8-K
INTERNATIONAL BATTERY METALS LTD. (IBATF)
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): February 25, 2026
| INTERNATIONAL BATTERY METALS LTD. | ||
|---|---|---|
| (Exact Name of Registrant as Specified in Charter) | ||
| British Columbia, Canada | 333-286616 | Not applicable |
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
| 12 Greenway Plaza, Suite 1100<br>Houston, Texas 77046<br><br>(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 February 25, 2026, International Battery Metals LTD (TSXV: IBAT) & (OTCQB:IBATF) reported its financial and operational results for the three and nine month period ended December 31, 2025. 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 February 25, 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 | February 25, 2026 |
| Michael Rutledge | Date |
| Chief Financial Officer |
EX-99.1
International Battery Metals Ltd. Reports Third Quarter Fiscal Year 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 third quarter fiscal year 2026, ended December 31, 2025.
Joseph Mills, Chief Executive Officer of IBAT, commented:
“The third quarter was about focus and execution. Over the past several months, we have focused on where the lithium market is, what customers actually need and how IBAT fits into that supply framework. Demand for lithium continues to grow, governments are prioritizing secure supply chains, and resource owners are becoming more disciplined in how they move projects forward. In that environment, technology alone is not enough. Customers want reliable partners who can deliver efficient solutions and partner with them for the long term."
“Our modular DLE (MDLE) plant has already operated in the field, and that experience is a differentiator for IBAT. We understand what works, what needs refinement and how to engineer the next deployment more efficiently. At the same time, we are being thoughtful about how we structure our commercial agreements. We are evaluating licensing, cost-plus deployments and strategic participation models that position us for long-term value creation. Our goal is straightforward. Secure commercial deployments, execute with discipline and build IBAT into a durable partner in the evolving lithium supply chain.”
Third 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.
Third Quarter Financial Highlights (fiscal year 2026 versus fiscal year 2025)
- Revenue: $30,000 compared to ($4,000), reflecting service revenue from brine testing activities.
- Operating Costs (excluding depreciation): $450,000 compared to $468,000.
- Selling, General and Administrative Expenses (excluding depreciation): $1.8 million compared to $2.1 million.
- Operating Loss: ($3.0) million compared to ($3.3) million.
- Change in Fair Value of Warrant Liability: $3.8 million gain compared to a ($7.6) million loss.
- Net Income and Diluted Earnings Per Share (EPS): $0.8 million, or $0.00 per share, compared to a net loss of ($10.9) million, or ($0.04) per share.
- Cash: $9.1 million as of December 31, 2025, compared to $10.7 million at March 31, 2025.
Conference Call Information
The Company will host a conference call tomorrow, Thursday, February 26, 2026, at 11:00 a.m. Eastern Time to discuss financial and operational results.
Dial-in and Webcast Information
Date/Time: Thursday, February 26 at 11:00 a.m. Eastern Time
Toll-Free (North America): (800) 715-9871
Toll/International: +1 (646) 307-1963
Conference Call ID: 8716727
Webcast Link: https://app.webinar.net/P7qXNw8E52b
EasyConnect 'Dial-Me In':
Participants visit the address https://registrations.events/easyconnect/8716727/recAHzvY1JZfBaJq0/ and enter their details. The system will dial out to them and connect them into the conference. They 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: 8716727
Expiration: Replay will expire on Thursday, March 12, 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
brian@haydenir.com
International Battery Metals Ltd.
