International Battery Metals Ltd 10-Q for FY2026 Q3
International Battery Metals Ltd. (IBATF)
About this 10-Q
International Battery Metals Ltd filed this 10-Q on February 25, 2026, covering the quarter ended December 31, 2025 (FY2026 Q3).
Headline figures
Quarter ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net income
- $754K
- compared with a net loss of $10.91M a year earlier
- Diluted EPS
- $0.00
- compared with -$0.04 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from XXXXXXXX XX, XXXX to XXXXXXXX XX, XXXX
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
British Columbia, |
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(State or Other Jurisdiction of |
(I.R.S. Employer |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of February 23, 2026, the registrant had
Table of Contents
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PART I. |
1 |
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Item 1. |
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2 |
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Condensed Consolidated Statements of Changes in Shareholders’ Equity |
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Notes to Unaudited Condensed Consolidated Financial Statements |
5 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
21 |
Item 3. |
29 |
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Item 4. |
30 |
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PART II. |
31 |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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i
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
International Battery Metals Ltd.
Condensed Consolidated Balance Sheets
As of December 31, 2025 and March 31, 2025
(In thousands)
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December 31, |
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March 31, |
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2025 |
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2025 |
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(Unaudited) |
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ASSETS |
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Current assets |
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Cash |
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$ |
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Accounts receivable |
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Inventory |
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Other current assets |
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Total current assets |
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Plant and Equipment, net |
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Intangible assets, net |
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Right of use asset |
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Total assets |
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$ |
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$ |
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Current liabilities |
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Accounts payable |
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$ |
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$ |
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Accrued liabilities |
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Obligation to issue shares, related party |
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Lease obligation, current |
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Total current liabilities |
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Warrant liability |
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Lease obligation, long-term |
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Total liabilities |
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Shareholders' equity |
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Share capital, |
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Accumulated deficit |
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Total shareholders' equity |
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Total liabilities and shareholders' equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
1
International Battery Metals Ltd.
Condensed Consolidated Statements of Income (Loss)(Unaudited)
For the Three and Nine Months Ended December 31, 2025 and 2024
(In thousands, except per share amounts)
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Three Months Ended December 31, |
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Nine Months Ended December 31, |
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2025 |
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2024 |
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2025 |
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2024 |
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REVENUE |
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Service |
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$ |
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$ |
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$ |
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$ |
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Reimbursable |
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Total Revenue |
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COST OF REVENUE |
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GROSS MARGIN |
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OPERATING COSTS AND EXPENSES |
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Operating costs, excluding depreciation |
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Selling, general and administrative expenses, excluding depreciation |
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Reimbursable expenses |
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Amortization of intangible assets |
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Depreciation |
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Operating loss |
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( |
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( |
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( |
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Excess fair value of warrants over private placement proceeds |
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Loss on warrants modification |
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Change in fair value of warrant liability |
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Other income |
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Net income (loss) before income tax provision |
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Net income (loss) |
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$ |
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$ |
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$ |
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$ |
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Net income (loss) and comprehensive (loss) income per share, basic |
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$ |
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$ |
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$ |
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$ |
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Net income (loss) and comprehensive income (loss) per share, diluted |
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$ |
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$ |
( |
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$ |
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$ |
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Weighted average shares outstanding, basic |
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Weighted average shares outstanding, diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
2
International Battery Metals Ltd.
Condensed Consolidated Statements of Cash Flows (Unaudited)
For the Nine Months Ended December 31, 2025 and 2024
(In thousands)
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Nine Months Ended December 31, |
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2025 |
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2024 |
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CASH USED IN OPERATING ACTIVITIES |
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Net income (loss) |
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$ |
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$ |
( |
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Adjustments to reconcile net income (loss) to cash used in operating activities: |
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Share-based compensation |
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Amortization of intangible assets |
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Depreciation |
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Excess of fair value of warrants over proceeds of private placement |
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Change in fair value of warrant liabilities |
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( |
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( |
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Loss on warrants modification |
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Changes in assets and liabilities: |
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Accounts receivable |
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( |
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( |
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Inventory |
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( |
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Prepaid expenses |
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( |
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Lease liability |
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Trade payables and other liabilities |
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( |
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( |
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Net cash used in operating activities |
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( |
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( |
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CASH USED IN INVESTING ACTIVITIES |
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Purchase of equipment |
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( |
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( |
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Net cash used in investing activities |
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( |
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( |
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CASH PROVIDED BY FINANCING ACTIVITIES |
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Proceeds from private placement of shares and warrants |
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Share issuance costs |
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( |
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Net cash provided by financing activities |
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Net change in cash |
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( |
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Beginning cash balance |
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Ending cash balance |
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$ |
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$ |
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Supplemental disclosures of non-cash transactions: |
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Share issuance costs included in trade payables and other liabilities |
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Shares issued for debt settlement |
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Value of common shares issued share issuance costs |
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Private placement proceeds allocated to warrant liability |
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Accounts receivable settled through share cancellation |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
International Battery Metals Ltd.
