasonably request in respect of your cooperation. The Company will, to the extent permitted by law,

reimburse you for any reasonable out-of-pocket expenses that you incur in extending such cooperation, so long as you provide the Company

with advance written notice of your request for reimbursement and provide satisfactory documentation of such expenses.

Restrictive Covenants.

5.1

Confidentiality.

(a)

You acknowledge that in the course of carrying out, performing, and fulfilling your obligations to the Company hereunder, you will have

access to and will be entrusted with information that would reasonably be considered confidential to the Company or its Affiliates, the

disclosure of which to competitors of the Company, its Affiliates, or to the general public, will be highly detrimental to the best interests

of the Company or its Affiliates. Such information includes, without limitation, trade secrets, know-how, marketing plans and techniques,

cost figures, client lists, software, and information relating to employees, suppliers, customers and persons in contractual relationship

with the Company, technical information, lists of asset sources, the processes and practices of the Company, all information contained

in electronic or computer files, all financial information, salary and wage information (except for your own), and any other information

that is designated by the Company or its Affiliates as confidential or that you know is confidential, information provided by third parties

that the Company or its Affiliates are obligated to keep confidential, and all other proprietary information of the Company or its Affiliates

(“Confidential Information”). Except as may be required in the course of carrying out your duties hereunder, you covenant

and agree that you will not disclose, for the duration of your employment or at any time thereafter, any such information to any person,

other than to the directors, officers, employees or agents of the Company that have a need to know such information, nor shall you use

or exploit, directly or indirectly, such information for any purpose other than for the purposes of the Company, nor will you disclose

or use for any purpose, other than for those of the Company or its Affiliates, any other information which you may acquire during your

employment with respect to the business and affairs of the Company or its Affiliates. You further covenant and agree for the duration

of your employment and at any time thereafter to exercise the highest degree of care in safeguarding confidential information against

loss, theft, or other inadvertent disclosure and agree generally to take all steps necessary or requested by the Company to ensure maintenance

of the confidentiality of the confidential information. Notwithstanding all the foregoing, you shall be entitled to disclose such information

if required pursuant to a subpoena or order issued by a court, arbitrator, or governmental body, agency or official, provided you shall

first have:

(i)

notified the Company;

(ii)

consulted with the Company on whether there is an obligation or defense to providing some or all the requested information; and

(iii)

if the disclosure is required or deemed advisable, cooperate with the Company to obtain an order or other assurance that such information

will be accorded confidential treatment.

Your

obligations under this Offer Letter with regard to any particular Confidential Information shall commence immediately upon your first

having access to such Confidential Information (whether before or after you begin employment with the Company) and shall continue during

and after your employment by the Company until such time as such Confidential Information has become public knowledge other than as a

result of your breach of this Offer Letter or breach by those acting in concert with the you or on your behalf.

(b)

Notwithstanding the foregoing, you may disclose information relating to your own compensation and benefits to your spouse, attorneys,

financial advisors, and taxing authorities. Please note that pursuant to rules promulgated by the U.S. Securities and Exchange Commission

under the Securities Exchange Act of 1934 in effect as of the date hereof, the amount and components of your compensation may be required

to be publicly disclosed on an annual basis.

(c)

Nothing herein prohibits or restricts you (or your attorney) from initiating communications directly with, responding to any inquiry

from, or providing testimony before the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA),

any other self-regulatory organization, or any other federal or state regulatory authority regarding a securities law violation.

5.2

Intellectual Property. You acknowledge and agree that all right, title, and interest in and to any information, trade secrets,

advances, discoveries, improvements, formulae, techniques, processes, research materials, databases, and know-how, whether or not patentable,

and whether or not reduced to practice, that are made, conceived, or developed by you, either alone or jointly with others, if on the

Company’s time, using Company’s facilities, or relating to the business or affairs of the Company, shall belong exclusively

to the Company. You agree that the Company shall be the sole owner of all domestic and foreign patents or other rights pertaining thereto,

and further agree to execute all documents that the Company reasonably determines to be necessary or convenient for use in applying for,

prosecuting, perfecting, or enforcing patents or other intellectual property rights, including the execution of any assignments, patent

applications, or other documents that the Company may reasonably request. Additionally, you agree that all original works of authorship

not otherwise within the scope of the preceding sentence that are conceived or developed during your engagement with the Company, either

alone or jointly with others, if on the Company’s time, using Company’s facilities, or relating to the Company shall be owned

exclusively by the Company. You agree that the Company shall be the sole owner of all rights pertaining thereto, and further agree to

execute all documents that the Company determines to be necessary or convenient for establishing in the Company’s name the copyright

to any such original works of authorship. In connection with the foregoing, you agree to execute any assignments and/or acknowledgements

as may be requested by the Company from time to time. You agree not to claim an interest in any inventions, copyrighted material, patents,

or patent applications unless you demonstrate that any such invention, copyrighted material, patent, or patent application was developed

before you began providing any services for the Company. This provision is intended to apply only to the extent permitted by applicable

law.

