INTERNATIONAL BATTERY METALS LTD. 8-K

What Happened

• International Battery Metals Ltd. (IBATF) filed an 8‑K on Feb 10, 2026 furnishing an Investor Presentation (Exhibit 99.1) that discloses the company’s cash position as of December 31, 2025. The company also announced a non‑brokered private placement under a binding LOI with EV Metals VII LLC (an affiliate controlled by director Jacob Warnock) to raise USD $2.0 million in gross proceeds.

Key Details

• Offering: USD $2.0 million of units; each Unit = 1 common share + 1 warrant; Unit price = USD $0.08 → 25,000,000 Units if fully subscribed.
• Warrants: each Warrant = right to buy 1 common share at C$0.14 per share, exercisable for four years from issuance.
• Parties & fees: EV Metals VII LLC (insider) is the subscriber; IBAT will pay Jacob Warnock a 5% structuring fee on the gross proceeds subscribed by EV Metals affiliates, payable in cash at closing.
• Timing & approvals: Offering expected to close on or around Feb 23, 2026, pending TSX Venture Exchange approval; Units subject to a 4‑month plus one‑day Canadian hold period and were sold as restricted securities (unregistered under the U.S. Securities Act relying on Section 4(a)(2)).
• Additional disclosure: IBAT will present (and may use the Investor Presentation) at the OTC Markets Precious Metals & Critical Minerals Virtual Investor Conference on Feb 11, 2026.

Why It Matters

• The transaction would issue 25 million new shares immediately (plus up to 25 million additional shares if all warrants are exercised), which can materially increase share count and dilute existing holders.
• Insider involvement (EV Metals VII LLC controlled by director Jacob Warnock) and a 5% cash structuring fee to that director are important governance details for investors to note.
• The financing is subject to TSXV approval and Canadian hold periods; the Units are restricted in the U.S., and warrants carry a CAD exercise price, which affects future cash inflows if exercised.