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VANCOUVER, BC and PLANO, Texas, April 4, 2025 /CNW/ - International Battery Metals Ltd. ("IBAT" or the "Company") (TSXV: IBAT) is pleased to announce that it intends to complete a subsequent closing (the "Subsequent Closing") of its previously announced private placement (the "Private Placement").
IBAT logo (CNW Group/International Battery Metals Ltd.)
Pursuant to the Private Placement, the Company has agreed to issue up to US$15 million in units of the Company (the "Units") in one or more tranches for a period of 12 months. The Company completed the initial closing of the Private Placement with EV Metals 7 LLC and EV Metals VI LLC, in which it issued 26,084,454 units of the Company ("Units") at a price of C$0.4168 per Unit, for gross proceeds of USD$7,550,000 (the "Initial Closing"). Each Unit consists of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder to acquire one additional Common Share (each, a "Warrant Share") at an exercise price of C$0.51 per Warrant Share, until March 31, 2029.
The Company expects that the Subsequent Closing to complete prior to April 17, 2025 and the price per Unit and exercise price of the Warrants in the Subsequent Closing will remain the same as the Initial Closing. Under the Subsequent Closing, EV Metals 7 LLC, an entity under the control of Jacob Warnock, has agreed to purchase US$679,000 of Units and based on the Bank of Canada US$1.00 to C$ exchange rate as of February 28, 2025 of US$1.00 to C$1.44, the Company expects to issue 2,345,873 Units to EV Metals 7 LLC at an issue price of C$0.4168 for aggregate gross proceeds of C$977,759.87. The Warrants issuable pursuant to the Subsequent Closing will entitle the holder to acquire one Warrant Share at an exercise price of C$0.51 per Warrant Share for a period of four years from the date of the Subsequent Closing. The proceeds of the Subsequent Closing will be used for preparing IBAT's modular direct lithium extraction plant ("MDLE Plant") for future operations and general corporate purposes.
The Company has also agreed pursuant to the Private Placement to pay to Jacob Warnock, a director of the Company and control person of EV Metals 7 LLC and entities under the common Control of Jacob Warnock (together, "EV Metals"), a financing structuring fee of USD$ 33,950 in cash, equal to 5% of the gross proceeds of the Subsequent Closing.
The Subsequent Closing and the Structuring Fee are subject to the approval of the TSXV. The securities issued under the Subsequent Closing are subject to a statutory hold period of four months and one day from the date of issuance under Canadian Securities laws and will be restricted securities under the United States Securities Act of 1933.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This release may contain statements within the meaning of safe harbour provisions as defined under securities laws and regulations.
MI 61-101 Disclosure
The participation by EV Metals in the Offering and the payment of the Company of the Structuring Fee (together, the "Related Party Transactions") 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 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.
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
"Iris Jancik"
Iris Jancik, CEO
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.
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 Private Placement and the Subsequent Closing, the timing for closings of the Private Placement and the Subsequent Closing, the use of proceeds in connection with the Private Placement and the Subsequent Closing, the issuance of the Structuring Fee 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: failure to complete additional closings under the Private Placement Offering, 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.