5.3

Corporate Opportunities. Any business opportunities related to the business of the Company which become known to you during

your employment with the Company must be fully disclosed and made available to the Company by you, and you agree not to take or attempt

to take any action if the result would be to divert from the Company any opportunity which is within the scope of its existing or future

business.

5.4

Non-Competition and Non-Solicitation.

(a)

Non-Competition. You will not at any time, without the prior written consent of the Company, during (i) your employment

with the Company or (ii) during (A) the Initial Noncompete Period and (B) the Option Noncompete Period (in respect of (B), only to the

extent the Board of Directors opts to exercise its discretion and request, at any time prior to the expiration of the Initial Noncompete

Period, that an Option Noncompete Period go into effect), either individually or in partnership, jointly, or in conjunction with any

person or persons, firm, association, syndicate, corporation, or company, whether as agent, shareholder, employee, consultant, or in

any manner whatsoever, directly or indirectly:

(i)

anywhere in the Territory (as defined in the attached Exhibit A), engage in, carry on, assist, or otherwise have any interest

in, advise, lend money to, guarantee the debts or obligations of, or permit your name to be used in connection with any business which

is a Competitive Business (as defined below);

(ii)

for the purpose, or with the effect, of assisting any Competitive Business (as defined below), solicit, interfere with, accept any business

from, or render any services to anyone who is a client or a prospective client of the Company or any Affiliate at the time you ceased

to be employed by the Company or who was a client during the twelve (12) months immediately preceding such time;

(iii)

For purposes of this Section 5.4(a), a “Competitive Business” means a business involved in or pursuing business opportunities

in battery recycling, battery materials processing, lithium extraction, lithium processing, or which otherwise provides similar services

as the Company;

(iv)

Nothing in this Offer Letter shall prevent you from owning, in the aggregate, five percent (5%) or less of the outstanding equity interests

of a company whose securities are traded on a national security exchange or on an over-the-counter market.

(b)

Non-Solicitation of Employees. You will not at any time, without the prior written consent of the Company, during your

employment with the Company and for a period of time equal to the Initial Noncompete Period and the Option Noncompete Period, as applicable,

one, either individually or in partnership, jointly or in conjunction with any person or persons, firm, association, syndicate, corporation,

or company, whether as agent, shareholder, employee, consultant, or in any manner whatsoever, directly or indirectly, solicit or offer

employment to any person employed or engaged by the Company or any Affiliate at the time you ceased to be employed by the Company or

who was an employee during the 12-month period immediately preceding such time.

(c)

Non-Solicitation of Customers. You will not at any time, without the prior written consent of the Company, during your

employment with the Company and for a period of time equal to the Initial Noncompete Period and the Option Noncompete Period, as applicable,

either individually or in partnership, jointly or in conjunction with any person or persons, firm, association, syndicate, corporation

or company, whether as agent, shareholder, employee, consultant, or in any manner whatsoever, directly or indirectly, solicit the business

of or provide services or good similar to the services or goods provided by the Company to any Customer or any other entity with which

the Company has an agreement to perform services or provide goods during the six (6) month period prior to your separation from the Company.

You further agree not to directly or indirectly contact any Customers for the purpose of soliciting such Customer to purchase or license

a product or service that is the same as, similar to or in competition with those products and/or services offered, made or rendered

by the Company. The above will not apply to any pre-existing relationships you have with Customers that can be demonstrated by pre-dated

emails or communications that demonstrate a relationship existed before employment.

(d)

Non-Solicitation of Suppliers or Service Providers. You will not at any time, without the prior written consent of the

Company, during your employment with the Company and for a period of time equal to the Initial Noncompete Period and the Option Noncompete

Period, as applicable, either individually or in partnership, jointly or in conjunction with any person or persons, firm, association,

syndicate, corporation or company, whether as agent, shareholder, employee, consultant, or in any manner whatsoever, directly or indirectly,

solicit the services or goods to any Supplier or Service Provider or any other entity with which the Company has an agreement to receive

the same or similar goods or services during the six (6) month period prior to your separation from the Company. The above will not apply

to any pre-existing relationships you have with Suppliers or Service Providers that can be demonstrated by pre-dated emails or communications

that demonstrate a relationship existed before employment.

(e)

If you are, at any time, in violation of any provision of this Section 5.4, then each time limitation set forth in this Section 5.4 shall

be extended for a period equal to the period during which such violation or violations occur. If the Company seeks injunctive relief

from any such violation, then the covenants set forth shall be extended for a period equal to the pendency of the proceeding in which

relief is sought, including all appeals therefrom.

