An anonymous director reports

INTERNATIONAL BATTERY METALS SECURES THIRD FOLLOW-ON INVESTMENT FROM EV METALS VII, LLC, ADDING USD $2.0 MILLION UNDER EXISTING LOI

International Battery Metals Ltd. has arranged a non-brokered private placement financing, marking the third follow-on investment under the company's previously announced binding letter of intent from March, 2025, for up to $15-million, with EV Metals VII LLC, an insider of the company controlled by International Battery director Jacob Warnock.

This latest investment follows the $10.2-million (U.S.) in financings completed in calendar year 2025, bringing total investment under the LOI to date to $12.2-million (U.S.). Under the terms of the LOI, an affiliate of EV Metals has agreed to subscribe for an additional $2-million (U.S.) in units of the company, representing an aggregate of 26,427,053 units.

Each unit will include one International Battery common share and one warrant to purchase one International Battery common share and will be priced at eight U.S. cents per unit for total gross proceeds of $2-million (U.S.), which is based on an issue price of 10.4 Canadian cents for aggregate gross proceeds of $2,735,200 (Canadian) using the Bank of Canada U.S.-dollar-to-Canadian-dollar exchange rate of as of Feb. 5, 2026, of $1 (U.S.) to $1.3676 (Canadian). Each warrant will entitle the holder to purchase one additional International Battery common share at a price of 14 Canadian cents per International Battery share for a period of four years from the date of issuance.

The offering is expected to close on or around Feb. 23, 2026, pending approval from the TSX Venture Exchange. Proceeds from the offering will be used for general corporate purposes as the company continues to advance deployment of its next-generation modular DLE (direct lithium extraction) technology.

In accordance with the LOI, International Battery will also pay Mr. Warnock a structuring fee equal to 5 per cent of the gross proceeds subscribed for by EV Metals affiliates in connection with the offering, payable in cash at closing. The units will be subject to a four-month-plus-one-day hold period under Canadian securities laws and will be considered restricted securities under the U.S. Securities Act of 1933.

MI 61-101 disclosure

The participation of EV Metals and its affiliates in the offering, and the related structuring fee, are considered related party transactions under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions.

International Battery is relying on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the offering and structuring fee, insofar as they involve related parties, is less than 25 per cent of the company's market capitalization.

A material change report regarding these related party transactions will be filed less than 21 days before closing as the details were finalized less than 21 days prior to this announcement. The transactions were unanimously approved by the non-interested directors of the company.

Early warning disclosure

As of the date hereof, EV Metals and affiliated entities under the common control of Mr. Warnock beneficially own or control 82,899,051 International Battery common shares and 59,999,130 warrants to acquire International Battery common shares (collectively representing 37.95 per cent of the issued and outstanding International Battery common shares on a partially diluted basis, assuming only the exercise of International Battery warrants beneficially owned by EV Metals and affiliated entities under the common control of Mr. Warnock). Following completion of the offering, it is expected that EV Metals and entities under the common control of Mr. Warnock will beneficially own or control 109,326,204 International Battery common shares and 86,426,183 International Battery common share purchase warrants (collectively representing 48.57 per cent of the issued and outstanding International Battery common shares on a partially diluted basis assuming only the exercise of warrants beneficially by EV Metals and entities under the common control of Mr. Warnock).

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.