8-K
false000178631800-00000000001786318ibatf:OTCQBMember2026-06-172026-06-1700017863182026-06-172026-06-170001786318ibatf:TSXVentureExchangeMember2026-06-172026-06-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 17, 2026

img231975348_0.jpg

INTERNATIONAL BATTERY METALS LTD.

(Exact Name of Registrant as Specified in Charter)

British Columbia, Canada

333-286616

Not applicable

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

12 Greenway Plaza, Suite 1100
Houston, Texas 77046

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (832) 683-8839

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, no par value

IBAT

TSX Venture Exchange

Common Shares, no par value

 

IBATF

 

OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the ExchangexActx


 

Item 2.02 Results of Operations and Financial Condition.

On June 18, 2026, International Battery Metals LTD (TSXV: IBAT) & (OTCQB:IBATF) reported its financial and operational results for the three months and year ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

99.1

 

Press release dated June 17, 2026

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

International Battery Metals LTD.

 

/s/ Michael Rutledge

June 17, 2026

Michael Rutledge

Date

Chief Financial Officer

 

 


 

 

 

img244289099_0.jpg

 

 

International Battery Metals Ltd. Reports Fourth Quarter and Full Year Fiscal 2026 Financial Results

Continued Advancement Towards Commercial Positioning of Modular Direct Lithium Extraction (DLE) Technology

Vancouver, British Columbia & Houston, Texas--(BUSINESS WIRE)-- International Battery Metals Ltd. (“IBAT” or the “Company”) (TSXV: IBAT) & (OTCQB: IBATF), an advanced technology provider of modular direct lithium extraction (DLE) systems, today reported financial results for its fourth quarter and full year fiscal 2026, ended March 31, 2026.

Joseph Mills, Chief Executive Officer of IBAT, commented:

"The fourth quarter was about focus and execution, getting disciplined about where we spend our time and energy, what customers actually need and where IBAT fits in the supply chain. We've done that work, and the results are bearing fruit. The brine testing program we announced in June is the clearest demonstration of that. We have tested brine samples from multiple operators across the Smackover geological formation in Texas and Arkansas, as well as brines from the Middle East and Argentina, and the numbers are consistent. 98% lithium recovery. 99+% contaminant rejection. More than 1,200 cycles on a single column with zero degradation. Those are real-world samples from operators who are actively evaluating their commercial path forward, and our media and technology continues to perform at expected levels.

 

"Every brine is different, and we have now proven our technology holds up across a wide range of compositions. We continue to have ongoing dialogue with several counterparties regarding deployment of our existing modular DLE plant and we are optimistic that we will engage to negotiate a commercial agreement soon. We know what our media does, we know how to engineer a deployment efficiently and we know how to structure a deal that works for both sides. Secure the next deployment, execute well and build IBAT's reputation one project at a time. We remain focused on that objective."

 

Fourth Quarter Fiscal Year 2026 Business Highlights

Continued brine testing and technical evaluation activities with prospective customers in the United States, Argentina and the Middle East;
Company focused on commercial discussions including the deployment of the existing MDLE plant;
Maintained disciplined cost structure while prioritizing customer engagement and proposal development;
Continued positioning of IBAT’s modular DLE technology as a scalable component within a broader lithium production flowsheet;
Raised an additional $2.0 million of new equity financing.

 

Management remains focused on securing one or more commercial deployments aligned with its overall commercial strategy.

Fourth Quarter Financial Highlights (fiscal year 2026 versus fiscal year 2025)

Revenue: $63 thousand compared to a reversal of ($11) thousand, reflecting service revenue from brine testing activities.
Operating Costs (excluding depreciation): $0.5 million compared to $1.0 million .
Selling, General and Administrative Expenses (excluding depreciation): $2.2 million compared to $2.3 million.
Operating Income/Loss: loss of ($3.4) million compared to ($4.1) million.
Change in Fair Value of Warrant Liability: ($1.4) million loss compared to a $5.3 million gain.
Net Income/(Loss) and Basic and Diluted Earnings Per Share (EPS): net loss ($5.3) million, or $(0.02) basic and diluted earnings per share, compared to net income of $0.3 million, or $0.00 basic and diluted earnings per share.
Cash: $9.2 million as of March 31, 2026.

