INTERNATIONAL BATTERY METALS LTD. 8-K

What Happened

• International Battery Metals Ltd. (IBATF) announced a non‑brokered private placement closing on February 23, 2026, selling 26,427,053 Units to EV Metals 9 LLC, an affiliate of EV Metals 7 LLC, as the third follow‑on investment under a March 2025 binding LOI.
• Each Unit consisted of one common share and one Warrant priced at USD $0.08 per Unit, generating total gross proceeds of USD $2.0 million. Each Warrant allows the holder to buy one additional common share at C$0.14 per share for four years from issuance.
• The company paid a 5% cash structuring fee to Jacob Warnock on the gross proceeds attributable to EV Metals affiliates. The Units are subject to a four‑month plus one‑day hold period under Canadian securities laws and are restricted under the U.S. Securities Act; the sale relied on the Section 4(a)(2) exemption from registration.

Key Details

• Units issued: 26,427,053; Unit price: USD $0.08; gross proceeds: USD $2,000,000.
• Warrant terms: exercise price C$0.14 per share; term: 4 years from issuance.
• Transaction party: EV Metals 9 LLC (affiliate of EV Metals 7 LLC); third follow‑on under March 2025 LOI.
• Fee paid: 5% cash structuring fee to Jacob Warnock; securities are restricted and not registered under the Securities Act.

Why It Matters

• The transaction provides IBAT with immediate cash (USD $2.0M), which can support operations or development plans, but also creates potential future dilution if warrants are exercised (one share per Warrant at C$0.14).
• Shares and warrants issued are restricted and were sold in a private placement to an affiliate, so these securities were not publicly registered and carry hold‑period restrictions.
• Investors should note the related‑party nature (EV Metals affiliates) and the structuring fee; monitor future filings for any warrant exercises, additional financings, or use of proceeds disclosures.