As filed with the Securities and Exchange Commission on April 17, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form S-1

INTERNATIONAL
BATTERY METALS LTD.

(Exact name of registrant as specified in its charter)

6100 Tennyson Parkway, Suite 240
Plano, Texas 75024
(832) 683-8839
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Norma Garcia
General Counsel
International Battery Metals Ltd.
6100 Tennyson Parkway, Suite 240
Plano, Texas 75024
(832) 683-8839
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies To

Kara L. MacCullough

Grant J. Levine

Greenberg Traurig, P.A.

401 East Las Olas Boulevard, Suite 2000

Fort Lauderdale, FL 33301

(954) 765-0500

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement, as determined by market and other conditions.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

Subject to completion, dated April 17, 2025

111,256,290 Common Shares

39,219,779 Warrants

INTERNATIONAL BATTERY METALS LTD.

We have completed a series of private placements of units, with each unit consisting of one common share and one warrant (which represents the right to acquire one common share). This prospectus relates to the registration of the resale or other distribution by the selling shareholders named herein of the shares, warrants and the shares underlying the warrants issued as part of the private placements (the “23/24 Warrants”). Specifically, this prospectus relates to the resale or other disposition of (i) up to 111,256,290 of our common shares (“Common Shares”), consisting of up to 72,036,511 Common Shares previously issued and up to 39,219,779 Common Shares that may be issued upon the exercise of warrants to purchase Common Shares (“Warrants”), and (ii) up to 39,219,779 Warrants to purchase Common Shares, by the selling shareholders named in this prospectus. Our Common Shares are listed on the TSX Venture Exchange (the “TSXV”) under the symbol “IBAT.” Our Common Shares also quoted in the United States on the Over-The-Counter Markets PINK of the OTC Markets Group, Inc. (“OTC”) under the symbol “IBATF”. On April 14, 2025, the last reported sale price of our Common Shares on the TSXV was CAD$0.54 per share, or US$0.38 based on the exchange rate of CAD$1.4150 to US$1.00 as published by the Bank of Canada as of that date and the last reported sales price of our Common stock on the OTCPK was US$0.39 per share.

We are registering the offer and sale of the shares covered by this prospectus to satisfy certain registration rights we have granted to the selling shareholders. The selling shareholders may, from time to time, sell, transfer or otherwise dispose of any or all of their Common Shares or interests in their Common Shares on the TSXV or any stock exchange, market or trading facility on which the Common Shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices on the TSXV at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. Sales of the Warrants, if any, will be made in privately negotiated transactions. The sales price for Warrants will be determined in such privately negotiated transactions. There is no established trading market for the Warrants. We do not intend to list the Warrants on any securities exchange or other trading market. We do not expect an active trading market to develop for the Warrants. Without an active trading market, the liquidity of the Warrants will be limited. We will not receive any of the proceeds from the sale or other disposition of the Common Shares by the selling shareholders. We will, however, receive the net proceeds of any of the Warrants exercised for cash. See “Use of Proceeds” on page 28 and “Plan of Distribution” beginning on page 70 of this prospectus for more information. In connection with any sales of shares offered hereunder, the selling shareholders and any agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaning of the U.S. Securities Act of 1933, as amended (the “Securities Act”).

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, as amended, (the “JOBS Act”), and, and a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K under the Securities Act, as such, we have elected to comply with certain reduced public company reporting requirements. See “Prospectus Summary – Implications of Being an Emerging Growth Company and a Smaller Reporting Company.” In addition, our Common Shares are subject to the penny stock rules under the Securities Exchange Act of 1934, as amended, and subject to certain requirements prior to and following their sale and certain risks associated with offering a penny stock. See “Risk Factors – Risks related to our Common Shares”.

Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 5 of this prospectus for a discussion of the risks that you should consider in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated April 17, 2025.

TABLE OF CONTENTS

Neither we nor the selling shareholders have authorized any other person to provide you with different or additional information other than that contained in this prospectus. We and the selling shareholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide. The selling shareholders are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus or such other date stated in this prospectus, and our business, financial condition, results of operations and/or prospects may have changed since those dates.

For investors outside the United States: We have not, and the selling shareholders have not, taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities covered hereby and the distribution of this prospectus outside the United States.

In this registration statement, unless the context otherwise requires, the terms “we,” “us,” “our,” “Company” or “IBAT” refer to International Battery Metals Ltd., together with its direct and indirect wholly-owned subsidiaries, IBAT USA, Inc. and Selective Adsorption Lithium Inc.

Unless otherwise noted herein, all references to “CDN$,” “CAD$,” or “Canadian dollars” are to the currency of Canada and “$,” “dollars,” “US$,” “United States dollars,” or “U.S. dollars” are to the currency of the United States.

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY
AND A SMALLER REPORTING COMPANY

As a company with less than $1.235 billion in revenue during its most recently completed fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). As an emerging growth company, we may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include:

We may take advantage of these accommodations until the last day of the fiscal year following the fifth anniversary of the date on which it first sells common equity securities pursuant to a registration statement under the Securities Act, or such earlier time that we are no longer an emerging growth company. We will remain an “emerging growth company” until the earliest of (a) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion, (b) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, (c) the date on which we have issued more than $1.0 billion in nonconvertible debt during the preceding three-year period or (d) the last day of our fiscal year containing the fifth anniversary of the date on which we completed our initial public offering of securities.

We cannot predict whether investors will find the Common Shares less attractive because we rely upon certain of these exemptions. If some investors find the Common Shares less attractive as a result, there may be a less active trading market for the Common Shares and the Common Share price may be more volatile. On the other hand, if we no longer qualify as an emerging growth company, we would be required to divert additional management time and attention from the Company’s development and other business activities and incur increased legal and financial costs to comply with the additional associated reporting requirements, which could negatively impact the Company’s business, financial condition and results of operations.

We are also a “smaller reporting company” as defined under the Securities Act and Exchange Act. We may continue to be a smaller reporting company so long as either (i) the market value of our Common Shares held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our Common Shares held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and have reduced disclosure obligations regarding executive compensation, and, similar to emerging growth companies, if we are a smaller reporting company under the requirements of (ii) above, we would not be required to obtain an attestation report on internal control over financial reporting issued by our independent registered public accounting firm.

We may choose to take advantage of some or all of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock.

RISK FACTORS SUMMARY

The following is a summary of some of the principal risks that could adversely affect our business, financial condition, or results of operations. This summary should be read together with the more detailed description of each risk contained in the section “Risk Factors” in this prospectus.

Risks Related to Our Business

Risks Related to Government Regulation

Risks Related to Intellectual Property

Risks related to our Common Shares

GLOSSARY OF INDUSTRY TERMS

Unless otherwise indicated in this prospectus, the following terms have the indicated meanings.

“DLE” means direct lithium extraction.

“EVs” means electric vehicles.

“ESG” means environmental, social, and governance.

“mg/L” milligrams per liter.

“MDLE” means modular direct lithium extraction.

“ppm” means parts per million.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains statements that we believe are, or may be considered to be, “forward-looking statements” within the meaning of U.S. federal securities laws and Canadian provincial and territorial securities laws. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on current beliefs, expectations or assumptions, whether express or implied, regarding the future of the business, future plans and strategies, operational results and other future conditions and are being made pursuant to the “safe harbor” provisions of U.S. federal securities laws and Canadian provincial and territorial securities laws.

All statements other than statements of historical fact included in this registration statement 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” or “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,” or “will,” “be taken,” “occur,” or “be achieved,” or the negative of these terms or variations of them or similar terms. Furthermore, forward-looking statements may be included in various filings that we make with the SEC or press releases or oral statements made by or with the approval of one of the Company’s authorized executive officers. Although we believe that the expectations reflected in these forward-looking statements are reasonable, it cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements.

Specifically, this prospectus contains forward-looking statements regarding:

These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties, and assumptions. Forward-looking information contained in this prospectus while considered reasonable by us as of the date of such statements, does not take into account the effect of transactions or other items announced or occurring after the statements are made. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof, unless otherwise required by law. You should not place undue reliance on any forward-looking statements contained in this prospectus. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following:

You are advised to consult any additional disclosures we make in its reports to the SEC. All subsequent written and oral forward-looking statements attributable to we or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this prospectus.

THE OFFERING

In this prospectus, unless otherwise indicated, the number of Common Shares outstanding as of March 31, 2025 and the other information based thereon:

RISK FACTORS

Investing in our securities involves risks. You should carefully consider the risks described in “Risk Factors” before deciding to invest in our securities. If any of these risks actually occur, our business, financial condition and results of operations would likely be materially adversely affected. In such case, the trading price of our securities would likely decline, and you may lose all or part of your investment.

Risks Relating to Our Business

We are in the early commercialization stage of our business and have a very limited history of operations, and therefore will be subject to many risks.

We are in early commercialization stage of our business and have a very limited history of operations. Our business prospects must be considered in light of the risks, expenses, and difficulties often encountered by companies at this stage. Since we have not yet achieved full commercialization, the risks include but are not limited to: ability to raise sufficient capital, continued operating losses, difficulty in implementing our business plan, uncertainty regarding our ability to generate revenue and be profitable, uncertainty of the success and acceptance of our technology, the evolving and unpredictable nature of our business, our ability to anticipate and adapt to a rapidly evolving market, acceptance by consumers of our proprietary technology and our patented MDLE Plant, our ability to identify, attract and retain qualified personnel, reliance on third parties to carry out contractual arrangements, commercialization or other activities, cost and complexity of compliance with regulations in connection with our operations, and meeting the challenges of the other risk factors described herein. There can be no assurance that we will succeed in adequately mitigating any of these risks. In addition, the novel nature of our business and technologies could result in unforeseen costs, additional changes to the process chemistry and engineering, and other unforeseen circumstances that could result in additional delays relating to the further development and commencement of commercial operations of the MDLE Plant, all of which could have a material adverse effect on our business, financial condition, and results of operations.

Our success as a company developing technology to extract and process lithium depends largely on our research and development capabilities and our ability to secure capital to fund operations.

Our success as a company developing technology to extract and process lithium depends on our ability to develop and implement more efficient production capabilities of our patented MDLE Plant technology. Many DLE technologies are emerging and being tested at scale, with a handful of projects already in the commercial stage. Furthermore, the industries and market segments in which we operate are subject to rapid technological developments, evolving industry standards, changes in customer requirements, including with respect to purity, and competitive new products and features. As a result, our success, in part, will depend on our ability to build and enhance our MDLE Plant technology offerings in a timely and efficient manner and to develop and introduce new products that meet our customers’ demands. We expect to make significant investment in research and development of lithium extraction and processing, and we will need to continue to invest heavily to scale our operational capabilities to ultimately enable our customers to extract sufficient levels of lithium that would meaningfully impact our revenue. We cannot assure you that our future research and development efforts will be successful or be completed within the anticipated time frame or budget. There is no guarantee we will achieve anticipated sales targets or be able to operate in a profitable manner. In addition, we cannot assure you that our existing or potential competitors will not develop technologies which are similar or superior to our technology or are more competitively priced. As it is often difficult to project the time frame for developing new technologies and the duration of the market window for these products, there is a substantial risk that we may have to abandon a potential technology that is no longer commercially viable, even after we have invested significant resources in the development of such technologies. If we fail in developing competitively advantaged technology or securing adequate capital, our business, prospects, financial condition and results of operations may be materially and adversely affected.

We must incur significant expense in sales and marketing to launch a new product or technology, and we may not generate sufficient revenue from new offerings to offset our costs.

We invest, and plan to continue to invest, significant capital and resources in attracting new customers by marketing our technology to customers who have brine resources from existing chemical, mineral and metal production, and brine aquifer resource holders. We may not even be able to recoup the costs that we incur to attract new customers. In addition, delays in implementing effective sales and marketing strategy to attract new customers could negatively impact our revenue and operating results. The time that it takes for us to recover our investment after implementation of the MDLE Plant technology at a customer’s site depends on various factors including our customer acquisition costs and customer retention rate. Because of the lengthy period of time required to recoup our investment, unexpected developments beyond our control could occur that result in the customer ceasing or suspending use of our MDLE Plant before we generate any revenue from it, which would impose additional challenges in our ability to repurpose our MDLE Plant for other customers or applications. Any termination or suspension by a future customer of their use of our MDLE Plant technology could negatively impact customer adoption generally. Because of any of the above, we may ultimately be unable to recover the full investment that we make in attracting new customers or achieve any level of profitability from such product offering.

We have historically incurred losses, expect future losses, and may never achieve or maintain profitability.

We are a pre-revenue, development stage company. We have incurred substantial losses since our inception, and we expect to incur additional operating losses as a result of ongoing operating costs, including the additional costs of operating as a public company. The extent of our future losses is unpredictable, and our prospects must be weighed against the risks and uncertainties encountered by us in the continuously evolving mining and minerals industry, including the risks described throughout this prospectus. If we cannot successfully address these risks, our business and financial condition may suffer.

The success of our business will depend on our ability to identity and successfully negotiate commercially reasonable lease and service agreements with potential customers to install and operate our MDLE Plants.

We are a pre-revenue company that does not have any current customers. While we completed a commercial scale demonstration project of our first MDLE Plant with US Magnesium, the project was terminated earlier than anticipated due to the cost of lithium production at the US Magnesium facility and its impact on the profitability to US Magnesium. Our success is highly dependent on our ability to effectively identify and negotiate a lease and service agreement, on commercially reasonable terms, of our current MDLE Plant to a new customer and to build and market additional MDLE Plants based on our proprietary technology. There are a limited number of customers who have resources that could utilize our MDLE technology and they may prefer other DLE technology or other DLE technoloty may provide a less expensive or more effective process based on the nature of their natural resources. Should future customers prefer DLE technology from our competitors, it could materially and adversely affect our business or financial condition.

We are a pre-revenue, development stage company with an untested business plan in an industry with no generally accepted measure of the market size, which makes it difficult for us to forecast our financial results, creates uncertainty as to how investors will evaluate our prospects, and increases the risk that we will not succeed.

Pursuant to the Share Exchange Agreement with NAL and SAL on April 13, 2018, we were established to develop and market technology to extract lithium from brine. We have not yet established profitable operations or generated revenue. We realized a net loss from operations of $8.5 million and $3.7 million for the years ended March 31, 2024, and 2023, respectively. We have an untested business plan, and the royalty structure for all stakeholders, including resources owners, remains largely undefined in the lithium extraction market, which leads to uncertainty as to the terms we can expect to obtain from counterparties, which may not be sufficient to allow us to become profitable. Therefore, it is uncertain how our business model will affect investors’ perceptions and expectations with respect to our business and economic prospects. Our business model may not succeed, and no assurance can be given that we will ever generate positive cash flow.

In addition, although there are various estimates, there is no generally accepted measure of the market size for lithium-based products. As such, it is difficult for us to evaluate the market demand for our technology and product offerings consistent with our business plan. If we have overestimated the demand for our technology and product offerings based on a misunderstanding of the market size for the end product, we may not be successful in our business model, and our business, results of operations and financial condition would suffer.

As a development stage company, we are subject to the risks associated with new businesses.

We are a development stage company with no history of revenue-generating operations, and our principal asset consists of the MDLE Plant technology created by us. Therefore, we are, and expect for the foreseeable future to be, subject to all the risks and uncertainties inherent in a new business, in particular new businesses engaged in the extraction and processing of lithium. We must establish many important functions necessary to operate our business, including manufacturing and developing environmentally friendly models of lithium extraction, customizing design of our MDLE Plant technology to meet individual customer needs, establishing a managerial and administrative structure and an internal infrastructure for the Company’s compliance with various local, state and federal environmental laws and regulations including but not limited to obtaining various permits and approvals before installing our MDLE Plant technology on a customer’s site, among others.

Accordingly, you should consider our prospects in light of the costs, uncertainties, delays and difficulties often encountered by companies in their pre-revenue generating stages, particularly those in the extraction and processing of lithium. Potential investors should carefully consider the risks and uncertainties that a company with no history of generating revenue will face. In particular, potential investors should consider that there is a significant risk that we will not be able to:

If we cannot execute any one of the above, our business may fail, in which case you would lose the entire amount of your investment in us.

We also expect to encounter unforeseen expenses, difficulties, complications, delays and other known and unknown factors which we cannot foresee and plan for. It is difficult to predict future revenues and expenses, and we have limited insight into trends that may emerge and affect our business. We are a pre-revenue company facing substantial business and operational risks, including an untested market strategy, all of which makes forecasting future business results particularly difficult and results in a significant level of execution risk, which could have a material adverse effect us.

We have a large, accumulated deficit, expect future losses, and may never achieve or maintain profitability.

We have a large, accumulated deficit, expect future losses, and may never achieve or maintain profitability. We have incurred substantial losses since our inception, and we expect to incur additional operating losses as a result of ongoing operating costs including the additional costs of operating as a public company. The extent of our future losses is highly uncertain, and our prospects must be considered in light of the risks and uncertainties encountered by us in the continuously evolving mining and minerals industry, including the risks described throughout this prospectus. If we cannot successfully address these risks, our business and financial condition may suffer.

Our failure to manage our anticipated growth successfully may adversely affect our operating results.

Our failure to manage our anticipated growth successfully may adversely affect our operating results. As we grow, we must continue to build our operational, financial and management controls, contracting relationships, marketing and business development plans and controls and reporting systems and procedures. Our ability to manage our growth will also depend upon a number of factors, including the ability for us to rapidly:

Implementing each of these items will increase our costs, and we cannot assure you that we will have offsetting revenue. Our inability to achieve any of these objectives could harm our business, financial condition, and results of operations.

Our ability to continue as a going concern is dependent on several factors beyond our control.

Our independent registered public accounting firm’s report for the fiscal year end March 31, 2024, contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” Our ability to continue as a going concern is dependent on a variety of factors, each of which are beyond our control:

Each of these risks could materially impact our ability to continue as a going concern and our financial position.

We may need to continue to raise capital and we face various risks in doing so.

We may need to continue to raise capital to fund our business and we face several risks in seeking to do so. The current financing environment in the United States, particularly for early-stage development companies and for DLE companies like us, is exceptionally challenging and we can provide no assurances as to when such an environment may improve. If we continue to raise equity or equity-linked instruments, this may be dilutive to our existing shareholders. If we raise debt, the interest rate may be high, the financial leverage associated with the debt may add financial stress to our balance sheet and for our shareholders, and compliance with any associated negative and financial covenants contained in any debt agreement may limit our operational flexibility. There can be no assurance that additional funding will be available on terms acceptable to us, or available to us at all.

