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 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).
About International Battery Metals Ltd.
IBAT's direct lithium extraction 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.
Neither the TSXV, the OTCQB nor their respective Regulation Services Providers accept responsibility for the
adequacy or accuracy of this news release.
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.
Source: International Battery Metals Ltd.