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.
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Insights
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.
8-K Event Classification
FAQ
What financing did International Battery Metals (IBATF) complete with EV Metals?
What does each Unit issued by International Battery Metals to EV Metals include?
At what price were International Battery Metals Units sold in the private placement?
What are the resale restrictions on the Units issued by International Battery Metals?
What fee did International Battery Metals pay in connection with the Offering?
Under what exemption were International Battery Metals’ Units sold in the United States?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act: None
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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
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Description |
10.1 |
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Subscription Agreement for Units |
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Warrant Certificate |
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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.
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International Battery Metals LTD.
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/s/ Michael Rutledge |
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February 23, 2026 |
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Michael Rutledge |
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Chief Financial Officer |
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