SCHEDULE: Warnock Boosts Stake in International Battery Metals to 45.1%

Jacob Aaron Warnock and affiliated entities have significantly increased their beneficial ownership in International Battery Metals LTD. to 45.1% through a series of unit placements and warrant exercises, securing enhanced governance rights.

Summary

• Jacob Aaron Warnock, through various entities including EV Metals LLCs, Elegante Energy LLC, JAW Puerto Rico Trust, and Perk Salar, LLC, beneficially owns 142,898,181 Common Shares of International Battery Metals LTD.
• This represents 45.1% of the company's outstanding Common Shares, based on 316,573,123 shares as of January 30, 2026.
• The ownership was accumulated through a series of unit placements between February 2024 and October 2025, involving both Common Shares and warrants.
• Warrants acquired have exercise prices ranging from CAD$0.30 to CAD$1.25 and expiration dates between August 5, 2028, and October 30, 2029.
• EV Metals VI LLC initially agreed to subscribe for units up to US$20 million under a Term Sheet dated February 11, 2024.
• EV Metals 7 LLC was granted an option to purchase up to $15.0 million of units under a Letter Agreement dated February 28, 2025.
• The company paid EV Metals VI LLC structuring and financing fees totaling US$560,000 in May and June 2024, paid through the issuance of 998,752 Common Shares which were transferred to Jacob Aaron Warnock.
• Warnock was nominated to the Board of Directors in connection with the February 2024 Placement and an Investor Rights Agreement.
• An amendment to the Investor Rights Agreement in March 2025 granted EV Metals the right to approve an additional independent director if the Board exceeds five individuals, provided their beneficial ownership remains above 5%.
• An Amended and Restated Registration Rights Agreement dated July 20, 2025, obligates the company to seek effectiveness of its S-1 Registration Statement by July 20, 2026, and grants EV Metals VI LLC "piggy-back" and certain underwritten offering rights.
• Warrant expiration dates for February, May, and June 2024 placements were extended to August 5, 2028, in exchange for EV Metals VI LLC waiving certain claims, including liquidation damages, under the Registration Rights Agreement, conditional on TSX Venture Exchange approval.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, reflecting strong investor confidence and strategic alignment, which could provide stability and future growth opportunities for International Battery Metals LTD.

Positives

• Significant increase in beneficial ownership by a key investor (Jacob Aaron Warnock and affiliates) to 45.1%, indicating strong conviction.
• Enhanced corporate governance rights for EV Metals, including the right to appoint one director and approve an additional independent director, suggesting increased influence and oversight.
• Extension of warrant expiration dates for earlier placements to August 5, 2028, providing more flexibility for the investor.
• The company secured capital through multiple unit placements, totaling at least US$35 million in potential unit purchases (US$20M from Term Sheet, US$15M option from Letter Agreement), plus fees paid in shares.

Negatives

• The company paid significant structuring and financing fees totaling US$560,000, which were settled by issuing 998,752 Common Shares, diluting existing shareholders.
• The waiver of liquidation damages by EV Metals VI LLC under the Registration Rights Agreement, while beneficial for the company in avoiding potential liabilities, suggests there might have been grounds for such claims.

Risks

• The Reporting Person may, at any time, change his position or purpose, including selling all or a portion of his beneficially owned shares, which could impact share price.
• The effectiveness of the S-1 Registration Statement by July 20, 2026, is subject to the company's "reasonable best efforts," and failure to achieve this could have implications for EV Metals VI LLC's ability to sell shares.
• The waiver of liquidation damages by EV Metals VI LLC is conditional on TSX Venture Exchange approval of the Warrant Amendments, introducing a contingency.

Future Outlook

The Reporting Person may, at any time, review, reconsider, and/or change his position or purpose, including purchasing additional shares, selling existing shares, or seeking to influence the Board or management. The company has agreed to use reasonable best efforts to cause its Registration Statement on Form S-1 to be declared effective by July 20, 2026. EV Metals VI LLC has rights to facilitate up to two underwritten offerings prior to the third anniversary of the S-1 effective date, provided the aggregate price is $25 million or less.

