International Battery Metals Ltd Announces Private Placement And Shares For Services Issuances.
International Battery Metals Ltd. (the “Company“) (CSE: IBAT) is pleased to announce that as a result of investor demand, it intends to complete a second closing of its previously announced private placement completed on December 8, 2023. In the second closing, the Company expects to issue up to 2,475,757 units (each, a “Unit“) for a price of CAD$0.70 per Unit, for total proceeds of up to USD $1.3 million (the “Private Placement“). Each Unit will consist of one common share in the capital of the Company (each, a “Common Share“) and one Common Share purchase warrant (each, a “Warrant“). Each Warrant will permit the holder to acquire one additional Common Share at a price of $0.82 for a period of 24 months from closing of the Private Placement.
The proceeds from the Private Placement will be used to fund the Company’s ongoing operations and other general corporate expenditures. The Company expects that an officer of the Company will purchase Units under the Private Placement.
The Units are being offered pursuant to available prospectus exemptions, including sales to accredited investors. Completion of the Private Placement is subject to regulatory approval including, but not limited to, the approval of the Canadian Securities Exchange. The securities issued under the Private Placement will be subject to a statutory hold period of four months from the date of issuance under Canadian Securities laws and will also be restricted securities under the United States Securities Act of 1933.
The Company also announces that effective December 12, 2023, it issued a total of 431,788 Common Shares to directors, officers, and advisors of the Company in lieu of payment for amounts owing for services rendered to the Company (the “Share Settlements“). The Common Shares issued pursuant to the Share Settlements were issued at prices of CAD$0.70 and CAD$0.89. In addition, the Company has granted and agreed to grant a total of 378,708 Common Shares to certain officers of the Company pursuant to signing and year-end bonuses, issued at deemed prices of CAD$0.89 and CAD$0.90 (the “Bonus Payments“).
Related Party Transaction
Pursuant to the Share Settlements, 71,495 Common Shares were issued to officers and directors of the Company, each of which is a “related party” of the Company as such term is defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101“). Further, the Company expects that an officer of the Company will participate in the Private Placement.
Accordingly, each of the Private Placement, Share Settlements and Bonus Payments (together, the “Transactions“) are related party transactions pursuant to MI 61-101. Under Section 5.4 and 5.6 of MI 61-101, the Company is required to obtain a formal valuation and minority shareholder approval for the Transactions, unless exemptions are available.
The Company is relying on the exemptions from the formal valuation requirement and the minority shareholder approval requirement under Sections 5.5(a) and 5.7(1)(a), as at the time that each of the Private Placement, Share Settlements and Bonus Payments were agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Transactions, insofar as each involves interested parties, exceeds 25 per cent of the Company’s market capitalization.
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International Battery Metals Ltd Announces Private Placement And Shares For Services Issuances. source