5.5

Material Non-Public Information. You acknowledge that information about the Company received by you during the term of your

employment may constitute material, non-public information and you are aware of the restrictions imposed by the United States securities

laws on (a) the purchase or sale of securities by any person who is aware of material, non-public information and (b) on the communication

of such information to any other person who may purchase or sell such securities on the basis of such information (including those persons

who may be permitted to receive such information). You agree that you will comply with all applicable federal and state securities laws

in connection with the purchase or sale, directly or indirectly, of securities of the Company or any other company for which you receive

confidential information in connection with your employment. You further agree to comply in all respects with the Company’s Insider

Trading Policy and Insider Reporting Procedures with respect to any securities of the Company that you may acquire, and you will comply

with all other Company’s policies that may be applicable to you from time to time.

5.6

Non-Disparagement. You will not disparage the Company or any of its Affiliates, directors, officers, employees or other

representatives in any manner and you will in all respects avoid any negative criticism of the Company. This Section 5.6 does not, in

any way, restrict or impede you from exercising protected rights to the extent that such rights cannot be waived by agreement or from

complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency,

provided that such compliance does not exceed that required by the law, regulation, or order. The Company agrees and covenants that it

shall direct its officers and directors to refrain from making any defamatory or disparaging remarks, comments, or statements concerning

you to any third parties.

5.7

Injunctive Relief.

(a)

You acknowledge and agree that in the event of a breach of the covenants, provisions, and restrictions in this Section 5, the Company’s

remedy in the form of monetary damages will be inadequate and that the Company shall be, and is hereby, authorized and entitled, in addition

to all other rights and remedies available to it, to apply for and obtain from a court of competent jurisdiction interim and permanent

injunctive relief and an accounting of all profits and benefits arising out of such breach.

(b)

You acknowledge that the restrictions in this Section 5 are reasonable in all the circumstances, and you acknowledge that the operation

of restrictions contained in this Section 5 may seriously constrain your freedom to seek other remunerative employment. If any of the

restrictions are determined to be unenforceable as going beyond what is reasonable in the circumstances for the protection of the interests

of the Company but would be valid, for example, if the scope of their time periods or geographic areas were limited, you consent to the

court making such modifications as may be required and such restrictions shall apply with such modifications as may be necessary to make

them valid and effective.

5.8

Survival of Restrictions. Each provision of this Section 5 shall survive the termination of this Offer Letter or the

termination of your employment (regardless of the reason for such termination).

5.9

Forfeiture. Notwithstanding the provisions of Sections 6.3 or 6.5, if, following any Involuntary Termination, it shall

be determined that you have breached (either before or after such termination) any of the agreements in this Section 5, the Company shall

have no obligation or liability or otherwise to make any further payment under Sections 6.3 or 6.5 from and after the date of such breach,

except for payments, if any, that cannot legally be forfeited.

Code Section 409A Deferred Compensation.

6.1

In General. This Section 6 shall apply to you if you are subject to Section 409A of the United States Internal Revenue Code

of 1986 (the “Code”), but only with respect to any payment due hereunder that is subject to Section 409A of the Code.

6.2

Release. The requirement to execute an irrevocable release to receive a payment hereunder shall apply to payments described

in Section 6.1 above only if the Company provides the release document for execution to you on or before the date of your Involuntary

Termination.

6.3

Payment Following Involuntary Termination. Notwithstanding any provision herein to the contrary, any payment described in

Section 6.1 that is due to be paid within a stated period following your Involuntary Termination shall be paid:

(a)

If, at the time of your Involuntary Termination, you are a “specified employee” as defined in Section 409A of the Code, such

payment shall be made as of the later of (i) the date payment is due hereunder, or (ii) the earlier of the date which is six months after

your “separation from service” (as defined under Section 409A of the Code), or the date of your death; or

(b)

In any case, on the later of (i) the last day of the stated period, or if such stated period is not more than 90 days, at any time during

such stated period as determined by the Company without any input from you, or (ii) the date of your “separation from service”

(as defined under Section 409A of the Code).

6.4

Reimbursements. The following shall apply to any reimbursement that is a payment described in Section 6.1: (a) with respect

to any such reimbursement under Section 7.8, reimbursement shall not be made unless the expense is incurred during the period beginning

on your effective hire date and ending on the sixth anniversary of your death; (b) the amount of expenses eligible for reimbursement

during your taxable year shall not affect the expenses eligible for reimbursement in any other year; and (c) the timing of all such reimbursements

shall be as provided herein, but not later than the last day of your taxable year following the taxable year in which the expense was

incurred.

