Insider-led $2M unit financing planned at International Battery Metals (OTC: IBATF)

Rhea-AI Filing Summary

International Battery Metals LTD announced a non-brokered private placement of USD $2.0 million of units to affiliates of EV Metals VII LLC, an insider controlled by director Jacob Warnock. Each unit includes one common share and one warrant priced at USD $0.08 per unit.

Each warrant allows the purchase of one additional common share at C$0.14 for four years. The offering is expected to close around February 23, 2026, subject to TSX Venture Exchange approval, and was issued under a U.S. registration exemption. The company will pay Warnock a 5% cash structuring fee on subscribed proceeds.

The company will also share an updated investor presentation, dated December 31, 2025 for cash-position data, and present at the OTC Markets Precious Metals & Critical Minerals Virtual Investor Conference, using this presentation with current and prospective stakeholders.

Insights

Equity Capital Markets Analyst

IBAT lines up a $2.0M insider-led private placement with attached warrants.

International Battery Metals LTD arranged a non-brokered USD $2.0 million unit financing with affiliates of insider EV Metals VII LLC at $0.08 per unit. Each unit carries a four-year warrant exercisable at C$0.14, so investors receive both immediate equity and long-dated upside optionality.

The transaction depends on TSX Venture Exchange approval and an expected closing around February 23, 2026. A 5% cash structuring fee will be paid to director Jacob Warnock, increasing the company’s transaction cost relative to the gross proceeds but keeping the process non-brokered.

The company is also circulating an updated investor presentation, including its cash position as of December 31, 2025, and presenting at an OTC Markets virtual conference. Subsequent disclosures may clarify how the new capital and warrant structure affect future funding flexibility.

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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 6, 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 2.02 Results of Operations and Financial Condition

On February 10, 2026, International Battery Metals LTD (the "Company") will post and make available on its website an Investor Presentation, a copy of which is furnished as Exhibit 99.1 to this report (the "Investor Presentation"). The Investor Presentation discloses the Company’s cash position as of December 31, 2025.

The information in Item 2.02 of this Current Report on Form 8-K (this "Report"), including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 3.02 Unregistered Sale of Equity Securities

On February 6, 2026, the Company announced a non-brokered private placement financing under a previously announced binding Letter of Intent ("LOI") with EV Metals VII LLC ("EV Metals"), an insider of the Company controlled by a director of the Company, Jacob Warnock. Under the terms of the LOI, affiliates of EV Metals have agreed to subscribe to purchase USD $2.0 million (the "Offering") of units ("Units").

Each Unit will include one Company common share and one warrant (each, a "Warrant") to purchase one common share and will be priced at USD $0.08 per Unit, for total gross proceeds of USD $2.0 million. Each Warrant will entitle 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.

The Offering is expected to close on or around February 23, 2026, pending approval from the TSX Venture Exchange (TSXV).

In accordance with the LOI, IBAT will also pay Jacob Warnock a structuring fee equal to 5% of the gross proceeds subscribed for by EV Metals affiliates in connection with the Offering, payable in cash at closing. The Units will be 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 7.01 Registration FD Disclosure.

On February 11, 2026, the Company will make a presentation at the OTC Markets Precious Metals & Critical Minerals Virtual Investor Conference and references may be made to the Investor Presentation furnished as Exhibit 99.1 to this Report. The Company may use the Investor Presentation or information contained therein in other presentations from time to time thereafter to current and potential investors, analysts, lenders, business partners, acquisition candidates, customers, employees and others with an interest in the Company and its business.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1		Investor Presentation dated February 10, 2026, titled "IBAT Investor Overview"
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 10, 2026
Michael Rutledge						Date
Chief Financial Officer

FAQ

What financing did International Battery Metals (IBATF) announce in this 8-K?

International Battery Metals announced a non-brokered private placement of units for gross proceeds of USD $2.0 million. Affiliates of EV Metals VII LLC agreed to subscribe, providing equity plus attached warrants to purchase additional common shares on long-dated terms.

What are the terms of the International Battery Metals (IBATF) private placement units?

Each unit is priced at USD $0.08 and includes one common share and one warrant. Each warrant allows the holder to buy one additional common share at C$0.14 per share for four years from the issuance date, adding potential future equity inflow.

Who is participating in International Battery Metals’ (IBATF) $2.0 million financing?

Affiliates of EV Metals VII LLC, an insider entity controlled by director Jacob Warnock, agreed to subscribe to the entire USD $2.0 million offering. The company will also pay Warnock a 5% cash structuring fee on the subscribed gross proceeds at closing.

When is the International Battery Metals (IBATF) private placement expected to close?

The offering is expected to close on or around February 23, 2026, subject to approval from the TSX Venture Exchange. Final settlement timing therefore depends on regulatory clearance, as explicitly noted in the transaction terms disclosed in the report.

How are the International Battery Metals (IBATF) units treated under securities laws?

The units will have a four-month plus one-day hold period under Canadian securities laws and be considered restricted securities in the United States. They were sold without SEC registration in reliance on the Section 4(a)(2) registration exemption of the Securities Act.

What investor communications did International Battery Metals (IBATF) highlight?

International Battery Metals will post an Investor Presentation dated February 10, 2026, disclosing its cash position as of December 31, 2025. The company will also present at the OTC Markets Precious Metals & Critical Minerals Virtual Investor Conference using this updated presentation.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 10.1 KB

Other Documents

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