For the Three and Nine Months Ended December 31, 2025 and 2024
(In thousands)
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Total |
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Common |
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Share |
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Accumulated |
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Shareholders' |
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Shares |
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Capital |
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Deficit |
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Equity |
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Balance as of September 30, 2025 |
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$ |
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$ |
( |
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$ |
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Private placements of shares |
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- |
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Shares issued for restricted stock units |
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- |
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- |
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- |
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Shares issued for restricted stock awards |
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- |
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- |
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Share-based compensation |
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- |
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- |
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Share issuance costs |
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- |
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( |
) |
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- |
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( |
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Net income for the period |
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- |
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- |
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Balance as of December 31, 2025 |
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$ |
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$ |
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$ |
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Total |
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Common |
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Share |
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Accumulated |
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Shareholders' |
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Shares |
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Capital |
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Deficit |
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Equity |
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Balance as of March 31, 2025 |
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$ |
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$ |
( |
) |
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$ |
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Private placements of shares |
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- |
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Shares issued for restricted stock units |
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- |
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- |
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- |
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Shares issued for restricted stock awards |
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- |
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Shares cancelled |
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( |
) |
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( |
) |
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( |
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Share-based compensation |
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- |
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- |
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Share issuance costs |
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- |
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( |
) |
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- |
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( |
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Net income for the period |
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- |
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- |
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Balance as of December 31, 2025 |
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$ |
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$ |
( |
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$ |
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Total |
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Common |
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Share |
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Accumulated |
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Shareholders' |
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Shares |
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Capital |
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Deficit |
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Equity |
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Balance as of March 31, 2024 |
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$ |
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$ |
( |
) |
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$ |
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Private placements of shares |
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- |
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Shares issued for restricted stock units |
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- |
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Shares issued for bonus |
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- |
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Share-based compensation |
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- |
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- |
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Net loss for the period |
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- |
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- |
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( |
) |
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( |
) |
Balance as of December 31, 2024 |
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$ |
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$ |
( |
) |
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$ |
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Total |
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Common |
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Share |
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Accumulated |
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Shareholders' |
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Shares |
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Capital |
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Deficit |
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Equity |
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Balance as of September 30, 2024 |
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$ |
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$ |
( |
) |
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$ |
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Share-based compensation |
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- |
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- |
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Net loss for the period |
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- |
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- |
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( |
) |
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( |
) |
Balance as of December 31, 2024 |
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$ |
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$ |
( |
) |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
International Battery Metals Ltd.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
For the Three and Nine Months Ended December 31, 2025 and 2024
International Battery Metals Ltd. (the “Company”) was incorporated under the Business Corporations Act (British Columbia) on July 29, 2010. The Company trades on the TSX Venture Exchange in Canada under the stock symbol “IBAT”. The Company also trades on the Over-The-Counter Markets (“OTC”) in the United States of America under the stock symbol “IBATF”. The Company’s registered and records office is located at Royal Centre, Suite 1750 – 1055 W Georgia Street, Vancouver, BC V6E 3P3.
The Company is an advanced technology and manufacturing business focused on environmentally responsible methods of extracting lithium compounds from brine. The Company provides its 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. The Company’s proprietary extraction process is environmentally friendly, low cost and able to produce high-quality commercial grade lithium chloride products.
