International Battery Metals Ltd. (the "Company"), is pleased to announce that it has closed its previously announced private placement of units (the "Private Placement").
Pursuant to the Private Placement, the Company issued 1,629,838 units (each a "Unit") at a price of CAD$0.70 per Unit, for aggregate gross proceeds of CAD$1,140,886. Each Unit consists of one common share in the capital of the Company (each, a "Common Share"), and one common share purchase warrant (each a "Warrant"), with each Warrant entitling the holder to acquire an additional Common Share for a period of 24 months from closing at an exercise price of CAD$0.82.
The proceeds from the Private Placement will be used to fund the Company's ongoing operations and other general corporate expenditures.
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 also be restricted securities under the United States Securities Act of 1933.
Related Party Transaction
Garry Flowers, Chief Executive Officer, Daniel Christie, Chief Financial Officer, and Dr. John Burba, Director subscribed for an aggregate of 1,144,767 Units, representing approximately 70% of the Private Placement. As insiders, each of Messrs. Flowers, Christie and Burba are a "related party" of the Company, as such term is defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Accordingly, the Placement is a related party transaction pursuant to MI 61-101. Under Section 5.4 and 5.6, the Company is required to obtain a formal valuation and minority shareholder approval for the Placement, respectively, unless exemptions are available.
The Company is relying on the exemptions from the formal valuation requirement and the minority shareholder approval requirement under Sections 5.5(a) and 5.7(1)(a), as at the time the transaction was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Private Placement, insofar as it involves interested parties, exceeds 25 per cent of the Company's market capitalization.
The Company did not file a material change report more than 21 days before the expected closing of the Private Placement because the details of the participation therein by related parties of the Company were not settled until shortly prior to the closing of the Private Placement and the Company wished to close on an expedited basis for business reasons.