In addition, as the development and commercial deployment of our MDLE Plant is still at its early stage, our ability to fund ongoing development and the availability of financing is affected by the strength of the economy and other general economic factors. This risk could negatively affect our ability to secure additional future financing due to unfavorable lithium price volatility and demand.

We face intense competition, and we may not be able to compete successfully.

The lithium extraction market in which we participate is highly complex, competitive and growing very rapidly. It is characterized by aggressive expansion and entry from existing and new players and emerging technologies. We compete with other companies that are developing or have developed technology designed to exploit similar markets to those in which we plan to operate. However, many of these other companies have substantially greater financial and other resources than we do. There can be no assurance that developments by other companies will not adversely affect the competitiveness of our technology. The DLE industry is characterized by extensive R&D efforts and rapid technological change. Competition can be expected to increase as technological advances are made and commercial applications for DLE technology increase. In addition, our competitors may use different technologies or approaches to develop technology like the technology we have developed or may develop new or enhanced technology or processes that may be more effective and less expensive. Furthermore, battery grade lithium does not have uniform specifications among end customers. Therefore, our MDLE Plant technology installed at a customer’s site needs to be customized and tailored to extract lithium per individual customer specifications and demands. It is critical to our success that we are able to anticipate and respond to changes in technology and industry standards and new customer challenges by consistently developing and refining our core technology to meet or exceed the changing challenges and needs of our customers.

Moreover, our success is largely dependent on our ability to achieve and maintain the competitive differentiation of our MDLE Plant technology. Any failure to develop high-quality advancements to our technology could adversely affect our reputation, our ability to lease our MDLE Plants to existing and prospective customers, and our operating results. There can be no assurance that our MDLE Plant or any other technology developed by us will compete successfully or that research and new industry developments will not render our technology obsolete or uneconomical.

Demand and fluctuation in market prices for lithium will greatly affect the results of our operations and our ability to successfully execute on our business plan.

The prices of commodities fluctuate daily. Price volatility could have dramatic effects on the results of operations and our ability to execute our business plan. According to a January 2024 U.S. Geological Survey report, the average U.S. lithium carbonate price for fixed contracts was $46,000 per metric ton in 2023, which represents a decline of 32% from the average price in 2022. Although lithium prices have been on a downward trajectory, there can be no guarantees that the price of lithium carbonate will remain stable or increase, given the continued rise and focus by governments on transitioning away from fossil fuels to meet global clean energy goals. The price of lithium materials may also be reduced by the discovery of new lithium deposits and production methods, which could not only increase the overall supply of lithium (causing downward pressure on its price) but could draw new entrants into the lithium extraction industry that could compete with us. Even if our MDLE Plant technology is able to produce commercial quantities of lithium, there is no guarantee that a profitable market will exist for the sale of lithium-based end products.

Our business will be significantly affected by changes in the market price of lithium-based end products, such as lithium carbonate and lithium hydroxide. Factors beyond our control may affect the marketability of any lithium produced. The prices of various metals have experienced significant fluctuations over short periods of time and are affected by numerous factors beyond our control, including international economic and geopolitical trends, inflation, currency exchange rates, changes in interest rates and global or regional consumption patterns, speculative activities and increased production due to improved mining and production methods. The supply of and demand for lithium is affected by various factors, including, among others, political events, economic conditions, and production costs in major producing regions. Furthermore, the price of lithium-based end products is significantly affected by their purity and performance, and by the specifications of end-user battery manufacturers. If the lithium produced from our MDLE Plant technology does not meet battery-grade quality and/or does not meet customer specifications, pricing will be reduced from that expected for battery-grade product. In turn, the availability of customers may also decrease. We may not be able to effectively mitigate against pricing risks for our products. Depressed pricing for lithium-based end products will affect the level of revenues expected to be generated by us, which in turn could affect our share price and the potential value of our MDLE Plant technology. There can be no assurance that the price of lithium will be such that our MDLE Plant technology can be deployed at a profit.

Our long-term success depends on our ability to enter into and deliver lithium carbonate product under offtake agreements.

We may encounter difficulty entering into and fulfilling offtake agreements for our product offerings. We may fail to deliver the quality of lithium required by such agreements or may experience production costs in excess of the price to be paid to us under such agreements. Given there are no uniform specifications among end user clients for battery grade lithium, Failure to meet these specifications could result in price adjustments, the rejection of deliveries, or termination of the contracts. Furthermore, our offtake agreements may contain force majeure provisions allowing temporary suspension of performance by the customer or us during certain events beyond the control of the affected party. As a result of these issues, we may not achieve the revenue or profit we expect to achieve from our future offtake agreements.

Our business, results of operations, and financial condition may be materially and adversely affected if we are unable to enter into offtake agreements with future customers, or incur costs in excess of the price set forth in such agreements.

We may not be successful in our efforts to lease our MDLE Plant or license our technology, which could adversely affect our business.

The success of our business depends in large part on our ability to successfully identify new customers, generally through the leasing of our MDLE Plant to customers or the licensing of our technology. Our leasing and licensing efforts focus on identifying businesses with reliable and proven access to high quality brine that have already received regulatory environmental permits and have the infrastructure that allows us to implement our MDLE Plant technology.

We expect that the terms of any such future leases or licenses would provide that, once defined production targets are achieved, we would be entitled to rents and royalties based on the quantities of lithium carbonate produced and the prices that are realized in the market. Since future royalty payments may be tied to the successful achievement of certain commercialization benchmarks, which may or may not be achieved, we may not be able to recover our investment into the development of the MDLE Plant technology.

Furthermore, the potential lease or licensing agreements with our target customers could require us to build pilot plants for testing, which may be cost and time intensive and ultimately not yield much profit. If we are unable to identify a sufficient number of potential customers for leasing or licensing our MDLE Plant technology, or if the customers that we identify do not prove to be as valuable as we anticipated, we will not be able to successfully receive rents or royalties from those customers, and our business, financial condition and results of operations may suffer materially as a result.

There is risk to the growth of lithium markets and the supply of lithium sources.

Our business is significantly dependent on the development and adoption of new applications for lithium batteries and the growth in demand for plug-in hybrid electric vehicles, battery electric vehicles and other power storage solutions that rely on lithium batteries. As such, our business results inherently depend on decarbonization of the global economy. The past couple of years saw weaker than expected EV sales, which signals a decline in demand for one of the principal end products for lithium carbonate. To the extent that the development, adoption, decarbonization and growth of the lithium markets do not occur in the volume and/or manner that we contemplate, or demand for principal end products that incorporate lithium carbonate does not grow at expected rates, the long-term growth in the markets for lithium products may be adversely affected, which would have a material adverse effect on our business, financial condition and operating results. Moreover, we depend on the availability of brine resources from existing chemical, mineral and metal production, and brine aquifer resource holders in order to extract lithium carbonate using our MDLE Plant. Although there have been discoveries of high lithium concentration in the Smackover Formation, a geological formation in Arkansas, to our knowledge, there has been no extraction of lithium from this formation to date, and therefore the scope of any such opportunity is uncertain. If for regulatory or other reasons, the resource holders are not able to exploit the lithium deposits in the brines in the Smackover Formation, this could have an adverse effect on the potential growth of the lithium markets as the expected supply make not be able to meet anticipated demand.

As a smaller, development-stage company, we are likely to be more sensitive to competitive pressures that will cause our revenues and gross margins to fluctuate from quarter to quarter.

Our revenues can change from one quarter to the next and gross margins are subject to a number of factors that could cause lower than expected or even negative gross margins. Some factors that may influence our quarterly revenue, gross margins and operating results may include:

As a smaller, early commercial-stage company, we may be more sensitive to such factors than many of our competitors, and we may find that we are unable to compete within our markets successfully.

We rely on our management and key employees, and we may not be able to attract, train and retain a sufficient number of qualified employees to maintain and grow our business.

We depend and will continue to depend on the business and technical expertise of our management and key employees who have expertise in technology, chemistry and engineering. In light of the specialized and technical nature of our business, the loss of our key personnel could slow our ability to innovate and execute on our development goals. As our operations expand, additional general management resources will be required. If we need to expand our operations, our ability to recruit, train, integrate and manage new employees is uncertain and failure to do so would have a negative impact on our ability to execute on our business plan.

We expect that our potential expansion into areas and activities requiring additional expertise, such as governmental approvals, manufacturing, sales, marketing, and distribution will place additional requirements on our management and our operational and financial resources. We expect these demands will require an increase in management and scientific personnel and the development of additional expertise by existing management personnel. There is currently aggressive competition for employees who have experience in technology, chemistry and engineering. This intense competition may make it more difficult for us to attract and retain qualified personnel, as a number of the companies against which we compete for personnel are in a later stage of their company lifecycle and thus may have greater financial resources than we do, and/or are able to provide benefits that are more comprehensive or are otherwise viewed as more attractive than ours. These competitors may also actively seek to hire our existing personnel away from us, even if such employees have entered into a non-compete agreement. We may be unable to enforce these agreements under the laws of the jurisdictions in which our employees work. The failure to attract and retain such personnel or to develop such expertise could materially adversely affect our business, financial condition, and results of operations. The loss of our executive officers or our other key personnel, particularly with little or no notice, could cause delays in business development projects and could have adverse impact on our business and results of operations.

Volatility in the demand for lithium products or the development of alternative battery technologies that do not utilize lithium inputs may negatively impact overall prospects for growth of lithium marketing and pricing.

The development of our MDLE Plant is highly dependent upon the currently projected demand for and uses of lithium-based end products. This includes lithium-ion batteries for electric vehicles (EVs), power storage solutions and other large format batteries that currently have limited market share and whose projected adoption rates are not assured. To the extent that such markets do not develop in the manner contemplated by us or demand for such end products declines or do not grow as expected, then the long-term growth in the market for lithium products will be adversely affected, which would inhibit the potential for development of our MDLE Plant and would otherwise have a negative effect on our business and financial condition. For example, the past couple of years saw weaker than expected EV sales, which signals a decline in demand for one of the principal end products for lithium carbonate. In addition, as a commodity, lithium market demand is subject to the substitution effect in which end-users adopt an alternate commodity as a response to supply constraints or increases in market pricing. To the extent that these factors arise in the market for lithium, it could have a negative impact on overall prospects for growth of the lithium market and pricing, which in turn could have a negative effect on the Company. Further, although current batteries utilized in EV production rely on lithium compounds as a critical input, alternative materials and technologies are being researched with the goal of making batteries lighter, more efficient, faster charging and less expensive, and some of these technologies could be less reliant on lithium compounds. We cannot predict which new technologies may ultimately prove to be commercially viable and when, but any future battery technologies that use less or no lithium could materially and adversely impact our business and future results of operations.

Changes in government incentives relating to lithium-based end products may negatively impact our future success.

Demand for lithium-based end products, such as lithium-ion batteries for use in EVs and power storage solutions, may be impacted by changes to government regulation and economic incentives. Government economic incentives that support the development and adoption of EVs in the United States and abroad, including certain tax exemptions, tax credits and rebates, may be reduced, eliminated or exhausted from time to time. For example, previously available incentives favoring EVs in areas including Canada, Germany, Hong Kong, Denmark and California have expired or were cancelled or made temporarily unavailable, and in some cases were not eventually replaced or reinstituted. Any similar developments could have a negative impact on overall prospects for growth of the lithium market and pricing, which in turn could have a negative effect on the Company.

Environmental risks and stringent regulations related to lithium-based products may lead to additional disclosure requirements and substantial expenditures to ensure compliance.

All phases of mineral extraction and development businesses present environmental risks and hazards and are subject to extensive environmental laws and regulations. U.S. and non-U.S. environmental laws (including in Argentina and Chile, where we may operate) and regulations provide for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances used and or produced in association with natural resource exploration and production operations. Under certain circumstances, we may be responsible under our future agreements with customers to operate the MDLE Plant on behalf of our customers, which may subject us to potential liability for any non-compliance under such environmental laws. These laws and regulations also require that facility sites be operated, maintained, abandoned, and reclaimed to the satisfaction of applicable regulatory authorities. Such regulations relate to many aspects of our operations. In addition, environmental regulations are evolving in a manner that is expected to require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors, and employees.

While from a sustainability standpoint, DLE offers several advantages compared to traditional hard rock mining, there still remain challenges, including:

No assurance can be given that the application of environmental laws to our business and operations, whether as a result of our activities or those of our customers, will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise adversely affect our financial condition, results of operations or prospects.

Our business is subject to hazards common to chemical and natural resource extraction businesses, any of which could injure our employees or other persons, damage our facilities or other properties, interrupt our production and adversely affect our reputation and results of operations.

Our business is subject to general hazards faced by chemical manufacturing, fabrication, storage, and extraction businesses, including explosions, fires, severe weather, natural disasters, mechanical failure, unscheduled downtime, transportation interruptions, remediation, chemical spills, discharges or releases of toxic or hazardous substances or gases and other risks. These hazards can cause personal injury and loss of life to our employees and other personnel. In addition, the occurrence of disruptions, shutdowns or other material operating problems at our MDLE Plants installed at a customer’s site, due to any of these hazards may diminish our ability to meet our contractual obligations with those customers and achieve the desired production and output. Accordingly, these hazards and their consequences could adversely affect our reputation and have a material adverse effect on our operations as a whole, including our results of operations and cash flows, both during and after the period of operational difficulties.

Uncertain geopolitical tensions between the United States and China may adversely affect demand for lithium based products.

In recent years, there has been a substantial increase in political tensions among many jurisdictions, including between the United States and China. This political tension is particularly acute in respect of critical mineral and rare earth metals, including lithium, in these jurisdictions and is the subject of increasingly active industrial policy. There is a risk that legislation, tariffs, embargoes, or other trade restrictions could impede our ability to contract our MDLE Plants in foreign markets. Such restriction may negatively impact our ability to advance our business, including becoming subject to restrictions arising from industrial policies, a reduced ability to obtain financing and impediments to obtaining government approvals, all of which could have a material adverse impact on the Company.

We may be exposed to claims and other legal actions that may adversely affect us.

In the ordinary course of our business, we may become party to litigation or other proceedings in local or international jurisdictions in respect of any aspect of our business, whether under criminal law, contract or otherwise. The causes of potential litigation cannot be known and may arise from, among other things, business activities, employment matters, including compensation issues, environmental, health and safety laws and regulations, tax matters, volatility in our stock price, failure to comply with disclosure obligations or labor disruptions. Regulatory and government agencies may initiate investigations relating to the enforcement of applicable laws or regulations and we may incur expenses in defending them and be subject to fines or penalties in case of any violation and could face damage to its reputation. We may attempt to resolve disputes involving foreign contractors/suppliers through arbitration in another county and such arbitration proceedings may be costly and protracted, which may have an adverse effect on our financial condition. Litigation may be costly and time-consuming and can divert the attention of our management and key personnel from operations and, if adjudged adversely, may have a material and adverse effect on our cash flows, results of operations and financial condition.

We expect that we will be dependent on one or a small group of customers for most of our revenue, and our failure to expand our customer base would have an adverse effect on our business growth and may result in changes to our business strategy.

We have not generated any revenue to date, and the entity, US Magnesium, with which we entered into a commercial scale demonstration project of our first MDLE Plant terminated its operations, including its use of our MDLE Plant at its site in September 2024 prior to us achieving defined production targets. As a result, our lease agreement with US Magnesium was terminated and our MDLE Plant was decommissioned and relocated out of US Magnesium’s site to an offsite storage facility where we are actively marketing the MDLE Plant to potential customers. There are a limited number of potential customers that own or control the natural resources that would utilize our MDLE Plant. Consequently, we expect that we will be highly dependent on a limited number of customers in the future. This expected concentration of our customer base increases risks related to the financial condition of our customers, and the deterioration in financial condition of a single customer or the failure of a single customer to perform their respective contractual obligations could have a material adverse effect on our future results of operations and cash flow. In the event that any of our future customers experience a decline in usage of our MDLE Plant technology for any reason or decide to discontinue the use of our MDLE Plant technology, we may be compelled to lower our lease prices or risk losing a significant customer. Such developments could adversely affect our profit margins and financial position, leading to a negative impact on our revenue and operational results. There are inherent risks whenever a large percentage of revenues are concentrated with a limited number of customers. We are unable to predict the future level of demand for our MDLE Plant technology that will be generated by our future customers. In addition, we cannot assure that any of our future customers will not cease purchasing our proprietary technology from us. Should future customers prefer DLE technology from our competitors, significantly reduce orders, or seek price reductions in the future, any such event could have a material adverse effect on our revenue, profitability, and results of operations.

Our dependence on third-party suppliers could negatively affect our operating results.

We rely on third-party suppliers to provide components and raw materials (including lithium bearing salt brines) for our MDLE Plant. While we have not recognized any trends or experienced any major disruptions or delays related to manufacturing costs or the availability of components supplied to us by our vendors, actions taken by third-party suppliers in operating their business, as well as any disruptions to their business operations (or their supplier’s business operations), could disrupt our supply chain or operations and materially negatively impact our ability to supply the market, substantially decrease sales, lead to higher costs, and damage our reputation with our future customers. Longer-term disruptions could potentially result in the permanent loss of our future customers, which could reduce our future recurring revenues and long-term profitability.

Global financial conditions pose risks for us.

Global financial conditions have been subject to continued volatility. Government debt, the risk of sovereign defaults, bank failures, political instability and wider economic concerns in many countries have been causing significant uncertainties in the markets. Disruptions in the credit and capital markets can have a negative impact on the availability and terms of credit and capital. Uncertainties in these markets could have a material adverse effect on our liquidity, ability to raise capital and cost of capital. High levels of volatility and market turmoil could also adversely impact commodity prices, exchange rates and interest rates and have a detrimental effect on our business. Concerns over global economic conditions may also have the effect of heightening many of the other risks described herein, including, but not limited to, risks relating to fluctuations in the market price of lithium-based products, the terms and availability of financing, supply chain constraints and cost overruns, geopolitical concerns, and changes in law, policies or regulatory requirements.

We may not be able to obtain or maintain sufficient general liability insurance.

