19:52:47 EST Wed 04 Feb 2026
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International Battery Metals Ltd. Provides Update Related to Executive Compensation Agreements

2026-02-04 16:30 ET - News Release


VANCOUVER, British Columbia & HOUSTON -- (Business Wire)

International Battery Metals Ltd. (“IBAT”) (TSXV: IBAT) & (OTCQB: IBATF), an advanced technology provider of modular direct lithium extraction (DLE) systems, today provided an update with regards to restricted share units (“RSUs”) grants to certain executives in-line with their amended employment agreements with the Company, (the "Employment Agreement").

On February 3, 2026, the Board approved the grant of an aggregate of 9,044,470 restricted share units of the Company ("RSUs") to Joseph A. Mills, Chief Executive Officer, in connection with and in accordance with Mills' Employment Agreement and the Company's Omnibus Equity Incentive Plan (the "Equity Plan").

  1. 500,000 of such RSUs will vest in full 60 days after the Company’s successful listing on the Toronto Stock Exchange, The Nasdaq Stock Market or The New York Stock Exchange;
  2. 4,304,525 of such RSUs will vest with respect to 50% of such RSUs (2,152,263 RSUs) on the date the Compensation Committee certifies, in good faith, that the Company first achieves aggregate EBITDA of US $25 million in any four fiscal quarter period, and the remaining 50% of such RSUs (2,152,262 RSUs) on the date the Compensation Committee certifies, in good faith, that the Company first achieves aggregate EBITDA of US $50 million in any four fiscal quarter period;
  3. 2,152,262 of such RSUs will vest with respect to 50% of such RSU’s (1,076,131 RSUs) on the date the Compensation Committee certifies, in good faith, that the Company first achieves a market capitalization of US $750 million based on the Company’s 60-day volume weighted average trading price (“VWAP”), and the remaining 50% of such RSUs (1,076,131 RSUs) on the date the Compensation Committee certifies, in good faith, that the Company first achieves a market capitalization of US $1.5 billion based on the Company’s 60-day VWAP; and
  4. 2,087,683 of such RSUs will vest in full on the first anniversary of date of grant.

All such RSU vestings are subject to Mills' continuous employment with the Company through such vesting date and accelerated vesting in full in connection with a consummation of a change in control transaction as defined in the Employment Agreement. All such RSUs are subject to the terms of the Equity Plan, applicable securities law hold periods and the policies of the TSXV.

On February 3, 2026, the Board approved the grant of an aggregate of 3,313,167 RSUs to Michael Rutledge in connection with and in accordance with Rutledge’s Employment Agreement and the EquityPlan.

  1. 300,000 of such RSUs will vest in full 60 days after the Company’s successful listing on the Toronto Stock Exchange, The Nasdaq Stock Market or The New York Stock Exchange;
  2. 1,937,036 of such RSUs will vest with respect to 50% of such RSUs (968,518 RSUs) on the date the Compensation Committee certifies, in good faith, that the Company first achieves aggregate EBITDA of US $25 million in any four fiscal quarter period, and the remaining 50% of such RSUs (968,518 RSUs) on the date the Compensation Committee certifies, in good faith, that the Company first achieves aggregate EBITDA of US $50 million in any four fiscal quarter period; and
  3. 1,076,131 of such RSUs will vest with respect to 50% of such RSU’s (538,066 RSUs) on the date the Compensation Committee certifies, in good faith, that the Company first achieves a market capitalization of US $750 million based on the Company’s 60-day VWAP, and the remaining 50% of such RSUs (538,065 RSUs) on the date the Compensation Committee certifies, in good faith, that the Company first achieves a market capitalization of US $1.5 billion based on the Company’s 60-day VWAP.

All such RSU vestings are subject to Rutledge's continuous employment with the Company through such vesting date and accelerated vesting in full in connection with a consummation of a change in control transaction as defined in the Employment Agreement. All such RSUs are subject to the terms of the Equity Plan, applicable securities law hold periods and the policies of the TSXV.

About International Battery Metals Ltd.

IBAT's direct lithium extraction (DLE) technology is based on proprietary lithium extraction media housed in patented extraction columns. The columns are enclosed in modular, transportable skid mounted platforms that can be transported and commissioned into production within a reasonably short time frame. Utilizing the patented technology, the Company's focus has been on advancing extraction of lithium chloride from ground water salt brine and produced water deposits. The Company's unique patented technology ensures efficient delivery of lithium chloride while ensuring minimal environmental impact.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This news release contains certain information that may constitute "forward-looking statements" under applicable Canadian securities legislation. These forward-looking statements include, but are not limited to, statements relating to the size, price, securities being offered and other terms of the Offering, the timing for closing of the Offering, the use of proceeds in connection with the Offering and approval by the TSXV. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives or future events or performance (often, but not always, using words or phrases such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "forecast", "potential", "target", "intend", "could", "might", "should", "believe" and similar expressions) are not statements of historical fact and may be "forward-looking statements". Actual results may vary from forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause IBAT's actual results, performance, achievements, and future events to be materially different from the results, performance, achievement, or future events expressed or implied therein. Factors that could affect the outcome include, among others: future prices and the supply of metals, the future demand for metals, inability to raise the money necessary to incur the expenditures required to advance the Company's business strategies and objectives, general business, economic, competitive, political, and social uncertainties, results relating to its extraction technologies, failure to obtain regulatory or shareholder approvals (if required). IBAT believes that the expectations reflected in these forward-looking statements are reasonable, however there can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking statements. All forward-looking statements contained in this press release are given as of the date hereof and are based upon the opinions and estimates of management and information available to management as at the date hereof. IBAT disclaims any intention or obligation to update or revise any forward-looking statements, whether because of new information, future events or otherwise, except as required by law.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.

Contacts:

Investor Relations contacts:
Brian Siegel, IRC, MBA
Senior Managing Director
Hayden IR
(346) 396-8696
brian@haydenir.com

Source: International Battery Metals Ltd.

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