6.5

Offset. If you are subject to Section 409A of the Code, any offset under Section 7.11 shall apply to a payment described in

Section 6.1 only if the debt or obligation was incurred in the ordinary course of your employment with the Company, the entire amount

of the set-off in any taxable year of the Company does not exceed $5,000, and the offset is made at the same time and in the same amount

as the debt or obligation otherwise would have been due and collected from you.

6.6

Interpretation. This Offer Letter shall be interpreted and construed to avoid the additional tax under Section 409A(a)(1)(B)

of the Code, or any like provision, to the maximum extent practicable.

General Provisions.

7.1

Entire Agreement. This Offer Letter, together with the plans and documents referred to herein, constitutes and expresses the

whole agreement of the parties hereto with reference to any of the matters or things herein provided for or herein before discussed or

mentioned with reference to your employment. All promises, representations, collateral agreements, and undertakings not expressly incorporated

in this Offer Letter are hereby superseded by this Offer Letter.

7.2

Amendment. This Offer Letter may be amended or modified only by a writing signed by both of the parties hereto.

7.3

Assignment. This Offer Letter may be assigned by the Company to any successor to its business or operations. Your rights hereunder

may not be transferred by you except by will or by the laws of descent and distribution and except as far as applicable law may otherwise

require. Any assignment in violation of the preceding sentence shall be void.

7.4

Governing Law; Consent to Personal Jurisdiction, Venue and Arbitration. This Offer Letter takes effect upon its acceptance

by you and execution by the Company. The validity, interpretation, and performance of this Offer Letter shall be governed, interpreted,

and construed in accordance with the laws of the State of Nevada without giving effect to the principles of comity or conflicts of laws

thereof. You hereby consent to personal jurisdiction and venue, for any action brought by the Company arising out of a breach or threatened

breach of this Offer Letter, or out of the relationship established by this Offer Letter, exclusively in the United States District Court

for the District of Nevada, Reno Division, or in the Second Judicial District, Washoe County, Nevada, or, if applicable, the federal

and state courts in any jurisdiction where you are employed or reside.

Except

for disputes, controversies, or claims or other actions seeking injunctive or equitable relief, which may be brought before any court

having jurisdiction, any controversy, dispute, or claim (“Claim”) whatsoever between you on the one hand, and the

Company, or any of its Affiliates or any employees, officers, directors, agents, and representatives of the Company or its Affiliates

on the other hand, shall be settled by binding arbitration, at the request of either party, under the rules of the American Arbitration

Association. The arbitrator shall apply Nevada law. The demand for arbitration must be in writing and made within the applicable statute

of limitations period. The arbitration shall take place in Reno, Nevada, or in another location mutually agreed to by the parties. The

parties shall be entitled to conduct reasonable discovery, including conducting depositions and requesting documents. The arbitrator

shall have the authority to resolve discovery disputes, including but not limited to determining what constitutes reasonable discovery.

The arbitrator shall prepare in writing and timely provide to the parties a decision and award which includes factual findings and the

reasons upon which the decision is based.

The

decision of the arbitrator shall be binding and conclusive on the parties, except as may otherwise be required by law. Judgment upon

the award rendered by the arbitrator may be entered in any court having proper jurisdiction. Each party shall bear its or his own fees

and costs incurred in connection with the arbitration, except that the arbitrator may award attorneys’ fees and costs in accordance

with applicable law.

You

understand and agree that by using arbitration to resolve any Claims between you and the Company (or its Affiliates) you are giving up

any right that you may have to a judge or jury trial regarding those Claims.

7.5

Severability. The invalidity of any one or more of the words, phrases, sentences, clauses, or sections contained in this Offer

Letter shall not affect the enforceability of the remaining portions of the Offer Letter or any part thereof, all of which are inserted

conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses, or sections

contained in the Offer Letter shall be declared invalid, the Offer Letter shall be construed as if such invalid word or words, phrase

or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted.

7.6

Section Headings and Gender. The section headings contained herein are for reference purposes only and shall not affect in

any way the meaning or interpretation of this Offer Letter. All pronouns and any variations thereof shall be deemed to refer to the masculine,

feminine or neuter, as the identity of the person or persons may require.

7.7

No Term of Employment. Nothing herein obligates the Company to continue to employ you. Where lawfully permitted in any jurisdiction

in which you perform employment responsibilities on behalf of the Company, your employment shall be at will.

7.8

Indemnification. The Company will indemnify and hold you harmless to the maximum extent permitted by applicable law against

judgments, fines, amounts paid in settlement and reasonable expenses, including reasonable attorneys’ fees, in connection with

the defense of, or as a result of any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”)

(or any appeal from any such Proceeding), other than any Proceeding initiated by you or the Company related to any contest or dispute

between you and the Company with respect to this Offer Letter or your employment hereunder, in which you are made or are threatened to

be made a party by reason of the fact that you are or were an director, officer, member, employee, or agent of the Company or any Affiliate.

