International Battery Metals Ltd. (the “Company”) is pleased to announce that it intends to complete a subsequent closing of its previously announced strategic private placement (the “Private Placement”). Pursuant to the Private Placement, the Company expects to issue a minimum of 8,478,246 units (each, a “Unit”) for a price of per Unit, for gross proceeds of (approximately ). The Company may issue additional Units on the same terms, depending on whether certain parties will exercise existing pre-emptive rights in connection with the Private Placement. Each Unit consists of one common share (“Common Share”) of the Company, and one Common Share purchase warrant (a “”), 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 per Common Share.
The Private Placement is being completed with EV Metals VI LLC, a private company controlled by , a director of the Company (“EV Metals”). 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 , payable through the issuance of 423,912 Common Shares (the “”). 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 as previously announced on and , 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 Company may complete additional private placement financings of up to approximately on substantially similar terms as the Private Placement.
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.
In connection with the Private Placement, EV Metals will acquire 8,478,246 Units for gross proceeds of , and 423,912 Common Shares pursuant to the Structuring Fee. The participation of EV Metals in the Private Placement and the payment to EV Metals of the Structuring Fee each constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – (“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 – 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 the Common Shares received pursuant to the Structuring Fee, nor the consideration to be received for those Units and Common Shares, will exceed 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 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 in the Private Placement at least 21 days before closing of the Offering as the participation of the EV Metals was not determined at that time.
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.
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.
SOURCE International Battery Metals Ltd.