Our business may expose us to a number of risks and hazards, including general liability risks related to our technology. Such occurrences could result in damage to property, inventory, facilities, personal injury or death to end-user customers or operators, damage to our properties or the properties of others, monetary losses and possible legal liability. Although we maintain insurance to protect against certain risks in such amounts as we consider to be reasonable, our insurance may not cover all the potential risks associated with our operations. We may be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. We might become subject to liability which may not be insured against or which we may elect not to insure against because of premium costs or other reasons. Losses from these events may cause us to incur significant costs that could have a material adverse effect upon our financial performance and results of operations.

Increased cybersecurity requirements, vulnerabilities, threats and more sophisticated and targeted computer crime could pose a risk to our systems, networks, products, solutions, services and data.

Increased global cybersecurity vulnerabilities, threats, computer viruses and more sophisticated and targeted cyber-related attacks, as well as cybersecurity failures resulting from human error and technological errors, pose a risk to the security of our and our customers’, business partners’ and suppliers’ products, systems and networks and the confidentiality, availability and integrity of data on these products, systems and networks. As the perpetrators of such attacks become more capable, and as critical infrastructure is increasingly becoming digitized, the risks in this area continue to grow. While we attempt to mitigate these risks by employing a number of measures, including employee training, monitoring and testing, and maintenance of protective systems, we remain potentially vulnerable to additional known or unknown threats, and we cannot assure that the impact from such threats will not be material. In addition to existing risks, the adoption of new technologies may also increase our exposure to cybersecurity breaches and failures. Additionally, we have access to sensitive, confidential or personal data or information that is subject to privacy and security laws, regulations or customer-imposed controls. Despite our implementation of controls to protect our systems and sensitive, confidential or personal data or information, we may be vulnerable to material security breaches, theft, misplaced, lost or corrupted data, employee errors and/or malfeasance (including misappropriation by departing employees) that could potentially lead to the compromising of sensitive, confidential or personal data or information, improper use of our systems, software solutions or networks, unauthorized access, use, disclosure, modification or destruction of information, defective products, production downtimes and operational disruptions. In addition, a cyber-related attack could result in other negative consequences, including damage to our reputation or competitiveness, remediation or increased protection costs, litigation or regulatory action. Although we have experienced occasional actual or attempted breaches of our computer systems, to date we do not believe any of these breaches has had a material effect on our business, operations or reputation.

We do not have an absolute restrictions on the ability of our directors and officers to serve on the boards of directors or as officers of other companies, with the result that potential conflicts of interest may arise.

We do not have an absolute restrictions on the ability of our directors and officers to serve on the boards of directors or as officers of other companies, although our Code of Conduct, as amended in March 2025, which is applicable to all directors and executive officers prohibits any activity that could give rise to conflicts of interest is prohibited unless specifically approved in advance. Furthermore, where a conflict involves a member of the Board, our Articles and Code of Conduct both require that the Board member involved must disclose the nature and extent of the conflict as required by the Business Corporations Act to the Board and refrain from voting on the matter giving rise to the conflict, in accordance with applicable law. Conflicts of interest may therefore arise as a result of any of our directors or officers also holding positions as directors or officers of other companies. Some of the individuals that are directors and officers of our Company have been and may in the future be engaged in the identification and evaluation of assets, businesses and companies on their own behalf and on behalf of other companies, and situations may arise where our directors and officers will be in direct competition with us. This could potentially result in the diversion of opportunities which would be appropriate for us to other entities or persons with which any such director or officer of our Company is associated or has an interest, rather than offering such opportunities to us. To the extent that such conflicts of interests are approved by the disinterested directors or are not adequately disclosed, it could result in the loss of potential opportunities.

The requirements of being a reporting public company in the United States may strain our resources and divert management’s attention.

As a reporting public company in the United States, we will be subject to the reporting requirements of the Exchange Act, the U.S. Sarbanes-Oxley Act, the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the U.S. Foreign Corrupt Practices Act and other applicable rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming, or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company” or a “smaller reporting company” and lose the benefit of certain accommodations and exemption granted to such registrants. The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and results of operations.

Changing laws, regulations and standards relating to corporate governance and public disclosure create uncertainty for public companies, increase legal and financial compliance costs and increase time expenditures for internal personnel. These laws, regulations and standards are subject to interpretation, in many cases due to their lack of specificity, and their application in practice may evolve over time as regulators and governing bodies provide new guidance. These changes may result in continued uncertainty regarding compliance matters and may necessitate higher costs due to ongoing revisions to filings, disclosures and governance practices. If we invest additional resources to comply with evolving laws, regulations and standards, this investment would likely result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate regulatory or legal proceedings against us and our business may be adversely affected.

Failure to maintain effective controls over financial reporting could have a material adverse effect on our business and share price.

Our consolidated financial statements are prepared in accordance with United States generally accepted accounting principles. We must periodically adjust and strengthen our operating, financial, accounting, and other systems, procedures, and controls, which could increase our costs and may adversely affect our gross profits and our ability to achieve profitability if we do not generate increased revenues to offset the costs. As a public company, our information and control systems must enable us to prepare accurate and timely financial information and other required disclosures. If we discover deficiencies in our existing information and control systems that impede our ability to satisfy our reporting requirements, we must successfully implement improvements to those systems in an efficient and timely manner. Any failure to identify and remediate such deficiencies could subject us to regulatory enforcement action, and materially adversely affect our share price and reputation.

In addition, the assets, liabilities, and expenses reported in the consolidated financial statements depend on varying degrees of estimates made by management. An estimate is considered a critical accounting estimate if it requires us to make assumptions about matters that are highly uncertain and if different estimates could have been used that would have a material impact. The significant areas requiring the use of management estimates relate to the valuation of inventory, useful lives of property and equipment and intangible assets and the valuation of share-based payments and Warrants issued in the Company exercisable for Common Shares. These estimates are based on historical experience and reflect certain assumptions about the future that we believe to be both reasonable and conservative. Actual results could differ from those estimates. We continually evaluate these estimates and assumptions.

Changes in U.S. tax laws and tax examinations could have a material adverse effect on our business, cash flow, results of operations and financial conditions.

We are subject to income and other taxes in the U.S. at the state and federal level. Changes in applicable U.S. state or federal tax laws and regulations, or their interpretation and application, could materially affect our tax expense and profitability. Tax examinations are often complex as tax authorities may disagree with the treatment of items reported by us, the result of which could have a material adverse effect on our financial condition and results of operations.

We face risks relating to natural disasters, public health crises, political crises, and other catastrophic events or other events outside of our control.

We and our third-party manufacturers, suppliers and other outside parties upon which we rely are exposed to a number of global and regional risks outside of our control. These include, but are not limited to natural disasters, such as earthquakes, tsunamis, power shortages or outages, floods or monsoons; public health crises, such as pandemics and epidemics; political crises, such as terrorism, war, political instability or other conflict; or other events outside of our control. These events may damage our facilities or disrupt our operations, or damage the facilities or disrupt the operations of our third-party manufacturers, suppliers or other outside parties upon which we rely, and could delay or impair our ability to initiate or complete or commercialize our technology.

We cannot predict the scope and severity of any potential business shutdowns or disruptions, but if we or any of the outside parties with whom we engage, including our third-party manufacturers, suppliers, regulators and other outside parties with whom we conduct business, were to experience shutdowns or other business disruptions, our ability to conduct our business in the manner and on the timelines presently planned could be materially and negatively impacted.

Additionally, we may be affected by possible political or economic instability in the countries in which we expect to operate, such as Argentina and Chile. The risks include, but are not limited to, changes in government, domestic or foreign terrorism, military operations, extreme fluctuations in currency exchange rates and high rates of inflation. Our operations may be affected in varying degrees by government regulations. The effect of these factors cannot be accurately predicted.

We are required to comply with anti-corruption and bribery laws, and the potential for significant penalties could result in material adverse effect on our reputation and results of operations.

Our operations are governed by, and involve interactions with, many levels of government in other countries. We are required to comply with anti-corruption and anti-bribery laws, including the Criminal Code, the Corruption of Foreign Public Officials Act (Canada), the U.S. Foreign Corrupt Practices Act as well as similar laws in the countries in which we conduct our business. In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment to companies convicted of violating anti-corruption and anti-bribery laws. Measures that we have adopted to ensure compliance with these laws are not always effective in ensuring that we, our employees, or third-party agents will comply strictly with such laws. Furthermore, a company may be found liable for violations by not only its employees, but also by its contractors and third-party agents. If we finds ourself subject to an enforcement action or is found to be in violation of such laws, this may result in significant penalties, fines and/or sanctions imposed on us, which could result in a material adverse effect on our reputation and results of operations.

We may qualify as a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section of this prospectus captioned “Material United States Federal Income Tax Considerations”) of our ordinary shares or rights, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our actual PFIC status for our current taxable year may depend on whether we qualify for the PFIC start-up exception (see the section of this prospectus captioned “Material United States Federal Income Tax Considerations — U.S. Holders — Passive Foreign Investment Company Status”). Depending on particular circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any future taxable year. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. If we determine we are a PFIC for any taxable year, we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would likely be unavailable with respect to our rights.

We urge U.S. Holders to consult their own tax advisors regarding the possible application of the PFIC rules. For a more detailed explanation of the tax consequences of PFIC classification to U.S. Holders, see the section of this prospectus captioned “Material United States Federal Income Tax Considerations — U.S. Holders — Passive Foreign Investment Company Status.”

Risks Relating to Government Regulation

We anticipate that we are and will continue to be, subject to the authority and approvals of certain regulatory agencies, both domestically and internationally, with regard to the development, testing, manufacture, and installation of the MDLE Plant, and there can be no assurance that any required regulatory approvals may be obtained or maintained.

Mining operations and exploration activities are subject to extensive laws and regulations. Such regulations relate to production, development, exploration, exports, imports, taxes and royalties, labor standards, occupational health, waste disposal, protection, and remediation of the environment, mine decommissioning and reclamation, mine safety, toxic and radioactive substances, transportation safety and emergency response, and other matters. Compliance with such laws and regulations increases the costs of exploring, drilling, developing, constructing and operating refining and other facilities. It is possible that in the future the costs, delays and other effects associated with such laws and regulations may impact our future customers’ decisions with respect to the exploration and development of properties and, as a consequence, our decisions with respect to the deployment of the MDLE Plant. Our customers and, to the extent we have agreed to operate the MDLE Plant on behalf of our customers, we, will be required to expend significant financial and managerial resources to comply with such laws and regulations. Since legal requirements change frequently, are subject to interpretation and may be enforced in varying degrees in practice, we are unable to predict the ultimate cost of compliance with these requirements or their effect on operations. Furthermore, future changes in governments, regulations and policies and practices, such as those affecting exploration and development of the properties in which the MDLE Plant is located, could materially and adversely affect our results of operations and financial condition in a particular year and in its long-term business prospects.

We may be subject to the authority and approvals of certain regulatory agencies both domestically and internationally. The process of obtaining such approvals can be costly and time consuming, and there can be no assurance that any required regulatory approvals may be obtained or maintained. Any failure to obtain (or significant delay in obtaining) or maintain approvals could materially adversely affect our ability to market our products successfully and could therefore have a material adverse effect on our business.

Ensuring maintenance of community relations and license to operate is critical in ensuring the future success of our existing operations.

Our relationship with the host communities where we operate is critical to ensure the future success of our existing operations and the construction and development of our projects. There is an increasing level of public concern relating to the perceived effect of mining activities on the environment and on communities impacted by such activities. Certain non-governmental organizations, some of which oppose globalization and resource development, are often vocal critics of the mining industry and its practices, including the use of cyanide and other hazardous substances in processing activities. Adverse publicity generated by such non-governmental organizations or others related to extractive industries generally, or our development activities specifically, could have an adverse effect on our reputation. Reputation loss may result in decreased investor confidence, increased challenges in developing and maintaining community relations and an impediment to our overall ability to advance our MDLE Plant, which could have a material adverse impact on our results of operations, financial condition, and prospects. While we are committed to operating in a socially responsible manner, there is no guarantee that our efforts in this respect will address these potential risks.

We may not have or be able to obtain adequate funding to complete any additional studies or other steps that regulatory authorities may impose in assessing our technology for regulatory approval.

If regulatory authorities require additional time or studies to assess the performance, reliability, and safety of our technology, we may not have or be able to obtain adequate funding to complete the necessary steps for approval for the technology or may be unable to technically meet their requirements. Additional delays may result if any required regulatory authority/certifications recommend non-approval or restrictions on any potential approval.

Domestic and foreign government regulation and enforcement of data practices and data tracking technologies is expansive, broadly defined and rapidly evolving. Such regulation could directly restrict portions of our business.

As a Company incorporated in British Columbia, Canada, we are subject to diverse laws and regulations relating to data privacy and security, including the Personal Information Protection and Electronic Documents Act (Canada) (“PIPEDA”), the Personal Information Protection Act (British Columbia) (“PIPA”). The PIPEDA and the PIPA implement stringent operational requirements for controllers of personal data, including, for example, higher standards for obtaining consent from individuals to process their personal data (including, in certain circumstances for marketing and other follower engagement), more robust disclosures to individuals and a strengthened individual data rights regime, shortened timelines for data breach notifications, limitations on retention of information, additional obligations when we contract third-party processors in connection with the processing of personal data, and certain restrictions when transferring personal data outside of Canada.

Failure to comply with Canadian privacy laws, including failure under the PIPEDA and the PIPA may result in significant fines on us, which may be onerous and adversely affect our business, financial condition, results of operations and prospects. The PIPEDA and the PIPA also confers a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies, and obtain compensation for damages resulting from violations of data privacy and security.

If our treatment of data, privacy practices or data security measures fail to comply with these current or future laws and regulations in any of the jurisdictions in which we collect and/or process information, we may be subject to litigation, regulatory investigations, civil or criminal enforcement, financial penalties, audits or other liabilities in such jurisdictions, or our customers may terminate their relationships with us. In addition, data protection laws, such as the PIPEDA and the PIPA, foreign court judgments or regulatory actions could affect our ability to transfer, process and/or receive transnational data that is critical to our operations, including data relating to users, customers, or partners outside Canada.

Furthermore, the uncertain and shifting regulatory environment and trust climate may cause concerns regarding data privacy and may cause our customers or our customers’ customers to resist providing the data necessary to allow our customers to use our services effectively. Even the perception that the privacy of personal information is not satisfactorily protected or does not meet regulatory requirements could inhibit sales of our services or technology.

Any failure or perceived failure by us to comply with federal, state or foreign laws or regulations, industry standards, contractual obligations or other legal obligations, or any actual or suspected security incident, whether or not resulting in unauthorized access to, or acquisition, release or transfer of personal data or other data, may result in governmental enforcement actions and prosecutions, private litigation, fines and penalties or adverse publicity and could cause our customers to lose trust in us, which could have an adverse effect on our reputation and business. Any inability to adequately address privacy and security concerns, even if unfounded, or comply with applicable laws, regulations, policies, industry standards, contractual obligations or other legal obligations could result in additional cost and liability to us, damage our reputation, inhibit sales and adversely affect our business.

Indemnification of our officers and directors may cause us to use corporate resources to the detriment of our shareholders.

Our Articles eliminate the personal liability of our directors for monetary damages arising from a breach of their fiduciary duty as directors to the fullest extent permitted by British Columbia law. This limitation does not affect the availability of equitable remedies, such as injunctive relief or rescission.

Under British Columbia law, we may indemnify our directors or officers or other persons who were, are or are threatened to be made a named defendant or respondent in a proceeding because the person is or was our director, officer, employee or agent, if we determine that the person:

These persons may be indemnified against expenses, including attorneys’ fees, judgments, fines, excise taxes and amounts paid in settlement, actually and reasonably incurred by the person in connection with the proceeding. If the person is found liable to the corporation, no indemnification will be made unless the court in which the action was brought determines that the person is fairly and reasonably entitled to indemnity in an amount that the court will establish.

Resource Extraction companies are subject to numerous stringent laws, regulations and standards, including environmental protection laws and regulations. If any changes occur that would make these laws, regulations and standards more stringent, it may require capital outlays in excess of those anticipated or cause substantial delays, which would have a material adverse effect on our operations.

Resource extraction activities are subject to stringent environmental protection laws and regulations at the federal, state and local levels. These laws and regulations include but are not limited to, permitting and reclamation requirements, regulate emissions, water storage and discharges and disposal of hazardous wastes. Resource extraction activities are also subject to laws and regulations which seek to maintain health and safety standards by regulating the design and use of resource extraction methods. Various permits from governmental and regulatory bodies are required for resource extraction activities to commence or continue, and no assurance can be provided that required permits will be received in a timely manner. Furthermore, environmental protection laws and regulations may become more stringent in the future, and compliance with such changes may require capital outlays in excess of those anticipated or cause substantial delays, which would have a material adverse effect on our operations.

While the very heart of our business—lithium extraction from resource-bearing sources—helps to address global climate change and reduce air pollution, the world’s focus on addressing climate change will require the Company to continue to conduct all of its operations in a manner that minimizes the use of resources, including the unnecessary use of energy resources, in order to continue to minimize air emissions at our facilities, which can also increase mine and facility, construction, development and operating costs. Regulatory and environmental standards may also change over time to address global climate change, which could further increase these costs. To the best of our knowledge, our operations are in compliance, in all material respects, with all applicable laws, regulations and standards.

We are also subject to corporate sustainability, corporate social responsibility, and environmental, social, and governance principles, which are integral to our operations but also present potential challenges. Compliance with evolving environmental, social, and governance expectations may necessitate increased reporting requirements, operational adjustments, and resource allocation, which could lead to higher administrative and operational costs. Additionally, failure to meet stakeholder expectations on sustainability and governance matters could adversely impact our reputation and ability to attract investment. These considerations highlight the potential financial and operational impacts associated with integrating environmental, social, and governance principles into our business.

Canada’s new modern slavery reporting legislation may adversely affect supply chains and the Company’s business and retention of key employees, directors, and officers.

The Fighting Against Forced Labor and Child Labor Supply Chains Act (the “FAFLCL”) received royal assent on May 11, 2023, and came into effect on January 1, 2024. The purposes of the FAFLCL is to implement Canada’s international commitment to combat forced labor and child labor by imposing reporting obligations on (i) government institutions producing, purchasing or distributing goods in Canada or elsewhere; and (ii) certain business entities producing goods in Canada or elsewhere or importing goods produced outside Canada. The FAFLCL imposes certain obligations on in-scope entities to report on, among other things, the steps taken during the previous financial year to prevent and reduce the risk of child labor or forced labor being used by them or in their supply chains. The FAFLCL gives significant investigative powers to persons designated by the minister and the minister has broad power to require an entity to take any measures that the minister considers necessary to ensure compliance.

