AMERICAN BATTERY TECHNOLOGY Co (ABAT)

Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The
following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes
in “Item 1. Condensed Consolidated Financial Statements”. References in this report to “American Battery,” the
“Company,” “we,” “our” and “us” are references to American Battery Technology Company
and its subsidiaries.

Forward-Looking
Statements

We
make forward-looking statements in this report and may make such statements in future filings with the Securities and Exchange Commission,
or SEC. We may also make forward-looking statements in our press releases or other public or shareholder communications. Our forward-looking
statements are subject to risks and uncertainties and include information about our current expectations and possible or assumed future
results of our operations. When we use words such as “may,” “might,” “will,” “should,”
“believe,” “expect,” “anticipate,” “estimate,” “continue,” “could,”
“plan,” “potential,” “predict,” “forecast,” “project,” “intend,”
“is focused on” or similar expressions, or make statements regarding our intent, belief, or current expectations, we are
making forward-looking statements. Our forward-looking statements also include, without limitation, statements about our liquidity and
capital resources; our ability to continue as a going concern; our ability to successfully execute on our business strategy; our ability
to raise additional capital and statements regarding our anticipated future financial condition, operating results, cash flows and business
plans.

While
we believe our forward-looking statements are reasonable, you should not place undue reliance on any such forward-looking statements,
which are based on information available to us on the date of this report or, if made elsewhere, as of the date made. Because these forward-looking
statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many
of which are beyond our control or are subject to change, actual results could be materially different. Factors that might cause such
a difference include, without limitation, the risks and uncertainties discussed in this report, “Item 1A — Risk Factors”
in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, and from time to time in our other reports filed with the
SEC.

Other
factors not currently anticipated may also materially and adversely affect our results of operations, cash flows, and financial position.
There can be no assurance future results will meet expectations. Forward-looking statements speak only as of the date of this report
and we expressly disclaim any intent to update or alter any statements whether as a result of new information, future events or otherwise,
except as may be required by applicable law.

Overview

American
Battery Technology Company (the “Company”) is a growth-stage company in the lithium–ion battery industry that is working
to increase the domestic U.S. production of battery materials, such as lithium, nickel, cobalt, and manganese through its: (i) exploration
of new, United States based primary resources of battery materials, (ii) development and commercialization of new technologies for the
extraction of these battery materials from primary resources, and (iii) commercialization of an internally developed integrated process
for the recycling of lithium–ion batteries. Through this three–pronged approach the Company is working to both increase the
domestic production of these battery materials, and to ensure spent batteries have their elemental battery metals returned to the domestic
manufacturing supply chain in an economical, environmentally-conscious, closed–loop fashion.

To
implement this business strategy, the Company has constructed and is operating its first integrated lithium–ion battery recycling
facility, which takes in waste and end–of–life battery materials from the electric vehicle, battery energy storage system
(“BESS”), and consumer electronics industries. The ramp-up and operation of this facility remain top priorities, and the
Company has significantly expanded resources to support its development. These efforts include hiring additional technical staff, expanding
laboratory facilities, and purchasing equipment. As a result, the Company generated its first revenue in the fourth quarter of fiscal
year 2024 and has achieved continued growth in production volumes and revenue through March 31, 2026.

The
Company was awarded and has completed a competitively bid grant from the U.S. Advanced Battery Consortium to support a $2 million project
to accelerate the development and demonstration of the technologies within this integrated lithium–ion battery recycling facility.

The
Company has also been awarded an additional grant from the DOE to support a $20 million project under the Bipartisan Infrastructure Law
to validate, test, and deploy three next-generation disruptive advanced separation and processing recycling technologies.

On
March 28, 2024, the Company was selected for an approximately $19.5 million tax credit through the Qualifying Advanced Energy Project
Credits program (the “48C program”). This tax credit was granted by the U.S. Department of Treasury Internal Revenue Service
following a competitive technical and economic review process performed by the DOE, which evaluated the feasibility of applicant facilities
to advance America’s buildout of globally competitive critical material recycling, processing, and refining infrastructure. This
$19.5 million tax credit can be utilized both for the reimbursement of capital expenditures spent to date, and also for equipment and
infrastructure for additional value-add operations at the Company’s battery recycling facility in the Tahoe-Reno Industrial Center
(“TRIC”) near Reno, Nevada. As of March 31, 2026, the Company has incurred qualifying expenditures for this tax credit but
will not recognize any amounts until it has reasonable assurance of compliance with the relevant standards.

