International Battery Metals Ltd. (IBAT) Files Material Definitive Agreement and Provides Key Corporate Updates

Houston, TX – February 23, 2026 – International Battery Metals Ltd. (“IBAT” or the “Company”) has filed a Form 8-K current report with the U.S. Securities and Exchange Commission, providing investors with important updates related to new material definitive agreements and recent developments within the Company. The filing contains significant information that shareholders and prospective investors should be aware of, especially as it may be price-sensitive and could impact the value of IBAT shares.

Key Highlights from the 8-K Filing

• Entry into Material Definitive Agreement: IBAT has entered into a new material definitive agreement concerning the issuance of Common Shares and Warrants. Details regarding these securities and their terms are referenced in Item 3.02 of the report and are a critical aspect of the Company’s ongoing capital strategy.
• Securities Registered: The Company’s only class of securities registered pursuant to Section 12(g) of the Exchange Act are its Common Shares (no par value), trading under the symbol IBAT. There are no securities registered under Section 12(b), and no trading symbols are listed for any exchange.
• Emerging Growth Company: IBAT is identified as an “emerging growth company” under SEC rules, which may provide it with certain regulatory and reporting reliefs. This status could affect disclosure requirements and investor protections.
• Private Placement Structure: The newly issued securities are being offered through a private placement and are subject to a lock-up or hold period, restricting trading until four months and one day following closing. U.S. investors are subject to a 12-month hold period under U.S. securities law.
• Accredited Investor Requirements: Participation in the offering is limited to investors who qualify as “accredited investors,” with required documentation and certifications as outlined in several exhibits and appendices in the agreement. Both individuals and entities must meet specific financial criteria and complete associated risk acknowledgment forms.
• Corporate Representations and Warranties: The Company has made extensive representations regarding its compliance with securities laws, the accuracy of its public disclosures, and the absence of undisclosed material changes or adverse effects since March 31, 2025. The Company asserts no knowledge of current or pending changes of control, significant acquisitions or dispositions, or insider share sales above 5% ownership.
• Financial Condition:
  • The Company’s audited consolidated financial statements for the years ended March 31, 2025 and 2024, and interim statements for the six months ended September 30, 2025 and 2024, are consistent with U.S. GAAP and present a true picture of IBAT’s financial position.
  • There have been no material adverse changes in the Company’s business, financial condition, or prospects since March 31, 2025, other than as publicly disclosed.
• Compliance and Risk Disclosures:
  • IBAT confirms compliance with all applicable securities laws in British Columbia, Alberta, and Ontario, and asserts no outstanding cease-trade or suspension orders.
  • All required risk factors and disclosures have been made available to investors, with emphasis on the high-risk nature of investment in IBAT’s securities and the potential for dilution through future financings.
  • Investors are strongly encouraged to seek independent legal, tax, and investment advice before subscribing to the offering.

Potential Price-Sensitive Information for Shareholders

• New Private Placement: The entry into a material definitive agreement for the issuance of new Common Shares and Warrants may be dilutive to existing shareholders. While the Company asserts that all shares are validly issued and fully paid, the increase in the number of outstanding shares could impact per-share metrics and share price.
• Hold Period on Securities: Restrictions on resale of new securities may impact liquidity for investors. The four-month and one day hold in Canada (and 12 months for U.S. holders) could result in pent-up selling pressure upon expiration.
• No Change of Control or Major Transactions: The Company discloses no knowledge or plans for a change of control, significant asset acquisitions/dispositions, or insider sales exceeding 5% ownership. This indicates stability but also means no immediate M&A catalysts.
• Compliance and Good Standing: IBAT’s representation of good standing as a reporting issuer in major Canadian provinces and compliance with securities laws provides reassurance to investors regarding regulatory risks.
• Financial Disclosure Integrity: The Company’s assertion that its financial statements fairly present its financial position and that there have been no undisclosed material adverse changes is crucial for investor confidence.
• No General Solicitation: The offering is not being promoted via public advertisement, further reinforcing its status as a private placement limited to accredited investors.

Investor Actions and Required Documentation

Investors wishing to participate in the offering must:

1. Properly complete and execute the face page of the Subscription Agreement.
2. Submit an Accredited Investor Certificate and related exhibits as required by their investor category (individual or entity).
3. Return all executed documents and payment to the Company as specified in the Subscription Agreement.
4. Understand that the subscription is subject to acceptance by IBAT and may be rejected in whole or in part.

Conclusion

This filing represents a significant development for International Battery Metals Ltd., as it raises additional capital through a private placement and reiterates its compliance with regulatory obligations and financial transparency. The transaction is potentially dilutive and may impact share value upon expiration of hold periods or if the capital raised is deployed towards growth initiatives or acquisitions. Investors should monitor further disclosures for updates on the use of proceeds, progress in corporate strategy, and any subsequent material developments.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should conduct their own due diligence and consult with their financial, legal, and tax advisors before making investment decisions. The information presented is based on the Company’s public filings as of February 23, 2026, and may be subject to change without notice.

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