Every person or entity that fails to comply with the FAFLCL (including by failing to prepare a report or make a report publicly available, by failing to assist in an investigation, by obstructing an investigation or by failing to comply with a corrective order), is guilty of an offence punishable on summary conviction and liable to a fine of not more than CAD$250,000. Every person or entity that knowingly makes any false or misleading information or knowingly provides false or misleading information to the minister or one of the minister’s designates is also guilty of an offence punishable on summary conviction and liable to a fine of not more than CAD$250,000.

The Company’s incorporation in British Columbia and operations in the United States, makes it subject to the provisions and obligations of the FAFLCL and the Company may inquire significant capital expenditures to ensure its ongoing compliance with the FAFLCL, as well as defending any potential claims that could arise in the future for a breach of the FAFLCL.

Risks Related to Intellectual Property

Patent terms may be inadequate to protect our competitive position on our core technology for an adequate amount of time.

Patents have a limited lifespan, and the protection patents afford is limited. In the United States, if all maintenance fees are timely paid, the natural expiration of a patent is generally 20 years from its earliest U.S. non-provisional filing date. Even if patents covering our core technology is obtained, once the patent life has expired, we may be subject to competition from competitive products and technologies. As a result, our patent portfolio may not provide us with sufficient rights to exclude others from commercializing DLE technology similar or identical to ours. In addition, although upon issuance in the United States a patent’s life can be increased based on certain delays caused by the USPTO, this increase can be reduced or eliminated based on certain delays caused by the patent applicant during patent prosecution. If we do not have sufficient patent life to protect our technologies, products, and product candidates, our business and results of operations will be adversely affected.

Intellectual property rights do not necessarily address all potential threats to our business.

While we seek broad coverage under our patents for the core technology of our MDLE Plant, there is always a risk that an alteration to the core technology or process for lithium extraction may provide sufficient basis for a competitor to avoid infringing our patent claims. In addition, patents, if granted, expire and we cannot provide any assurance that any potentially issued patents will adequately protect our products and technology. Once granted, patents may remain open to invalidity challenges including opposition, interference, re-examination, post-grant review, inter partes review, nullification or derivation action in court or before patent offices or similar proceedings for a given period after allowance or grant, during which time third parties can raise objections against such grant. In the course of such proceedings, which may continue for a protracted period of time, the patent owner may be compelled to limit the scope of the allowed or granted claims thus attacked or may lose the allowed or granted claims altogether.

In addition, the degree of future protection afforded by our intellectual property rights is uncertain because even granted intellectual property rights have limitations, and may not adequately protect our business, provide a lawful barrier to entry against our competitors or potential competitors or permit us to maintain our competitive advantage. Moreover, if a third party has intellectual property rights that cover the practice of our DLE processes or technologies, we may not be able to fully exercise or extract value from our intellectual property rights. The following examples are illustrative:

Should any of these events occur, they could have a material adverse effect on our business, financial condition, results of operations and prospects.

We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of their former employers or other third parties.

We do and may employ individuals who were previously employed at other material science companies, including our competitors or potential competitors. Although we try to ensure that our employees, consultants, and independent contractors do not use the proprietary information or know-how of others in their work for us, and we are not currently subject to any claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties, we may in the future be subject to such claims.

Litigation may be necessary to defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Such intellectual property rights could be awarded to a third party, and we could be required to obtain a license from such third party to commercialize our DLE process and MDLE Plant technology. Such a license may not be available on commercially reasonable terms or at all. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees and could result in customers seeking other sources for the DLE technology or processes or ceasing from doing business with us.

Our ability to obtain intellectual property protection for our technology is limited. If we cannot obtain intellectual property protection for our technology our business may be negatively impacted.

Our success depends, in part, on our ability to maintain or obtain and enforce patent and other intellectual property protections for our processes and technologies and to operate without infringing upon the proprietary rights of outside parties or having outside parties circumvent the rights we own or license. We have applications and registrations in the United States and other jurisdictions, and we expect to seek additional patents and registrations in the future.

Patents provide some degree of protection for intellectual property. However, patent protection involves complex legal and factual determinations and is therefore uncertain. We cannot be assured that our patents or patent applications will be valid or will issue over prior art. Additionally, we cannot be assured that the scope of any claims granted in any patent will be commercially useful or will provide adequate protection for the technology used currently or in the future. Moreover, we cannot be certain that the creators/conceptualizers of the core technology incorporated into our MDLE Plan were the first inventors of the DLE processes covered by our patents and patent applications or that they were the first to file. Accordingly, it cannot be assured that our patents will be valid or will afford protection against competitors with similar technology or processes. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our proprietary information. Monitoring unauthorized use of confidential information is difficult and we cannot be certain the steps taken to prevent unauthorized use of confidential information will be effective. In addition, the laws governing patent protection continue to evolve and are different from one country to another, all of which causes further uncertainty in the usefulness of a patent. In addition, issued patents or patents licensed to us may be successfully challenged, invalidated, circumvented or may be unenforceable so that our patent rights would not create an effective competitive barrier. We also rely upon unpatented proprietary manufacturing expertise, innovation and other trade secrets and know-how to develop and maintain our competitive position. In addition, our trade secrets and know-how may be improperly obtained by other means, such as a breach of our information technologies security systems or other theft.

Moreover, the laws of some countries may not protect our proprietary rights to the same extent, as do the laws of the United States. There are also countries in which we intend to sell or lease our technology, but have no patents or pending patent applications, or trademark registrations. Our ability to prevent others from making or selling duplicate or similar technologies will be impaired in those countries in which there is no intellectual property protection. If we are not able to adequately protect our intellectual property and proprietary technology, our competitive position, future business prospects and financial performance may be adversely affected. Unpatented trade secrets, technological innovation and confidential know-how are important to our success. Although protection is sought for proprietary information through confidentiality agreements and other appropriate means, these measures may not effectively prevent disclosure of proprietary information, may not provide meaningful protection for our trade secrets and proprietary manufacturing expertise, may not provide us with adequate remedies in the event of an unauthorized use or disclosure of our trade secrets or manufacturing expertise, and it cannot be assured that others will not independently develop the same or similar information or gain access to the same or similar information. In view of these factors, our intellectual property positions have a degree of uncertainty. Setbacks in these areas could negatively affect our ability to compete and materially and adversely affect our business, financial condition, and results of operations.

If we infringe the intellectual property rights of others, we may be required to cease operations related to infringement in some markets and our business may be negatively affected.

Our commercial success depends, in part, upon not infringing or violating intellectual property rights owned by others. The markets in which we intend to compete has participants that own, or claim to own, intellectual property. We cannot determine with certainty whether any existing outside-party patents, or the issuance of any new outside-party patents, would require us to alter our technologies, obtain licenses or cease certain activities.

We may in the future receive claims from outside parties asserting infringement and other related claims. Litigation may be necessary to determine the scope, enforceability, and validity of outside-party intellectual property rights or to protect, maintain and enforce our intellectual property rights. Some of our competitors have, or are affiliated with companies having, substantially greater resources, and these competitors may be able to sustain the costs of complex intellectual litigation to a greater degree and for longer periods than we can. Regardless of whether claims that it is infringing or violating patents or other intellectual property rights have any merit, those claims could:

If it is determined that we have infringed, violated or is infringing or violating a patent or the intellectual property right of any other person or if we are found liable in respect of any other related claim, then, in addition to being liable for potentially substantial damages, we may be prohibited from developing, using, distributing, selling or commercializing certain technologies unless it obtains a license from the holder of the patent or other intellectual property right. We cannot assure that we will be able to obtain any such license on a timely basis or on commercially favorable terms, or that any such licenses will be available, or that workarounds will be feasible and cost-efficient. If we do not obtain such a license or find a cost-efficient workaround, our business, operating results and financial condition may be materially affected, and we may be required to cease related business operations in some markets and restructure our business to focus on our continuing operations in other markets.

Risks Relating to Our Common Shares

This is not an initial public offering of stock to investors at large, and there is no guarantee that any of the Selling Shareholders will sell the Common Shares. Alternatively, if a large number of Common Shares are sold, the public price of our Common Shares on the TSX Venture Exchange and the OTC Pink will decrease.

This registration statement is being filed to offer liquidity to the Selling Shareholders, who are our existing security holders and security holders who have rights to the Common Stock underlying warrants previously issued to them in our previous financing rounds. This is not an initial public offering of stock to investors at large, and there is not a fixed number of securities available for sale. Each Selling Shareholder may offer, sell or distribute all or a portion of his, her or its Common Shares publicly or through private transactions at prevailing market prices on the TSXV or at negotiated prices, or choose not to sell any or part of the Common Shares at all. Given the Selling Shareholder’s discretion in this regard, a reader should not expect a guaranteed ability to purchase any of the Common Shares registered hereunder. We disclaim any responsibility for causing the Selling Shareholder to sell to any person reading this registration statement and offer no assurance as to how many Selling Shareholders will decide to sell their Common Shares. The reader should be advised that if, alternatively, a large number of Selling Shareholders sell their Common Shares or there is a public perception that a large number of Selling Shareholders may sell their Shares, the public price of our Common Shares on the TSX Venture Exchange or the OTC Pink may decrease in value.

Our Common Shares is currently thinly traded on the TSX Venture Exchange and on OTC Pink and the public price for our Common Shares is volatile. We can offer no assurance that an active trading market for our Common Shares will develop or that the public price of our Common Shares will become less volatile.

An active market for our shares of Common Shares may never develop. In the absence of an active public trading market, investors may not be able to liquidate their investments in our shares of Common Shares. An inactive market may also impair our ability to raise capital by selling our shares of Common Shares, our ability to motivate our employees through future equity incentive awards and our ability to acquire other companies, products or technologies by using our shares of Common Shares as consideration. We can offer no assurance that the public price of our Common Shares will cease to be volatile, as there are many factors which affect the public price which are beyond our control. These factors include, without limitation:

In addition, stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner often unrelated to the operating performance of those companies. In the past, shareholders have instituted securities class action litigation against companies following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and harm our business, results of operations and financial condition.

We are a “smaller reporting company” and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our Common Shares less attractive to investors.

We are a “smaller reporting company,” as defined in Rule 12b-2 under the U.S. Exchange Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, such as, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Our status as a smaller reporting company is determined on an annual basis. We cannot predict if investors will find our Common Shares less attractive or our Company less comparable to certain other public companies because we will rely on these exemptions. For example, if we do not adopt a new or revised accounting standard, our future financial results may not be as comparable to the financial results of certain other companies in our industry that adopted such standards. If some investors find our Common Shares less attractive as a result, there may be a less active trading market for our Common Shares and our stock price may be more volatile.

We are an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies could make our Common Shares less attractive to investors.

We are an “emerging growth company”. Under the Jumpstart Our Business Startups Act of 2012, or “JOBS Act,” emerging growth companies can take advantage of certain exemptions from various U.S. securities law reporting requirements that are applicable to other public companies (other than, in some cases, smaller reporting companies) including, without limitation, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the requirements of holding a non-binding advisory shareholder vote on executive compensation and golden parachute payments, exemption from the “pay versus performance” proxy disclosure requirements of Section 14(i) of the Exchange Act and from the pay ratio disclosure requirements of Section 953(b) of the Dodd-Frank Act and certain disclosure requirements of the Dodd-Frank Act relating to compensation of chief executive officers; exemption from the requirement of auditor attestation in the assessment of our internal control over financial reporting, and exemption from any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about our audit and the financial statements (auditor discussion and analysis). As a result of the foregoing, the information that we provide shareholders may be different than what is available with respect to other public companies (other than, in some cases, smaller reporting companies).

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the U.S. Securities Act for complying with new or revised accounting standards. We plan to elect to use the extended period for compliance and, as a result, our financial statements may not be comparable to companies that comply with public company effective dates.

Our operating results may fluctuate, which may cause volatility in the trading price of our Common Shares.

Our operating results may fluctuate in the future, which may cause volatility in the trading price for our Common Shares. Our net sales, expenses and operating results may vary significantly from year to year and quarter to quarter for several reasons, including, without limitation:

As a result of any of these factors, our consolidated results of operations may fluctuate significantly, which may in turn cause volatility in the trading price of our Common Shares.

As a pre-revenue company, we expect to fund our operations with equity offerings, including common shares and warrants, until we can generate sufficient cash from operations to support the business. In connection with these equity offerings, shareholders may experience immediate dilution and, as a result, our share price may decline.

As a pre-revenue company we expect to fund our operations with equity offerings, including common shares and warrants, until we can generate sufficient cash from operations to support the business. As a result, we expect that, from time-to-time, we will sell additional Common Shares at a discount from the existing trading price of our Common Shares. Consequently, our shareholders would experience immediate dilution upon the sale of any of our Common Shares at such discount. In addition, as opportunities present themselves, we may enter into financing or similar arrangements in the future, including the issuance of Common Shares, warrants and/or debt securities. If we issue Common Shares or securities convertible into Common Shares, our shareholders would experience additional dilution and, as a result, our share price may decline.

We have outstanding warrants and options. Conversions of these securities could result in substantial dilution of our Common Shares and may cause a decline in our market price. Our Board of Directors may seek to change the number of authorized shares in the future, may seek to adjust the number of shares issued or issuable upon the exercise of warrants, may choose to reduce the exercise price of any outstanding warrants and may choose to issue shares to acquire businesses or to provide additional financing in the future. The issuance of any such shares may result in a reduction of market price of the outstanding Common Shares. If we issue any such additional shares, such issuance will cause a reduction in the proportionate ownership of current shareholders.

Volatility in the price of our Common Shares may be caused by message board and social media influences and, as a result, our share price may decline.

There are many message boards, chat rooms, blogs, or written articles that are followed by our shareholders. Opinions regarding our Company are expressed on message boards that may or may not be factual in nature. We are not in a position to respond to or actively influence these news forums. Influencers can drastically affect the stock price based on little to no material information, and potentially could cause a collapse in the stock price that may not be recoverable by the Company.

Our Warrants are not currently traded and our Common Shares may become thinly traded and investors may be unable to sell at or near ask prices, or at all, and may lose some or all of their investment. A positive return in an investment in the Common Shares is not guaranteed.

We cannot predict the extent to which an active public market for trading our Common Shares will be sustained or if an active trading market for our Warrants will be developed. The trading volume of our Common Shares may be sporadically or “thinly-traded,” meaning that the number of persons interested in purchasing our Common Shares at or near bid prices at certain given times may be relatively small or non-existent. Furthermore, our Warrants are not currently traded and given there is no active trading for the Warrants, that may make it more difficult to sell the Warrants resulting in lack of liquidity. All of this, could consequently result in our Common Shares and Warrants being less attractive, causing our overall stock price to be more volatile.

This situation is attributable to a number of factors, including the fact that we are a small company, which is relatively unknown to stock analysts, stockbrokers, institutional investors and others in the investment community who generate or influence sales volumes. Even if we came to the attention of such persons, those persons may be reluctant to follow, purchase, or recommend the purchase of shares of an unproven company such as ours until such time as we become more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give any assurance that a broader or more active public trading market for our Common Shares will develop or be sustained.

Additionally, there is no guarantee that an investment in our Common Shares will earn any positive return in the short or long term. A purchase of our Common Shares involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in our Common Shares is appropriate only for investors who have the capacity to absorb a loss of some or all of their investment.

Volatility in the price of our Common Shares may cause our share price to decline and subject us to securities litigation.

The market for our Common Shares may be characterized by significant price volatility as compared to seasoned issuers, and we expect that our share price will be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. Should this occur or continue to occur, we may be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

If securities or industry analysts do not publish research or reports about our Company, or if they issue adverse or misleading opinions regarding us or our stock, our stock price and trading volume could decline.

Although we have only limited research coverage by securities and industry analysts, if coverage is not maintained, the market price for our stock may be adversely affected. Our stock price also may decline if any analyst who covers us issues an adverse or erroneous opinion regarding us, our business model, our intellectual property or our stock performance, or if our commercialization activities and operating results fail to meet analysts’ expectations. If analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline and possibly adversely affect our ability to engage in future financings.

The market price of the Common Shares is volatile and may not accurately reflect the long-term value of the Company.

Securities markets have a high level of price and volume volatility, and the market price of securities of many companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors included macroeconomic developments in North America and globally, and market perceptions of the attractiveness of particular industries. The price of the Common Shares is also likely to be significantly affected by changes in the financial condition or results of operations as reflected in our financial reports. If an active market for the Common Shares does not continue, the liquidity of an investor’s investment may be limited and the price of the Common Shares may decline below the price at which such Common Shares were purchased. If an active market does not continue, investors may lose their entire investment in the Common Shares. As a result of any of these factors, the market price of the Common Shares at any given point in time may not accurately reflect the long-term value of the Company.

Our Common Shares are considered a “penny stock,” and is thereby subject to additional sale and trading regulations that may make it more difficult to sell. Further, the market for penny stocks has suffered in recent years from patterns of fraud and abuse.

Our Common Shares are considered a “penny stock” as defined in Rule 3a51-1 promulgated by the SEC under the U.S. Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in penny stock not otherwise exempt from the rules, to deliver a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth (x) the basis on which the broker or dealer made the suitability determination and (y) the fact that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. So long as our Common Shares are subject to the penny stock rules, it may be more difficult to sell the Common Shares. Further, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include but are not limited to: (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

Techniques employed by short sellers may drive down the market price of the Common Shares.

Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale.

As it is in the short seller’s interest for the price of the security to decline, many short sellers publish, or arrange for the publication of, negative opinions regarding the relevant issuer and our prospects to create negative market momentum and generate profits for themselves after selling a security short. These short attacks have, in the past, led to selling of shares in the market.

It is not clear what effect such negative publicity could have on us. If we were to become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we could have to expend significant resources to investigate such allegations and/or defend ourselves.

While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality. Such a situation could be costly and time-consuming, and could distract our management from growing our business. Even if such allegations are ultimately proven to be groundless, allegations against us could severely impact our business, and any investment in the Common Shares could be greatly reduced or even rendered worthless.

USE OF PROCEEDS

We will not receive any proceeds from the sale of any of our Common Shares or warrants by the selling shareholders. We may receive proceeds from the cash exercise of the Warrants by the selling shareholders. We will pay certain expenses associated with the registration of the securities covered by this prospectus, as described in the section entitled “Plan of Distribution.”

