Mr. Joseph Mills reports
INTERNATIONAL BATTERY METALS LTD. PROVIDES UPDATE RELATED TO EXECUTIVE COMPENSATION AGREEMENTS
International Battery Metals Ltd. has provided an update with regard to restricted share unit grants to certain executives in line with amended employment agreements with the company.
On Feb. 3, 2026, the board approved the grant of an aggregate of 9,044,470 restricted share units of the company to Joseph A. Mills, chief executive officer, in connection with and in accordance with Mr. Mills' employment agreement and the company's omnibus equity incentive plan:
- A total of
500,000 of such RSUs will vest in full 60 days after the company's successful listing on the Toronto Stock Exchange, Nasdaq Stock Market or the New York Stock Exchange.
- A total of
4,304,525 of such RSUs will vest with respect to 50 per cent of such RSUs (2,152,263 RSUs) on the date the compensation committee certifies, in good faith, that the company first achieves aggregate earnings before interest, taxes, depreciation and amortization of $25-million (U.S.) in any four-fiscal-quarter period, and the remaining 50 per cent of such RSUs (2,152,262 RSUs) on the date the compensation committee certifies, in good faith, that the company first achieves aggregate EBITDA of $50-million (U.S.) in any four fiscal quarter period.
- A total of
2,152,262 of such RSUs will vest with respect to 50 per cent of such RSUs (1,076,131 RSUs) on the date the compensation committee certifies, in good faith, that the company first achieves a market capitalization of $750-million (U.S.) based on the company's 60-day volume-weighted average trading price, and the remaining 50 per cent of such RSUs (1,076,131 RSUs) on the date the compensation committee certifies, in good faith, that the company first achieves a market capitalization of $1.5-billion (U.S.) based on the company's 60-day VWAP.
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A total of 2,087,683 of such RSUs will vest in full on the first anniversary of date of grant.
All such RSU vestings are subject to Mr. Mills' continuous employment with the company through such vesting date and accelerated vesting in full in connection with a consummation of a change in control transaction as defined in the employment agreement. All such RSUs are subject to the terms of the equity plan, applicable securities law hold periods and the policies of the TSX Venture Exchange.
On Feb. 3, 2026, the board approved the grant of an aggregate of 3,313,167 RSUs to Michael Rutledge in connection with and in accordance with Mr. Rutledge's employment agreement and the equity
plan:
- A total of
300,000 of such RSUs will vest in full 60 days after the company's successful listing on the Toronto Stock Exchange, Nasdaq Stock Market or the New York Stock Exchange.
- A total of
1,937,036 of such RSUs will vest with respect to 50 per cent of such RSUs (968,518 RSUs) on the date the compensation committee certifies, in good faith, that the company first achieves aggregate EBITDA of $25-million (U.S.) in any four-fiscal-quarter period, and the remaining 50 per cent of such RSUs (968,518 RSUs) on the date the compensation committee certifies, in good faith, that the company first achieves aggregate EBITDA of $50-million (U.S.) in any four-fiscal-quarter period.
- A total of
1,076,131 of such RSUs will vest with respect to 50 per cent of such RSUs (538,066 RSUs) on the date the compensation committee certifies, in good faith, that the company first achieves a market capitalization of $750-million (U.S.) based on the company's 60-day VWAP, and the remaining 50 per cent of such RSUs (538,065 RSUs) on the date the compensation committee certifies, in good faith, that the company first achieves a market capitalization of $1.5-billion (U.S.) based on the company's 60-day VWAP.
All such RSU vestings are subject to Mr. Rutledge's continuous employment with the company through such vesting date and accelerated vesting in full in connection with a consummation of a change in control transaction as defined in the employment agreement. All such RSUs are subject to the terms of the equity plan, applicable securities law hold periods and the policies of the TSX-V.
About International Battery Metals Ltd.
International Battery's direct lithium extraction technology is based on proprietary lithium extraction media housed in patented extraction columns. The columns are enclosed in modular, transportable skid-mounted platforms that can be transported and commissioned into production within a reasonably short time frame. Utilizing the patented technology, the company's focus has been on advancing extraction of lithium chloride from groundwater salt brine and produced water deposits. The company's unique patented technology ensures efficient delivery of lithium chloride while ensuring minimal environmental impact.
We seek Safe Harbor.
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