The Company’s current operations consist of the development of a modular direct lithium extraction plant (“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 (refined) into lithium carbonate and used for industrial purposes or as a battery component. The Company constructed the first demonstration MDLE Plant in Lake Charles, Louisiana where it performed feasibility testing and was made available for demonstration to potential customers. The Company is developing the next generation of our MDLE Plant technology which we anticipate could provide customers with additional options for processing brine solutions and increasing lithium chloride production.
On May 1, 2024, the Company entered into a lease agreement with US Magnesium LLC (“US Magnesium”), a producer of metals and minerals including the production of lithium carbonate (the “US Magnesium Lease”). Pursuant to the US Magnesium Lease, the Company mobilized it’s first MDLE Plant to US Magnesium’s facility in Salt Lake City, Utah for the integration of the MDLE Plant with US Magnesium’s existing facilities. The MDLE Plant was used to generate a lithium chloride eluent from a synthetic brine solution generated from prior magnesium production containing lithium in waste salts. The lithium chloride eluent was further processed in US Magnesium’s existing onsite carbonation facilities to produce a high-purity lithium carbonate. On September 25, 2024, due to the low demand and market price of lithium chloride and lithium carbonate and its impact on their desired profitability, US Magnesium decided to idle the MDLE Plant. The Company was not under any obligation to keep the MDLE Plant at the US Magnesium facilities if they are not operating. The Company subsequently moved its MDLE Plant away from the US Magnesium site to an offsite storage facility. Since that time, the Company has been actively marketing the MDLE Plant to potential customers.
Basis of Presentation and Principles of Consolidation
The Company’s consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. The consolidated financial statements include the results of the Company and its subsidiaries. A subsidiary is consolidated from the date upon which control is acquired by the Company and all intercompany transactions and balances have been eliminated.
Functional Currency
The Company has determined that the U.S. dollar is the functional currency for all the Company’s operations since the Company conducts the significant majority of its operations through its U.S subsidiary, IBAT USA, Inc., compensates all of it corporate officers and the board of directors in U.S. dollars and historically the majority of its expenditures are also denominated in U.S. dollars. The Company has maintained limited amounts of Canadian dollars to cover administration expenses associated with the Company’s registration in Canada. The Company has limited exposure to exchange rate fluctuations, and for the three months ended December 31, 2025, and 2024, the Company recognized net transaction losses of approximately $
5
Liquidity and Capital Resources
As of December 31, 2025, the Company had an accumulated deficit of approximately $
Our existing MDLE Plant was constructed with twelve absorption columns, which form the core of the direct lithium extraction process. In operation, brine flows continuously through these columns, where lithium and chloride ions are selectively captured utilizing IBAT's proprietary media located inside the absorption columns and subsequently eluted to produce a concentrated lithium chloride solution. Our MDLE Plant was designed for a specific deployment in the Lithium Triangle in South America which had lithium concentrations of roughly 1,800 ppm and therefore required lower flow rates, of approximately
On July 20, 2025, the Company entered into binding subscription agreements (“Encompass Subscription Agreements”) with Encompass Capital Advisors LLC ("Encompass"), acting for certain fund entities and managed accounts for which Encompass exercises investment discretion, for the purchase of up to
While the cash from the private placements is anticipated to support the Company’s operations, the Company continues to incur operating losses and negative cash flows. The Company has historically relied on raising funds through private placements of the Company’s common units and warrants and there is no assurance that the Company will be able to do so in the future or raise such funds at terms acceptable to the Company. Without additional funds, management believes there would be substantial doubt about the Company’s ability to meet its obligations as they come due over the next twelve months from the issuance date of the financial statements. However, with the working capital the Company has on hand and the proceeds from the private placement with EV Metals, which were received on February 23, 2026 (see Note 17), the Company has sufficient capital to alleviate the substantial doubt and the Company would continue as a going concern for at least twelve months from the date of the financial statements.
6
Cash
Cash consists of deposits with financial institutions.
Revenue
During the nine months ended December 31, 2025 the Company had three revenue transactions for preliminary brine testing. During the nine months ended December 31, 2024 the Company had revenue from reimbursable costs. During the three months ended December 31, 2025 the Company recorded revenue from one customer for preliminary brine testing. The Company had no revenue transactions for the three months ended December 31, 2024.