Condensed Consolidated Balance Sheets
As of December 31, 2025 and March 31, 2025
(In thousands)
| December 31, | March 31, | |||||
|---|---|---|---|---|---|---|
| 2025 | 2025 | |||||
| (Unaudited) | ||||||
| ASSETS | ||||||
| Current assets | ||||||
| Cash | $ | 9,129 | $ | 10,737 | ||
| Accounts receivable | 474 | 459 | ||||
| Inventory | 1,061 | 1,061 | ||||
| Other current assets | 303 | 273 | ||||
| Total current assets | 10,967 | 12,530 | ||||
| Plant and Equipment, net | 27,346 | 28,450 | ||||
| Intangible assets, net | 2,459 | 3,266 | ||||
| Right of use asset | 164 | 232 | ||||
| Total assets | $ | 40,936 | $ | 44,478 | ||
| Current liabilities | ||||||
| Accounts payable | $ | 798 | $ | 1,293 | ||
| Accrued liabilities | 503 | 533 | ||||
| Obligation to issue shares, related party | - | 679 | ||||
| Lease obligation, current | 97 | 89 | ||||
| Total current liabilities | 1,398 | 2,594 | ||||
| Warrant liability | 6,084 | 15,151 | ||||
| Lease obligation, long-term | 70 | 143 | ||||
| Total liabilities | 7,552 | 17,888 | ||||
| Commitments and contingencies | ||||||
| Shareholders' equity | ||||||
| Share capital, no par, 316,573 and 268,993 common shares issued and outstanding, respectively, as of December 31, 2025 and March 31, 2025 | 67,530 | 66,156 | ||||
| Accumulated deficit | (34,146 | ) | (39,566 | ) | ||
| Total shareholders' equity | 33,384 | 26,590 | ||||
| Total liabilities and shareholders' equity | $ | 40,936 | $ | 44,478 |
International Battery Metals Ltd.
Condensed Consolidated Statements of Income (Loss)(Unaudited)
For the Three and Nine Months Ended December 31, 2025 and 2024
(In thousands, except per share amounts)
| Three Months Ended December 31, | Nine Months Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| REVENUE | ||||||||||||
| Service | $ | 30 | $ | - | $ | 101 | $ | - | ||||
| Reimbursable | - | (4 | ) | - | 881 | |||||||
| Total Revenue | 30 | (4 | ) | 101 | 881 | |||||||
| COST OF REVENUE | 22 | - | 34 | - | ||||||||
| GROSS MARGIN | 8 | (4 | ) | 67 | 881 | |||||||
| OPERATING COSTS AND EXPENSES | ||||||||||||
| Operating costs, excluding depreciation | 450 | 468 | 1,559 | 2,543 | ||||||||
| Selling, general and administrative expenses, excluding depreciation | 1,800 | 2,097 | 6,274 | 6,725 | ||||||||
| Reimbursable expenses | - | (4 | ) | - | 881 | |||||||
| Amortization of intangible assets | 269 | 269 | 807 | 807 | ||||||||
| Depreciation | 503 | 499 | 1,505 | 1,057 | ||||||||
| Operating loss | (3,014 | ) | (3,333 | ) | (10,078 | ) | (11,132 | ) | ||||
| Excess fair value of warrants over private placement proceeds | - | - | - | (659 | ) | |||||||
| Loss on warrants modification | - | - | (2,444 | ) | - | |||||||
| Change in fair value of warrant liability | 3,768 | (7,576 | ) | 17,939 | 7,945 | |||||||
| Other income | - | - | 3 | - | ||||||||
| Net income (loss) before income tax provision | 754 | (10,909 | ) | 5,420 | (3,846 | ) | ||||||
| Net income (loss) | $ | 754 | $ | (10,909 | ) | $ | 5,420 | $ | (3,846 | ) | ||
| Net income (loss) and comprehensive (loss) income per share, basic | $ | 0.00 | $ | (0.04 | ) | $ | 0.02 | $ | (0.02 | ) | ||
| Net income (loss) and comprehensive income (loss) per share, diluted | $ | 0.00 | $ | (0.04 | ) | $ | 0.02 | $ | (0.02 | ) | ||
| Weighted average shares outstanding, basic | 306,233 | 242,908 | 288,150 | 236,966 | ||||||||
| Weighted average shares outstanding, diluted | 310,685 | 242,908 | 290,337 | 236,966 |