SCHEDULE: Major Shareholder Boosts Stake in International Battery Metals

Jacob Aaron Warnock and affiliated EV Metals entities have significantly increased their beneficial ownership in International Battery Metals LTD. to 57.1% following recent unit acquisitions.

Summary

• Jacob Aaron Warnock and affiliated EV Metals entities (EVM 6, EVM 7, EVM 8) have increased their beneficial ownership in International Battery Metals LTD.
• Mr. Warnock now beneficially owns 195,752,287 Common Shares, representing 57.1% of the class.
• This ownership includes shares held directly, through various EV Metals LLCs, trusts, and shares issuable upon the exercise of multiple warrants.
• The latest acquisition involved EV Metals 9 LLC (EVM 9) acquiring 26,427,053 units on February 23, 2026, each comprising one Common Share and one warrant.
• The total number of Common Shares outstanding used for percentage calculation is 343,000,176.
• The filing details a series of unit placements from February 2024 through February 2026, involving EVM 6, EVM 7, EVM 8, and EVM 9.
• These placements included warrants with exercise prices ranging from CAD$1.25 down to CAD$0.14.
• Mr. Warnock, through EV Metals, holds rights to appoint directors to the company's Board.
• The company has also agreed to registration rights for EVM 6, including facilitating up to two underwritten offerings totaling up to $25 million.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as moderately positive due to continued significant insider investment and capital infusion, balanced by the declining warrant exercise prices which could signal valuation challenges or dilution for other shareholders.

Positives

• Significant and continued investment by a major shareholder group, indicating confidence in the company's future.
• Multiple capital infusions through unit placements provide funding for the company's operations.
• The extension of the 2025 Letter Agreement to April 30, 2026, provides an ongoing option for EVM 7 to purchase up to $15.0 million of additional units.
• Warrant expiration dates for earlier placements were extended to August 5, 2028, providing longer-term potential for capital infusion upon exercise.

Negatives

• The decreasing exercise prices of warrants across successive placements (from CAD$1.25 in Feb 2024 to CAD$0.14 in Feb 2026) could indicate a declining share price or a need for more attractive terms to secure funding, potentially diluting existing shareholders at lower valuations.
• The payment of structuring and financing fees to EVM 6 in Common Shares (US$322,000 via 574,840 shares and US$238,000 via 423,912 shares) represents a cost to the company for securing capital.

Risks

• Reporting Persons retain the flexibility to change their investment strategy, including purchasing additional shares, selling all or a portion of their holdings, or seeking to influence the Board or management, which could introduce uncertainty for other shareholders.
• The potential for future sales of a significant portion of the 57.1% beneficial ownership by Mr. Warnock and affiliates could create downward pressure on the stock price.
• The exercise of a large number of warrants could lead to significant dilution for existing shareholders.
• The company's commitment to facilitate underwritten offerings for EVM 6 (up to $25 million) could lead to further dilution or market overhang.

Future Outlook

The Reporting Persons may continue to monitor and evaluate their investment, potentially acquiring more shares or selling existing holdings, and may seek to influence the company's board or management. The company is committed to having its S-1 Registration Statement declared effective by July 20, 2026, and to facilitating future underwritten offerings for EVM 6. The 2025 Letter Agreement, extended to April 30, 2026, provides an ongoing option for EVM 7 to purchase additional units.

Management Comments

• The Reporting Persons do not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D.
• Each Reporting Person may, at any time and from time to time, review, reconsider and/or change his or its position or purpose or formulate different plans or proposals with respect thereto.
• Each Reporting Person may consider pursuing such plans, proposals or other courses of action with the Company's management, the Board, other Company shareholders, advisors or other persons.

Industry Context

StockSavvy.ai notes that the continued investment by Jacob Aaron Warnock and the EV Metals entities in International Battery Metals LTD. underscores the ongoing strategic importance of companies involved in battery metals, particularly lithium, for the burgeoning electric vehicle and renewable energy sectors. The series of placements, while providing capital, also reflects the dynamic funding landscape for such ventures, where significant insider backing can be crucial for development and market confidence. The decreasing warrant exercise prices across placements might suggest a challenging market for raising capital at higher valuations, a common theme in capital-intensive resource development.

Comparison to Industry Standards

• Large insider ownership stakes, such as Mr. Warnock's 57.1%, are common in early-stage or growth-oriented companies in the battery metals sector, where founders or early investors often maintain significant control and provide ongoing financial support.
• The structure of unit placements with warrants is a standard financing mechanism for companies seeking to raise capital while offering investors additional upside potential.
• The commitment to registration rights is a typical provision for significant private investors to ensure liquidity for their holdings in the future.

Management Changes

Corporate Governance

Related Party Transactions

• The Company paid EVM 6 a structuring and financing fee of US$322,000 (via 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 (via 423,912 Common Shares) in connection with the June 2024 Placement, which were subsequently transferred to Mr. Warnock.
• Jacob Aaron Warnock is the manager of EV Metals GP LLC, which manages EVM 6, EVM 7, and EVM 8, and is also a director of International Battery Metals LTD. This establishes a clear related-party relationship for all transactions involving EV Metals entities and Mr. Warnock.

Stakeholder Impact

• Shareholders: Potential for dilution from warrant exercises and future underwritten offerings. Increased stability and confidence due to significant insider ownership and ongoing capital support.
• Company (International Battery Metals LTD.): Benefits from continued capital infusions to fund operations and strategic initiatives. Gains strong backing from a major shareholder group.
• Employees: No direct impact mentioned, but continued funding generally supports ongoing operations and employment.
• Creditors: No direct impact mentioned, but a stronger equity base from capital raises can improve the company's financial position.

Next Steps

• EVM 9 will be added as a Reporting Person under a subsequent amendment to this Schedule 13D upon receipt of a Central Index Key (CIK).
• The Company is to use its reasonable best efforts to cause its Registration Statement on Form S-1 to be declared effective as promptly as reasonably practicable but in no event later than July 20, 2026.
• EVM 7 has an option to purchase up to $15.0 million of additional units until April 30, 2026.
• The Company may facilitate up to two underwritten offerings for EVM 6 (up to $25 million) prior to the third anniversary of the S-1 effective date.
• TSX Venture Exchange approval is required for the warrant amendments.

Key Dates

Keywords

International Battery Metals, Schedule 13D, Jacob Aaron Warnock, EV Metals, Beneficial Ownership, Common Shares, Warrants, Capital Raise, Private Placement, Corporate Governance, Director Appointment, Registration Rights, Lithium, Battery Metals