The Company follows the five steps approach for revenue recognition under Topic 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) we satisfy a performance obligation. Billings to customers for which services are not rendered are considered deferred revenue. The Company’s revenue is recognized when it satisfies a single performance obligation by transferring control of its products or providing services to a customer. The Company’s general payment terms are short-term in duration. The Company does not have significant financing components or payment terms.
Inventory
Inventories are carried at the lower of cost or net realizable value and primarily consist of spare parts for the MDLE Plant. The Company determines the costs for inventory using the weighted average cost method.
Plant and Equipment
Equipment is recorded at cost, less accumulated depreciation and impairment losses. The Company provides for depreciation over the expected useful life of the assets. No depreciation is recorded on assets prior to their initial commencement of operations. Costs include expenditures to acquire or construct an asset, including the preparation of an asset to commence operations, installation, commissioning, and certification costs. Subsequent costs are capitalized, either to the asset’s carrying amount or recognized as a separate asset when it is probable that the Company will derive future economic benefits, generally from extending the assets’ life or enhancing its’ productive capacity. The estimated useful lives of assets are reviewed by management and adjusted if necessary. Repair and maintenance costs are charged to profit or loss during the period they are incurred.
The Company substantially completed the construction of its first MDLE Plant in November 2021. As the MDLE Plant did not commence commercial operations, the Company did not initiate the recognition of depreciation on the MDLE Plant until June 19, 2024, when it was briefly placed into service at US Magnesium. Prior to commencement of operations, the Company utilized the MDLE Plant to perform feasibility studies and as a demonstration plant for potential customers. During these feasibility studies and demonstrations, based on the results, the Company continued to make enhancements to the MDLE Plant and capitalize the associated costs.
Fixed assets include tangible assets with useful lives that exceed one year and valued at historical cost-plus costs incurred to place that asset into service. Subsequent expenditures are only capitalized if it will increase the future economic benefit of the asset. Subsequent expenditures that do not increase the future economic benefit are recognized as profit and loss when incurred.
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• |
Computer equipment and furniture and fixtures |
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|
• |
Leasehold improvements |
|
|
• |
Plant |
Intangible Assets
Intangible assets include patented technology acquired by the Company and have finite useful lives measured at cost less accumulated amortization and any accumulated impairment losses. Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditures are recognized in profit or loss as incurred.
|
• |
Patents |
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• |
Intellectual property |
7
Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted, if appropriate.
Fair Value of Financial Instruments
The Company has classified fair value measurements of its financial instruments using a fair value hierarchy that reflects the significance of inputs used in making the measurements as follows:
The fair value of financial assets and financial liabilities at amortized cost is determined based on discounted cash flow analysis or using prices from observable current market transactions. The Company considers that the carrying amount of all its financial assets and financial liabilities recognized at amortized cost in the consolidated financial statements approximates their fair value due to the demand nature or short-term maturity of these instruments. Cash is measured using level 1 of the fair value hierarchy. Financial assets do not include amounts due from a government agency as it is a statutory (not contractual) obligation.
Leases
The Company assesses at the inception of a contract whether it contains a lease. A contract is classified as a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company recognizes a right-of-use asset and lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any indirect costs incurred. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined using the same criteria as those for property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses and adjusted for certain remeasurements of the lease liability, if any.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be determined, the Company’s incremental borrowing rate. The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, or changes in assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less and leases of low-value assets. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
Research and Development
Research costs are expensed in the period in which they are incurred. Development costs are expensed in the period in which they are incurred unless certain criteria, including technical feasibility, commercial feasibility, intent and ability to develop and use the technology, are met for capitalization and amortization.
Earnings (Loss) Per Share
Basic earnings (loss) per share is computed by dividing the net earnings (loss) attributable to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the weighted average number of common shares outstanding is adjusted for the number of shares that are potentially issuable in connection with stock options and warrants (if dilutive). The Company assumes that outstanding dilutive stock options and warrants were exercised and that the proceeds from such exercises (after adjustment of any unvested portion of stock options) were used to acquire Common Shares at the average market price during the reporting periods.
