SCHEDULE: Investor Warnock Boosts Stake in International Battery Metals

Jacob Aaron Warnock and affiliated entities have significantly increased their beneficial ownership in International Battery Metals LTD. to 45.1%.

Summary

• This Amendment No. 1 to Schedule 13D updates the beneficial ownership of International Battery Metals LTD. Common Shares.
• The filing adds EV Metals VI LLC (EVM 6), EV Metals 7 LLC (EVM 7), and EV Metals 8 LLC (EVM 8) as Reporting Persons, alongside Jacob Aaron Warnock.
• The Reporting Persons collectively beneficially own 142,898,181 Common Shares, representing 45.1% of the outstanding shares.
• This aggregate ownership includes shares held directly and shares issuable upon the exercise of various warrants.
• Jacob Aaron Warnock holds sole voting and dispositive power over all 142,898,181 Common Shares.
• EVM 6 has shared voting and dispositive power over 38,436,449 Common Shares, representing 12.1% of the class.
• EVM 7 has shared voting and dispositive power over 58,594,696 Common Shares, representing 18.5% of the class.
• EVM 8 has shared voting and dispositive power over 21,812,000 Common Shares, representing 6.9% of the class.
• The percentage ownership is calculated based on 316,573,123 Common Shares outstanding as of January 30, 2026.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, reflecting a significant and increasing commitment from a key investor group, which typically signals confidence in the company's future.

Positives

• Increased beneficial ownership by a key investor and affiliated entities, signaling strong conviction in the company's future.
• Jacob Aaron Warnock's nomination to the Board of Directors provides direct influence and oversight.
• The Investor Rights Agreement grants EV Metals the right to appoint directors, enhancing their governance influence.
• Warrant expiration dates for the February, May, and June 2024 placements were extended to August 5, 2028, providing more time for exercise.

Risks

• Reporting Persons may, at any time, sell all or a portion of the Common Shares, warrants, or related derivatives they beneficially own, which could impact the company's share price.
• Reporting Persons may formulate different plans or proposals regarding the company's business and affairs, potentially leading to changes in strategy or management.

Future Outlook

The Reporting Persons may, at any time, review, reconsider, or change their position or formulate different plans or proposals. This includes potentially purchasing or selling additional Common Shares, warrants, or related derivatives, and seeking to influence the Board or management regarding the company's business, financial condition, operations, prospects, and strategic alternatives. The Company has committed to using reasonable best efforts to ensure its Registration Statement on Form S-1 is declared effective by July 20, 2026.

Industry Context

StockSavvy.ai notes that increased insider or significant investor ownership in battery metals companies can signal confidence in the long-term prospects of the electric vehicle and renewable energy sectors, which rely heavily on such materials. The strategic accumulation of shares and board representation by an investor like Jacob Aaron Warnock, who also leads a mineral and royalty acquisition company, suggests a belief in the underlying asset value and future growth potential of International Battery Metals LTD.

Comparison to Industry Standards

• StockSavvy.ai observes that a 45.1% beneficial ownership stake by a single investor group, including board representation and specific rights, is a substantial position, often indicative of a strategic investor seeking significant influence or control.
• This level of ownership is comparable to that seen in early-stage growth companies or those undergoing strategic transformations, where a major investor takes an active role in guiding the company's direction.
• Similar concentrated ownership structures are observed in junior mining companies where a key financial or strategic partner provides capital and expertise, such as when Glencore holds significant stakes in various resource projects to ensure supply chain control, or when private equity firms take large positions in emerging technology companies to drive specific operational improvements.

Management Changes

Corporate Governance

Related Party Transactions

• The Company paid EVM 6 a structuring and financing fee of USD$322,000 (settled in 574,840 Common Shares) in connection with the May 2024 Placement, which were subsequently transferred to Mr. Warnock.
• The Company paid EVM 6 a financing and structuring fee of US$238,000 (settled in 423,912 Common Shares) in connection with the June 2024 Placement, which were subsequently transferred to Mr. Warnock.

Stakeholder Impact

• Shareholders: Increased concentration of ownership by a single investor group could lead to more stable long-term strategic direction but also potentially less influence for minority shareholders. The registration rights could facilitate future liquidity for the reporting persons, which might lead to share sales.
• Management/Board: Jacob Aaron Warnock's presence and the additional nomination right for EV Metals provide significant influence over management and board decisions.

Next Steps

• The Company is obligated to use reasonable best efforts to cause its Registration Statement on Form S-1 to be declared effective by July 20, 2026.
• EVM 6 has certain 'piggy-back' registration rights and the right to request up to two underwritten offerings prior to the third anniversary of the Registration Statement's effective date, provided the aggregate price is $25 million or less.
• Reporting Persons may purchase or sell additional Common Shares, warrants, or derivatives.
• Reporting Persons may seek to influence the Board or management regarding the company's business and affairs.

Key Dates

Recommendation

The filing indicates a significant and increasing stake by a major investor group, including board representation and various investment agreements. This suggests strong long-term conviction and potential for strategic influence, which is generally positive. However, the filing primarily details ownership structure and past transactions rather than new operational or financial performance data. While the increased insider ownership is a positive signal, without new fundamental business updates, a 'hold' recommendation is appropriate for existing investors to observe how this increased influence translates into company performance. New investors might consider a 'hold' to await further operational clarity, given the substantial existing ownership concentration.

Keywords

International Battery Metals, IBATF, Schedule 13D, Beneficial Ownership, Jacob Aaron Warnock, EV Metals, Common Shares, Warrants, Investor Rights Agreement, Registration Rights Agreement, Corporate Governance, Shareholder Activism, SEC Filing