International Battery Metals (IBATF) secures $2.0M unit financing with EV Metals

Rhea-AI Filing Summary

International Battery Metals Ltd. entered a material financing agreement by issuing 26,427,053 Units in a non-brokered private placement to EV Metals 9 LLC, an affiliate of EV Metals 7 LLC.

Each Unit consists of one common share and one Warrant, priced at USD $0.08 per Unit, for total gross proceeds of USD $2.0 million. Each Warrant allows the holder to buy one additional common share at C$0.14 for four years from issuance. The company paid Jacob Warnock a structuring fee equal to 5% of the gross proceeds. The Units are subject to a four-month plus one-day hold under Canadian law and are restricted securities in the U.S., sold under the Section 4(a)(2) exemption from registration.

Insights

Capital markets & dilution analyst

IBAT raises $2.0M via units with four-year warrants to EV Metals.

International Battery Metals issued 26,427,053 Units at USD $0.08 each, raising USD $2.0 million in a private placement with EV Metals 9 LLC. Each Unit includes a common share plus a four-year Warrant exercisable at C$0.14.

The transaction brings new cash into the company but also introduces potential future share issuance if Warrants are exercised. A four-month plus one-day hold period and U.S. restricted status limit immediate resale, aligning this more with longer-term strategic funding than quick trading.

Future filings may clarify how proceeds are deployed and whether EV Metals affiliates make additional follow-on investments under the March 2025 LOI, which would further affect ownership structure and potential dilution.

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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): February 23, 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
6100 Tennyson Parkway, Suite 240 Plano, Texas 75024
(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

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.

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 February 23, 2026, the Company issued 26,427,053 Units (the “Units”) to EV Metals 9 LLC ("EV Metals"), an affiliate of EV Metals 7 LLC, in connection with a previously announced non-brokered private placement financing (the "Offering"), marking the third 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 $2.0 million. Each Warrant entitles the holder to purchase one additional Company common share at a price of C$0.14 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 not registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		Subscription Agreement for Units
10.2		Warrant Certificate
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						February 23, 2026
Michael Rutledge						Date
Chief Financial Officer

FAQ

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

International Battery Metals completed a non-brokered private placement, issuing 26,427,053 Units to EV Metals 9 LLC for gross proceeds of USD $2.0 million, marking the third follow-on investment under a binding Letter of Intent with EV Metals 7 LLC from March 2025.

What does each Unit issued by International Battery Metals to EV Metals include?

Each Unit includes one International Battery Metals common share and one Warrant. Each Warrant allows purchase of one additional common share at C$0.14 per share for four years from issuance, adding potential future equity if those Warrants are exercised.

At what price were International Battery Metals Units sold in the private placement?

The Units were priced at USD $0.08 each. With 26,427,053 Units issued to EV Metals 9 LLC, this pricing resulted in total gross proceeds of USD $2.0 million for International Battery Metals from the Offering.

What are the resale restrictions on the Units issued by International Battery Metals?

The Units are subject to a four-month plus one-day hold period under Canadian securities laws. In the United States, the securities are considered restricted and were sold relying on the Section 4(a)(2) exemption from registration under the Securities Act.

What fee did International Battery Metals pay in connection with the 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 by EV Metals affiliates, paid in cash at closing of the USD $2.0 million Offering.

Under what exemption were International Battery Metals’ Units sold in the United States?

The Units issued in the Offering were not registered under the Securities Act. International Battery Metals relied on the registration exemption provided by Section 4(a)(2) of the Securities Act for this private placement sale.

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

• EX-10.1 EX-10.1 749.4 KB
• EX-10.2 EX-10.2 257.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 44.9 KB