8
Shareholders’ Equity
Share issuance costs are recorded as a reduction of share capital when the related shares are issued. When shares and warrants are issued together as units the proceeds are allocated between common share and share purchase warrants on a pro-rata basis based on relative fair values at the date of issuance. The fair value of common shares is based on the market closing price on the date the units are issued and the fair value of share purchase warrants is determined using the Black-Scholes Option Pricing Model as of the date of issuance. When compensation options are issued to agents who refer investors to the Company, their fair value is determined using the Black-Scholes Option Pricing Model as of the date of issuance. The fair value of compensation options is recorded as a reduction of share capital as share issuance costs. When a warrant is exercised, forfeited or expires, the initial value recorded is reversed from reserves and credited to share capital.
Share-Based Payments
Share-based payments to employees are measured at the fair value of the instruments issued and recognized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued if it is determined the fair value of the goods or services cannot be reliably measured and are recorded at the date the goods or services are received. The fair value of options is determined using the Black-Scholes Option Pricing Model which incorporates vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the estimated number of equity instruments that will eventually vest. Over the vesting period, share-based payments are recorded as an operating expense and additional paid-in capital. When options are exercised, the consideration received is recorded as additional paid-in capital.
The Company grants RSUs to eligible directors, officers, employees, and consultants of the Company. The fair value of the estimated number of RSUs that will eventually vest, determined at the date of grant, is recognized as share-based payments expense over the vesting period, with a corresponding amount recorded as equity since the Company expects to settle the RSUs with common shares. The fair value of the RSUs is estimated using the market value of the underlying shares as well as assumptions related to the market and non-market conditions at the grant date.
Warrants
The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification. Warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the Company to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing variable number of shares. Warrants that require or may require the settlement in cash are accounted for as liabilities, irrespective of the likelihood of the transaction occurring that triggers the cash settlement feature. Liability classified warrants require fair value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the statements of operations. Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent to the issuance date.
Income Taxes
Current tax expense is based on the results for the year as adjusted for items that are not taxable or not deductible. Current tax is calculated using tax rates and laws that were enacted or substantively enacted at the end of the reporting period, adjusted for amendments if any, to tax payable from previous years. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. Provisions are established, where appropriate, on the basis of amounts expected to be paid to tax authorities. Deferred tax is calculated based on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on the tax rates that have been enacted or substantively enacted at the reporting date.
9
Impairment of Long-lived Assets
The Company performs impairment testing on long-lived assets, including property, plant, and equipment, and intangible assets with finite lives, in accordance with ASC 360, “Property, Plant, and Equipment.” Impairment testing is conducted whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Such events or changes in circumstances may include a significant decrease in the market price of a long-lived asset, a significant change in the extent or manner in which an asset is used, a significant change in legal factors or in the business climate, a significant deterioration in the amount of revenue or cash flows expected to be generated from a group of assets, a current expectation that, more likely than not a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life, or any other significant adverse change that would indicate that the carrying value of an asset or group of assets may not be recoverable. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable and the expected undiscounted future cash flows attributable to the asset group are less than the carrying amount of the asset group, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. To date, the Company has not recorded any impairment losses on long-lived assets.
Related Party Transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company did not have any outstanding payable balances with related parties on December 31, 2025.
Contingencies
Contingencies are assessed on an ongoing basis to evaluate the appropriateness of liabilities and disclosures for such contingencies. Liabilities for estimated loss contingencies when management believes a loss is probable and the amount of the probable loss can be reasonably estimated. Once established, the liabilities are adjusted to the carrying amount of a contingent liability upon the occurrence of a recognizable event when facts and circumstances change, altering previous assumptions with respect to the likelihood or amount of loss. Corresponding assets are recognized for those loss contingencies that are probable of being recovered through insurance. Legal costs are expensed as they are incurred, and with a corresponding asset for such legal costs expected to be recovered through insurance.
Segment Reporting
The Company adopted FASB (as defined below) Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures (Topic 280), as of March 31, 2025. This standard enhances segment disclosures by requiring additional information about significant segment expenses and other segment items on an annual and interim basis.
The Company operates as a operating and reportable segment because:
The Company does not currently generate product or service revenues and, therefore, does not have separate segment-level financial information. The adoption of ASU 2023-07 did not have a material impact on the Company’s financial statements or related disclosures, other than the inclusion of additional qualitative information related to its single reportable segment.
