International Battery Metals Ltd.(“IBAT”) (TSXV: IBAT) & (OTCQB: IBATF), an advanced technology provider of modular direct lithium extraction (DLE) systems, announced a non-brokered private placement financing, marking the second follow-on investment under the Company’s previously announced binding Letter of Intent (“LOI”) with EV Metals 7 LLC (“EV Metals”) from March of 2025.
This latest investment follows the USD $8.2 million financing completed earlier this year, bringing total investment under the LOI to date to USD $10.2 million. Under the terms of the LOI, affiliates of EV Metals (a company controlled by IBAT director Jacob Warnock) have agreed to subscribe for an additional aggregate of USD $2.0 million in units (“Units”) of the Company (the “Offering”).
At Closing, the Company has agreed to issue 12,464,000 Units to EV Metals. Each Unit will include one IBAT common share and one warrant to purchase an IBAT common share (each, a “Warrant”) and will be priced at USD $0.16 per Unit, for total gross proceeds of USD $2.0 million, which is based on an issue price of C$0.225 for aggregate gross proceeds of C$2,804,400 using the Bank of Canada US$1.00 to C$ exchange rate as of October 21, 2025 of US$1.00 to C$1.402 . Each Warrant will entitle the holder to purchase one additional IBAT common share at a price of C$0.30 per IBAT share for a period of four years from the date of issuance.
The Offering is expected to close on or around October 30, 2025, pending approval from the TSX Venture Exchange (“TSXV”). Proceeds from the Offering will be used for general corporate purposes as the Company continues to advance deployment of its next-generation modular DLE technology.
Under the LOI, IBAT has also agreed to pay Jacob Warnock a structuring fee equal to 5% of the gross proceeds subscribed for by the EV Metals affiliates in connection with the Offering, payable in cash at closing. The securities issued under this Offering 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.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction where such an offer or sale would be unlawful. The securities have not been, and will not be, registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption.
MI 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 Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
IBAT is relying on exemptions from the formal valuation and minority shareholder approval requirements under MI 61-101. IBAT 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% 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 70,435,051 IBAT common shares, 47,535,130 warrants to acquire IBAT common shares, and 2,000,000 warrants to acquire IBAT common shares from arm’s length third parties (collectively representing 34.83% of the issued and outstanding IBAT common shares on a partially-diluted basis, assuming only the exercise of IBAT 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 Jacob Warnock will beneficially own or control 82,899,051 IBAT common shares, 59,999,130 IBAT common share purchase warrants and 2,000,000 warrants to acquire IBAT common shares from arm’s length third parties (collectively representing 38.97% of the issued and outstanding IBAT 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).