In addition, the Company agrees that you shall be covered and insured up to the maximum limits provided by any insurance which the Company

maintains to indemnify its directors and officers (as well as any insurance that it maintains to indemnify the Company for any obligations

which it incurs because of its undertaking to indemnify its officers and directors). Costs and expenses incurred by you in defense of

a Proceeding (including attorneys’ fees) shall be paid by the Company in advance of the final disposition of such litigation upon

receipt by the Company of: (i) a written request for payment; (ii) appropriate documentation evidencing the incurrence, amount, and nature

of the costs and expenses for which payment is being sought; and (iii) an undertaking adequate under applicable law made by or on your

behalf to repay the amounts so paid if it shall ultimately be determined that the you are not entitled to be indemnified by the Company

under this Offer Letter.

7.9

Survivorship. Upon the termination of your employment, the respective rights and obligations of the parties shall survive

such termination to the extent necessary to carry out the intended preservation of such rights and obligations.

7.10

Taxes. All payments under this Offer Letter shall be subject to withholding of such amounts, if any, relating to tax or other

payroll deductions as the Company may determine and should withhold pursuant to any applicable law or regulation.

7.11

Set-Off. The Company may set off any amount or obligation which may be owed by you to the Company against any amount or obligation

owed by the Company to you.

7.12

Records. All books, records, and accounts relating in any manner to the Company or to any suppliers, customers, or clients

of the Company, whether prepared by you or otherwise coming into your possession, shall be the exclusive property of the Company and

immediately returned to the Company upon termination of employment or upon request at any time.

7.13

Return of Company Property. You agree not to remove (either physically or electronically) any property belonging to the Company

from the Company’s premises, except as required in the ordinary course of your employment, unless the Company grants you express

written authorization to do so. Upon the termination of your employment, and earlier if the Company requests at any time, you shall deliver

to the Company (and shall not keep copies in your possession or deliver to any other person or entity) all of the Company’s property

in your possession. This requirement to return the Company’s property shall also be a condition of the Company’s right to

keep an amount of money or benefit paid to you upon your termination, if any. Further, the Company has the right to pursue all legal

remedies to: (i) achieve the return of Company property; (ii) recoup any money, or value of any benefit, paid to you upon your termination;

and (iii) obtain reasonable attorneys’ fees, costs, or disbarments incurred in the exercise of its legal rights under this Section.

7.14

Counterparts. This Offer Letter may be executed in counterparts, each of which shall be deemed to be an original but all of

which together shall constitute the same instrument.

7.15

Consultation with Counsel. You acknowledge that you have conferred with your own legal counsel with respect to this Offer

Letter, and that you understand the restrictions and limitations that it imposes upon your conduct.

7.16

Tax Consequences. You understand and acknowledge that the execution and acceptance of this Offer Letter may create a taxable

event as it pertains to any equity compensation you may receive pursuant to the terms of this Offer Letter, as determined by applicable

securities and tax laws. You understand and acknowledge that the Company is not responsible for advising you regarding the tax or other

legal consequences pertaining to the execution and acceptance of this Offer Letter. Should you have questions regarding any such tax

consequences, the Company encourages you to consult with legal tax counsel.

Please

indicate your acceptance of this offer by returning one signed original of this Offer Letter.

Yours

truly,

/s/

Rick Fezell

July

2, 2026

Rick

Fezell

Chairman

of the Board

American

Battery Technology Company

accept this offer of employment and agree to be bound by the terms and conditions listed herein.

/s/

Ryan Melsert

July

9, 2026

Ryan

Melsert, CEO and CTO

American

Battery Technology Company

SCHEDULE

Compensation. Pursuant to the terms of this Offer Letter, you shall be entitled to receive the following compensation:

Annual Base Salary: $475,000

Annual Bonus Compensation: Your targeted cash bonus is set at 75% of your Annual Base Salary, which you can receive based on the

achievement of certain milestones as listed in Schedule A-1.

Bonus Equity Compensation. Subject to approval by the Board of Directors, you will be granted an annual award of RSUs equal to

$1,000,000 divided by the 20-day trailing volume-weighted average price prior to July 1, 2026, and an option to purchase 3,000,000 shares

of common stock with an exercise price of $2.76 per share (the closing price on July 1, 2026), both of which shall be conditioned on

you achieving certain performance milestones as listed in Schedule A-1. The details surrounding the Bonus Equity Compensation may be

memorialized by the Board in a separate award agreement at the discretion of the Board.

● For

Fiscal Year 2027, these Bonus Equity Compensation awards will vest 1/16th quarterly from

July 1, 2026, accruing until the relevant milestone is achieved until fully vested, and the

option to purchase the common shares will expire on July 1, 2036.