Full Year Financial Highlights (fiscal year 2026 versus fiscal year 2025)

Revenue: $164 thousand compared to $871 thousand, reflecting service revenue from brine testing activities in the current year compared to reimbursable revenue in the prior year.
Operating Costs (excluding depreciation): $2.1 million compared to $3.5 million.
Selling, General and Administrative Expenses (excluding depreciation): $8.5 million compared to $9.0 million.
Operating Income/Loss: loss of ($13.5) million compared to ($15.2) million.
Change in Fair Value of Warrant Liability: $16.5 million gain compared to a $13.2 million gain.
Net Income/(Loss) and Basic and Diluted Earnings Per Share (EPS): net income of $0.1 million, or $0.00 basic and diluted earnings per share, compared to a net loss of ($3.5) million, or $(0.01) basic and diluted earnings per share.

 

Conference Call Information

The Company will host a conference call tomorrow, Thursday, June 18, 2026, at 11:00 a.m. Eastern Time to discuss financial and operational results.

Dial-in and Webcast Information

Date/Time: Thursday, June 18 at 11:00 a.m. Eastern Time

Toll-Free (North America): +1 (800) 715-9871

Toll/International: +1 (646) 307-1963

Conference Call ID: 2668118

Webcast Link: https://app.webinar.net/dZY10b95v2L

EasyConnect 'Dial-Me In': Participants, visit the address https://registrations.events/easyconnect/8716727/recAHzvY1JZfBaJq0/ and enter your details.


 

The system will dial out to you and connect you into the conference. You do not need to pre-register for this service.

Replay Information

Toll-Free (North America) +1 (800) 770-2030

Toll/International: +1(609) 800-9909

Conference Call ID: 2668118#

Expiration: Replay will expire on Thursday, July 2, 2026, 11:59 p.m. Central Time.

 

 

About International Battery Metals Ltd.

International Battery Metals Ltd. is a direct lithium extraction technology company focused on advancing the development of lithium from brine resources. The Company delivers a proprietary DLE process through a modular plant design and architecture built around its media and column systems. Depending on customer requirements, IBAT integrates its DLE process into existing customer flowsheets or specifications or delivers a full flowsheet solution using its proprietary DLE design in conjunction with strategic partnerships. With operational field deployment experience, International Battery Metals is positioned to support the next phase of lithium project development as global battery demand continues to expand. The Company is headquartered in Houston, Texas.

Special Note Regarding Forward-Looking Statements

This press release and our earning call include information regarding the Company’s future financial and operational performance and plans, targets, aspirations, expectations, and objectives of management, constitute forward-looking statements within the meaning of the Section 21E of the Exchange Act and forward-looking information within the meaning of Canadian provincial and territorial securities laws. We refer to all of these as forward-looking statements. Forward-looking statements are forward-looking in nature and, accordingly, are subject to risks and uncertainties. All statements other than statements of historical fact included in this quarterly report regarding the prospects of the Company’s industry or its prospects, plans, financial position or business strategy may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking words such as “plans,” “expects,” “does not expect,” “is expected,” “look forward to,” “budget,” “scheduled,” “estimates,” “forecasts,” “will continue,” “intends,” “the intent of,” “have the potential,” “anticipates,” “does not anticipate,” “believes,” “should,” “should not,” or variations of such words and phrases that indicate that certain actions, events or results “may,” “could,” “would,” “might,” “will,” “be taken,” “occur,” “be achieved,” or the negative of these terms or variations of them or similar terms and include, without limitation, statements regarding our expectations or beliefs regarding:

our expectations regarding industry demand for lithium;
our beliefs regarding demand for our current MDLE Plant and MDLE Plant technology;
our strategies for attracting customers and deploying our MDLE Plant; and
our expectations regarding the amount and timing of our future financing requirements and fund raising process.

 

Our forward-looking statements, included in this quarterly report and elsewhere, represent management’s expectations as of the date that they are made and we undertake no obligation to update these statements. Our forward-looking statements are based on assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. However, these forward-looking statements are subject to a number of risks and uncertainties and actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results, level of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements include those risks set forth in our SEC filings and risks related to:

industry demand and market prices for lithium;
our ability to attract and negotiate a definitive agreement with a customer for our current MDLE Plant;
our ability to customize the MDLE Plant to meet the needs of a customer, including our ability to fund such customizations;
our ability to protect our intellectual property rights in our technology;
the success or failure of management’s efforts to continue to develop the next generation of our MDLE Plant technology;
rapid technological change that could cause our technology to become obsolete or not cost-effective;
the loss of key members of our management team;
our ability to expand in existing and new markets; and
our ability to obtain adequate or timely funding to operate our business and meet our future capital expenditure requirements.

Investor Relations Contact:

Brian Siegel, IRC, MBA

Senior Managing Director

Hayden IR

(346) 396-8696

[email protected]


 

International Battery Metals Ltd.