22

Also
on March 28, 2024, the Company was selected for an additional $40.5 million tax credit through the 48C program to support the design
and construction of a new, next-generation, commercial battery recycling facility to be located in the United States. This award was
granted by the U.S. Department of Treasury Internal Revenue Service following a competitive technical and economic review process performed
by the DOE, which evaluated the feasibility of applicant facilities to advance America’s buildout of globally competitive critical
material recycling, processing, and refining infrastructure. As of March 31, 2026, the Company has not incurred any qualifying expenditures
towards this tax credit.

Additionally,
the Company is accelerating the demonstration and commercialization of its internally developed low–cost and low–environmental
impact processing train for the manufacturing of battery grade lithium hydroxide from Nevada–based sedimentary claystone resources.
The Company was awarded and has completed a grant cooperative agreement from the DOE’s Advanced Manufacturing and Materials Technologies
Office through the Critical Materials Innovation program to support a $4.5 million project for the construction and operation of a multi–ton
per day integrated continuous demonstration system to support the scale–up and commercialization of these technologies. The Company
has completed the construction and commissioning of this demonstration system, which enables the Company to demonstrate its technologies
for accessing the lithium housed in its unconventional resource, TFLP, and to generate large amounts of battery grade lithium hydroxide
for delivery to customers for qualifications and evaluation.

The
TFLP is one of the largest identified lithium resources in the United States, and the Company recently published a Pre-Feasibility Study
(“PFS”) that details inferred, indicated, and measured resources and proven and probable reserves at this property, as well
as the technical and financial roadmap for bringing the associated lithium mine and lithium hydroxide monohydrate (“LHM”)
refinery to commercialization. This PFS has estimated that the TFLP contains approximately 21.3 million tonnes LHM resource, with 2.7
million tonnes of LHM further classified as proven and probable reserves. The total processing costs for manufacturing this battery grade
LHM is projected to be $4,307 per tonne LHM. Inferred, indicated, and measured resources have lower levels of geological confidence than
proven and probable reserves, and in certain cases may not be considered when assessing the economic viability of a mining project.

In
June 2025, the TFLP was selected by the National Energy Dominance Council and the FAST-41 Permitting Council as a Transparency Priority
Project. This designation highlights the project’s role in advancing domestic critical mineral lithium production and supporting
U.S. energy independence. In August 2025, the TFLP was further approved by the FAST-41 Permitting Council as a Covered Priority Project,
which provided additional resources to streamlining the permitting efforts for this project.

Company
Financial Highlights:

Fiscal
Third Quarter 2026 Financial Highlights (Three Months):

23

A
reconciliation of cost of goods sold to cash cost of goods sold and adjusted gross margin

(both are a non-GAAP measure) for the three months ended March 31, 2026 was as follows:

Management
uses certain non-GAAP metrics to evaluate our operating and financial results. We believe the presentation of non-GAAP results is useful
to investors for analysing business trends as well as to view the results from management’s perspective. Non-GAAP cost of goods
sold excludes certain non-cash charges including depreciation expense and stock-based compensation. Non-GAAP results have limitations
as an analytical tool, and you should not consider them in isolatio

[Excerpt truncated for page length; source filing is linked above.]

ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.

Forward-Looking
Statements

You
should read the following discussion of our financial condition and results of operations in conjunction with the consolidated financial
statements and the notes thereto included elsewhere in this Form 10-K. The information in this discussion contains forward-looking statements
and information within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements
include, but are not limited to, statements concerning our strategy, future operations, future financial position, future revenues, projected
costs, prospects and plans and objectives of management. The words “anticipates,” “believes,” “estimates,”
“expects,” “intends,” “may,” “plans,” “projects,” “will,” “would”
and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these
identifying words. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and
you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans,
intentions and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks
and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without
limitation, the risks set forth in our filings with the SEC. The forward-looking statements are applicable only as of the date on which
they are made, and we do not assume any obligation to update any forward-looking statements except as required by applicable securities
laws.

28

Overview

American
Battery Technology Company (the “Company”) is a growth-stage company in the lithium–ion battery industry that is
working to increase the domestic U.S. production of battery materials, such as lithium, nickel, cobalt, and manganese through its exploration
of new domestic-United States primary resources of battery metals, development and commercialization of new technologies for the extraction
of these battery metals from primary resources, and commercialization of an internally developed integrated process for the recycling
of lithium–ion batteries. Through this three–pronged approach the Company is working to both increase the domestic production
of these battery materials, and to ensure spent batteries have their elemental battery metals returned to the domestic manufacturing
supply chain in an economical, environmentally-conscious, closed–loop fashion.