DIVIDEND POLICY

Our Board of Directors has discretion as to whether we will pay dividends in the future, subject to restrictions under the Business Corporations Act (British Columbia) (the “BCBCA”) and our Articles. We have never declared or paid any cash dividends on our Common Shares. We intend to retain future earnings, if any, to finance the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination related to dividend policy will be made at the discretion of our Board of Directors after considering our financial condition, results of operations, capital requirements, business prospects and other factors our Board of Directors deems relevant, and subject to the restrictions contained in the BCBCA or any future credit facilities or other financing arrangements.

BUSINESS

Overview

We are an advanced technology and manufacturing company focused on environmentally responsible methods of extracting lithium compounds from brine. Although we intend to provide our technology and equipment to holders of resource properties such as oilfield brines, subsurface brine aquifers and industrial customers who have lithium rich brine by-products from their operations, we have not yet delivered our technology and equipment to customers and are therefore a pre-revenue company. We believe that our proprietary extraction process is sustainable, low cost and capable of producing high-quality commercial grade lithium products.

Market Opportunity

In recent years, the lithium-ion battery market has been the primary driver of the growth of lithium demand and is anticipated to continue to drive growth in the future according to a report by McKinsey & Company dated January 16, 2023. The proliferation of vehicle electrification has required a significant increase in the production of lithium-ion batteries, which is expected to drive lithium market growth over time. Moreover, pressure from regulators on automakers to reduce carbon dioxide emissions from vehicles has resulted in further demand for lithium-ion batteries in the automotive sector, as automakers shifted interest toward producing more EVs. However, recent market forecast for demand associated with the EV market, a primary market for lithium-ion batteries, has declined as the rate of sales growth for EVs has slowed. This has led to market perception that the lithium market is oversupplied and resulted in a dramatic decline in prices for lithium carbonate and lithium hydroxide, the primary lithium compounds used to produce lithium-ion batteries. We expect these market conditions to continue for the next year, which emphasizes the importance of being the low-cost lithium extraction technology.

Traditionally, lithium has been produced from either hard rock mining or solar evaporation ponds which each produce lithium with high environmental costs.

In response to the environmental costs of hard rock mining and the use of solar evaporation to extract lithium compounds, the industry has focused on developing direct lithium extraction (“DLE”) technologies. DLE technologies are focused on extracting the lithium compounds directly from the brine and allowing the brine to be re-injected back into the reservoir. While DLE technologies still require freshwater, the systems are designed to recycle the freshwater to reduce the environmental impact. The development of DLE technologies have focused on adsorption technologies, ion exchange, solvent extraction and membrane technologies. While each of these technologies have made advancements in the laboratory and small pilot scale projects, the only one project that has achieved commercial success was designed and overseen by our founder, Dr. Burba, based on the first generation of technology on which our technology is based.

Our Strategy

Our strategy is to continue to build upon the proprietary technology developed by Dr. Burba and develop and deploy DLE technologies that effectively extract lithium with a lower capital expenditure and operational costs, and leave a significantly smaller environmental footprint than our competitors and competing technologies. We believe that our strategy of employing advanced brine extraction technologies and methodologies for selective mineral extraction is less capital intensive and a more environmentally responsible approach compared to traditional lithium extraction processes of hard rock mining and solar evaporation. We believe that this approach is environmentally sustainable because our process does not deconstruct land structures as is the case from hard rock mining nor does it waste precious water as is the case in solar evaporation. Instead, our technology is designed to extract the desired metal salts from subsurface brine and typically re-injects the brine into the aquifer to maintain pressure after lithium extraction. Essential features of our growth strategy include:

Our Strengths and Competitive Advantage

We believe our patented MDLE Plant technology provides us the following competitive advantages as compared to other DLE technologies and other lithium extraction processes:

Our Technology

Our MDLE Plant is designed to process brine solutions to extract lithium chloride which can be further processed into lithium carbonate or lithium hydroxide and used for industrial purposes or as a battery component. The technology we employ in our MDLE Plant is a superior version of DLE technology which uses selective absorption to extract lithium and chloride ions, without using any acids or chemicals. The technology uses a set of proprietary extraction columns and selective absorption media to extract lithium, using steam created by liquid natural gas to heat the brine and a proprietary, crystal-like filter to remove impurities from fresh brine. Our control system efficiently minimizes brine impurities in the extraction process. Once saturated with lithium chloride, the columns are flushed with a water solution to recover the lithium chloride, and then the brine is reinjected into the ground leaving no harmful waste in the ground. It is then sent to a lithium carbonate plant for high purity lithium carbonate production. If the lithium carbonate plant is remote, we can evaporate the lithium chloride solution to about 35% lithium chloride for shipping and recover an additional 4% of our process water providing a 98% process water recycle.

Furthermore, our MDLE Plant is a component-driven system, which allows us to specially configure valves, pumps, and any other pieces to customize the plant to a customer’s requirements based on their needs. While traditional lithium extraction solutions take five to six years to construct, our MDLE Plant is built for flexibility and speed, which allows us to deploy the technology in the field in 18-24 months. Furthermore, the plants’ low capital and operating expenses enable a customer to achieve profitability faster than expected. We believe that this puts us in a favorable position to meet growing demand. The MDLE Plant is modular, which also allows potential customers to execute their lithium extraction plans in phases, which helps them manage risks and may shorten the time to market.

Our commercial scale demonstration project of our first MDLE Plant was constructed in Lake Charles, Louisiana. The purpose of this demonstration was to perform feasibility testing and provide a commercial scale demonstration to potential customers. This demonstration MDLE Plant was in place for a three-month period, and we are currently evaluating opportunities for reinstalling this fully-operational MDLE Plant with another industrial customer.

MDLE Plant Case Study

The following is a representative example of how our customer benefited from the MDLE Plant at their facility in Salt Lake City, Utah. As used in the case study, “mg/L” means milligrams per liter and “ppm” means parts per million. The case study represents how (i) the MDLE Plant’s selectivity feature enabled it to extract enough lithium to produce >25 tons of battery grade lithium carbonate (+99.9% purity) and an additional similar quantity for testing and analysis, (ii) the proprietary technology used its customization feature and adapted to the unique operating conditions at the customer’s job site to modify the plant’s original design and process brine with much higher lithium concentrations (~3000 to 5300 mg/L (ppm)) compared to what the MDLE Plant is originally designed to process (~300-1500 mg/L), and (iii) the agile and modular nature of the MDLE Plant took less than four weeks to move the 36 plant modules across 1,600 miles to the customer’s job site.

We are developing a second-generation module of the MDLE Plant technology which we expect will provide customers with the option to greatly increase the scale of the MDLE Plant’s capacity to process brine solutions and increase lithium chloride production.

Implementation

Although we are in the early commercialization stage of our business, we intend to enter into contracts with new customers that we aim to attract, which contracts may be based on a fixed fee model, a royalty model, a lease with option to purchase model, or a combination of these models. However, we have not yet entered into any contracts with customers. We plan to use the existing data from our case study to host large scale demonstrations of the workings of our MDLE Plant with the goal of receiving additional project opportunities and fabrication orders for additional MDLE Plants, while in parallel completing design and engineering work on the second-generation version of the MDLE Plant modules. The goal of the second-generation module is to have standard module sets that allow a customer to scale the configuration of the MDLE Plant to meet their site-specific requirements. For instance, the second-generation lithium extraction modules containing our proprietary absorbent are expected to have four times the production capacity of the first-generation modules, which would allow a customer to economically process significantly larger volumes of source brine. We intend to develop standard sets of modules for each phase of our MDLE Plant including pretreating filtration, heat exchangers, boilers, extraction columns, polishing module, reverse osmosis and concentration module. The introduction of the second-generation modules for the MDLE Plants would be complementary to our first-generation modules.

Research and Development

The industries and market segments in which we operate and plan to operate are subject to rapid technological developments, evolving industry standards, changes in customer requirements and competitive new products and features. As a result, we believe our success, in part, will depend on our ability to build and enhance our products in a timely and efficient manner and to develop and introduce new products that meet potential customers’ needs. To achieve these objectives, we plan to make research and development investments through activities such as (i) deploying artificial intelligence (AI) and machine learning techniques to automate our MDLE Plant technology which could help identify patterns and anomalies indicative of lithium rich deposits, drastically reducing the time and resources required for exploration and extraction, (ii) efficiently customizing column sizing to adapt the MDLE Plant to a customer’s requirements based on their needs and (iii) developing a quick-to-deploy demonstration set-up at customer sites, harnessing the modular feature of our MDLE Plant. However, as a pre-revenue company with a difficult path to the commercialization of a new technology, we are required to closely control resource utilization, there can be no assurance that we will be able to make the research and development investments to achieve these objectives.

Intellectual Property

We believe that our intellectual property, including our patents, trademarks, trade secrets, and other intellectual property are essential to our business operations, ability to compete, and market position. We own and actively manage a broad intellectual property portfolio, which covers and protects our technology, brands, and proprietary information. Specifically, we rely on a combination of patent, trademark, trade secrets, intellectual property licenses, and other intellectual property for the protection of the intellectual property used in our business.

Patents - We have filed patent applications for, and have obtained issued patents related to our core technologies. For example, our issued patents and pending patent applications cover our technologies including, but not limited to, various types of extraction apparatuses, mobile extraction arrays, lithium carbonate and lithium hydroxide preparations, ion extraction columns, silica fouling prevention technologies, sorbents for lithium extraction, and other related technologies. We have filed for patents in key jurisdictions including the United States, Argentina, Chile, Australia, Canada, Europe, and Hong Kong. We believe that our patent filings provide us with a competitive edge by protecting our proprietary technologies and preventing unauthorized use by competitors.

As of the date of this filing, we currently hold four issued patents and twenty-four pending patent applications. Additional patent filings related to our core technologies and related technologies are currently under consideration. We also commission freedom-to-operate searches and opinions and landscape analyses as it relates to our technologies. We continue to invest in research and development to expand the Company’s patent portfolio.

Trademarks - We own and have registered trademarks to protect our key brand name, brand acronym, logos, and slogans, including INTERNATIONAL BATTERY METALS, design logos for INTERNATIONAL BATTERY METALS, IBAT, our battery logo, ETHICAL LITHIUM PRODUCTION, and ETHICAL LITHIUM EXTRACTION. We have filed for trademarks in key jurisdictions including the United States, Chile and Canada. Our trademarks distinguish our products and services from competitors in the marketplace and are integral to our marketing and branding strategies. As of the date of this filing, we currently hold nine registered trademarks and fifteen pending trademark applications. Additional trademark filings related to our brands are currently under consideration.

Trade Secrets – We rely on trade secrets to protect certain aspects of our proprietary apparatuses, processes, formulas, compositions, and business strategies. For example, we rely on trade secrets relating to extraction apparatuses, extraction arrays, chemical preparations, extraction columns, fouling preventing technologies, sorbents, and other related technologies. Our trade secrets are safeguarded through the protective measures.

Know How - In addition to our portfolio of patents, trademarks, and trade secrets, we also possess valuable know how and proprietary technologies relating to our business operations. Our know how includes an accumulation of skills, processes, knowledge, and experience relating to the extraction of lithium and other metals, the processing of lithium and other metal-based salts, extraction apparatuses, extraction arrays, chemical preparations, extraction columns, fouling preventing technologies, sorbents, and other related technologies.

Licenses - In addition to marketing our MDLE Plan directly, we have entered into licensing agreements, as a licensor, to facilitate the deployment of our technology and to monetize our intellectual property portfolio. We currently have entered into exclusive licensing agreements with two entities that are controlled by one of our material shareholders with respect to potential sales in Chile and Argentina.

Customers

We are focused on marketing our technology to customers who have brine resources from existing chemical, mineral and metal production, and brine aquifer resource holders. These marketing efforts are focused, in the near term, on the western United States, the central United States area referred to as the Smackover formation, and Canada. In addition, we are working with our licensee to evaluate the opportunities in Argentina and Chile.

Sales and Marketing

We intend to initially enter into leases, licensing agreements and various joint venture agreements to continue to commercialize our proprietary technology and, over time, to sell lithium directly to customers who have brine resources from existing chemical, mineral and metal production, and brine aquifer resource holders in the U.S. and anticipate that we will subsequently sell our products to customers throughout North America, Asia and Europe. As we continue to commercialize our MDLE Plants, we expect to hire more sales and marketing professionals. We plan to hire sales engineers with deep technical expertise and background in process engineering to help us implement customer acquisition plans and provide technical support to our prospective customers.

Competition

There are several DLE technologies under development and being proposed and often associated with lithium brine mining companies. The primary reason for this focus is the increasing environmental concerns present in the traditional evaporation ponds being used today. The other reason is that new potential lithium brine deposits with very low concentration of lithium ions and existing in North America and elsewhere, do not have suitable locations for feasible traditional extraction operations.

Our proprietary DLE technology and patented MDLE Plant compete with other emerging companies with competing DLE technologies and more broadly in the mineral and mining industry with traditional mining companies extracting lithium from hard rock mines and evaporation ponds. We compete by providing advanced technology which will allow potential customers to extract lithium from brine with a high degree of purity, reliability and at the lowest costs, while prioritizing safety and environmental sustainability. The competition includes the ability to access capital, access to undeveloped resources, skilled personnel, access to equipment and materials, and potentially the ability to obtain required approvals from regulatory agencies. Many of our competitors, both emerging DLE companies as well as traditional mining companies who may expand their portfolio into DLE technology licensing services, have substantially greater access to capital than we do.

As we may derive a portion of our revenues from royalties based on the sale of lithium-based products under future arrangements with customers, we indirectly compete with large, well-capitalized and diversified mining and chemical companies in the highly competitive market for lithium compounds. The pricing and ability to contract for the sale of lithium compounds is determined by product quality, product diversity, reliability and quantity of supply and customer service. Furthermore, significant customers of lithium products, such as automotive original equipment manufacturers have invested in and have long-term contractual relationships with mining and chemical companies which may limit access to these customers.

Human Capital

Our ability to hire and retain talent is essential to our success. Our human capital objective is to hire and develop skilled personnel who have the technical knowhow capabilities and are able to further the Company’s vision.

As of the date of this prospectus, we had ten employees in the United States. In order to manage variable cash flows, we have relied on consultants and outsource services providers to perform the necessary administrative and operational functions. As we expand our business, we anticipate increasing our number of employees in the future.

Health and safety

The health and safety of our employees is an integral part of our core values.

Our employees, contractors, and visitors follow a comprehensive set of written health and safety policies and procedures at both the corporate and local site levels.

Workplace Practices and Policies – Diversity, Equity and Inclusion

We are a pre-revenue company with a more limited budget and a difficult path to the commercialization of a new technology that requires us to closely control resource utilization. This requires us to hire fewer personnel with specialized talent and technical knowhow to fill the small number of roles. We are an equal opportunity employer and seek to foster a diverse and inclusive corporate culture through our commitment to providing a workplace free of harassment, prejudice or discrimination.

We remain committed to building and sustaining an inclusive workforce that provides broad representation of the communities we serve. Currently, three out of our ten employees, including our CEO, are women.

Compensation and Benefits

We provide a competitive compensation and benefits package designed to attract and retain a skilled and diverse workforce.

Seasonality

Our operations are generally not impacted by seasonality.

Government Regulation

Our business is subject to a broad array of employee health and safety laws and regulations, including those under the Occupational Safety and Health Administration (“OSHA”). We also are subject to similar state laws and regulations as well as local laws and regulations for our non-U.S. operations. Compliance with these laws and regulations generally will be the responsibility of the customers for whom we deploy MDLE Plants, however the ability of our customers to comply with these laws and regulations will have a material effect on our business. We engage licensed third-party manufacturers to construct the components of our MDLE Plants in fully regulated and licensed workshops, and those third parties are required to comply with OSHA and other applicable health and safety laws and regulations in connection with these contracted activities.

The Foreign Corrupt Practices Act (“FCPA”) prohibits any U.S. individual or business from paying, offering, or authorizing payment or offering of anything of value, directly or indirectly, to any foreign official, political party or candidate for the purpose of influencing any act or decision of the foreign entity in order to assist the individual or business in obtaining or retaining business. The FCPA also obligates companies whose securities are listed in the United States to comply with accounting provisions requiring us to maintain books and records that accurately and fairly reflect all transactions of the corporation, including international subsidiaries, if any, and to devise and maintain an adequate system of internal accounting controls for international operations.

We are also subject to government regulation in the US, which may differ from state to state, and in non-U.S. jurisdictions in which we conduct our business. These jurisdictions may have different tax codes, environmental regulations, labor codes and legal frameworks, which add complexity to our compliance with these regulations. The requirements for compliance with these laws and regulations may be unclear or indeterminate and may involve significant costs, including additional capital expenditures or increased operating expenses, or require changes in business practice, in each case that could result in reduced profitability for our business. Our having to comply with these foreign laws or regulations may provide a competitive advantage to competitors who are not subject to comparable restrictions or prevent us from taking advantage of growth opportunities. Determination of noncompliance can result in penalties or sanctions that could also adversely impact our operating results and financial condition.

The Company’s incorporation in British Columbia and registration with the TSXV, also requires us to comply with anti-corruption, anti-bribery, and anti-money laundering laws in Canada, including the Criminal Code, the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), and other applicable laws that prohibit certain actions of the Company. In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment to companies convicted of violating anti-corruption, anti-bribery, or anti-money laundering laws. Measures that we have adopted to mitigate these risks are not always effective in ensuring that the Company, its employees, or third-party agents will comply strictly with such laws. Furthermore, a company may be found liable for violations by not only its employees, but also by its contractors and third-party agents. If we find ourselves subject to an enforcement action or is found to be in violation of such laws, this may result in significant penalties, fines and/or sanctions imposed on us, resulting in a material adverse effect on the Company’s reputation and results of its operations.

Environmental Regulation

We are subject to numerous foreign, federal, state and local environmental laws and regulations, including those governing the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes and the cleanup of contaminated properties. Ongoing compliance with such laws and regulations is an important consideration for us. Key aspects of our operations are subject to these laws and regulations. In addition, we incur substantial capital and operating costs in our efforts to comply with them.

