International Battery closes $2M (U.S.) financing

Executive Summary

• International Battery Metals Ltd. has closed a non-brokered private placement financing, marking the third follow-on investment under its binding letter of intent (LOI) with EV Metals VII LLC.
• The company raised $2.0 million USD ($2,735,200 CAD) by issuing 26,427,053 units to EV Metals.
• The transaction involves a related-party transaction where Jacob Warnock received a 5% structuring fee, and the company extended the LOI termination date to April 30, 2026.

Key Details

• Transaction Structure: Non-brokered private placement financing.
• Investor: EV Metals VII LLC (and affiliates under common control of Jacob Warnock).
• Gross Proceeds: $2.0 million USD (equivalent to $2,735,200 CAD, based on an exchange rate of $1 USD = $1.3676 CAD as of Feb. 5, 2026).
• Units Issued: 26,427,053 units.
• Price Per Unit: 8 U.S. cents per unit (10.4 Canadian cents per unit).
• Warrant Terms: Each unit includes one warrant to purchase one common share.
  • Exercise Price: 14 Canadian cents per share.
  • Term: Four years from the date of issuance.
• Use of Proceeds: General corporate purposes, specifically to advance the deployment of next-generation modular Direct Lithium Extraction (DLE) technology.
• Related Party Transaction:
  • Jacob Warnock received a cash structuring fee equal to 5% of the gross proceeds subscribed by EV Metals affiliates.
  • The transaction is considered a related party transaction under Multilateral Instrument 61-101.
  • Exemptions from formal valuation and minority shareholder approval were relied upon under Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the value is not more than 25% of the company's market capitalization.
  • Approved unanimously by non-interested directors.
• Hold Period: Units are subject to a four-month-plus-one-day hold period under Canadian securities laws and are restricted securities under the U.S. Securities Act of 1933.
• LOI Extension: The original LOI termination date with EV Metals has been mutually extended to April 30, 2026.
• Ownership Impact:
  • Pre-Closing: EV Metals and affiliates beneficially owned or controlled 82,899,051 shares and 59,999,130 warrants (37.95% on a partially diluted basis).
  • Post-Closing: EV Metals and affiliates are expected to beneficially own or control 109,326,204 shares and 86,426,183 warrants (48.57% on a partially diluted basis).

Notable Quotes

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