[8-K] INTERNATIONAL BATTERY METALS LTD. Reports Material Event
Rhea-AI Filing Summary
International Battery Metals Ltd. entered into a non-brokered private placement with EV Metals VII LLC affiliates, an insider group controlled by director Jacob Warnock. The affiliates agreed to purchase USD $2.8 million of units, each priced at USD $0.08 and consisting of one common share and one warrant.
Each warrant allows the purchase of one additional common share at C$0.15 for four years from issuance. The offering is expected to close on or around April 24, 2026, subject to TSX Venture Exchange approval. The company will pay Jacob Warnock a 5% cash structuring fee on gross proceeds, and the units will be subject to a four-month plus one-day hold and treated as restricted securities, relying on a Section 4(a)(2) exemption from registration.
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Insights
IBAT secures insider-led USD $2.8M unit financing on warrant-linked terms.
The company is raising USD $2.8 million through a non-brokered private placement with affiliates of insider EV Metals VII LLC. Each unit combines a common share with a four-year warrant at C$0.15, creating both immediate equity issuance and potential future dilution if warrants are exercised.
The transaction depends on TSX Venture Exchange approval and uses a Section 4(a)(2) exemption, meaning the securities are restricted and placed privately rather than via public markets. A 5% cash structuring fee to director-controlled Jacob Warnock adds a related-party compensation element, disclosed alongside the insider nature of the financing. Future filings may detail closing and any subsequent warrant exercises.
8-K Event Classification
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
Date of Report (Date of earliest event reported):
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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 3.02 Unregistered Sale of Equity Securities.
On April 16, 2026, International Battery Metals Ltd. (the "Company") announced a non-brokered private placement financing under the 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 the remaining USD $2.8 million (the "Offering") of units ("Units") under the LOI.
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 $2.8 million. Each Warrant will entitle the holder to purchase one additional Company common share at a price of C$0.15 per share for a period of four years from the date of issuance.
The Offering is expected to close on or around April 24, 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 9.01 Financial Statements and Exhibits
(d) Exhibits
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Description |
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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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April 16, 2026 |
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Michael Rutledge |
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Chief Financial Officer |
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