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Encompass Capital (IBATF) files Form 3 showing large share and warrant stake

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

Rhea-AI Filing Summary

Encompass Capital Advisors LLC and related parties filed an initial Form 3 for International Battery Metals Ltd., reporting beneficial ownership of 57,897,081 common shares held directly. The filing also lists several warrant positions for additional common shares.

The warrants cover blocks of 6,396,999, 10,717,977, 3,000,000 and 25,765,259 common shares, with U.S. dollar exercise prices of $0.86, $0.69 and $0.25, converted from Canadian dollar prices using a Bank of Canada exchange rate as of January 14, 2026. These warrants are subject to a 19.99% beneficial ownership limitation.

The securities are held by Encompass Capital Master Fund LP and certain funds and managed accounts advised by Encompass Capital Advisors LLC. Encompass Capital Partners LLC and Todd Kantor may be deemed beneficial owners through their roles, but all reporting persons disclaim beneficial ownership beyond their pecuniary interest.

Positive

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Negative

  • None.
SEC Form 3
FORM 3 UNITED 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*
Encompass Capital Advisors LLC

(Last) (First) (Middle)
200 PARK AVENUE, 16TH FLOOR

(Street)
NEW YORK NY 10166

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2026
3. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL BATTERY METALS LTD. [ IBATF ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Common Shares(1) 57,897,081 D(2)
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 Exercisable Expiration Date Title Amount or Number of Shares
Warrants (3) 04/21/2028 Common Shares 6,396,999 $0.86(4) D(2)
Warrants (3) 08/05/2028 Common Shares 10,717,977 $0.69(5) D(2)
Warrants (3) 08/05/2028 Common Shares 3,000,000 $0.69(5) D(2)
Warrants (3) 08/05/2028 Common Shares 25,765,259 $0.25(6) D(2)
1. Name and Address of Reporting Person*
Encompass Capital Advisors LLC

(Last) (First) (Middle)
200 PARK AVENUE, 16TH FLOOR

(Street)
NEW YORK NY 10166

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Encompass Capital Partners LLC

(Last) (First) (Middle)
C/O ENCOMPASS CAPITAL ADVISORS LLC
200 PARK AVENUE, 16TH FLOOR

(Street)
NEW YORK NY 10166

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Kantor Todd J.

(Last) (First) (Middle)
C/O ENCOMPASS CAPITAL ADVISORS LLC
200 PARK AVENUE, 16TH FLOOR

(Street)
NEW YORK NY 10166

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Encompass Capital Master Fund LP

(Last) (First) (Middle)
C/O OGIER GLOBAL (CAYMAN) LIMITED
89 NEXUS WAY, CAMANA BAY

(Street)
GRAND CAYMAN E9 KY1-9009

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This Form 3 is filed jointly by Encompass Capital Advisors LLC ("ECA"), Todd Kantor ("Mr. Kantor"), Encompass Capital Partners LLC ("ECP") and Encompass Capital Master Fund LP ("ECM" and, together with ECA, ECP and Mr. Kantor, collectively, the "Reporting Persons"). Each of the Reporting Persons is the member of a Section 13(d) group. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer owned directly by other members of the Section 13(d) group and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. Further, each of the Reporting Persons disclaims beneficial ownership of the Common Shares reported herein except to the extent of its pecuniary interest therein.
2. Represents Common Shares and Common Shares subject to exercisable warrants held by ECM and by certain funds and managed accounts managed or sub-advised by ECA. By virtue of its position as a general partner of certain investment partnerships managed by ECA, ECP may be deemed to have beneficial ownership of the securities identified above. By virtue of Mr. Kantor's position of Managing Member of ECA and ECP, Mr. Kantor may be deemed to have beneficial ownership of the securities identified above.
3. Consists of warrants exercisable for shares of Common Stock, subject to a 19.99% beneficial ownership limitation.
4. Represents an exercise price of $1.21 Canadian dollars, converted to U.S. dollars using the Bank of Canada daily exchange rate of $1.00 to CAD$1.3877 as of January 14, 2026.
5. Represents an exercise price of $0.9579 Canadian dollars, converted to U.S. dollars using the Bank of Canada daily exchange rate of $1.00 to CAD$1.3877 as of January 14, 2026.
6. Represents an exercise price of $0.355 Canadian dollars, converted to U.S. dollars using the Bank of Canada daily exchange rate of $1.00 to CAD$1.3877 as of January 14, 2026.
/s/ Encompass Capital Advisors LLC, By: /s/ Todd J. Kantor, its Managing Member 02/02/2026
/s/ Encompass Capital Partners LLC, By: /s/ Todd J. Kantor, its Managing Member 02/02/2026
/s/ Encompass Capital Master Fund L.P., By: Encompass Capital Advisors LLC, its Investment Manager, By: /s/ Todd J. Kantor, its Managing Member 02/02/2026
/s/ Todd J. Kantor 02/02/2026
** Signature of Reporting Person Date
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.

FAQ

What does the Encompass Capital Form 3 reveal about IBATF ownership?

The Form 3 shows Encompass Capital-related entities beneficially owning 57,897,081 common shares of International Battery Metals. It also discloses large warrant holdings for additional shares, establishing them as significant 10% owners under U.S. securities rules.

Who are the reporting persons on the IBATF Encompass Capital Form 3?

The reporting persons are Encompass Capital Advisors LLC, Encompass Capital Partners LLC, Encompass Capital Master Fund LP and Todd Kantor. They file jointly as a Section 13(d) group and each may be deemed to have beneficial ownership through management roles.

How many IBATF common shares do the Encompass entities report owning?

They report beneficial ownership of 57,897,081 common shares of International Battery Metals. This figure includes common shares and shares subject to exercisable warrants held by Encompass Capital Master Fund LP and certain funds and managed accounts advised by Encompass Capital Advisors LLC.

What IBATF warrant positions are disclosed in the Encompass Capital Form 3?

The filing lists warrants for 6,396,999, 10,717,977, 3,000,000 and 25,765,259 IBATF common shares. These warrants have exercise prices of $0.86, $0.69 and $0.25, converted from Canadian dollars using a Bank of Canada exchange rate.

What is the 19.99% beneficial ownership limitation mentioned for IBATF warrants?

The Form 3 states the warrants are exercisable for IBATF common shares but are subject to a 19.99% beneficial ownership limitation. This cap restricts exercise to prevent the reporting persons’ beneficial ownership from exceeding 19.99% at any given time.

Do Encompass Capital and Todd Kantor claim full beneficial ownership of IBATF shares?

No. The reporting persons expressly disclaim beneficial ownership of securities owned directly by other Section 13(d) group members and of the reported common shares, except to the extent of their pecuniary interest. This is a standard limiting disclaimer in such filings.
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