Under certain circumstances, we may be responsible under our agreements with prospective customers to operate the MDLE Plant on behalf of our customers, which may subject us to potential liability for any non-compliance under applicable environmental laws. Our future customers may become subject to claims for personal injury and/or property damage relating to the release of such substances into the environment which in turn could impact us. The occurrence of disruptions, shutdowns or other material operating problems at our MDLE Plants installed at a customer’s site, due to any of these hazards may diminish our ability to meet our contractual obligations with those customers and achieve the desired production and output.

Availability of Reports and Other Information

Once the registration statement of which this prospectus forms a part is declared effective by the SEC, we will be required to file proxy statements, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K with the SEC. The SEC maintains an internet site, www.sec.gov, where these reports are available free of charge. We will also make these reports available free of charge on our website, https://www.ibatterymetals.com, under the heading “Investors.” The reference to our website does not constitute incorporation by reference of any information contained on that site.

Properties

We currently lease our principal corporate office located at 6100 Tennyson Parkway, Suite 240, Plano, Texas 75024. Our lease expires in August 2027. We have no other material properties.

Legal Proceedings

In the ordinary course of business, we may be subject to certain contingent liabilities with respect to existing or potential claims, lawsuits, and other proceedings, including those involving tax, social security, labor lawsuits and other matters.

On April 23, 2021, Ms. Christina Borgese and Mr. Marc Privitera, two former employees and member of board of directors of the Company, as well as shareholders of NAL, the entity with which we entered into the Share Exchange Agreement, filed claims against us in the United States District Court for the District of Colorado (“Court”), seeking specific performance and damages. The complaint alleges that we breached the executive employment agreements entered into with Ms. Borgese and Mr. Privitera by not permitting them to pursue external consulting opportunities and that we breached certain portions of the Share Exchange Agreement. On April 22, 2022, we filed a counterclaim against the plaintiffs and moved a motion for summary judgment denying the allegations in the complaint and stating that the allegations are without merit. On September 30, 2024, the Court granted our motion in large part, dismissing some of the plaintiff’s claims and directed us to jointly file with the plaintiffs a joint notice to the Court, identifying the precise claims, counterclaims and theories that remain in this action to be tried. On November 11, 2024, the plaintiffs and us filed such joint notice of claims identifying the remaining claims that are still in dispute. We intend to vigorously defend these claims.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements,” You should review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause our actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

We are an advanced technology and manufacturing company focused on environmentally responsible methods of extracting lithium compounds from brine. Although we intend to provide our technology and equipment to holders of resource properties such as oilfield brines, subsurface brine aquifers and industrial customers who have lithium rich brine by-products from their operations, we have not yet generated commercial revenue. We believe that our proprietary extraction process is sustainable, low cost and capable of producing high-quality commercial grade lithium products.

Our current operations consist of the development of the MDLE Plant, which can be rapidly deployed and assembled onsite at a customers’ property. The MDLE Plant is designed to process brine solutions to extract lithium chloride which can be further processed into lithium carbonate and used for industrial purposes or as a battery component. We constructed our first MDLE Plant in Lake Charles, Louisiana. We used this plant to perform feasibility testing and made it available for demonstration to potential customers.

On May 1, 2024, we entered into a lease agreement with US Magnesium, a producer of metals and minerals to produce lithium carbonate which was intended to be initially commercial scale demonstration project of our first MDLE Plant and if defined productions targets were achieved, a longer-term relationship. Pursuant to the lease agreement, we mobilized the first MDLE Plant to US Magnesium’s facility in Salt Lake City, Utah, and in June 2024, we completed commission of the MDLE Plant and US Magnesium assumed operational control of the MDLE Plant. In September 2024, US Magnesium suspended operations of the MDLE Plant at their site due to the low demand and market price of lithium and its impact on their desired profitability, prior to our achieving defined production targets. As a result, our lease agreement with US Magnesium was terminated without future obligations to either party and the MDLE Plant was decommissioned and relocated out of US Magnesium’s site to an offsite storage facility where we are actively marketing the MDLE Plant to potential customers.

We are currently in the preliminary stages of researching and developing the media and design for the Second Generation of MDLE Technology which we anticipate could provide customers with additional options for processing brine solutions and increasing lithium chloride production. The Company has recently purchased two larger diameter columns and currently conducting laboratory studies to determine the optimal process for utilizing these columns. The Company estimates that the cost for instrumentation and engineering related to the second-generation module of the MDLE Plant will be approximately $500,000 with an additional estimated $250,000 relating to the columns.

Components of the Statement of Operations

Revenue

We anticipate generating future revenues through a combination of technology licensing agreements, equipment rentals, participation in joint ventures or special purpose entities with resource developers and management fees for overseeing the construction and development of future lithium extraction facilities. Generally, a resource holder has access to brine resources from a subsurface brine aquifer, brines from produced water in connections with oilfield operations, geothermal brines or have a brine resulting as a byproduct of another commercial operation.

Operating Costs

We operate with a small number of corporate employees to oversee our operations and development with the primary functions including accounting, engineering, fabrication, laboratory, legal, and research being outsourced to third party service providers. This model has allowed us to continue to develop our business and scale the operations as we had funds available. We anticipate that we will add to both our corporate staff and field staff as we commence commercial operations and works to continue developing our technology. To date, we have not experienced any shortages of available employees or outsourced service providers.

Results of Operations

Three and Nine Months Ended December 31, 2024 as compared to Three and Nine Months Ended December 31, 2023

The operating results for the three months ended December 31, 2024, and December 31, 2023, are summarized as follows (in thousands):

The operating results for the nine months ended December 31, 2024, and December 31, 2023, are summarized as follows (in thousands):

Revenue

For the three months ended December 31, 2024 and during the three and nine months ended December 31, 2023, we did not generate any revenue from operations or incur any reimbursable costs. For the nine months ended December 31, 2024, we generated revenue associated with the incurring reimbursable costs during the start-up of the MDLE Plant.

Operating Cost

For the three and nine months ended December 31, 2024, we incurred operating costs consisting of the cost of providing onsite personnel, travel and housing costs, materials and supplies during the commissioning and start-up of the MDLE Plant and decommissioning of the MDLE Plant. In comparison, during the three and nine months ended December 31, 2023, we did not incur any operating costs.

Selling, General And Administrative Expenses

The major components of selling, general and administrative expenses for the three months ended December 31, 2024, and December 31, 2023, are as follows (in thousands):

The major components of selling, general and administrative expenses for the nine months ended December 31, 2024 and December 31, 2023, are as follows (in thousands):

Compensation expense for the three and nine months ended December 31, 2024 increased compared to the prior year period as we hired permanent employees to reduce the use of outside consultants.

Share-based compensation for the three months ended December 31, 2024 increased as compared to the prior year period as a result of the Company issuing equity compensation for the new permanent employees hired, including equity compensation to our new Chief Executive Officer which included equity awards that vested upon her start date. Share-based compensation for the nine months ended December 31, 2024 decreased as compared to the prior year period primarily as the result of the prior year option grant to the Board of Directors which vested immediately, offset by the increase in share-based compensation arising from the equity award to our new Chief Executive Officer that vested upon her start date.

Professional fees for the three months ended December 31, 2024 decreased compared to the prior year period as a result of the reduced use of consultants during the third quarter of 2024 and the absence of the accounting and other registration related fees as well as fees for private placements completed earlier in 2024. Professional fees for the nine months ended December 31, 2024 remained relatively flat year to year as we incurred additional accounting and auditing expense in order to prepare us for registering our Common Shares in the United States

Legal fees for the three months ended December 31, 2024 decreased as compared to the prior year period as we hired a general counsel who has taken on some of the legal work that was previously outsourced. Legal fees for the nine months ended December 31, 2024 increased as compared to the prior year period due to costs associated with preparations to register our Common Shares in the United States.

Engineering costs for the three and nine months ended December 31, 2024 decreased as compared to the prior year period as the engineering team during the 2024 periods were fully committed to start-up operations of the MDLE Plant which is included in operating costs.

Rent and miscellaneous office costs for the three and nine months ended December 31, 2024 increased compared to the prior year period due to our increased business activity level and the relocation of the Company’s United States headquarters from Houston, Texas to Plano, Texas.

Other expenses for the three and nine months ended December 31, 2024 increased as compared to the prior year period primarily due to an increase in business activity, recruitment fees and travel expenses for the management team.

Excess Fair Value of Warrants over Private Placement Proceeds

The Company estimated the fair value of warrants issued in the Company’s private placement of units closed on June 19, 2024 and recorded an expense of approximately $659,000 for excess of fair value of warrants over private placement proceeds. The Company did not have a similar transaction in the prior year period.

Changes in Fair Value of Warrant Liability

The Company values the outstanding warrant liabilities at each balance sheet date based on the Black-Scholes option pricing model. Any change in the fair value of the warrants is recognized as a change in fair value of warrant liability in the condensed consolidated statement of loss. During the three months ended December 31, 2024, the Company recognized a loss of approximately $7.6 million as compared to a gain of $2.1 million for the three months ended December 31, 2023, for the change in fair value of warrant liability during the period. The primary reason for the increase in the warrant liability valuation was the change in the Company’s stock price as compared to the prior period. During the nine months ended December 31, 2024 and 2023, the Company recognized a gain of approximately $7.9 million and $3.1 million, respectively for the change in fair value of warrant liability during the period. The primary reason for the decrease in the warrant liability valuation was the change in the Company’s stock price.

Year Ended March 31, 2024 as compared to March 31, 2023

The operating results for the fiscal years ended March 31, 2024, and March 31, 2023, are summarized as follows (in thousands):

Revenue

For the fiscal years ended March 31, 2024, and March 31, 2023, we did not generate any revenue from operations. Our primary focus for these two fiscal years was marketing the MDLE Plant and the Company’s technology to potential customers and maintaining the corporate office.

Selling, General and Administrative Expenses

The major components of selling, general and administrative expenses for the fiscal years ended March 31, 2024, and March 31, 2023, are as follows (in thousands):

For the fiscal years ended March 31, 2024, and March 31, 2023, we focused our efforts on marketing the MDLE Plant and our technology to potential customers and maintaining the corporate office. We maintained limited number of employees and outsourced several functions to manage costs.

Compensation expense for the fiscal year ended March 31, 2024 increased compared to the prior year period primarily due to increase in the permanent employee headcount during the year including onboarding our Chief Financial Officer and a Co-Chief Executive Officer. The Chief Financial Officer replaced an Interim Chief Financial Officer who was a consultant and whose costs were included in professional fees and the Co-Chief Executive Officer was a new position.

Share-based compensation for the fiscal year ended March 31, 2024 increased compared to the prior year period primarily due to the increase in permanent employee headcount at corporate during the year.

Professional fees for the fiscal year ended March 31, 2024 increased compared to the prior year period due to an increase in business activity which resulted in increased accounting related expenses of approximately $249,000 partially offset by a decrease of $168,000 for marketing and investor relations activities and a decrease of $17,000 of general professional fees.

Legal fees for the fiscal year ended March 31, 2024 increased compared to the prior year period primarily due to an increase of approximately $521,000 general legal fees associated patents, contracts, proposal preparation, and financings and an increase of approximately $297,000 related to the Company’s outstanding litigation.

Engineering costs for the fiscal year ended March 31, 2024 increased compared to the prior year period primarily due to a general increase in business activity and specifically the development of a mobilization and site-specific integration plan during negotiations with our customer for the MDLE Contract.

Rent and miscellaneous office costs for the fiscal year ended March 31, 2024 decreased compared to the prior year period because we were able to reduce the lodging costs at the corporate office and the fabrication facility in Louisiana by hiring permanent employees who are local to the worksites.

Other expenses were relatively stable for the fiscal year ended March 31, 2024 as compared to fiscal year ended March 31, 2023.

Liquidity and Capital Resources

As of fiscal year, ended March 31, 2024, we had an accumulated deficit of approximately $36.1 million and a working capital deficit of approximately $1.1 million. As of December 31, 2024, the Company’s had an accumulated deficit of approximately $41.4 million. However, the Company had working capital of approximately $6.5 million, primarily due to raising additional cash in two private placements totaling approximately $16.8 million during the nine months ended December 31, 2024.

On February 28, 2025, the Company entered into a letter agreement (the “2025 Letter Agreement”) with EV Metals VII LLC (“EV Metals”), a company controlled by Jacob Warnock, a director of the Company, agreeing to the principal terms and conditions upon which EV Metals, directly or through one or more of its subsidiaries or affiliates, could complete one or more transactions to purchase up to $15.0 million of units (the “2025 Offering”), which each unit (the “2025 Units”) consisting of one Common Share of stock and one warrant to purchase a Common Share. On March 2, 2025, two entities controlled by EV Metals, EV Metals 7 LLC and EV Metals VI LLC, entered into binding subscription agreements for the purchase of a portion of the 2025 Offering. The first closing of the 2025 Offering occurred on March 31, 2025 for gross proceeds of $7.55 million and the second closing of the 2025 Offering occurred on April 11, 2025 for gross proceeds of $679,000. In connection with the two closings, EV Metals 7 LLC and EV Metals VI LLC acquired a total of 27,739,348 and 690,979 2025 Units, respectively. The pricing of the 2025 Units was CAD $0.4168 per share (USD$0.2894 per share), which was based on the five-day trading average of the Common Shares on the TSXV, less a discount of 20% (the maximum allowable discount permitted by the rules of the TSXV).

The warrants included in the 2025 Units will have a term of four years from date of issuance and will entitle the holders to purchase a Common Share at an exercise price equal to the closing price of the Common Shares on the TSXV as of the date immediately preceding the date of the news release announcing the 2025 Offering or the closing of the applicable tranche of the 2025 Offering. In connection with the first and second closing of the 2025 Offering, the Company paid structuring fees of $411,450 to Mr. Warnock, a director and control person of EV Metals.

On March 31, 2025, the Company entered into an amendment (the “IRA Amendment”) to the investor rights agreement dated February 23, 2024 between the Company and EV Metals, which, among other things, previously granted EV Metals the right to appoint one director to the Company’s board of directors for as long as EV Metals and its affiliates maintained beneficial ownership of at least 5% of the issued and outstanding Common Shares and so long as the board of directors is comprised of five or less individuals. EV Metals initial nominee to the Company’s board of directors was Jacob Warnock. The IRA Amendment grants EV Metals the right to approve, in its sole discretion, the appointment of one additional individual to the Company’s board of directors so long as the board of directors is comprised of more than five individuals, provided that the additional appointee is independent of EV Metals and IBAT. Such nomination right will continue for as long as EV Metals and its affiliates maintain beneficial ownership of at least 5% of the issued and outstanding Common Shares.

Based on the completion of the first and second closings of the 2025 Offering, we currently believe that we have sufficient cash to meet our current financial commitments for the next twelve months. However, we continue to incur operating losses and negative cash flows and therefore will need to continue to rely on private placements to support the Company’s operations until we have entered into an agreement for the placement of our MDLE Plant. The Company has not made any adjustments to the carrying value of the Company’s assets or liabilities which would be necessary in the event that the Company is unable to continue as a going-concern.

Summary of Cash Flows

The cash flows for the fiscal years ended March 31, 2024, and March 31, 2023, are as follows (in thousands):

The cash flows for the nine months ended December 31, 2024, and December 31, 2023, are as follows (in thousands):

Operating Activities

Cash used in operating activities for the year ended March 31, 2024 decreased compared to prior year period because approximately $681,000 of operating expenses were paid for by issuing Common Shares partially offset by other cash flow timing differences. Cash used in operating activities for the nine months ended December 31, 2024 increased compared to prior year period primarily due to the start-up of operations of the MDLE Plant.

Investing Activities

Cash used in investing activities for the year ended March 31, 2024 decreased compared to prior year period because we primarily acquired additional equipment and made modifications to the MDLE Plant, for which, during the prior year ended March 31, 2023, we had incurred the cost of completing the initial construction of the MDLE Plant which was substantially completed in May 2022. Cash used in investing activities for the nine months ended December 31, 2024 decreased compared to prior year period because we purchased less equipment for upgrades to the MDLE Plant.

Financing Activities

Cash provided by financing activities for the year ended March 31, 2024 increased compared to prior year period, which consisted of approximately $8.9 million proceeds from private placements, $181,000 of proceeds from the exercise of warrants, and $112,000 from the exercise stock options. During the prior year ended March 31, 2023, we raised proceeds of $1.5 million for the proceeds of private placements and approximately $900,000 from the exercise of stock options. Cash provided by financing activities for the nine months ended December 31, 2024 increased because we raised approximately $16.7 million from private placements as compared to $7.2 million in the prior year period.

Summary of Recent Financings

On April 21, 2023, the Company completed a private placement financing (the, “April 2023 Placement”) with Encompass Capital Advisors LLC acting for certain fund entities and managed accounts for which Encompass Capital Advisors LLC exercises investment discretion (collectively “Encompass”), issuing 6,396,999 units for gross proceeds of $5.0 million. Each unit consisted of one Common Share and one share purchase warrant, with each warrant entitling the holder to purchase one additional Common Share for a period of two years from the date of issuance at an exercise price of CAD$1.21 per share. Encompass is an existing investor in the Company. The proceeds of the April 2023 Placement provided us with working capital to maintain our general and administrative expenses and perform maintenance operations on the MDLE Plant while we continued our marketing efforts.

On December 8, 2023 and December 29, 2023, we completed two private placements (collectively, the “December Placements”) consisting of 1,629,838 units and 2,694,804 units, respectively, generating gross proceeds of approximately $840,000 and $1.4 million respectively. Each unit consisted of a Common Share and a two-year warrant to purchase a Common Share for CAD$0.82. The participants in the December Placements were members of management and individual private investors. The proceeds of the December Placements were used for general working capital purposes.

On February 11, 2024, the Company entered into a letter agreement (the, “Letter Agreement”), as amended, with EV Metals agreeing to the principal terms and conditions upon which EV Metals, directly or through one or more of its subsidiaries or affiliates, could complete one or more transactions to purchase up to $20.0 million of units, which each unit consisting of one Common Share and one Common Share purchase warrant, with each warrant entitling the holder to purchase one additional Common Share for a period of two years from the date of issuance at an exercise price of $1.00. EV Metals is controlled by Jacob Warnock, one of the Company’s current directors. This financing agreement was completed after the Company signed the January 10, 2024 term sheet with US Magnesium for the MDLE Plant. This financing allowed the Company to operate, mobilize the MDLE Plant to US Magnesium’s site. The initial closing of the financing under the Letter Agreement was completed on February 29, 2024, with the Company issuing 2,704,400 units to EV Metals for proceeds of approximately $2.0 million.

