INTERNATIONAL BATTERY METALS LTD. COMPLETES STRATEGIC PRIVATE PLACEMENT

Rhea-AI Summary

International Battery Metals (IBATF) has completed a significant private placement. The company issued 11,478,246 units at a price of CAD$0.76632 per unit, raising USD$6,430,772 (approx. CAD$8,796,010). Each unit includes one common share and one purchase warrant, allowing the holder to buy one common share for CAD$0.9579 within two years. Major participants were EV Metals VI and Encompass Capital Advisors A structuring fee of USD$237,500 was paid to EV Metals via 423,912 common shares. The funds will enhance the production capacity of the company's modular direct lithium extraction plant in the western US and provide general working capital. Securities from this placement are subject to a four-month hold period under Canadian law and are restricted under US law.

Positive

• Raised USD$6,430,772 in funding
• Expansion of production capacity for the DLE Plant
• Strategic participation from EV Metals and Encompass Capital Advisors
• Structuring fee successfully paid through common shares

Negative

• Related party transaction concerns under MI 61-101 regulations
• Securities subject to a four-month hold period
• Potential shareholder dilution from issuance of new shares

VANCOUVER, BC and HOUSTON, June 20, 2024 /PRNewswire/ - International Battery Metals Ltd. (the "Company"), is pleased to announce that it has completed a subsequent closing of its previously announced (April 26, 2024, and May 31, 2024) strategic private placement (the "Private Placement"). Pursuant to the Private Placement, the Company issued 11,478,246 units (each a "Unit"), with each Unit being issued at a deemed price of CAD$0.76632, for aggregate proceeds of USD$6,430,772 (approximately CAD$8,796,010).

Each Unit consists of one common share ("Common Share") of the Company, and one Common Share purchase warrant (a "Warrant"), each Warrant entitling the holder thereof to acquire one Common Share for a period of two years from the date of issuance for an exercise price of CAD$0.9579 per Common Share.

The Private Placement was completed with EV Metals VI LLC, a private company controlled by Jacob Warnock, a director of the Company ("EV Metals"), and funds and accounts managed by Encompass Capital Advisors LLC ("Encompass"). Encompass is participating in the Private Placement pursuant to certain pre-emptive rights granted under the terms of an Investment Agreement dated effective April 21, 2023.

In connection with the Private Placement, the Company will pay a structuring fee to EV Metals (or as directed by EV Metals) in the amount of USD$237,500 (CAD$324,852), payable through the issuance of 423,912 Common Shares (the "Structuring Fee").

The proceeds of the Private Placement will used by the Company for expenditures to increase the production capacity of its modular direct lithium extraction plant (the "DLE Plant") contracted for operations in the western United States as previously announced on January 11, 2024 and May 6, 2024, and for general working capital purposes. The expanded production capacity will be achieved by adding an additional modular set of extraction columns into the existing framework. In order to manage the increase production, the Company will also increase the size of the filtration and reverse osmosis units. 

The securities issued under the Private Placement are subject to a statutory hold period of four months from the date of issuance under Canadian Securities laws and will be restricted securities under the United States Securities Act of 1933.

MI 61-101 Disclosure

In connection with the Private Placement, EV Metals acquired 8,478,246 Units for gross proceeds of USD$4.75 million (approximately CAD$6,497,050), 423,912 Common Shares pursuant to the Structuring Fee, and Encompass acquired 3,000,000 Units for gross proceeds of USD$1,680,772 (approximately CAD$2,298,960). The participation of EV Metals and Encompass in the Private Placement and the payment to EV Metals of the Structuring Fee and the Reimbursement Issuance, respectively, each constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying upon exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a), respectively - Fair Market Value Not More Than 25 Per Cent of Market Capitalization, on the basis that at the time the Private Placement was agreed to, neither the fair market value of the Units to be distributed pursuant to the Private Placement to EV Metals and Encompass, and the Common Shares issued pursuant to the Structuring Fee, nor the consideration to be received for those Units and Common Shares, exceeds 25 per cent of the Company's market capitalization. The terms of the Private Placement were negotiated with a special committee of directors of the Company, all of whom are independent for the purposes of MI 61-101. The Board ‎of Directors of the Company has unanimously approved the Private Placement (with Jacob Warnock abstaining) and no materially ‎contrary view or ‎abstention ‎was expressed or made by any director ‎in relation to the ‎Private Placement‎.‎ The Company did not file a material change report in respect of the participation of EV Metals or Encompass in the Private Placement at least 21 days before closing of the Offering as the participation of ‎EV Metals and Encompass was not determined at that time.‎

About the Company

The Company is an advanced technology company focused on the development of environmentally responsible methods of extracting lithium compounds from brine. The Company has developed the DLE Plant which allows for rapid deployment to a resource holders production site. The Company is working with resource holders of oilfield brines, brine aquifers, and industrial customers with brine by-products. The Company believes the modular design of its DLE Plant provides significant initial costs savings to customers and the proprietary DLE technology lowers operating costs by selectively extracting lithium from the brine while efficiently removing contaminants.

ON BEHALF OF THE BOARD

William Webster, Chair of the Board
+1 (832) 683-8839

Neither Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward‐looking and cautionary statements

This press release shall 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.

This release contains certain forward‐looking statements with respect to, among other things, the anticipated use of proceeds from the Private Placement. By their nature, forward‐looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward‐looking statements.

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SOURCE International Battery Metals Ltd.

FAQ

What is the significance of International Battery Metals 's recent private placement?

The recent private placement by International Battery Metals (IBATF) raised USD$6,430,772 to enhance production capacity and provide working capital.

How much did International Battery Metals raise in its private placement?

International Battery Metals (IBATF) raised USD$6,430,772 through its recent private placement.

Who participated in International Battery Metals 's private placement?

Participants included EV Metals VI and Encompass Capital Advisors

What will the funds from International Battery Metals 's private placement be used for?

Funds will be used to expand the production capacity of the company's modular direct lithium extraction plant and for general working capital.

What is the exercise price for the warrants issued in International Battery Metals 's private placement?

The exercise price for the warrants is CAD$0.9579 per common share.

Are there any holding restrictions on the securities issued by International Battery Metals ?

Yes, the securities are subject to a four-month hold period under Canadian law and are restricted under US law.

What were the terms of the structuring fee in International Battery Metals 's private placement?

The structuring fee of USD$237,500 was paid to EV Metals VI through the issuance of 423,912 common shares.

What is the ticker symbol for International Battery Metals ?

The ticker symbol for International Battery Metals is IBATF.