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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. The transaction represents the fourth follow-on investment under the Company’s binding Letter of Intent (LOI) dated February 28, 2025, for up to $15.0 million.
Under the LOI, an affiliate of EV Metals VII LLC (EV Metals)—an insider of the Company controlled by IBAT director Jacob Warnock—will subscribe for an additional USD $2.8 million in units (the “Units”). The subscription comprises an aggregate of 34,315,465 Units (collectively, the “Offering”).
The latest investment follows multiple financings completed in calendar year 2025 and 2026, bringing total investment under the LOI to date to USD $15.0 million.
Each Unit consists of one IBAT common share and one warrant (each, a “Warrant”) to purchase one additional IBAT common share.
The Offering is expected to close on or around April 24, 2026, subject to approval from the TSX Venture Exchange (TSXV).
IBAT said 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.
In accordance with the LOI, IBAT will pay Jacob Warnock a structuring fee equal to 5% of the gross proceeds from the Offering, payable in cash at closing.
The Units are 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.
Participation by EV Metals and its affiliates in the Offering, and the related structuring fee, are considered “related party transactions” under Multilateral Instrument 61-101 (MI 61-101).
IBAT is relying on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101, as the fair market value of the Offering and structuring fee (insofar as they involve related parties) is less than 25% of the Company’s market capitalization.
IBAT said a material change report regarding these related party transactions will be filed less than 21 days before closing because the details were finalized less than 21 days prior to the announcement. The transactions were unanimously approved by the non-interested directors of the Company.
As of the date of the announcement, EV Metals and affiliated entities under the common control of Jacob Warnock beneficially own or control 109,326,104 IBAT common shares and 86,426,183 warrants to acquire IBAT common shares, representing 45.58% 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, EV Metals and entities under the common control of Jacob Warnock are expected to beneficially own or control 143,641,569 IBAT common shares and 120,741,648 IBAT common share purchase warrants, representing 57.01% 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).
International Battery Metals Ltd. 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, IBAT 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. The Company is headquartered in Houston, Texas.
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