International Battery Metals (IBATF) sells 34.3M units in $2.8M private placement

Rhea-AI Filing Summary

International Battery Metals LTD reported a private placement financing with an affiliate of a company director. On April 29, 2026, it issued 34,315,465 Units to EV Metals 9 LLC at USD $0.08 per Unit, for gross proceeds of USD $2.8 million. Each Unit includes one common share and a four-year warrant to buy one additional share at C$0.148. The transaction was completed under a previously announced binding letter of intent, relied on a U.S. private offering exemption, and includes a four‑month plus one‑day hold period.

Insights

Capital markets and corporate governance analyst

IBAT raises $2.8M via insider-linked private placement with warrants.

International Battery Metals LTD completed a non-brokered private placement of $2.8 million, issuing 34,315,465 Units to EV Metals 9 LLC. Each Unit carries one common share and a four-year warrant with a C$0.148 exercise price, adding both immediate capital and potential future equity inflow.

The buyer is controlled by director Jacob Warnock, who received a 5% structuring fee on gross proceeds. That makes this a related-party financing, though it is documented through a Subscription Agreement and Warrant Certificate and placed under hold and restricted security rules.

The Units are subject to a four‑month plus one‑day hold under Canadian law and were issued using the U.S. Section 4(a)(2) exemption, so any resale path depends on securities law compliance. Future company filings may clarify how the warrants are exercised over their four‑year term and any resulting ownership concentration effects.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Units issued: 34,315,465 Units Unit price: USD $0.08 per Unit Gross proceeds: USD $2.8 million +3 more

6 metrics

Units issued 34,315,465 Units Issued April 29, 2026 in non-brokered private placement

Unit price USD $0.08 per Unit Pricing for each Unit comprising one share and one warrant

Gross proceeds USD $2.8 million Total proceeds from private placement Offering

Warrant exercise price C$0.148 per share Price to purchase one additional common share per warrant

Warrant term Four years Exercise period from date of issuance

Structuring fee 5% of gross proceeds Cash fee paid to Jacob Warnock at closing

Key Terms

non-brokered private placement financing, Subscription Agreement, Warrant Certificate, restricted securities, +2 more

6 terms

non-brokered private placement financing financial

"pursuant to its previously announced non-brokered private placement financing (the "Offering")"

Subscription Agreement financial

"entered into a Subscription Agreement and executed a Warrant Certificate"

A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.

Warrant Certificate financial

"entered into a Subscription Agreement and executed a Warrant Certificate"

restricted securities regulatory

"will be considered restricted securities under the Securities Act"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"

binding Letter of Intent financial

"follow-on investment under the Company's previously announced binding Letter of Intent ("LOI")"

A binding letter of intent is a short written agreement in which parties formally commit to the main terms of a proposed transaction — such as price, timeline and key conditions — before the full contract is completed. It matters to investors because it raises the chance the deal will actually happen and can change a company’s value and risk profile, much like a signed down-payment that holds buyers and sellers to core promises while final paperwork is finished.

Understanding 8-K Material Events →

0001786318false00-00000000001786318ibatf:OTCQBMember2026-04-292026-04-290001786318ibatf:TSXVentureExchangeMember2026-04-292026-04-2900017863182026-04-292026-04-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2026

INTERNATIONAL BATTERY METALS LTD
(Exact Name of Registrant as Specified in Charter)
British Columbia, Canada			333-286616			Not applicable
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)
12 Greenway Plaza, Suite 1100 Houston, Texas 77046 (Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (832) 683-8839
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, no par value

IBAT

TSX Venture Exchange

Common Shares, no par value

IBATF

OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the ExchangexActx☐

Item 1.01 Entry Into a Material Definitive Agreement.

On April 29, 2026, International Battery Metals LTD (the "Company") entered into a Subscription Agreement and executed a Warrant Certificate with respect to the Offering described in Item 3.02 below. The information contained in Item 3.02 of this Current Report on Form 8-K in relation to the Common Shares and the Warrants is incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities.

On April 29, 2026, the Company issued 34,315,465 Units (the “Units”) to EV Metals 9 LLC ("EV Metals"), an affiliate of EV Metals 7 LLC, pursuant to its previously announced non-brokered private placement financing (the "Offering"). The offer is the fourth follow-on investment under the Company's previously announced binding Letter of Intent ("LOI") with EV Metals 7 LLC from March 2025.

Each Unit includes one Company common share and one warrant (each, a "Warrant") to purchase one common share and is priced at USD $0.08 per Unit, with total gross proceeds of USD $2.8 million. Each Warrant entitles the holder to purchase one additional Company common share at a price of C$0.148 per share for a period of four years from the date of issuance.

In accordance with the LOI, IBAT paid Jacob Warnock a structuring fee equal to 5% of the gross proceeds subscribed for by EV Metals affiliates in connection with the Offering, in cash at closing. The Units are subject to a four-month plus one-day hold period under Canadian securities laws and will be considered restricted securities under the Securities Act.

The sale of the Units issued in the Offering were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

EV Metals is controlled by a director of the Company, Jacob Warnock.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		Subscription Agreement for Units dated April 29, 2026 by and between the Company and EV Metals 9 LLC
10.2		Warrant Certificate dated April 29, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

International Battery Metals LTD.
/s/ Michael Rutledge						April 29, 2026
Michael Rutledge						Date
Chief Financial Officer

FAQ

What financing did International Battery Metals (IBATF) complete with EV Metals 9 LLC?

International Battery Metals completed a non-brokered private placement, issuing 34,315,465 Units to EV Metals 9 LLC for gross proceeds of USD $2.8 million. Each Unit includes one common share and a warrant to purchase an additional share at C$0.148 for four years.

What are the key terms of the Units issued by International Battery Metals (IBATF)?

Each Unit consists of one common share and one warrant, priced at USD $0.08 per Unit. Each warrant allows the holder to buy one additional common share at C$0.148 for four years from issuance, combining immediate equity with potential future share purchases.

Who is EV Metals in the International Battery Metals (IBATF) private placement?

The Units were issued to EV Metals 9 LLC, an affiliate of EV Metals 7 LLC. EV Metals is controlled by company director Jacob Warnock, making this a related-party transaction conducted under a previously announced binding Letter of Intent from March 2025.

What fees were paid in connection with the IBATF private placement Offering?

In line with the Letter of Intent, International Battery Metals paid Jacob Warnock a structuring fee equal to 5% of the gross proceeds subscribed for by EV Metals affiliates. This fee was paid in cash at closing of the USD $2.8 million Offering.

What restrictions apply to the International Battery Metals (IBATF) Units issued?

The Units are subject to a four-month plus one-day hold period under Canadian securities laws and are treated as restricted securities under the U.S. Securities Act. They were sold relying on the Section 4(a)(2) exemption for private offerings.

What agreements did International Battery Metals (IBATF) sign for this Offering?

International Battery Metals entered into a Subscription Agreement for Units with EV Metals 9 LLC and executed a Warrant Certificate on April 29, 2026. These documents formalize the Unit issuance terms, including pricing, warrant rights, and the four-year exercise period.

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

• EX-10.1 EX-10.1 307.4 KB
• EX-10.2 EX-10.2 91.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 51.7 KB