On May 6, 2024, the Company completed a further private placement with EV Metals and Encompass, issuing 7,924,157 units and 10,717,977 units, respectively, for a total of 18,642,134 units and total proceeds of approximately $10.4 million. Each unit consisted of one Common Share and one Common Share purchase warrant, with each warrant entitling the holder to purchase on additional Common Share for a period of two years from the date of issuance at an exercise price of CAD$0.9579. The Company agreed to pay EV Metals a structuring fee of approximately $322,000 which was paid by issuing an additional 574,840 Common Shares and agreed to cover certain cost incurred in connection with the private placement by Encompass, which was paid by issuing an additional 80,385 Common Shares.

On June 19, 2024, the Company completed another further private placement with EV Metals and Encompass, issuing 8,478,246 units and 3,000,000 units, respectively, for a total of 11,478,246 units and total proceeds of approximately $6.4 million. Each unit consisted of one Common Share and one Common Share purchase warrant with each warrant entitling the holder to purchase on additional Common Share for a period of two years from the date of issuance at an exercise price of CAD$0.9579. The Company paid Jacob Warnock, a director of the Company and control person of EV Metals, a structuring fee of approximately $238,000 which was paid by issuing an additional 423,912 Common Shares and agreed to cover certain cost incurred in connection with the private placement by the Encompass, which was paid in cash totaling $45,000.

On February 28, 2025, the Company entered into the 2025 Letter Agreement with EV Metals, a company controlled by Jacob Warnock, a director of the Company, agreeing to the principal terms and conditions upon which EV Metals, directly or through one or more of its subsidiaries or affiliates, could complete one or more transactions to purchase up to $15.0 million of 2025 Units. The 2025 Units consist of one Common Share of stock and one warrant to purchase a Common Share. On March 2, 2025, two entities controlled by EV Metals, EV Metals 7 LLC and EV Metals VI LLC, entered into binding subscription agreements for the purchase of a portion of the 2025 Offering. The first closing of the 2025 Offering occurred on March 31, 2025 for gross proceeds of $7.55 million and the second closing of the 2025 Offering occurred on April 11, 2025 for gross proceeds of $679,000. In connection with the two closings, EV Metals 7 LLC and EV Metals VI LLC acquired a total of 27,739,348 and 690,979 2025 Units, respectively. The pricing of the 2025 Units was CAD $0.4168 per share (USD$0.2894 per share), which was based on the five-day trading average of the Common Shares on the TSXV, less a discount of 20% (the maximum allowable discount permitted by the rules of the TSXV). In connection with the first and second closing of the 2025 Offering, the Company paid Mr. Warnock, a director of the Company and control person of EV Metals aggregate structuring fees of $411,450. Proceeds from the offering will be used for general working capital purposes,

The warrants included in the 2025 Units will have a term of four years from date of issuance and will entitle the holders to purchase a Common Share at an exercise price equal to the closing price of the Common Shares on the TSXV as of the date immediately preceding the date of the news release announcing the 2025 Offering or the closing of the applicable tranche of the 2025 Offering.

Critical Accounting Estimates

The preparation of the Company’s consolidated financial statements in conformity with United States Generally Accepted Accounting Practice (“US GAAP”) requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the consolidated financial statements and reported amounts of income and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates.

Judgement, estimates and assumptions where there is significant risk of material adjustments to assets and liabilities in future accounting periods are outlined below:

We have determined that intangible asset costs incurred which were capitalized have future economic benefits and will be economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefits including anticipated cash flows and estimated economic life. The amortization expense related to intangible assets is determined using estimates relating to the useful life of the intangible asset.

The functional currency for us and our subsidiaries is the currency of the primary economic environment in which the entity operates. Determination of the functional currency involves certain judgments to determine the primary economic environment and we reconsiders the functional currency of our entities if there is a change in events and conditions which determined the primary economic environment. We have determined that our functional currency is the United States dollar.

The evaluation of the fair value of financial instruments, including the Company’s warrants and options to purchase Common Shares requires judgement in selecting the appropriate methodologies and models, and evaluating the ranges of assumptions and financial inputs to calculate estimates of fair value.

These consolidated financial statements have been prepared on a basis which assumes we will continue to operate for the foreseeable future and will be able to realize our assets and discharge our liabilities in the normal course of operations. In assessing whether this assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to, 12 months from the end of the reporting period. This assessment is based upon planned actions that may or may not occur for a number of reasons including the Company’s own resources and external market conditions.

Critical accounting policies are disclosed in the Company’s annual audited consolidated financial statements for the fiscal year ended March 31, 2024.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements and does not contemplate having them in the foreseeable future.

Financial Instruments and Other Instruments

The carrying values of cash, other receivable, trade payables and other liabilities and lease liability approximate their fair values because of the short-term maturity of these financial instruments. We have no exposure to asset backed commercial paper.

Accounting Policies

A detailed summary of all the Company’s significant accounting policies is included in Note 3 to the audited consolidated financial statements for the year ended March 31, 2024, found elsewhere in this prospectus.

New Accounting Standards Issued but Not Yet Effective

Certain new accounting standards and interpretations have been issued but are not mandatory for the current period and have not been early adopted. These new accounting standards include:

In December 2023, the Financial Accounting Standard Board (“FASB”) issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU enhances existing income tax disclosures to better assess how an entity’s operation and related tax risks, tax planning, and operational opportunities affect its tax rate and prospects for future cash flows. The ASU is effective for annual periods beginning after December 15, 2024. We are currently evaluating the effect the guidance will have on our consolidated financial statements.

MANAGEMENT

Director and Executive Officer Biographies

The following table sets forth our directors and executive officers as of the date of this prospectus and their respective positions.

Joseph A. Mills, Chief Executive Officer, Director

Mr. Mills joined us as Chief Executive Officer and member of the Board in April 2025. Mr. Mills has extensive experience in the oil & gas upstream, midstream and mineral businesses. Over his 40+ plus year career, Mr. Mills has closed numerous M&A transactions and has served as CEO of three public companies and two private exploration & production companies. He has held various leadership and board positions in private and public companies, including CEO, president, chairman of the board and audit committee chair. Mr. Mills is a graduate of the University of Houston with an MBA in Finance and the University of Texas with a BBA in Petroleum Land Management.

Michael Rutledge, Interim Chief Financial Officer

Mr. Rutledge joined us as our Interim Chief Financial Officer in March 2025. Mr. Rutledge, CPA, is a seasoned financial executive with extensive experience as chief financial officer of multiple publicly traded companies across various industries. He has a strong background in corporate finance, SEC reporting, and strategic growth initiatives, including IPOs and M&A.

Dr. John Burba, Chief Technology Officer and Chairman

Dr. Burba joined us in 2018 in connection with our acquisition of NAL and SAL which he founded in 2016. Dr. Burba served as our Chief Executive Officer from 2018 until December 2022, our Chief Technology Officer from 2018 through present and a member of our Board since 2018. In November 2024, Dr. Burba was appointed as Chairman of the Board. Dr. Burba is a physical chemist and has deep experience in lithium and other mineral extraction technologies and created the patents upon which our current technology is based. He has more than 40-years of experience working on a number of lithium brine projects in North and South America, notably with Dow Chemical Co., FMC Corp., and Chemtura Corp. Dr. Burba served as CEO of Simbol Materials, a company focused on the recovery of lithium from geothermal brines in Southern California from 2013 to 2016. Under his leadership, Simbol Materials successfully developed a proprietary process capable of producing low-cost, high-purity lithium products from brines that were previously believed to be too high in contaminants to be economically processed. Prior to that, Dr. Burba served as Chief Technology Officer and Executive Vice President of Molycorp Inc. since December 2009, where he was instrumental in identifying and developing numerous rare earths technologies as part for the Project Phoenix re-development of the Mountain Pass facilities. Dr. Burba received a Bachelor of Science in Chemistry and completed doctoral studies in Physical Chemistry at Baylor University.

Dr. Burba brings to the Board his vast expertise and experience in our technology and industry.

Norma Garcia, General Counsel and Corporate Secretary

Ms. Garcia joined us as General Counsel, Corporate Secretary in November 2024. From August 2022 to October 2024, Ms. Garcia served as General Counsel, Corporate Secretary and Chief Human Resource Officer with Stryve Foods. Ms. Garcia previously served as Vice President - Assistant General Counsel & Chief Diversity Officer for Rent-A-Center from September 2011 through June 2022 providing leadership and oversight to their Risk Management & Safety department and supported operations with human resources and legal matters in Puerto Rico. She led the Rent-A-Center’s diversity and inclusion initiatives and is the co-founder of Rent-A-Center’s Women’s Leadership mentoring circles and the company’s Women’s Leadership Program. Before Rent-A-Center, Norma was Assistant General Counsel for Walmart. During her time at Walmart, she served in various roles of increasing responsibility to include oversight of compliance initiatives. class action litigation, employment litigation, real estate matters, and Puerto Rico labor and employment. Norma started her legal career as an Assistant District Attorney with the Collin County District Attorney’s Office in Texas where she served as Chief of Domestic Violence and tried numerous criminal jury trials. Ms. Garcia received her Juris Doctor degree from Oklahoma City University School of Law.

Jacob Warnock, Director

Mr. Warnock joined us as a director in February 2024 as the nominee of EV Metals in connection with the February 2024 financing transaction. Since 2020, Mr. Warnock has served as the Chief Executive Officer of Silver Creek Resources, LLC, a company specializing in mineral and royalty acquisitions of high-growth oil and gas rights within top-tier U.S. basins. As CEO, Mr. Warnock has overseen company operations and acquisitions in the Eagle Ford and Haynesville Shale. Mr. Warnock formerly served as the Managing Partner of Delago Resources, LLC, a Texas-based upstream oil and gas company primarily focused on the acquisition and development of oil and gas reserves, until 2019 when he was instrumental in the sale of the asset to Marathon Oil for $185 million. A serial entrepreneur, Mr. Warnock currently manages 18 companies and has over 20 years of experience establishing and overseeing numerous upstream oil and gas enterprises, along with multiple joint ventures across several US basins. Warnock graduated from Midwestern State University with a Bachelor of Science in Business Management.

Mr. Warnock brings to the Board expertise in leasing, curative, permitting, surface operations, facility construction, pipelines, negotiations and strategic exits.

James Schultz, Director

Mr. Schultz joined us as a director in October 2024. Mr. Schultz founded Open Prairie Ventures, Inc. in 1999, a private capital management company, and has served as its Chairman and Chief Executive Officer since 1999. He previously led and oversaw the management of four private equity funds with investments in innovative technologies spanning agriculture, advanced materials, medical devices, and information systems. Mr. Schultz also served in newly elected State of Illinois Governor Bruce Rauner’s cabinet as the Director of the Illinois Department of Commerce and Economic Opportunity. Currently, Mr. Schultz chairs the Prime Banc Corporation/Dieterich Bank Board’s Audit Committee and Asset/Liability Management Committee along with serving on the Loan Committee. He earned his MBA in Finance and Entrepreneurship from the Kellogg School of Management at Northwestern University, a Juris Doctor Degree from DePaul University College of Law, and a Bachelor of Business Administration from Southern Methodist University.

Mr. Schultz brings to the Board expertise in advanced materials, semiconductor, software development, e-commerce, construction, financial services and information technology.

Keith Solar, Director

Mr. Solar joined us as a director in November 2024. Mr. Solar is a founding partner at Parks & Solar, LLP and has been a partner with them since June 2017. Mr. Solar currently represents IDE Americas, Inc. and served as special counsel to the City of Carlsbad from 2002 to 2024. In his role as special counsel, he assisted the city and the Carlsbad Municipal Water District in negotiating land use and water purchase agreements, respectively, for the Claude “Bud” Lewis Carlsbad Seawater Desalination Plant. From 2000 to 2006, Mr. Solar was general counsel to Basin Water, Inc., which became publicly traded on Nasdaq following its initial public offering in May 2006. From 2000 to 2009, Mr. Solar served as a member of the board of directors of Basin Water, Inc., including as chair of its compensation committee from 2006 to 2009 and as chair of its nominating and governance committee from 2007 to 2009. Mr. Solar has authored several published commentaries on water issues and is a lecturer at local and international water conferences and CLE programs. Mr. Solar earned his Juris Doctor, with highest distinction, from McGeorge School of Law, University of the Pacific. He is admitted to practice law in California, Texas and Tennessee.

Mr. Solar brings to the Board significant experience representing public and private clients regarding water rights and water-related issues, with particular emphasis in desalination and potable reuse.

John Souther, Director

Mr. Souther joined us as a director in November 2024. Mr. Souther has been with Carrier Corporation since 2019. In his current role as Chief Information Officer, Mr. Souther oversees the digital strategy for a $10 billion business portfolio, spearheading major technology initiatives such as ERP transformations and the expansion of IoT and connected solutions. His proven track record of leading cross-functional teams, making data-driven decisions, and delivering measurable business results has solidified his reputation as a strategic executive in the digital transformation space. Mr. Souther holds an MBA from Harvard Business School and a BA in Government from Harvard College.

Mr. Souther brings to the Board significant experience driving digital transformation and operational excellence across diverse industries — including industrials, retail, technology, and consumer packaged goods.

Corporate Governance

Board Size and Term

Our Articles of Incorporation provide that our Board of Directors shall consist of at least three directors and that each director shall hold office until the close of the next annual general meeting of our shareholders, or until his or her successor is duly elected or appointed, unless his or her office is earlier vacated. Our Board of Directors currently consists of five directors.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Director Independence

We evaluate whether our directors are “independent” in accordance with National Policy 58-201 - Corporate Governance Guidelines (“NP 58-201”) issued by the British Columbia Securities Commission (“BCSC”). NP 58-201 states that “a director is independent if he or she would be independent for the purposes of National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”) NI 58-101(2) states that “[i]n British Columbia, a director is independent if . . . a reasonable person with knowledge of all the relevant circumstances would conclude that the director is independent of management of the issuer and of any significant security holder . . . .” In addition, we evaluate whether our directors who serve on our Audit Committee meet the enhanced level of independence required for Audit Committee members in accordance with National Instrument 52-110 “Audit Committees” (“NI 52-110”). NI 52-110 provides under Section 1.4 “Meaning of Independence” that “(1) [a]n audit committee member is independent if he or she has no direct or indirect material relationship with the issuer.”

In determining whether a “material relationship” exists NI 52-110 provides certain situations where an individual is deemed to have a material relationship, which include but are not limited to:

Consistent with TSXV rules, our Board conducted its annual review of director independence. During the review, our Board considered relationships and transactions since incorporation between each director or any member of her immediate family, on the one hand, and us on the other hand. The purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent. Our Board of Directors has determined that each of our directors (i.e., James Schultz, Keith Solar, and John Souther), other than Dr. John Burba and Mr. Jacob Warnock, are considered to be “independent” in accordance with NI 58-101.

Related Party Transactions

The Board has adopted a written related party transactions policy, which is administered by the Audit Committee. This policy applies to any transaction or series of related transactions involving a related party and the Company or any subsidiary. However, under U.S. securities laws, the Company may not make any loan or other extension of credit to any of its directors or executive officers.

For purposes of the policy, “related party” consist of executive officers, directors, director nominees, any shareholder beneficially owning more than five percent of any class of our voting securities, and immediate family members of any such persons. In reviewing related party transactions or potential conflict of interest, the Audit Committee will be provided with written materials when appropriate and will consider all relevant facts and circumstances, including without limitation the commercial reasonableness of the terms, the benefit and perceived benefit, or lack thereof, to the Company, opportunity costs of alternate transactions, the materiality and character of the Related Party’s direct or indirect interest, and the actual or apparent conflict of interest of the Related Party. If the Audit Committee determines that the potential conflict of interest issues and other circumstances warrant, the Audit Committee shall consider recommending to the Board that the proposed transaction be approved by the independent directors.

No member of the Audit Committee may participate in any discussion, consideration, approval or ratification of a proposed related party transaction for which he or she or any of his or her immediate family members is the related party. All related party transactions will be disclosed in filings as required under applicable securities laws.

Board Committees

Audit Committee

The Audit Committee of the Board consists of three members, John Souther, James Schultz and Keith Solar, with Mr. Schultz being the Chairman of the Audit Committee.

Our Board of Directors has determined that each of the Audit Committee members meets the heightened Audit Committee independence requirements under NI 52-110, and that James Schultz is considered an “audit committee financial expert,” as defined in applicable SEC regulations.

The Audit Committee is responsible for overseeing our financial reporting process on behalf of the Board, including overseeing the work of the independent auditors who report directly to the Audit Committee. The specific responsibilities of our Audit Committee, among others, include:

Our Board of Directors has adopted a written charter for our Audit Committee, which is available on our website at www.ibatterymetals.com.

Corporate Governance, Nominating & Compensation Committee

The Corporate Governance, Nominating and Compensation Committee (the “CGNC Committee”) consists of Keith Solar and Jacob Warnock, with Mr. Solar serving as Chairman of the CGNC Committee.

The CGNC Committee as appointed by the Board is designed to enable the Board to discharge its responsibilities and obligations with respect to:

Our Board of Directors has adopted a written charter for our CGNC Committee, which is available on our website at www.ibatterymetals.com.

Code of Conduct

We have adopted a written Code of Conduct which addresses issues including, but not limited to conflicts of interest, related party transactions, compliance with laws and regulations, protection and proper use of corporate opportunities, protection and proper use of corporate assets, confidentiality of corporate information, fair dealing with customers, suppliers, competitors and employees, insider trading, whistle blowing, and integrity of business records and financial disclosure. The Code of Conduct applies to all of our directors, officers and employees. Any waivers of the provisions of the Code of Conduct for our executive officers or directors must be approved by the Board of Directors and will be promptly disclosed.

EXECUTIVE COMPENSATION

As an emerging growth company under the JOBS Act, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies” as such term is defined in the rules promulgated under the Securities Act, which permit us to limit reporting of executive compensation to our principal executive officer and our two other most highly compensated executive officers.

The following table contains compensation data for our named executive officers for the fiscal year ended March 31, 2025. In this section, “Named Executive Officer” or “NEO” means the principal executive officer and each of the two most highly compensated executive officers, other than the principal executive officer, who were serving as executive officers for the year ended March 31, 2024 and whose total salary and bonus exceeds $100,000, as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an executive officer of us at March 31, 2025. For the 2025 fiscal year, our NEOs are as follows:

Iris Jancik served as the Chief Executive Officer from August 11, 2024 until April 11, 2025. Mr. Smith served as Chief Financial Officer from December 11, 2023 until March 6, 2025. Mr. Michel served as Co-Chief Executive Officer from December 11, 2023, and resigned from such role effective as of April 10, 2024. Mr. Flowers served as Chief Executive Officer from December 2, 2022, and served until August 20, 2024.

