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VANCOUVER, BC and HOUSTON, March 3,
2025 /CNW/ - International Battery Metals Ltd.
("IBAT" or the "Company") (TSXV: IBAT) is pleased to
announce that it has entered into a binding letter of intent (the
"Letter of Intent") with EV Metals VII LLC ("EV Metals
VII"), an insider of the Company controlled by Jacob Warnock, a director of the Company,
pursuant to which the Company has agreed to issue up to
US$15 million in units of the Company
(the "Units") in one or more tranches (the
"Offering") for a period of 12 months.
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 a
tranche 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 additional Common Share (each, a "Warrant
Share") at an exercise price of equal to the Market Price per
Warrant Share, until the date which is four years from the date of
issuance. The use of proceeds for each tranche of the Offering will
be disclosed in the applicable news release announcing such
tranche.
The Company expects to close the first tranche of the Offering
(the "Initial Closing") on or before March 31, 2025. Under the Initial Closing, EV
Metals VII and entities under the common control of Jacob Warnock (together, "EV Metals")
have agreed to purchase US$7,550,000
of Units and based on the Bank of Canada US$1.00 to C$ exchange rate as of February 28, 2025 of US$1.00 to C$1.44,
the Company expects to issue 26,084,453 Units to EV Metals at an
issue price of C$0.4168 for aggregate
gross proceeds of C$10,872,000. The
Warrants issuable pursuant to the Initial Closing will entitle the
holder to acquire one Warrant Share at an exercise price of
C$0.51 per Warrant Share for a period
of four years from the date of the Initial Closing. The proceeds of
the Initial Closing will be used for preparing IBAT's modular
direct lithium extraction plant ("MDLE Plant") for future
operations and general corporate purposes. Provided that EV Metals
elects to acquire additional Units at any time prior to
April 17, 2025, the Company expects
the price per Unit and exercise price of the Warrants will remain
the same as the Initial Closing.
The Company has also agreed pursuant to the Letter of Intent to
pay to Jacob Warnock, a director of
the Company and control person of EV Metals, a financing
structuring fee equal to 5% of the gross proceeds subscribed for by
EV Metals at each closing of the Offering (each, a "Structuring
Fee"), which will be payable, at the option of EV Metals in its
sole discretion, in cash or Common Shares at the prevailing Unit
price for the closing of the Offering at which such Structuring Fee
is payable. If approved by the TSXV, in connection with the Initial
Closing, Jacob Warnock is expected
to be issued an aggregate of 1,304,223 Common Shares (the
"Structuring Fee Shares").
Concurrent with completion of the Initial Closing, the Company
has agreed to enter into an amendment (the "IRA Amendment")
to the investor rights agreement dated February 23, 2024 between the Company and EV
Metals, which, among other things, previously granted EV Metals the
right to appoint one director to the board of directors of the
Company (the "Board") for as long as EV Metals and its
affiliates maintained beneficial ownership of at least 5% of the
issued and outstanding Common Shares. EV Metals initial nominee to
the Board was Jacob Warnock. The IRA
Amendment will grant EV Metals the right to appoint one individual
to the Board so long as the Board is comprised of six or less
individuals, or two individuals so long as the Board is comprised
of more than five individuals, provided that one such appointee
shall be independent of EV Metals and IBAT. Such nomination right
will continue for as long as EV Metals and its affiliates maintain
beneficial ownership of at least 5% of the issued and outstanding
Common Shares.
The Offering and the Structuring Fee are subject to the approval
of the TSXV. 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 and will be restricted
securities under the United States Securities Act of
1933.
"As a long-term shareholder, I believe IBAT has strategically
positioning itself for success, making significant progress in
developing its assets, advancing its business model, and
strengthening its market presence," said Jacob Warnock on behalf of EV Metals. "This
additional investment underscores my commitment to supporting the
Company as it moves closer to unlocking its full potential."
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any state in the United States in which such offer,
solicitation or sale would be unlawful. The securities referred to
herein have not been and will not be registered under the United
States Securities Act of 1933, as amended, and may not be
offered or sold in the United
States absent registration or an applicable exemption from
registration requirements. This release may contain statements
within the meaning of safe harbour provisions as defined under
securities laws and regulations.
