INTERNATIONAL BATTERY METALS LTD. 8-K

What Happened
International Battery Metals Ltd. announced a non‑brokered private placement under a previously announced binding LOI with EV Metals VII LLC (an insider vehicle controlled by director Jacob Warnock). Affiliates of EV Metals have agreed to subscribe for the remaining USD $2.8 million of Units. Each Unit will consist of one common share and one warrant, priced at USD $0.08 per Unit; each Warrant is exercisable for one common share at C$0.15 per share for four years. The Offering is expected to close on or around April 24, 2026, subject to TSX Venture Exchange approval.

Key Details

• Offering size: USD $2.8 million in Units at USD $0.08 per Unit (one share + one warrant).
• Warrant terms: exercise price C$0.15 per share, four‑year term.
• Insider involvement and fee: EV Metals VII LLC affiliates (insider) are subscribers; Jacob Warnock (director) will receive a 5% cash structuring fee on gross proceeds from those affiliates.
• Compliance and restrictions: Units subject to a four‑month plus one‑day Canadian hold period; securities considered restricted under the U.S. Securities Act and were sold relying on Section 4(a)(2) exemption.

Why It Matters
The financing provides up to $2.8M in gross proceeds to the company, which supports operations or development but also increases potential share count immediately and potentially more if warrants are exercised. The transaction involves insider participation and a cash fee to a director, which investors should note for potential conflicts of interest and governance considerations. Closing is contingent on TSXV approval and the securities will be restricted for a short hold period after issuance.