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Intl Battery Metals (OTCQB: IBATF) SVP reports RSU and performance-based share units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

INTERNATIONAL BATTERY METALS LTD. senior vice president of corporate development James Garrett Galloway reported his initial holdings of restricted share units and performance-based restricted share units, which are rights to receive common shares if future conditions are met.

The holdings include 400,000 time-based RSUs granted on June 2, 2025 that vest in full on June 15, 2026, each representing one common share. He also holds several blocks of performance-based RSUs: 800,000 tied to completing and deploying two additional Direct Lithium Extraction plants, 200,000 that vest 60 days after a successful listing on a major stock exchange, 1,721,810 linked to annualized EBITDA targets of $25 million and $50 million, and 860,905 linked to achieving $750 million and $1.5 billion market capitalizations over 60-day volume weighted average trading prices. The filing shows ownership of these awards but no open-market share purchases or sales.

Positive

  • None.

Negative

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Insider GALLOWAY JAMES GARRETT
Role SVP of Corporate Development
Type Security Shares Price Value
holding Restricted Share Units -- -- --
holding Performance Based Restricted Share Unit -- -- --
holding Performance Based Restricted Share Unit -- -- --
holding Performance Based Restricted Share Unit -- -- --
holding Performance Based Restricted Share Unit -- -- --
Holdings After Transaction: Restricted Share Units — 400,000 shares (Direct); Performance Based Restricted Share Unit — 800,000 shares (Direct)
Footnotes (1)
  1. Restricted Shares Units ("RSUs") granted on June 2, 2025, under International Battery Metals (the "Issuer") Amended and Restated Restricted Share Unit Plan (as amended, the "Plan"), which vests in full on June 15, 2026. Each RSU represents a contingent right to receive one Common Share. Represents Performance Based Restricted Share Units ("PBRSUs") granted on June 2, 2025, under the Plan, which shall vest upon completion of and deployment of two additional Direct Lithium Extraction Plants, subject to the terms of the associated Restricted Share Unit Agreement. Each PBRSU represents a contingent right to receive one share of Common Stock. Represents Performance Based Restricted Share Units granted on February 4, 2026, which will vest in full 60 days following the Issuer's successful listing on a major stock exchange. Represents Performance Based Restricted Share Units granted on February 4, 2026, of which, 50% shall vest upon the Issuer achieving an annualized EBITDA of $25 million and the remaining 50% shall vest upon the Issuer achieving an annualized EBITDA of $50 million. Represents Performance Based Restricted Share Units granted on February 4, 2026, of which, 50% shall vest upon the Issuer achieving a $750 million market capitalization over a 60 day volume weighted average trading price and the remaining 50% shall vest upon the Issuer achieving $1.5 billion market capitalization over a 60 day volume weighted average trading price.
Time-based RSUs 400,000 units Granted June 2, 2025; vest June 15, 2026
PBRSUs tied to DLE plants 800,000 units Vest upon completion and deployment of two additional Direct Lithium Extraction plants
PBRSUs tied to exchange listing 200,000 units Vest 60 days after successful listing on a major stock exchange
PBRSUs tied to EBITDA 1,721,810 units 50% vest at $25M annualized EBITDA; 50% at $50M annualized EBITDA
PBRSUs tied to market cap 860,905 units 50% vest at $750M market cap; 50% at $1.5B market cap over 60-day VWAP
Exercise price of units $0.0000 per unit RSUs and PBRSUs represent contingent rights to common shares with no exercise price
Restricted Share Units financial
"Restricted Shares Units ("RSUs") granted on June 2, 2025, under International Battery Metals"
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
Performance Based Restricted Share Units financial
"Represents Performance Based Restricted Share Units ("PBRSUs") granted on June 2, 2025, under the Plan"
Direct Lithium Extraction Plants technical
"shall vest upon completion of and deployment of two additional Direct Lithium Extraction Plants"
annualized EBITDA financial
"50% shall vest upon the Issuer achieving an annualized EBITDA of $25 million"
market capitalization financial
"shall vest upon the Issuer achieving a $750 million market capitalization over a 60 day volume weighted average"
Market capitalization is the total market value of a company’s outstanding shares, calculated by multiplying the current share price by the number of shares issued. It gives a quick snapshot of a company’s size and how investors value it, influencing perceived risk, index membership, and roughly how much it might cost to buy the whole company — like using a sticker price to compare the relative size and price of different houses.
volume weighted average trading price financial
"over a 60 day volume weighted average trading price and the remaining 50%"
Volume weighted average trading price (VWAP) is the average price of a security over a set period, calculated by giving more weight to prices where more shares were traded — in other words, prices with higher volume count more. Investors use VWAP as a benchmark to judge trade execution and market activity: it helps tell whether a buy or sell occurred at a better or worse price than the market’s typical traded level, like comparing your purchase to the crowd’s average.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
GALLOWAY JAMES GARRETT

