INTERNATIONAL BATTERY METALS LTD. ANNOUNCES THE FURTHER CLOSING OF A STRATEGIC PRIVATE PLACEMENT

VANCOUVER, BC And HOUSTON, May 31, 2024 /CNW/ – International Battery Metals Ltd. (THE “Business“), is pleased to announce its intention to subsequently finalize the closing of its previously announced investment (April 26, 2024) strategic private placement (the “Private placement“). Pursuant to the private placement, the Company plans to issue a minimum of 8,478,246 units (each, a “Unit“) for a price of $0.76632 CAD per unit, for a gross product of $6,497,050 CAD (4.75 million US dollars). The Company may issue additional Units under the same conditions, depending on whether or not certain parties exercise their existing pre-emption rights under the Private Placement.

Each unit consists of one ordinary share (“Common stock“) of the Company, and a common share subscription warrant (a “To guarantee“), each subscription warrant allowing its holder to acquire one ordinary share for a period of two years from the date of issue for an exercise price of $0.9579 CAD per ordinary share. The private placement is being made with EV Metals VI LLC, a private company controlled by Jacob Warnocka director of the Company (“EV Metals“). In connection with the private placement, the Company will pay structuring fees to EV Metals (or as directed by EV Metals) in the amount of US$237,500 (CAN$324,852)payable by means of the issuance of 423,912 ordinary shares (the “Structuring fees“).

The proceeds of the private placement will be used by the Company to finance expenses aimed at increasing the production capacity of its modular direct lithium extraction plant (the “DLE Factory“) contracted for operations in the west UNITED STATES as previously announced on January 11, 2024 And May 6, 2024, and for general working capital purposes. The increased production capacity will be achieved by adding an additional modular set of extraction columns into the existing framework. In order to manage the increased production, the Company will also increase the size of the filtration and reverse osmosis units.

The Company may carry out additional private placement financing of up to approximately 8,814,000 USD$ under conditions essentially similar to those of the private placement. The securities issued in 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 State Securities Act. -United States of 1933.

Disclosure MI 61-101

As part of the private placement, EV Metals will acquire 8,478,246 units for gross proceeds of 4.75 million US dollars (approximately $6,497,050 CAD), and 423,912 ordinary shares under structural charges. EV Metals’ participation in the private placement and payment to EV Metals of the structuring fees each constitute a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of minority security holders during special transactions (“MI 61-101“). The Company relies on 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 exceeding 25 percent of market capitalization, given that at the time the Private Placement was agreed, neither the fair market value of the Units to be distributed in the Private Placement to EV Metals and the Common Shares received pursuant to the Structuring Fee, nor the consideration to be received for these units and common shares, will exceed 25 percent of the market capitalization of the Company. The terms of the private placement were negotiated with a special committee composed of directors of the Company, all independent within the meaning 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 opinion or abstention has been expressed or made by any director in relation to the Private Placement. The Company has not filed a material change report with respect to EV Metals’ participation in the Private Placement. Placement at least 21 days before the closing of the Offer as the participation of EV Metals was not determined at that time.‎

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About the company

The Company is a leading technology company focused on developing environmentally friendly methods to extract lithium compounds from brine. The Company has developed the DLE factory which allows rapid deployment on a resource-holding production site. The Company works with oilfield brine resource holders, brine aquifers and industrial customers with brine byproducts. The company believes that the modular design of its DLE plant provides customers with significant upfront savings and that proprietary DLE technology reduces operating costs by selectively extracting lithium from the brine while effectively removing contaminants.

ON BEHALF OF THE COUNCIL

“William Webster”

William WebsterChairman of the Board of Directors

Neither the 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.

Before–Guidance Statements and Cautions

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state. United States in which such offer, solicitation or sale would be unlawful. The securities mentioned 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 United States in the absence of registration or an applicable exemption from registration requirements. This release may contain statements within the meaning of safe harbor provisions as defined in securities laws and regulations.

This version contains some advances–forward-looking statements regarding, among other things, the intended use of the proceeds of the private placement and the Company’s expectations that it may complete future private placements with the private placement investors, on similar terms, in an additional amount of approximately US$8,864,000. By their nature, forward–Forward-looking statements involve risks and uncertainties 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. -meant by these forecasts.–looking at statements.

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SOURCE International Battery Metals Ltd.

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