Consolidated Balance Sheets

As of March 31, 2026 and March 31, 2025

(In thousands)

 

 

 

March 31,

 

 

 

2026

 

 

2025

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash

 

$

9,187

 

 

$

10,737

 

Accounts receivable, net

 

 

90

 

 

 

459

 

Inventory

 

 

1,061

 

 

 

1,061

 

Other current assets

 

 

251

 

 

 

273

 

Total current assets

 

 

10,589

 

 

 

12,530

 

Plant and equipment, net

 

 

26,842

 

 

 

28,450

 

Intangible assets, net

 

 

2,190

 

 

 

3,266

 

Right of use asset

 

 

141

 

 

 

232

 

Total assets

 

$

39,762

 

 

$

44,478

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

395

 

 

$

1,293

 

Accrued liabilities

 

 

892

 

 

 

533

 

Obligation to issue shares, related party

 

 

 

 

 

679

 

Lease obligation, current

 

 

99

 

 

 

89

 

Total current liabilities

 

 

1,386

 

 

 

2,594

 

Warrant liability

 

 

9,968

 

 

 

15,151

 

Lease obligation, long-term

 

 

44

 

 

 

143

 

Total liabilities

 

 

11,398

 

 

 

17,888

 

Commitments and contingencies

 

 

 

 

 

 

Shareholders' equity

 

 

 

 

 

 

Share capital, no par 343,033 and 268,992 common shares issued and outstanding, respectively, as of March 31, 2026 and 2025, respectively

 

 

67,808

 

 

 

66,156

 

Accumulated deficit

 

 

(39,444

)

 

 

(39,566

)

Total shareholders' equity

 

 

28,364

 

 

 

26,590

 

Total liabilities and shareholders' equity

 

$

39,762

 

 

$

44,478

 

 

 


 

International Battery Metals Ltd.

Consolidated Statements of Income (Loss)(Unaudited)

For the Three Months and Years Ended March 31, 2026 and 2025

(In thousands, except per share amounts)

 

 

 

Three Months Ended March 31,

 

 

Year Ended March 31,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

REVENUE

 

 

 

 

 

 

 

 

 

 

 

 

Service

 

$

63

 

 

$

 

 

$

164

 

 

$

 

Reimbursable

 

 

 

 

 

(11

)

 

 

 

 

 

871

 

Total Revenue

 

 

63

 

 

 

(11

)

 

 

164

 

 

 

871

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF REVENUE

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

 

 

 

 

 

 

34

 

 

 

 

Gross margin

 

 

63

 

 

 

(11

)

 

 

130

 

 

 

871

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs, excluding depreciation

 

 

519

 

 

 

990

 

 

 

2,078

 

 

 

3,533

 

Selling, general and administrative expenses, excluding depreciation

 

 

2,186

 

 

 

2,317

 

 

 

8,460

 

 

 

9,042

 

Reimbursable expenses

 

 

 

 

 

(11

)

 

 

 

 

 

871

 

Amortization of intangible assets

 

 

269

 

 

 

269

 

 

 

1,076

 

 

 

1,076

 

Depreciation

 

 

504

 

 

 

495

 

 

 

2,009

 

 

 

1,552

 

Operating loss

 

 

(3,415

)

 

 

(4,071

)

 

 

(13,493

)

 

 

(15,203

)

Bad debt expense

 

 

 

 

 

(502

)

 

 

 

 

 

(502

)

Excess fair value of warrants over private placement proceeds

 

 

(439

)

 

 

(381

)

 

 

(439

)

 

 

(1,040

)

Gain/loss on warrants modification

 

 

2

 

 

 

-

 

 

 

(2,442

)

 

 

 

Change in fair value of warrant liability

 

 

(1,446

)

 

 

5,283

 

 

 

16,493

 

 

 

13,229

 

Other income

 

 

3

 

 

 

 

 

 

3

 

 

 

 

Net income before income tax provision

 

 

(5,295

)

 

 

329

 

 

 

122

 

 

 

(3,516

)

Net income (loss)

 

$

(5,295

)

 

$

329

 

 

$

122

 

 

$

(3,516

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income/(loss) per share, basic

 

$

(0.02

)

 

$

0.00

 

 

$

0.00

 

 

$

(0.01

)

Net income/(loss) per share, diluted

 

$

(0.02

)

 

$

0.00

 

 

$

0.00

 

 

$

(0.01

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding, basic

 

 

306,233

 

 

 

242,908

 

 

 

296,635

 

 

 

238,431

 

Weighted average shares outstanding, diluted

 

 

310,685

 

 

 

242,908

 

 

 

301,027

 

 

 

238,431