Accounting Standards Issued but Not Yet Effective
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, 2025. This ASU is applicable to the Company's fiscal year beginning April 1, 2026 and we are currently evaluating the effect the guidance will have on our consolidated financial statements.
10
In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU enhances existing disclosures to better assess the company’s operating expenses. The ASU is effective for annual periods beginning after December 15, 2026. This ASU is applicable to the Company's fiscal year beginning April 1, 2027 and we are currently evaluating the effect the guidance will have on our consolidated financial statements.
In January 2025, the FASB issued ASU No. 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This ASU enhances existing disclosures to better assess the company’s operating expenses. The ASU is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. This ASU is applicable to the Company's fiscal year beginning April 1, 2028 and we are currently evaluating the effect the guidance will have on our consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU updates the cost capitalization threshold for internal-use software development costs by removing all references to software project development stages and providing new guidance on how to evaluate whether the probable-to-complete recognition threshold has been met. This ASU is effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods. This ASU is applicable to our fiscal year beginning April 1, 2028, with early adoption permitted. The transition method may be prospective, modified, or retrospective. We are currently evaluating the effect the guidance will have on our consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11 to amend the guidance in Interim Reporting (Topic 270). The amendments in this update clarify current interim disclosure requirements and provide a comprehensive list of required interim disclosures. The update also incorporates a disclosure principle that requires entities to disclose events that occur after the end of the last annual reporting period. This update is effective for interim periods within annual periods beginning after December 15, 2027, though early adoption is permitted. This ASU is applicable to the Company's fiscal year beginning April 1, 2028 and we do not expect it to have a material effect on our consolidated financial statements.
The preparation of the Company’s consolidated financial statements in conformity 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.
Significant judgement, estimates and assumptions that affect reported amounts of assets and liabilities are outlined below:
11
The Company’s accounts receivables as of December 31, 2025 and March 31, 2025 are as follows (in thousands):
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December 31, |
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March 31, |
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||
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2025 |
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2025 |
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||
Accounts receivable, net of allowance |
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$ |
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$ |
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Sales tax refunds |
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$ |
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$ |
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The Company’s other assets as of December 31, 2025 and March 31, 2025 are as follows (in thousands):
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December 31, |
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March 31, |
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2025 |
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2025 |
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Prepaid insurance |
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$ |
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$ |
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Rental deposit |
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Other |
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Total other assets |
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$ |
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$ |
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The Company’s plant and equipment as of December 31, 2025 and March 31, 2025 are as follows (in thousands):
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December 31, |
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March 31, |
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||
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2025 |
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2025 |
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||
MDLE Plant |
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$ |
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$ |
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||
Equipment |
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Office equipment |
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Less: accumulated depreciation |
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$ |
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$ |
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Depreciation expense for the three months ended December 31, 2025 and 2024 was $
On April 12, 2018, the Company closed an asset purchase agreement with North American Lithium, Inc. (“NAL”) and Selective Adsorption Lithium, Inc. (“SAL”), a company formerly controlled by shareholders of NAL, pursuant to which the Company acquired NAL’s data, analysis and reports related to lithium extraction from oilfield brines and all the outstanding shares of SAL, which held certain intellectual property (the “Acquisition”). The consideration for the Acquisition consisted of $
12
Additionally, the Company has filed additional patents to expand its intellectual property for the development of lithium extraction technologies.
