Correspondence 0001493152-24-015950 from AMERICAN BATTERY TECHNOLOGY Co (ABAT)
AMERICAN BATTERY TECHNOLOGY Co
Date: April 25, 2024 · CIK: 0001576873 · Accession: 0001493152-24-015950
AI Filing Summary & Sentiment
File numbers found in text: 333-276329
Referenced dates: January 18, 2024, March 6, 2024
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CORRESP
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filename1.htm
Amy
L. Bowler
Partner
Phone
303.290.1086
abowler@hollandhart.com
April
25, 2024
United
States Securities and Exchange Commission
Division
of Corporation Finance
Office
of Energy & Transportation
100
F Street N.E.
Washington,
DC 20549
Attn:
Michael Purcell
Daniel Morris
Re: American
Battery Technology Company
Correspondence to Registration Statement on Form S-3
Filed February 23, 2024
File No. 333-276329
Dear
Messrs. Purcell and Morris:
Set
forth below are the responses of American Battery Technology Company (the “Company”) to the comments received
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
by letter dated March 6, 2024 regarding the above-referenced Registration Statement on Form S-3 (the “Registration Statement”).
For
your convenience, the Company has set forth below each Staff comment followed by the Company’s response. Capitalized terms used
but not otherwise defined in this letter have the meanings ascribed to such terms in the Registration Statement.
Form
8-K filed January 22, 2024
Exhibit
96.1, page 1
1. We
note that you have filed an updated technical report summary dated January 2024, and that
the updated technical report summary includes a resource update; however the economic analysis
includes the mineral resources from your prior technical report summary, that are no longer
current and appear to be obsolete. A cash flow analysis in an initial assessment is not required,
as suggested by Item 1302(d)(4) of Regulation S-K, however when an economic analysis is included
in the initial assessment it should be based upon the current mineral resources.
Please
revise the January 2024 technical report summary to remove the economic analysis that is based upon your mineral resources that are no
longer current, or update the economic analysis with the current mineral resources.
On
April 25, 2024, the Company filed a Current Report on Form 8-K disclosing a revised technical report summary, entitled “Amended
Resource Estimate and Initial Assessment with Project Economics for the Tonopah Flats Lithium Project, Esmeralda and Nye counties, Nevada,
USA” and dated April 5, 2024 (the “Amended TRS”). The Amended TRS filed therewith
includes an updated economic analysis to reflect the current mineral resources.
Location
Mailing Address
P.O. Box
8749
Denver, CO 80201-8749
Contact
555
17th Street, Suite 3200 Denver, CO 80202-3921
p: 303.295.8000 | f: 303.295.8261
www.hollandhart.com
Holland & Hart LLP Anchorage
Aspen
Billings Boise Boulder Cheyenne Denver Jackson
Hole Las Vegas Reno Salt Lake City Santa
Fe Washington, D.C.
United States Securities and
Exchange Commission
Page 2
2. We
note the disclosure on page 89 of the January 2024 technical report summary that the lithium
cut-off grade was calculated using the processing and general and administrative costs, as
well as the lithium price, and recovery provided in Table 11-9. Please expand the disclosure
to clarify how the inputs reconcile to the 300ppm resource cut-off grade and provide us with
the underlying calculations.
The
calculated lithium cutoff grade used in Table 11-9 of the Amended TRS is as follows:
ProcCst
+ G&ACst
LiCog
=
(SellPrice
– SellCst) * (1-Roy) * Rec * 1,000,000)
Where:
ProcCst = Processing cost in $/ton
G&ACst
= General and Administrative cost in $/ton
SellPrice = Selling price of Lithium in $/ton LHM
SellCst
= Selling cost of product in $/ton
Roy
= Royalty in NSR
% Rec = Recovery in %
Using
the input parameters outlined in this report, the lithium cutoff grade is (11.62+0.38) / (40,000*6.045-0)*(1-0)*65.7%)*1,000,000 = 76ppm
The
pit shells created using these optimization parameters were further constrained to limit the project resources to a grade of 300ppm within
claystone only, which was done as a conservative measure to avoid extremely low cutoff grades despite economics. It should be noted that
without the grade constraint, the resulting pit shell using these parameters would be larger than has been used for the resources reported
herein.
3. Please
obtain a revised technical report summary for our review that includes the changes that you
have communicated in your February 23, 2024 response letter, and any changes identified in
the current comment letter.
Please
see the Amended TRS.
General
4. We
note your responses to the comments in our letter dated January 18, 2024. Please note that
we may have additional comments at such time as the revised documents described in your response
are filed.
We
acknowledge that you may have additional comments.
United States Securities and
Exchange Commission
Page 3
5.
Additionally please ensure investor presentations, such
as those furnished in your 8-K filed on January 24, 2024 and 8-K filed on January 31, 2024, reflect changes communicated in your February
23, 2024 response letter, and any changes identified in the current comment letter.
We
acknowledge that future presentations should include information consistent with this comment letter.
Please
contact me ((303) 290-1086) or Bret Meich ((775) 561-0454), the Company’s General Counsel, if you should have any questions regarding
the responses contained herein.
Sincerely,
/s/
Amy L. Bowler
Amy
L. Bowler
Partner
of
Holland & Hart llp
ALB:tnt