Mr. Brian Siegel reports
INTERNATIONAL BATTERY METALS ANNOUNCES CLOSING OF PREVIOUSLY ANNOUNCED THIRD FOLLOW-ON INVESTMENT FROM EV METALS 9 LLC, ADDING USD $2.0 MILLION UNDER EXISTING LOI
International Battery Metals Ltd. has closed its previously announced non-brokered private placement financing, marking the third follow-on investment under the company's previously disclosed binding letter of intent (LOI) with EV Metals VII LLC dated Feb. 28, 2025.
In connection with the offering, the company issued an aggregate of 26,427,053 units to EV Metals, with each unit comprising one International Battery common share and one warrant to purchase one International Battery common share and was priced at eight U.S. cents per unit, for total gross proceeds of $2.0-million (U.S.), which is based on an issue price of 10.4 Canadian cents for aggregate gross proceeds of $2,735,200 (Canadian) using the Bank of Canada exchange rate of $1 (U.S.) to $1.3676 (Canadian) as of Feb. 5, 2026. Each warrant will entitle the holder to purchase one International Battery common share at a price of 14 Canadian cents per International Battery share for a period of four years from the date of issuance.
Proceeds from the offering will be used for general corporate purposes as the company continues to advance deployment of its next-generation modular DLE (direct lithium extraction) technology.
In accordance with the LOI, International Battery paid Jacob Warnock a cash structuring fee equal to 5 per cent of the gross proceeds of the units subscribed for by the EV Metals affiliates in connection with the offering.
The units will be subject to a four-month-plus-one-day hold period under Canadian securities laws and will be considered restricted securities under the U.S. Securities Act of 1933.
Separately, the company and EV Metals have mutually agreed to extend the original LOI termination date to April 30, 2026.
Multilateral Instrument 61-101 disclosure
The participation of EV Metals and its affiliates in the offering, and the related structuring fee, are considered related party transactions under MI 61-101, Protection of Minority Security Holders in Special Transactions.
International Battery is relying on exemptions from the formal valuation and minority shareholder approval requirements under MI 61-101. International Battery is exempt from the formal valuation requirement in reliance on Section 5.5(a) of MI 61-101 and from minority shareholder approval in reliance on Section 5.7(1)(a) of MI 61-101, as the fair market value of the offering and the structuring fee, insofar as it involves related parties, is not more than 25 per cent of the company's market capitalization.
A material change report will be filed in connection with the related party transactions less than 21 days in advance of closing of the related party transactions as approval of the related party transactions occurred less than 21 days prior to the date of this announcement. The related party transactions were unanimously approved by the non-interested directors of the company.
Early warning disclosure
As of the date hereof, EV Metals and affiliated entities under the common control of Jacob Warnock beneficially own or control 82,899,051 International Battery common shares and 59,999,130 warrants to acquire International Battery common shares (collectively representing 37.95 per cent of the issued and outstanding International Battery common shares on a partially diluted basis, assuming only the exercise of International Battery warrants beneficially owned by EV Metals and affiliated entities under the common control of Mr. Warnock). Following completion of the offering, it is expected that EV Metals and entities under the common control of Mr. Warnock will beneficially own or control 109,326,204 International Battery common shares and 86,426,183 International Battery common share purchase warrants (collectively representing 48.57 per cent of the issued and outstanding International Battery common shares on a partially diluted basis assuming only the exercise of warrants beneficially by EV Metals and entities under the common control of Mr. Warnock).
EV Metals acquired the units for investment purposes, and may acquire further securities or dispose of its holdings of such securities, both as investment conditions warrant.
EV Metals is located at 1 Calle Cervantes No. 5, San Juan, PR 00907. For further information, please contact Mr. Warnock at jawarnock@sbcglobal.net.
About International Battery Metals Ltd.
International Battery is a direct lithium extraction technology company focused on advancing the development of lithium from brine resources. The company delivers a proprietary DLE process through a modular plant design and architecture built around its media and column systems. Depending on customer requirements, International Battery integrates its DLE process into existing customer flowsheets or specifications or delivers a full flowsheet solution using its proprietary DLE design in conjunction with strategic partnerships. With operational field deployment experience, International Battery is positioned to support the next phase of lithium project development as global battery demand continues to expand. The company is headquartered in Houston, Tex.
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