INTERNATIONAL BATTERY METALS LTD. ANNOUNCES CLOSING OF ITS PREVIOUSLY ANNOUCED NON-BROKERED PRIVATE PLACEMENT FINANCING
VANCOUVER, BC and PLANO, Texas, Aug. 6, 2025 /CNW/ – International Battery Metals Ltd. (“IBAT” or the “Company“) (TSXV: IBAT) and (OTCQB: IBATF) is pleased to announce that it has completed its previously announced private placement financing (the “Offering“) with Encompass Capital Advisors LLC, acting for certain fund entities and managed accounts for which Encompass Capital Advisors LLC exercises investment discretion (collectively, “Encompass“). Pursuant to the Offering, the Company has issued 25,765,259 units of the Company (the “Units“) at a deemed issue price of approximately US$0.19406 for aggregate gross proceeds of approximately US$5,000,000, which is based on an issue price of C$0.26625 for aggregate gross proceeds of approximately C$6,860,000 using the Bank of Canada US$1.00 to C$ exchange rate as of July 18, 2025 of US$1.00 to C$1.372.
Each Unit consists of one common share of the Company (a “Common Share“) and one Common Share purchase warrant (a “Warrant“). Each Warrant entitles the holder to acquire one Common Share (each, a “Warrant Share“) at an exercise price equal to C$0.355 per Warrant Share, until August 5, 2028, the date which is three years from the date of issuance.
The proceeds from the Offering will be used for preparing IBAT’s modular direct lithium extraction plant (“MDLE Plant“) for future operations and general corporate purposes.
The securities issued under the Offering are subject to a statutory hold period of four months and one day from the date of issuance under Canadian Securities laws.
The offer and sale of the Units were made in a transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended (the “Securities Act“), or applicable state securities laws, and have been sold in a private placement pursuant to Regulation D of the Securities Act. The securities issued in the private placement may not be offered or sold in the United States absent registration or pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer or sale would be unlawful prior to the registration or qualification under the securities laws of such state.
In addition, the Company has received the approval from the TSXV for the following previously announced amendments to certain warrants issued under the following private placements with Encompass and EV Metals (the “Warrant Amendments“):
|
Private Placement |
Warrants Issued |
Amendments |
|
Private Placement with Encompass on April 21, 2023 |
6,396,999 warrants issued pursuant to a private placement of units of the Company, with each warrant entitling the holder thereof to purchase one Common Share at a price of C$1.21 per Common Share until May 3, 2026 (as extended on April 26, 2024) |
Extend the expiration date of the warrants under such private placement to April 21, 2028. Amend each warrant certificate by adding certain restrictions that limit Encompass from becoming a control person as defined under the Securities Act (Ontario) through exercise of such warrants. |
|
Private Placement with EV Metals on February 29, 2024 |
2,702,400 warrants issued pursuant to a private placement of units of the Company, with each warrant entitling the holder thereof to purchase one Common Share at a price of C$1.25 per Common Share until March 1, 2026 |
Extend the expiration date of the warrants under such private placement to the same expiration date of the Warrants issued in the Offering, which is August 5, 2028. |
|
Private Placement with Encompass and EV Metals on May 3, 2024 |
18,642,134 warrants issued pursuant to a private placement of units of the Company, with each warrant entitling the holder thereof to purchase one Common Share at a price of C$0.9579 per Common Share until May 3, 2026 |
Extend the expiration date of the warrants under such private placement to the same expiration date of the Warrants issued in the Offering, which is August 5, 2028.
With respect to the warrants held by Encompass, amend the respective warrant certificates by adding certain restrictions that limit Encompass from becoming a control person as defined under the Securities Act (Ontario) through exercise of such warrants. |
|
Private Placement with Encompass and EV Metals on June 19, 2024 |
11,478,246 warrants issued pursuant to a private placement of units of the Company, with each warrant entitling the holder thereof to purchase one Common Share at a price of C$0.9579 per Common Share until June 19, 2026 |
Extend the expiration date of the warrants under such private placement to the same expiration date of the Warrants issued in the Offering, which is August 5, 2028.
With respect to the warrants held by Encompass, amend the respective warrant certificates by adding certain restrictions that limit Encompass from becoming a control person as defined under the Securities Act (Ontario) through exercise of such warrants. |
MI 61-101 Disclosure
The participation by Encompass in the Offering and the Warrant Amendments of the warrants held by Encompass and EV Metals constitute “related party transactions” for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements for the Related Party Transactions available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(a) of MI 61-101 and from minority shareholder approval in section 5.6 of MI 61-101 in reliance on section 5.7(1)(a) of MI 61-101, as the fair market value of the Offering and the Warrant Amendments, insofar as it involves related parties, is not more than 25% of the Company’s market capitalization. A material change report was 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.
About International Battery Metals Ltd.
The Company’s direct lithium extraction technology is based on proprietary lithium extraction media housed in patented extraction towers that are enclosed in a modular, shippable platform able to be loaded and brought into production within a minimal time frame after arrival on a customer site. Utilizing the patented technology, the Company’s focus has been on advanced extraction of lithium chloride from ground water salt brine deposits and returning the same water to the subsurface aquifer. The Company’s unique patented technology ensures faster delivery of lithium chloride while ensuring minimal environmental impact.
ON BEHALF OF THE BOARD
“Joseph Mills”
Joseph Mills, CEO
(832) 683-8839
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts 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 use of proceeds in connection with the Offering. 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.
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SOURCE International Battery Metals Ltd.