● For

Fiscal Year 2028, these Bonus Equity Compensation awards will vest 1/16th quarterly from

July 1, 2027, accruing until the relevant milestone is achieved until fully vested, and the

option to purchase the common shares will expire on July 1, 2037.

You may be granted additional cash or equity compensation based on annual performance reviews and Company performance, subject to Board

approval.

Benefits. You will be eligible to participate in the Company’s healthcare, 401K, ESPP, and any other employee benefits,

where such eligibility and participation is subject to the terms and conditions of those programs.

Agreement Duration. Two years. (Not a term of employment (see Section 7.7).) The total compensation set forth herein repeats

annually.

SCHEDULE

A-1

Fiscal

Year 2027 Bonus Milestone Criteria

be set by Board of Directors.

Fiscal

Year 2028 Bonus Milestone Criteria

be set by Board of Directors.

Exhibit

Definitions

“Affiliate”

shall mean, with respect to any person or entity (herein the “first party”), any other person or entity that directs

or indirectly controls, or is controlled by, or is under common control with, such first party. The term “control” as used

herein (including the terms “controlled by” and “under common control with”) means the possession, directly or

indirectly, of the power to: (i) vote 50% or more of the outstanding voting securities of such person or entity, or (ii) otherwise direct

or significantly influence the management or policies of such person or entity by contract or otherwise.

“Business”

shall mean the business of mining and extraction of battery metals from primary resources, the development and commercialization of new

or innovative technologies for the extraction of battery metals, and the commercialization of an internally developed integrated process

for the recycling of lithium-ion batteries for the recovery of battery metals.

“Cause”

shall mean your:

(a)

willful failure to properly carry out your duties and responsibilities or to adhere to the policies of the Company (other than any such

failure resulting from incapacity due to physical or mental illness) after written notice by the Company of the failure to do so, and

such failure remaining uncorrected following an opportunity for you to correct the failure within five (5) business days of the receipt

of such notice;

(b)

theft, fraud, dishonesty or misappropriation, or the gross negligence or willful misconduct, involving the property, business, or affairs

of the Company, or in the conducting of your duties, including, without limitation, any breach of the representations, warranties and

covenants contained herein;

(c)

conviction of a crime for any act involving dishonest conduct, theft, violence, or other act of moral turpitude;

(d)

breach of a fiduciary duty owed to the Company;

(e)

material breach of any obligation, representation, or warranty under this Offer Letter that, if capable of cure, is not cured within

five (5) business days of receipt of written notice of such breach

(f)

refusal to follow the lawful written reasonable and good faith direction of the Board or of your superior in the line of authority which

refusal remains uncured five business days following written notice of the Company’s intent to terminate based upon this provision;

(g)

conduct that could materially harm the Company’s reputation or goodwill or that otherwise could materially undermine the best interests

of the Company or Affiliates;

(h)

material violation of the Company’s written policies or codes of conduct, including written policies related to discrimination,

harassment, performance of illegal or unethical activities, and ethical misconduct which, if violation is capable of cure, is not cured

within five (5) business days of receipt of written notice of such breach; or

(i)

having been determined to have a “bad actor” disqualification as set forth in Rule 506(d) of Regulation D under the Securities

Act of 1933.

For

purposes of this definition, no act or failure to act on the part of the executive shall be considered “willful” unless it

is done, or omitted to be done, by the executive in bad faith or without reasonable belief that the executive’s action or omission

was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted

by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the executive

in good faith and in the best interests of the Company.

“Disability”

shall mean an event which results in the Participant being (i) unable to engage in any substantial gainful activity by reason of any

medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous

period of not less than 12 months, or (ii), by reason of any medically determinable physical or mental impairment that can be expected

to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits

for a period of not less than three months under an accident and health plan covering employees of the Company or its subsidiaries.

“Good

Reason” shall mean any of the following:

(a)

a material diminution in your title or assignment to you of materially inconsistent duties;

(b)

a reduction in your then-current Annual Base Salary or target bonus opportunity as a percentage of Annual Base Salary, unless such reduction

is made applicable to all senior executives;

(c)

relocation of your principal place of employment to a location that is more than fifty miles away from your principal place of employment

on the Effective Date, unless such relocation is affected at your request and with your approval;

(d)

a material breach by the Company of any provisions of this Offer Letter, or any employment agreement to which you and the Company are

parties, after written notice by you of the breach and such failure remaining uncorrected following an opportunity for the Company to

correct such failure within ten (10) days of the receipt of such notice; or

(e)

the failure of the Company to obtain the assumption in writing of its obligation to perform this Offer Letter by any successor to all

or substantially all the business or assets of the Company within fifteen (15) days after a merger, consolidation, sale, or similar transaction.