To
implement this business strategy, the Company has constructed its first integrated lithium–ion battery recycling facility, which
takes in waste and end–of–life battery materials from the electric vehicle, stationary storage, and consumer electronics
industries. The Company’s revenue increased from $0.3 million in fiscal 2024 to $4.3 million in fiscal 2025. The ramp-up and operation
of this facility remain a top priority, and the Company has significantly expanded resources to support its execution. These efforts included
hiring additional technical staff, expanding laboratory facilities, and purchasing equipment. As a result, the Company generated its
first revenue in the fourth quarter of fiscal 2024 and achieved continued growth in production volumes and revenues throughout fiscal
2025. The Company has been awarded a competitively bid grant from the U.S. Advanced Battery Consortium to support a $2 million project
to accelerate the development and demonstration of the technologies within this integrated lithium–ion battery recycling facility.
The Company has also been awarded an additional grant from the U.S. Department of Energy (“DOE”) to support a $20 million
project under the Bipartisan Infrastructure Law to validate, test, and deploy three next-generation disruptive advanced separation and
processing recycling technologies.

Additionally,
the Company is accelerating the demonstration and commercialization of its internally developed low–cost and low–environmental
impact processing train for the manufacturing of battery grade lithium hydroxide from Nevada–based sedimentary claystone resources.
The Company has been awarded a grant cooperative agreement from the DOE’s Advanced Manufacturing and Materials Technologies Office
through the Critical Materials Innovation program to support a $4.5 million project for the construction and operation of a multi–ton
per day integrated continuous demonstration system to support the scale–up and commercialization of these technologies. The Company
has also been awarded an additional grant award under the Bipartisan Infrastructure Law to support a $115 million project to design,
construct, and commission a first-of-kind commercial-scale refinery to produce 30,000 MT of battery-grade lithium hydroxide per year
from this resource.

The
Company has completed the construction and commissioning of its lithium hydroxide (LiOH) pilot plant, marking a significant milestone
in the commercialization of its internally-developed processes to access an unrealized domestic primary lithium resource. The construction
and commissioning of this pilot plant enables the Company to demonstrate its technologies for accessing the lithium housed in its unconventional
resource, Tonopah Flats Lithium Project (“TFLP”), in an integrated and continuous system, and to generate large amounts of
battery grade lithium hydroxide for delivery to customers for qualifications and evaluation.

The TFLP is one of the largest identified
lithium resources in the United States, and while initial pit designs and economic analyses in previous assessments evaluated the full
resource, an updated Initial Assessment utilizes a commercialization pathway with a more rigorous mine plan that contemplates utilization
of only Measured and Indicated Mineral Resources, and excludes Inferred Mineral Resources, to supply the planned commercial-scale lithium
hydroxide monohydrate (“LHM”) refinery. This commercialization pathway allows for an engineered phased development, with
improved access to the higher quality portions of the resource, and improved project economics.

On
March 28, 2024, the Company was selected for an approximately $19.5 million tax credit through the Qualifying Advanced Energy Project
Credits program (the “48C program”). This tax credit was granted by the U.S. Department of Treasury Internal Revenue Service
following a highly competitive technical and economic review process performed by the DOE, which evaluated the feasibility of applicant
facilities to advance America’s buildout of globally competitive critical material recycling, processing, and refining infrastructure.
This $19.5 million tax credit can be utilized both for the reimbursement of capital expenditures spent to date, and also for equipment
and infrastructure for additional value-add operations at the Company’s battery recycling facility in the Tahoe-Reno Industrial
Center (TRIC) near Reno, Nevada. As of June 30, 2025, the Company has incurred qualifying expenditures for this tax credit but will not
recognize any amounts until it has reasonable assurance of compliance with the relevant standards.

29

Also
on March 28, 2024, the Company has been selected for an additional $40.5 million tax credit through the 48C program to support the design
and construction of a new, next-generation, commercial battery recycling facility to be located in the United States. As with the Company’s
initial $19.5 million tax credit under the 48C program supporting the construction and buildout of its battery recycling facility in
Nevada, this additional award was granted by the U.S. Department of Treasury Internal Revenue Service following a highly competitive
technical and economic review process performed by the DOE, which evaluated the feasibility of applicant facilities to advance America’s
buildout of globally competitive critical material recycling, processing, and refining infrastructure. As of June 30, 2025, the Company
has not incurred any qualifying expenditures towards this tax credit.

Fiscal
Fourth Quarter 2025 Financial Highlights :

A
reconciliation of fiscal fourth quarter 2025 GAAP to non-GAAP cost of goods sold

Fiscal
Year 2025 Financial Highlights:

A reconciliation of fiscal year ended
2025 GAAP to non-GAAP cost of goods sold

[Excerpt truncated for page length; the complete text is on the linked full-MD&A page.]