MI 61-101 Disclosure
The participation by EV Metals in the Offering and the payment
of the Company of the Structuring Fee (together, the "Related
Party Transactions") 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 Structuring Fee, 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.
Early Warning Disclosure
Prior to completion of the Initial Closing, EV Metals and
entities under the common control of Jacob
Warnock beneficially own or control 40,463,598 Common Shares
(representing 16.7% of the issued and outstanding Common Shares on
a non-diluted basis), 19,104,803 warrants exercisable into Common
Shares, and 3,897,675 warrants to acquire Common Shares from arm's
length third parties (representing 23.9% of the issued and
outstanding Common Shares on a partially-diluted basis assuming
only the exercise of warrants beneficially by EV Metal and entities
under the common control of Mr. Warnock.).
The Company obtained shareholder approval on October 31, 2024 for the creation of EV Metals as
a control person of the Company under the policies of the Canadian
Securities Exchange, on which it was previously listed in
connection with the exercise of warrants currently held by EV
Metals. However, the issuance of the Units to EV Metals under the
Offering remains subject to the approval of the TSXV and any
conditions it may require in respect of the Offering.
Following completion of the Initial Closing (including the
issuance of the Structuring Fee Shares), it is expected that EV
Metals and entities under the common control of Jacob Warnock will beneficially own or control
67,852,274 Common Shares (representing 25.1% of the issued and
outstanding Common Shares on a non-diluted basis), 45,189,256
common share purchase warrants (including 26,084,453 Warrants) and
3,897,675 warrants to acquire Common Shares from arm's length third
parties (representing 36.6% of the issued and outstanding Common
Shares on a partially-diluted basis assuming only the exercise of
warrants beneficially by EV Metal and entities under the common
control of Mr. Warnock.).
EV Metals is located at 1 Calle Cervantes #5 San Juan PR
00907.
About International Battery Metals Ltd.
The Company's direct lithium extraction technology is based on
proprietary lithium extraction media housed in patented extraction
towers that are enclosed in a modular, shippable platform able to
be loaded and brought into production within a minimal time frame
after arrival on a customer site. Utilizing the patented
technology, the Company's focus has been on advanced extraction of
lithium chloride from ground water salt brine deposits and
returning the same water to the subsurface aquifer. The Company's
unique patented technology ensures faster delivery of lithium
chloride while ensuring minimal environmental impact.
ON BEHALF OF THE BOARD
"Iris Jancik"
Iris Jancik, CEO
Neither the TSXV nor its Regulation Services Provider (as that
term is defined in the policies of the TSXV) accepts responsibility
for the adequacy or accuracy of this news release.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This news release contains certain information that may
constitute "forward-looking statements" under applicable Canadian
securities legislation. These forward-looking statements include,
but are not limited to, statements relating to the size, price,
securities being offered and other terms of the Offering, the
timing for closings of the Offering, the use of proceeds in
connection with the Offering, the IRA Amendment, the issuance of
the Structuring Fee Shares and approval by the TSXV. Any statements
that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives or future
events or performance (often, but not always, using words or
phrases such as "seek", "anticipate", "plan", "continue",
"estimate", "expect", "may", "will", "project", "predict",
"forecast", "potential", "target", "intend", "could", "might",
"should", "believe" and similar expressions) are not statements of
historical fact and may be "forward-looking statements".
Actual results may vary from forward-looking statements.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause IBAT's actual
results, performance, achievements, and future events to be
materially different from the results, performance, achievement, or
future events expressed or implied therein. Factors that could
affect the outcome include, among others: future prices and the
supply of metals, the future demand for metals, inability to raise
the money necessary to incur the expenditures required to advance
the Company's business strategies and objectives, general business,
economic, competitive, political, and social uncertainties, results
relating to its extraction technologies, failure to obtain
regulatory or shareholder approvals (if required). IBAT believes
that the expectations reflected in these forward-looking statements
are reasonable, however there can be no assurance that such
information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
information. Accordingly, readers should not place undue reliance
on forward-looking statements.
All forward-looking statements contained in this press
release are given as of the date hereof and are based upon the
opinions and estimates of management and information available to
management as at the date hereof. IBAT disclaims any intention or
obligation to update or revise any forward-looking statements,
whether because of new information, future events or otherwise,
except as required by law.
SOURCE International Battery Metals Ltd.