Summary Compensation Table

The following table sets forth all compensation paid to or earned by the NEOs for the last two fiscal years ended March 31, 2025 and March 31, 2024.

Summary Compensation Table

The following table sets forth all compensation paid to or earned by the NEOs for the last two fiscal years ended March 31, 2025 and March 31, 2024.

(4)       Ms. Jancik served as Chief Executive Officer from August 11, 2024, until April 11, 2025.

Agreements With NEOs

Iris Jancik, Former CEO

During her employment with us, the terms of Ms. Jancik’s employment was governed by an executive employment agreement entered into on August 6, 2024 (the “Jancik Employment Agreement”). Pursuant to the Jancik Employment Agreement, Ms. Jancik was entitled to (i) an annual base salary of $600,000 (subject to annual review by the CGNC Committee), (ii) a discretionary bonus to be determined by the Board and based on the Company’s financial performance and the Board’s assessment of Ms. Jancik’s individual performance, (iii) an award of 4,227,630 Restricted Share Units (“RSUs”) and (iv) Stock Options to purchase up to 2,113,814 Common Shares.

Under the Jancik Employment Agreement, in the event that Ms. Jancik’s employment is terminated by the Company for cause or if Ms. Jancik terminates her employment without good reason, Ms. Jancik is entitled to receive (i) accrued but unpaid base salary, bonus, expense reimbursement and other accrued benefits; (ii) reimbursement for unreimbursed business expenses properly incurred by Ms. Jancik; and (iv) such employee benefits (including equity compensation) to which Ms. Jancik may have been entitled under an applicable award agreement or benefit plan as of the termination date ((i) through (iv) collectively referred to as “Accrued Amounts”).

Under the Jancik Employment Agreement, in the event that Ms. Jancik’s employment is terminated by Ms. Jancik for good reason or by the Company without cause whether or not such termination follows a change of control of the Company, Ms. Jancik is entitled to (i) the Accrued Amounts, (ii) her then base salary for twelve months, to be paid in periodic installments, (iii) any unpaid bonus with respect to any calendar year preceding the year in which the termination occurs, plus a pro rata portion of her annual bonus as determined by the Board, (iv) reimbursement of premiums for health insurance continuation benefits for a period of 12 months following her termination and (v) acceleration of all vesting of RSUs and Stock Options with any performance-based vesting conditions applicable to the award being deemed met on the date of termination or date of the change in control.

On April 11, 2025, we entered into a Severance and General Release Agreement (the “Jancik Severance Agreement”) with Ms. Jancik. . Pursuant to the Jancik Severance Agreement, Ms. Jancik and the Company agreed that her employment would be terminated effective April 11, 2025 and that in connection with such termination she would be entitled to receive, in lieu of the amounts and benefits set forth in the Jancik Employment Agreement, (i) $800,000 to be paid in three periodic installments over a four-month period and (ii) continued health and medical benefits for a period of six months following the date of termination. In exchange, Ms. Jancik agreed to (i) forfeit all vested and unvested stock options and vested and unvested RSUs, (ii) provide a customary general release and waiver of any and all claims relating to her employment with Company, (iii) a twelve-month non-compete for anywhere in the United States and in all other countries where the Company operates through license of its intellectual property or otherwise and (iv) a twelve-month non-solicitation of any of the Company’s employees or independent contractors and any current, former or prospective customers of the Company with whom Ms. Jancik had contact with during her employment.

Garry Flowers, Former CEO

During his employment with us, the terms of Mr. Flowers’ employment were governed by an executive employment agreement entered into on July 1, 2022 (as amended on July 29, 2024, and further amended on July 31, 2024, the “Flowers Employment Agreement”). Pursuant to the Flowers Employment Agreement, Mr. Flowers’ was hired as our President, with a term commencing on July 1, 2022, and ending on July 1, 2024, which term was further extended until August 20, 2024, unless terminated earlier or extended by mutual consent of the parties. On December 2, 2022, Mr. Flowers’ was promoted to the role of Chief Executive Officer in succession of Dr. John Burba, which role terminated upon Mr. Flowers’ resignation on August 20, 2024. In accordance with his employment agreement, Mr. Flowers was entitled to (i) an annual base salary of $275,000 (subject to annual review by the CNGC Committee), (ii) an additional salary of $50,000 in periodic installments, (iii) a discretionary bonus up to the Board’s discretion, (iv) Stock Options to purchase up to 600,000 Common Shares, (v) 600,000 RSUs (which were converted to 220,902 Stock Options on September 29, 2023), (vi) a one-time bonus of $20,000 payable at the end of his employment term, and (vii) reimbursement of certain relocation expenses.

Under the Flowers Employment Agreement, in the event that Mr. Flowers’ employment was terminated by the Company for cause or if Mr. Flowers terminated his employment without good reason, Mr. Flowers was entitled to receive any Accrued Amounts to which he would have been entitled as of the termination date.

Under the Flowers Employment Agreement, in the event that Mr. Flowers’ employment was terminated by Mr. Flowers for good reason or by the Company without cause within two years following a change of control of the Company, Mr. Flowers was entitled to (i) the Accrued Amounts, (ii) a lump sum amount equal to Mr. Flowers’ then base salary for a period of six months and (iii) retain all RSUs and Stock Options granted pursuant to the Flowers Employment Agreement.

Under the Flowers Employment Agreement, in the event that Mr. Flowers’ employment was terminated by the Company without cause or by Mr. Flowers for good reason, Mr. Flowers was entitled to (i) the Accrued Amounts, (ii) his then base salary for six months, to be paid in periodic installments, (iii) a pro rata portion of his annual bonus as determined by the Board, (iv) reimbursement of premiums for health insurance continuation benefits for a period of 12 months following his termination and (v) acceleration of vesting of all RSUs and Stock Options granted pursuant to the Flowers Employment Agreement.

Mr. Flowers is subject to a 24-month non-compete covenant following termination of his employment anywhere in the United States and in all other countries where the Company operates through license of its intellectual property or otherwise, regardless of whether the termination is for cause or for any other reason. He is also subject to a 24-month non-solicitation covenant following termination of his employment, regardless of whether the termination is for cause or for any other reason.

Libor Michel, Former Co-CEO

During his employment with us, the terms of Mr. Michel’s employment were governed by an executive employment agreement entered into on December 11, 2023 (the “Michel Employment Agreement”). Pursuant to the Michel Employment Agreement, Mr. Michel was hired as our Co-Chief Executive Officer with a term commencing on December 11, 2023, for an indefinite term until terminated, which role terminated upon his resignation on April 10, 2024. In accordance with his employment agreement, Mr. Michel was entitled to (i) an annual base salary of $300,000 (subject to annual review by the CNGC Committee), (ii) discretionary bonus of up to 100% of his annual base salary, (iii) a one-time bonus of $150,000 payable on or before April 1, 2024 upon a specified capital raise by the Company, (iv) a signing bonus in the form of an equity grant of Common Shares with a value equal to $150,000, and (v) Stock Options to purchase up to 600,000 Common Shares.

Under the Michel Employment Agreement, in the event that Mr. Michel’s employment was terminated by the Company for cause or if Mr. Michel terminated his employment without good reason, Mr. Michel was entitled to receive any Accrued Amounts to which he would have been entitled as of the termination date.

Under the Michel Employment Agreement, in the event that Mr. Michel employment was terminated by Mr. Michel for good reason or by the Company without cause within two years following a change of control of the Company, Mr. Michel was entitled to (i) the Accrued Amounts, (ii) a lump sum amount equal to Mr. Michel’s then base salary for a period of 18 months and (iii) retain all RSUs and Stock Options granted pursuant to the Michel Employment Agreement.

Under the Michel Employment Agreement, in the event that Mr. Michel’s employment was terminated by the Company without cause or for good reason, Mr. Michel was entitled to (i) the Accrued Amounts, (ii) his then base salary for six months, to be paid in periodic installments, (iii) a pro rata portion of his annual bonus as determined by the Board, (iv) reimbursement of premiums for health insurance continuation benefits for a period of 12 months following his termination and (v) acceleration of vesting of all RSUs and Stock Options granted pursuant to the Michel Employment Agreement.

Mr. Michel was subject to a six-month non-compete covenant following termination of his employment anywhere in the United States and in all other countries where the Company operates through license of its intellectual property or otherwise, regardless of whether the termination was for cause or for any other reason. He was also subject to a six-month non-solicitation covenant following termination of his employment, regardless of whether the termination was for cause or for any other reason.

Dr. John Burba, Chief Technology Officer

On June 26, 2018, we entered into an executive employment agreement with Dr. John Burba. Pursuant to the employment agreement, Dr. Burba was hired as our Chief Executive Officer, with a term commencing on June 26, 2018, for an indefinite term unless terminated on account of his death, resignation or disability or terminated by us for cause or without cause (the “Dr. Burba Employment Agreement). Dr. Burba served as our Chief Executive Officer from June 26, 2018 and then assumed the role of Chief Technology Officer on July 26, 2023. In accordance with the Dr. Burba Employment Agreement, he is entitled to an annual base salary of $200,000 (subject to annual review by the CGNC Committee) and is eligible to participate in all benefit plans and programs made available by us for our employees, including participation in bonus and incentive compensation plans and programs established for officers and directors of the Company on terms determined by the Board.

Pursuant to the Dr. Burba Employment Agreement, in the event that Dr. Burba’s employment is terminated as a result of death, disability or for cause, he would be entitled to accrued salary, benefits and vacation, including the then unused accrued vacation (the “Dr. Burba Accrued Benefits”), up to and including the date of termination in a single lump sum within 30 days of such termination.

Pursuant to the Dr. Burba Employment Agreement, if the Company terminates Dr. Burba’s employment without cause or if Dr. Burba terminates his employment for good reason, and such termination does not occur within the 24-month period following a change of control, Dr. Burba will be entitled to: (i) the Dr. Burba Accrued Benefits in a single lump sum and (i) an amount equal to Dr. Burba’s target bonus amount.

Pursuant to the Dr. Burba Employment Agreement, if, during the 24-month period following a change of control, the Company terminates Dr. Burba’s employment without cause or Dr. Burba terminates his employment for good reason, Dr. Burba will be entitled to: (i) the Dr. Burba Accrued Benefits in a single lump sum within 30 days of such termination, (ii) a lump sum payment in an amount equal to his base salary at the time of such termination, payable in a lump sum, as well as continuation of his base salary for a period of one year following such termination, and (iv) a lump sum payment in an amount equal to two times his target bonus amount, payable in lump sum.

Dr. Burba is subject to a one-year non-compete covenant following termination of his employment anywhere in North America, Central America, South America, Asia and Australia, regardless of whether the termination is voluntary or involuntary. He is also subject to a one-year non-solicitation covenant following termination of his employment, regardless of whether the termination is voluntary or involuntary.

Douglas Smith, Former Chief Financial Officer

On December 11, 2023, we entered into an executive employment agreement with Mr. Douglas Smith (the “Smith Employment Agreement”). Pursuant to the Smith Employment Agreement, Mr. Smith was hired as our Chief Financial Officer, with a term commencing on December 11, 2023, for an indefinite term until terminated. In accordance with his employment agreement, Mr. Smith is entitled to (i) an annual base salary of $275,000 (subject to annual review by the CGNC Committee), (ii) a discretionary bonus of up to 100% of his annual base salary, and (iii) Stock Options to purchase up to 450,000 Common Shares.

Under the Smith Employment Agreement, in the event that Mr. Smith’s employment is terminated by the Company for cause or if Mr. Smith terminates his employment without good reason, Mr. Smith is entitled to receive any Accrued Amounts to which he would have been entitled as of the termination date. Under the Smith Employment Agreement, in the event that Mr. Smith’s employment is terminated by Mr. Smith for good reason or by the Company without cause within two years following a change of control of the Company, Mr. Smith is entitled to (i) the Accrued Amounts, (ii) a lump sum amount equal to Mr. Smith’s then base salary for a period of 18 months and (iii) retain all RSUs and Stock Options granted pursuant to the Smith Employment Agreement. Under the Smith Employment Agreement, in the event that Mr. Smith’s employment is terminated by the Company without cause or by Mr. Smith for good reason, Mr. Smith is entitled to (i) the Accrued Amounts, (ii) his then base salary for six months, to be paid in periodic installments, (iii) a pro rata portion of his annual bonus as determined by the Board, (iv) reimbursement of premiums for health insurance continuation benefits for a period of 12 months following his termination and (v) acceleration of all vesting of RSUs and Stock Options granted pursuant to the Smith Employment Agreement.

On March 4, 2025, we entered into a Severance and General Release Agreement (the “Smith Severance Agreement”) with Mr. Smith. Pursuant to the Smith Severance Agreement, Mr. Smith and the Company agreed that his employment would be terminated effective March 4, 2025 and that in connection with such termination he would be entitled to receive, in lieu of the amounts and benefits set forth in the Smith Employment Agreement, (i) $157,500 to be paid in periodic installments over a six-month period, (ii) continued health and medical benefits for a period of six months following the date of termination. In exchange, Mr. Smith agreed to (i) forfeit unvested stock options, (ii) agreed to a one-year post-termination expiration date for all vested Stock Options (ii) provided a customary general release and waiver of any and all claims relating to her employment with Company, (iii) a six-month non-compete for anywhere in the United States and in all other countries where the Company operates through license of its intellectual property or otherwise and (iv) a six-month non-solicitation of any of the Company’s employees or independent contractors and any current, former or prospective customers of the Company with whom Mr. Smith had contact with during his employment.

Offer Letter

Norma Garcia, General Counsel

On October 13, 2024, we entered into an offer letter with Ms. Garcia (the “Garcia Offer Letter”) pursuant to which Ms. Garcia is entitled to receive (i) an annual base salary of $265,000 which will increase to $300,000 following completion of 12 months of continuous employment, (ii) Stock Options to purchase up to 400,000 Common Shares (iii) an award of 100,000 RSUs and (iv) a discretionary performance bonus to be determined by the CEO and the Board.

Under the Garcia Offer Letter, in the event that Ms. Garcia’s employment is terminated by the Company without cause or by Ms. Garcia for good reason following a change in control event, Ms. Garcia will be entitled to (i) her then base salary for 12 months to be paid in periodic installments in accordance with the Company’s customary payroll, (ii) acceleration of vesting of all Stock Options granted to Ms. Garcia and (iii) a continuation of all medical, dental and retirement plans including 401k plan for a period of 12 months following her termination.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth outstanding equity awards for the NEOs as of the end of the fiscal year ended March 31, 2025.

The following is a summary of the material terms of the Stock Option Plan:

The following is a summary of the material terms of the Restricted Share Unit Plan (the “RSU Plan”):

DIRECTOR COMPENSATION

The form and amount of director compensation is reviewed annually and as deemed advisable by the Corporate Governance, Nominating and Compensation Committee (“CGNC Committee”), which shall make recommendations to the Board based on such review. The CGNC Committee reviews director compensation on an annual basis to ensure that we offer director compensation that is: (i) commensurate with the efforts we expect from existing Board members; (ii) competitive in the Company’s industry in order that we might attract the best possible candidates to assist we and its shareholders in a fiduciary capacity to maximize the opportunity presented by that growth; and (iii) aligned with shareholder interests as we grows. The Board retains the ultimate authority to determine the form and amount of director compensation.

The chart below outlines the Company’s current director compensation program for its non-employee directors:

In addition, each member of the Board of Directors is entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending Board meetings and meetings for any committee on which he or she serves.

The following table sets forth all compensation paid to or earned by each director during the fiscal year ended March 31, 2025, other than Dr. Burba whose compensation is set forth above in the Summary Compensation Table.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of the Common Shares as of April 14, 2025, for (i) each member of the Board of Directors, (ii) each NEO, (iii) each person known to us to be the beneficial owner of more than 5% of the Company’s securities and (iv) the members of the Board and the executive officers as a group.

The information regarding beneficial ownership of our Common Shares has been presented in accordance with the rules of the SEC. Under these rules, a person may be deemed to beneficially own any of our Common Shares as to which such person, directly or indirectly, has or shares voting power or investment power, and as to which such person has the right to acquire voting or investment power within 60 days through the exercise of any stock option or other right. The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing (1) (i) the number of shares beneficially owned by such person plus (ii) the number of shares as to which such person has the right to acquire voting or investment power within 60 days by (2) the total number of shares outstanding as of such date, plus any shares that such person has the right to acquire from us within 60 days. Including those shares in the tables does not, however, constitute an admission that the named shareholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all Common Shares listed as owned by that person or entity, subject to applicable community property laws.

Unless otherwise indicated, the address of each of the executive officers and directors named below is c/o International Battery Metals Ltd., 6100 Tennyson Parkway, Suite 240, Plano, Texas 75024.

* Represents less than 1% issued and outstanding Common Shares.

SELLING SHAREHOLDERS

The Common Shares and Warrants being offered by the selling shareholders are those previously sold to the selling shareholders pursuant to private placement transactions and are being registered pursuant to separate registration rights agreements entered into by and between us and each of the respective selling shareholders dated May 3, 2024 (the “Registration Rights Agreements”). For additional information regarding these Common Shares and Warrants, see “Certain Relationships and Related Party Transactions” in this prospectus. We are registering the Common Shares and Warrants in order to permit the selling shareholders to offer the Common Shares and Warrants for resale from time to time. Except for the ownership of these Common Shares and Warrants and for the transactions as described in the section “Certain Relationships and Related Party Transactions” in this prospectus, the selling shareholders have not had any material relationship with us within the past three years.

The table below lists the selling shareholders and other information regarding the beneficial ownership of Common Shares and Warrants by each of the selling shareholders being offered in this prospectus as of April 14, 2025. In accordance with the terms of the Registration Rights Agreements between us and the selling shareholders, this prospectus generally covers the resale of all Common Shares and Warrants held by the selling shareholders. For the purposes of the following table, we have assumed that the selling shareholders will have sold all of the Common Shares and Warrants covered by this prospectus upon the completion of this offering. However, the selling shareholders may sell all, some or none of their Common Shares or Warrants in this offering. See “Plan of Distribution.”