SAN JUAN, Puerto Rico, June 20, 2024 /CNW/ - Jacob Warnock (the "Acquiror") is pleased to announce that on June 19, 2024, he has completed his previously announced acquisition (the "Acquisition") of control and/or direction over an aggregate of 8,478,246 units ("Units") of International Battery Metals Ltd. (the "Issuer"), a British Columbia-based, lithium processing company, with each Unit being comprised of one common share of the Issuer (the "Common Shares") and one Common Share Purchase warrant (the "Warrants"), to acquire one Common Share at a price of C$0.9579 per Common Share for a period of two years following the date of issuance. A previously announced, in addition to the foregoing, and as a structuring fee, EV Metals VI LLC, as defined below, received 423,912 Common Shares.  

Immediately prior to the Acquisition, the Acquiror owned 30,490,379 Common Shares, 10,626,557 Warrants and third-party derivative securities to acquire 6,946,293 Common Shares, collectively representing approximately 19.92% of the presently issued and outstanding Common Shares, on a partially-diluted basis. The Acquisition, together with the additional Common Shares received pursuant to the structuring fee increased the Acquiror's position to 65,443,633 Common Shares (assuming exercise of the Warrants and all third-party derivative securities to acquire Common Shares), or approximately 25.31% of the presently issued and outstanding Common Shares, on a partially-diluted basis. The Acquiror controls such securities by nature of his control over certain related parties, including EV Metals LLC, EV Metals II LLC, EV Metals III LLC, EV Metals IV LLC, EV Metals V LLC, EV Metals VI LLC, Elegante Energy LLC, Perk Salar, LLC and JAW Puerto Rico Trust.

The securities were acquired in connection with a non-brokered private placement with the Issuer for an aggregate purchase price of C$6,497,050. The Acquiror, through EV Metals VI LLC, has the right to enter into subscription agreements with the Issuer to acquire an additional US$8,864,000 of Units until June 24, 2024 pursuant to a letter agreement dated February 11, 2024, as amended on May 3, 2024. The Acquiror acquired the securities for investment purposes, and may acquire further securities, or dispose of its holdings of such securities, both as investment conditions warrant. The Issuer is listed on the Canadian Securities Exchange under the symbol "IBAT".

In connection with closing of the Acquisition, the Acquiror has entered into certain voting support agreements with all of the directors and officers of the Issuer, as well as Ensorcia Metals Corporation and Encompass Capital Advisors LLC (collectively, the "Supporting Parties"), pursuant to which the Supporting Parties have agreed to vote their Common Shares in favour of the Acquisition at the next meeting of shareholders of the Issuer (the "Meeting"), which voting support agreements will terminate upon conclusion of the Meeting. The Acquiror has also entered into an agreement with Encompass Capital Advisors LLC pursuant to which the Acquiror has agreed to vote its Shares in favour of certain future acquisitions of Shares by Encompass Capital Advisors LLC.

In connection with closing of the Acquisition, the Acquiror has agreed with the Issuer not to exercise any Warrants, if doing so would result in the Acquiror holding greater than 20% of the issued and outstanding Common Shares, unless prior approval from shareholders of the Issuer has been obtained in accordance with the policies of the Canadian Securities Exchange.

The Acquiror is located at 1 Calle Cervantes #5 San Juan PR 00907. For further information please contact Jacob Warnock at jawarnock@sbcglobal.net. The Issuer's head office is located at Royal Centre, Suite 1750 - 1055 W. Georgia Street, Vancouver, BC V6E 3P3.

SOURCE Jacob Warnock