“Initial

Noncompete Period”) means the initial twelve (12) month period after the termination of your employment with the Company.

“Option

Noncompete Period” means the period after the termination of your employment with the Company between the end of the Initial

Noncompete Period and any date selected by the Board of Directors that is not more than twelve (12) months after the end of the Initial

Noncompete Period.

“Restrictive

Covenants” shall mean each of the restrictive covenants set forth in Section 5.1 to Section 5.6 of the Agreement.

“Territory”

shall mean the states, counties, and countries in which the Company and its subsidiaries conduct the Business or in which the Company

plans to conduct the Business within the following twelve (12) months.

Exhibit

Sample

Release

CONFIDENTIAL

MUTUAL SEPARATION AND RELEASE AGREEMENT

consideration of the mutual promises, payments, and benefits provided for in the Offer Letter between American Battery Technology Company,

a Nevada corporation (the “Company”) and ________ (the “Employee”) dated ________, the Company

and the Employee agree to the terms of this Confidential Mutual Separation and Release Agreement (“Release Agreement” or

“Agreement”). Capitalized terms used and not defined in this Release Agreement shall have the meanings assigned thereto in

the Offer Letter.

1. In

consideration for Employee consenting to the terms of this Release Agreement and executing

of said Agreement, the Company will pay Employee a severance payment in an amount determined

by the Offer Letter, minus applicable taxes. The Company will also pay for any accrued cash

salary owed to Employee through the date of termination minus all applicable withholding

taxes, on the first regular pay date following the date of his termination. Upon payment

of any accrued amount owed to him by the Company, the Company shall have no further liability

other than the severance described above. The Employee acknowledges that he is under no obligation

to consent to the terms of this Release Agreement and that the Employee has entered into

this agreement freely and voluntarily.

2. In

consideration of the payment and payment benefits described above and the Company’s

release set forth in paragraph 7 of this Agreement, the Employee voluntarily, knowingly,

and willingly releases and forever discharges the Company and its Affiliates, together with

its and their respective officers, directors, partners, shareholders, employees and agents,

and each of its and their predecessors, successors, and assigns (collectively, “Releasees”),

from any and all charges, complaints, claims, promises, agreements, controversies, causes

of action and demands of any nature whatsoever that the Employee or his executors, administrators,

successors or assigns ever had, now have or hereafter can, shall, or may have against the

Releasees by reason of any matter, cause or thing whatsoever arising prior to the time of

signing of this Release Agreement by the Employee. For the avoidance of doubt this includes

any claims Employee might have to any alleged compensation due to him prior to the execution

of this agreement, with the sole exception of his final paycheck. The release being provided

by the Employee in this Release Agreement includes, but is not limited to, any rights or

claims relating in any way to the Employee’s employment relationship with the Company

or any its Affiliates, or the termination thereof, or under any statute, including, but not

limited to the Employment Standards Act, 2000, the Human Rights Code, the Workplace

Safety and Insurance Act re-employment provisions, the Occupational Health & Safety

Act, the Pay Equity Act, the Labor Relations Act, Title VII of the Civil

Rights Act of 1964, the Age Discrimination in Employment Act, as amended by the

Older Workers’ Benefit Protection Act, the Family and Medical Leave Act,

and the Americans With Disabilities Act, or pursuant to any other applicable law or

legislation governing or related to his employment or other engagement with the Company.

The Employee is aware of his rights under the Human Rights Code and represents, warrants,

and hereby confirms that he is not asserting such rights, alleging that any such rights have

been breached, or advancing a human rights claim or complaint. In no event shall this Release

apply to the Employee’s right, if any, to indemnification, under the Employee’s

employment agreement or otherwise, that is in effect on the date of this Release and, if

applicable, to the Company’s obligation to maintain in force reasonable director and

officer insurance in respect of such indemnification obligations.

3. The

Employee acknowledges and agrees that he shall not, directly, or indirectly, seek or further

be entitled to any personal recovery in any lawsuit or other claim against the Company or

any other Releasee based on any event arising out of the matters released in paragraph 2.

4. Nothing

herein shall be deemed to release: (i) any of the Employee’s or Employer’s continuing

rights under the Offer Letter; or (ii) any claims that may arise after the date this Release

Agreement is executed.

5. If

Employee commits a breach of this Agreement or any continuing obligation listed in his Offer

Letter, the Company may, in addition to any other remedies it may have, (a) reclaim any amounts

paid to Employee under this Agreement or the Offer Letter or terminate any benefits or payments

that are later due under this Agreement or the Offer Letter, and (b) in its sole discretion,

declare any and all releases and waivers by the Company within this Agreement null and void.

