INTERNATIONAL BATTERY METALS LTD ANNOUNCES NON-BROKERED PRIVATE PLACEMENT FINANCING
VANCOUVER, BC and PLANO, Texas , July 21, 2025 /PRNewswire/ – International Battery Metals Ltd. (“IBAT” or the “Company“) (TSXV: IBAT) and (OTCQB: IBATF) is pleased to announce that it has entered into subscription agreements (the “Subscription Agreements“) with Encompass Capital Advisors LLC, acting for certain fund entities and managed accounts for which Encompass Capital Advisors LLC exercises investment discretion (collectively, “Encompass“), pursuant to which the Company has agreed to issue US$5 million in units (the “Units“) of the Company (the “Offering“).
The issue price per Unit will be based on the maximum permissible discount to the market price of the Company’s common shares (the “Common Shares“) under the rules of the TSX Venture Exchange (the “TSXV“) as of closing on the trading day immediately preceding the announcement of the closing of the Offering (the “Market Price“). Each Unit will consist of one Common Share and one Common Share purchase warrant (a “Warrant“). Each Warrant will entitle the holder to acquire one Common Share (each, a “Warrant Share“) at an exercise price equal to the Market Price per Warrant Share, until the date which is three years from the date of issuance.
The Company expects to close the Offering (the “Closing“) on or around August 8, 2025, subject to the approval of the TSXV of the Offering and the Warrant Amendments (as defined below) with respect to certain existing warrants of the Company held by Encompass. At the Closing, the Company has agreed to issue 25,765,258 Units to Encompass at a deemed issue price of approximately US$0.19406 for aggregate gross proceeds of US$5,000,000, which is based on an issue price of C$0.26625 for aggregate gross proceeds of C$6,860,000 using the Bank of Canada US$1.00 to C$ exchange rate as of July 18, 2025 of US$1.00 to C$1.372. The Warrants issuable pursuant to the Closing will entitle the holder to acquire one Warrant Share at an exercise price of C$0.355 per Warrant Share for a period of three years from the date of the Closing. The proceeds from the Offering will be used for preparing IBAT’s modular direct lithium extraction plant (“MDLE Plant“) for future operations and general corporate purposes.
In addition, pursuant to the Subscription Agreements, the Company has granted Encompass the right but not the obligation, exercisable by Encompass in its sole discretion, to purchase up to US$2 million of additional Units of the Company (the “Additional Investment“). Such right will be exercisable by Encompass at any time on or before December 31, 2025. The terms of the Additional Investment will be at least as favorable for Encompass as such terms set forth in the Subscription Agreements and the other applicable transaction documents and terms offered by the Company to any other existing or future investors in respect of a private placement entered into or completed by the Company by December 31, 2025.
The securities issued under the Offering are subject to a statutory hold period of four months and one day from the date of issuance under Canadian Securities laws.
The offer and sale of the Units were made in a transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended (the “Securities Act“), or applicable state securities laws, and have been sold in a private placement pursuant to Regulation D of the Securities Act. The securities issued in the private placement may not be offered or sold in the United States absent registration or pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer or sale would be unlawful prior to the registration or qualification under the securities laws of such state.
In connection with the Offering, the Company has entered into amended and restated registration rights agreements with respect to the registration rights agreements entered into by the Company with Encompass and EV Metals VI LLC (“EV Metals VI“, together with certain of its affiliates and subsidiaries, “EV Metals“), each dated May 3, 2024 (the “RRA Amendments“).
In addition, concurrently with the Offering and subject to the approval of the TSXV, the Company will extend the expiration date of the warrants issued under the following private placements with Encompass and EV Metals, as summarized below (the “Warrant Amendments“):
MI 61-101 Disclosure
The participation by Encompass in the Offering and the Warrant Amendments of the warrants held by Encompass and EV Metals constitute “related party transactions” for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements for the Related Party Transactions available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(a) of MI 61-101 and from minority shareholder approval in section 5.6 of MI 61-101 in reliance on section 5.7(1)(a) of MI 61-101, as the fair market value of the Offering and the Warrant Amendments, insofar as it involves related parties, is not more than 25% of the Company’s market capitalization. A material change report will be filed in connection with the Related Party Transactions less than 21 days in advance of closing of the Related Party Transactions as approval of the Related Party Transactions occurred less than 21 days prior to the date of this announcement. The Related Party Transactions were unanimously approved by the non-interested directors of the Company.
READ the latest Batteries News shaping the battery market
INTERNATIONAL BATTERY METALS LTD ANNOUNCES NON-BROKERED PRIVATE PLACEMENT FINANCING, source