(Last)(First)(Middle)
12 GREENWAY PLAZA
SUITE 1100

(Street)
HOUSTON TEXAS 77046

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
04/06/2026
3. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL BATTERY METALS LTD. [ IBATF ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP of Corporate Development
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units (1) (1)Common Shares, no par value400,000(2)D
Performance Based Restricted Share Unit (3) (3)Common Shares, no par value800,000(4)D
Performance Based Restricted Share Unit (5) (5)Common Shares, no par value200,000(4)D
Performance Based Restricted Share Unit (6) (6)Common Shares, no par value1,721,810(4)D
Performance Based Restricted Share Unit (7) (7)Common Shares, no par value860,905(4)D
Explanation of Responses:
1. Restricted Shares Units ("RSUs") granted on June 2, 2025, under International Battery Metals (the "Issuer") Amended and Restated Restricted Share Unit Plan (as amended, the "Plan"), which vests in full on June 15, 2026.
2. Each RSU represents a contingent right to receive one Common Share.
3. Represents Performance Based Restricted Share Units ("PBRSUs") granted on June 2, 2025, under the Plan, which shall vest upon completion of and deployment of two additional Direct Lithium Extraction Plants, subject to the terms of the associated Restricted Share Unit Agreement.
4. Each PBRSU represents a contingent right to receive one share of Common Stock.
5. Represents Performance Based Restricted Share Units granted on February 4, 2026, which will vest in full 60 days following the Issuer's successful listing on a major stock exchange.
6. Represents Performance Based Restricted Share Units granted on February 4, 2026, of which, 50% shall vest upon the Issuer achieving an annualized EBITDA of $25 million and the remaining 50% shall vest upon the Issuer achieving an annualized EBITDA of $50 million.
7. Represents Performance Based Restricted Share Units granted on February 4, 2026, of which, 50% shall vest upon the Issuer achieving a $750 million market capitalization over a 60 day volume weighted average trading price and the remaining 50% shall vest upon the Issuer achieving $1.5 billion market capitalization over a 60 day volume weighted average trading price.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Norma Garcia, Attorney-in-Fact for James Garrett Galloway04/08/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does the IBATF Form 3 filing by James Garrett Galloway show?

The Form 3 for IBATF shows SVP James Garrett Galloway’s initial holdings of restricted share units and performance-based units, all convertible into common shares upon vesting. It records existing awards rather than any open-market share purchases or sales.

How many time-based RSUs does the IBATF executive report holding?

James Garrett Galloway reports holding 400,000 restricted share units granted on June 2, 2025. These RSUs vest in full on June 15, 2026, with each unit representing a contingent right to receive one common share of International Battery Metals.

What operational milestones trigger vesting of some IBATF performance RSUs?

One block of 800,000 performance-based RSUs vests when International Battery Metals completes and deploys two additional Direct Lithium Extraction plants. Vesting is also subject to the terms of the company’s Amended and Restated Restricted Share Unit Plan and related award agreements.

How are IBATF performance RSUs tied to stock-exchange listing goals?

A tranche of 200,000 performance-based RSUs granted on February 4, 2026 will vest in full 60 days after International Battery Metals achieves a successful listing on a major stock exchange, aligning that award with a specific capital-markets milestone for the company.

Which IBATF performance RSUs depend on EBITDA targets?

One award of performance-based RSUs totaling 1,721,810 underlying shares vests in two halves. Fifty percent vests when the issuer achieves $25 million in annualized EBITDA, and the remaining 50% vests when it reaches $50 million in annualized EBITDA.

Which IBATF performance RSUs are linked to market capitalization goals?

Another award of 860,905 performance-based RSUs vests in two stages. Half vests when International Battery Metals reaches a $750 million market capitalization over a 60-day volume weighted average price, and the other half vests at a $1.5 billion market capitalization over a similar 60-day period.