Industry Context

StockSavvy.ai notes that the significant accumulation of shares and warrants by Jacob Aaron Warnock and his affiliated entities in International Battery Metals LTD. highlights a strong investor interest in the battery metals sector, particularly in companies involved in the supply chain for electric vehicles and renewable energy storage. This type of concentrated ownership by a strategic investor often signals a belief in the long-term potential of the company's assets or technology within a rapidly expanding industry. The involvement of an investor whose principal occupation is in mineral and royalty acquisitions (Silver Creek Resources, LLC) suggests a strategic alignment with resource-focused ventures.

Comparison to Industry Standards

• StockSavvy.ai observes that a 45.1% beneficial ownership stake by a single investor or affiliated group, as seen with Jacob Aaron Warnock in International Battery Metals, is a substantial position that grants significant influence, often approaching control. This level of ownership is higher than typical institutional passive investments and is more akin to a strategic or activist stake.
• For example, in the lithium sector, similar large stakes have been seen with major players like Ganfeng Lithium or Albemarle acquiring significant portions of smaller exploration or development companies to secure future supply.
• While specific comparable companies or projects are not detailed in the filing, such a concentrated holding typically implies a deeper strategic intent beyond a simple portfolio investment, potentially aiming for operational or strategic integration, which is common in resource-intensive industries where securing supply chains is critical.

Management Changes

Corporate Governance

Related Party Transactions

• The company paid EV Metals VI LLC a US$322,000 structuring and financing fee, payable through the issuance of 574,840 Common Shares, which were subsequently transferred to the Reporting Person (Jacob Aaron Warnock).
• The company paid EV Metals VI LLC a US$238,000 financing and structuring fee, payable through the issuance of 423,912 Common Shares, which were subsequently transferred to the Reporting Person (Jacob Aaron Warnock).
• Jacob Aaron Warnock is the Manager of EV Metals GP LLC, which is the Manager of various EV Metals LLCs and Perk Salar, LLC, and is the Investment Trustee of JAW Puerto Rico Trust. These entities hold significant shares and warrants in International Battery Metals LTD.

Stakeholder Impact

• Shareholders: Existing shareholders experience dilution from the issuance of shares for financing fees and the various unit placements. However, the increased strategic investment and governance involvement by Jacob Aaron Warnock and affiliates could provide stability and strategic direction, potentially benefiting long-term share value. The registration rights agreement also provides a pathway for future liquidity for a major shareholder, which could lead to selling pressure.
• Management/Board: The Board now includes Jacob Aaron Warnock, and EV Metals has rights to approve an additional independent director, increasing the influence of this significant shareholder group on strategic decisions and corporate governance.
• Creditors: The capital raises through unit placements provide additional funding to the company, which could improve its financial stability and ability to meet obligations.

Next Steps

• The company is obligated to use 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.
• EV Metals VI LLC has the right to request the company facilitate up to two underwritten offerings prior to the third anniversary of the S-1 effective date, provided the aggregate price is $25 million or less.
• TSX Venture Exchange approval is required for the Warrant Amendments to extend the expiration dates of certain warrants.
• The Reporting Person may, at any time, purchase additional Common Shares, warrants, or related derivatives.
• The Reporting Person may, at any time, sell all or a portion of his beneficially owned Common Shares, warrants, or related derivatives.
• The Reporting Person may consider pursuing plans to influence the company's management or Board.

Key Dates

Recommendation

The filing reveals a significant increase in beneficial ownership by a strategic investor, Jacob Aaron Warnock, and his affiliated entities, now holding 45.1% of International Battery Metals LTD. This substantial stake, coupled with enhanced corporate governance rights, indicates strong conviction and potential for strategic influence. While the multiple capital raises and associated fees (paid in shares) suggest ongoing funding needs and some dilution, the long-term commitment from a major investor specializing in mineral acquisitions is a positive signal for the company's future. However, the potential for future share sales by this large shareholder, facilitated by the registration rights agreement, introduces a degree of uncertainty regarding future selling pressure. Given the mixed signals of strong strategic backing and potential future dilution/selling pressure, a "hold" recommendation is appropriate for seasoned investors to observe how the increased influence translates into operational performance and strategic direction before making further investment decisions.

Keywords

International Battery Metals, Jacob Aaron Warnock, Schedule 13D, Beneficial Ownership, Common Shares, Warrants, EV Metals, Investor Rights Agreement, Registration Rights Agreement, Corporate Governance, Capital Raise, Lithium, Battery Metals