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VANCOUVER, BC and HOUSTON, March 3, 2025 /CNW/ - International Battery Metals Ltd. ("IBAT" or the "Company") (TSXV: IBAT) is pleased to announce that it has entered into a binding letter of intent (the "Letter of Intent") with EV Metals VII LLC ("EV Metals VII"), an insider of the Company controlled by Jacob Warnock, a director of the Company, pursuant to which the Company has agreed to issue up to US$15 million in units of the Company (the "Units") in one or more tranches (the "Offering") for a period of 12 months.
IBAT logo (CNW Group/International Battery Metals Ltd.)
The issue price per Unit will be based on the maximum permissible discount to the market price of the Company's common shares (the "Common Shares") under the rules of the TSX Venture Exchange (the "TSXV") as of closing on the trading day immediately preceding the announcement of the closing of a tranche of the Offering (the "Market Price"). Each Unit will consist of one Common Share and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to acquire one additional Common Share (each, a "Warrant Share") at an exercise price of equal to the Market Price per Warrant Share, until the date which is four years from the date of issuance. The use of proceeds for each tranche of the Offering will be disclosed in the applicable news release announcing such tranche.
The Company expects to close the first tranche of the Offering (the "Initial Closing") on or before March 31, 2025. Under the Initial Closing, EV Metals VII and entities under the common control of Jacob Warnock (together, "EV Metals") have agreed to purchase US$7,550,000 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 26,084,453 Units to EV Metals at an issue price of C$0.4168 for aggregate gross proceeds of C$10,872,000. The Warrants issuable pursuant to the Initial 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 Initial Closing. The proceeds of the Initial Closing will be used for preparing IBAT's modular direct lithium extraction plant ("MDLE Plant") for future operations and general corporate purposes. Provided that EV Metals elects to acquire additional Units at any time prior to April 17, 2025, the Company expects the price per Unit and exercise price of the Warrants will remain the same as the Initial Closing.
The Company has also agreed pursuant to the Letter of Intent to pay to Jacob Warnock, a director of the Company and control person of EV Metals, a financing structuring fee equal to 5% of the gross proceeds subscribed for by EV Metals at each closing of the Offering (each, a "Structuring Fee"), which will be payable, at the option of EV Metals in its sole discretion, in cash or Common Shares at the prevailing Unit price for the closing of the Offering at which such Structuring Fee is payable. If approved by the TSXV, in connection with the Initial Closing, Jacob Warnock is expected to be issued an aggregate of 1,304,223 Common Shares (the "Structuring Fee Shares").
Concurrent with completion of the Initial Closing, the Company has agreed to enter into an amendment (the "IRA Amendment") to the investor rights agreement dated February 23, 2024 between the Company and EV Metals, which, among other things, previously granted EV Metals the right to appoint one director to the board of directors of the Company (the "Board") for as long as EV Metals and its affiliates maintained beneficial ownership of at least 5% of the issued and outstanding Common Shares. EV Metals initial nominee to the Board was Jacob Warnock. The IRA Amendment will grant EV Metals the right to appoint one individual to the Board so long as the Board is comprised of six or less individuals, or two individuals so long as the Board is comprised of more than five individuals, provided that one such appointee shall be independent of EV Metals and IBAT. Such nomination right will continue for as long as EV Metals and its affiliates maintain beneficial ownership of at least 5% of the issued and outstanding Common Shares.
The Offering and the Structuring Fee are subject to the approval of the TSXV. 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 and will be restricted securities under the United States Securities Act of 1933.
"As a long-term shareholder, I believe IBAT has strategically positioning itself for success, making significant progress in developing its assets, advancing its business model, and strengthening its market presence," said Jacob Warnock on behalf of EV Metals. "This additional investment underscores my commitment to supporting the Company as it moves closer to unlocking its full potential."
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.
Early Warning Disclosure
Prior to completion of the Initial Closing, EV Metals and entities under the common control of Jacob Warnock beneficially own or control 40,463,598 Common Shares (representing 16.7% of the issued and outstanding Common Shares on a non-diluted basis), 19,104,803 warrants exercisable into Common Shares, and 3,897,675 warrants to acquire Common Shares from arm's length third parties (representing 23.9% of the issued and outstanding Common Shares on a partially-diluted basis assuming only the exercise of warrants beneficially by EV Metal and entities under the common control of Mr. Warnock.).
The Company obtained shareholder approval on October 31, 2024 for the creation of EV Metals as a control person of the Company under the policies of the Canadian Securities Exchange, on which it was previously listed in connection with the exercise of warrants currently held by EV Metals. However, the issuance of the Units to EV Metals under the Offering remains subject to the approval of the TSXV and any conditions it may require in respect of the Offering.
Following completion of the Initial Closing (including the issuance of the Structuring Fee Shares), it is expected that EV Metals and entities under the common control of Jacob Warnock will beneficially own or control 67,852,274 Common Shares (representing 25.1% of the issued and outstanding Common Shares on a non-diluted basis), 45,189,256 common share purchase warrants (including 26,084,453 Warrants) and 3,897,675 warrants to acquire Common Shares from arm's length third parties (representing 36.6% of the issued and outstanding Common Shares on a partially-diluted basis assuming only the exercise of warrants beneficially by EV Metal and entities under the common control of Mr. Warnock.).
EV Metals is located at 1 Calle Cervantes #5 San Juan PR 00907.
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 Offering, the timing for closings of the Offering, the use of proceeds in connection with the Offering, the IRA Amendment, the issuance of the Structuring Fee Shares 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.