6. The

Company agrees that they shall not at any time make, publish, or communicate to any person

or entity or in any public forum any defamatory, maliciously false, or disparaging remarks,

comments, or statements concerning Employee, unless required by law or Court order. Likewise,

Employee acknowledges a continuing obligation not to disparage the Company.

7. In

consideration of the Employee’s release set forth in paragraph 2, the Company knowingly

and willingly releases and forever discharges the Employee from any and all charges, complaints,

claims, promises, agreements, controversies, causes of action and demands of any nature whatsoever

that the Company now has or hereafter can, shall or may have against him/her by reason of

any matter, cause or thing whatsoever arising prior to the time of signing of this Release

Agreement by the Company, provided, however, that nothing herein is intended to release (i)

any claim the Company has against the Employee for any illegal conduct or arising out of

any illegal conduct, (ii) any recovery of incentive compensation paid to the Employee pursuant

to the Dodd-Frank Wall Street and Consumer Protection Act, the Sarbanes-Oxley Act of 2002,

rules, regulations and listing standards promulgated thereunder, or Company policies implementing

the same as may be in effect from time to time, or (iii) any violations or breaches of the

obligations and/or duties of the Employee in the Offer Letter discovered by the Company on

or before one year following the execution of this Release Agreement. In the event of (iii),

Employee shall be required to return to Company 90% of the payment and payment benefits described

and provided herein.

8. The

Employee acknowledges that he has carefully read and fully understands all the provisions

and effects of the Offer Letter and this Release Agreement. The Employee also acknowledges

that the Company, by this paragraph 8 and elsewhere, has advised him to consult with an attorney

of his choice prior to signing this Release Agreement. The Employee represents that, to the

extent he desires, he has had the opportunity to review this Release Agreement with an attorney

of his choice.

(signature

page immediately follows)

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

July

1, 2026

Alejandro Flores

Arteaga

Via

E-Mail: aflores@batterymetals.com

Dear

Alejandro,

behalf of American Battery Technology Company (the “Company”), I am pleased to outline in this letter (the “Offer

Letter” or “Agreement”) the terms and conditions on which we are extending your position of Chief Financial

Officer of the Company. This Offer Letter will not constitute an agreement until it has been fully executed by both parties.

Position and Duties.

1.1

Position. Subject to the terms and conditions hereof, this contract becomes effective as of July 1, 2026 (the “Effective

Date”).

1.2

Responsibilities.

(a)

As an officer of the Company, you will report to the Company’s Chief Executive Officer (“CEO”) and have such duties

and responsibilities as may be assigned to you from time to time.

(b)

You agree to devote all your business time and attention to the business and affairs of the Company and to fulfill the responsibilities

assigned to you. This shall not preclude you from (i) serving on the boards of directors of a reasonable number of charitable organizations,

(ii) engaging in charitable activities and community affairs, and (iii) managing your personal affairs, so long as these activities do

not interfere with the performance of your duties and responsibilities. During the term of your employment, you agree to adhere to and

follow all written internal rules and regulations governing the conduct of the Company’s employees as established or modified from

time to time, provided, however, that in the event of any conflict between the provisions of this Offer Letter and any such rules or

regulations, the provisions of this Offer Letter shall control. You acknowledge that the Company is a public company and you agree that

you are required to adhere to the Company’s policies related thereto.

1.3

Exclusive Services. During your employment by the Company, you shall not, without the express prior written consent of the

Company, engage directly or indirectly in any outside employment or consulting of any kind, irrespective of whether you receive remuneration

for such services, or other activity that relates to any line of business in which the Company or any of its Affiliates (as defined in

Exhibit A) are at that time engaged or plan to engage in, or that may, now or in the future, otherwise conflict with your

employment obligations, contractual duties, or fiduciary obligations to the Company, provided, however, that nothing in this Agreement

shall prevent you from owning, in the aggregate, five percent (5%) or less of the outstanding equity interests of a company whose securities

are traded on a national security exchange or on an over-the-counter market.

1.4

No Employment Restriction. You hereby represent and covenant that, except as disclosed to the Company, your employment by

the Company does not violate any agreement or covenant to which you are subject or by which you are bound and that there is no such agreement

or covenant that could restrict or impair your ability to perform your duties or discharge your responsibilities to the Company.

1.5

Location. Your place of work will be Reno, Nevada, in the Company’s main offices.

Compensation.

2.1

Base Salary. Your annual base salary will initially be as set forth on the attached Schedule A (“Annual

Base Salary”) and paid according to the Company’s regular payroll practice throughout the calendar year, pro-rated for

any partial periods based on the actual number of days in the applicable period. Your performance will be evaluated at least annually

and any increase to the level of your Annual Base Salary will be determined as part of the regular annual review process.