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Weighted |
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Average |
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Gross |
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Accumulated |
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Net |
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Remaining |
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Assets |
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Amortization |
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Assets |
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Life (Years) |
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Intellectual property |
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$ |
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$ |
( |
) |
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$ |
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Patents |
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( |
) |
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|||
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$ |
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|
$ |
( |
) |
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$ |
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The Company’s intangible assets as of March 31, 2025, are as follows (in thousands):
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Weighted |
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Average |
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Gross |
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Accumulated |
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Net |
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Remaining |
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Assets |
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Amortization |
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Assets |
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Life (Years) |
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Intellectual property |
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$ |
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$ |
( |
) |
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$ |
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Patents |
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( |
) |
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||||
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$ |
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$ |
( |
) |
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$ |
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Three Months Ended December 31, |
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Nine Months Ended December 31, |
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2025 |
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2024 |
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2025 |
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2024 |
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||||
Operating lease costs |
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$ |
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|
$ |
|
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$ |
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$ |
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Variable lease costs |
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Short-term lease costs |
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$ |
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$ |
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$ |
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$ |
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||||
The Company has elected not to recognize a lease liability for leases with an expected term of
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December 31, |
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March 31, |
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2025 |
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2025 |
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Assets: |
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Operating lease right-of-use asset |
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$ |
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$ |
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Liabilities: |
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Lease obligation, current |
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Lease obligation, long-term |
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Total operating lease liabilities |
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$ |
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$ |
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13
The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, with the fair value hierarchy as of December 31, 2025 and March 31, 2025 (in thousands):
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December 31, 2025 |
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Fair Value |
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Level 1 |
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Level 2 |
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Level 3 |
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Liabilities |
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Warrant liability |
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$ |
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$ |
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$ |
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$ |
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March 31, 2025 |
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Fair Value |
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Level 1 |
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Level 2 |
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Level 3 |
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Liabilities |
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Warrant liability |
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$ |
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$ |
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$ |
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$ |
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||||
Authorized
Authorized share capital: an number of common shares with
Issued and Outstanding
On October 30, 2025, the Company and EV Metals 7 LLC and EV Metals VI LLC (“EV Metals”), a company controlled by Jacob Warnock, a director of the Company, came to an agreement under the 2025 EV Metals Letter Agreement for EV Metals to acquire an additional
On July 20, 2025, the Company entered into the Subscription Agreements with certain entities managed or sub managed by Encompass Capital Advisors LLC (“Encompass”), a beneficial owner of more than
On July 20, 2025, the Company entered into amended and restated registration rights agreements (“A&R Registration Rights Agreements”) which amended the Registration Rights Agreements with each of EV Metals and Encompass. Pursuant to the A&R Registration Rights Agreements, we have agreed to use our reasonable best efforts to cause this Registration Statement to be declared effective as promptly as reasonably practicable but in no event later than July 20, 2026. In addition, pursuant to the Encompass A&R Registration Rights Agreement, upon the closing of the 2025 Encompass Offering we have agreed that, upon request of Encompass, we will use our commercially reasonable efforts to (i) file a registration statement registering the Common Shares to be issued at closing of the 2025 Encompass Offering, including the Common Shares issuable upon exercise of the warrants which form a part of the 2025 Encompass Units within 90 days and (ii) have such registration statement declared effective as promptly as reasonably practicable following the filing thereof but in no event later than 60 days if the registration statement is not reviewed by the SEC or 180 days if subject to review. The A&R Registration Rights Agreements provide that, subject to certain requirements and customary conditions, each of EV Metals and Encompass will have “piggy-back” registration rights with respect to underwritten offerings by us and other shareholders. In addition, upon the request of EV Metals, we have agreed to take necessary steps to facilitate up to two underwritten offerings which must occur prior to the third anniversary of the effective date of this registration statement on Form S-1; provided that the aggregate price of such offering is expected to be $
The A&R Registration Rights Agreements contain customary cross-indemnification provisions, under which we are obligated to indemnify the selling shareholders in the event of material misstatements or omissions in the registration statement and any violation or alleged violation by us of the Securities Act, Exchange Act, or any state securities law, or any rule or regulation thereunder, and the selling shareholders are obligated to indemnify us for material misstatements or omissions attributable to them. We will generally pay
14
all registration expenses in connection with our obligations under the A&R Registration Rights Agreements, regardless of whether any our Common Shares are sold pursuant to a registration statement.
In connection of the foregoing, pursuant to the A&R Registration Rights Agreements, we agreed to extend the expiration date of the warrants previously issued to Encompass and EV Metals pursuant to the private placements which occurred on April 21, 2023, February 29, 2024, May 3, 2024, and June 19, 2024 to the earlier of (i) five years from the date of such warrants original issuance or (ii) three years from the date of the closing of the 2025 Encompass Offering (the “Warrant Amendments”) and each of EV Metals and Encompass has agreed to waive their respective rights to any possible claims, including the right to liquidation damages, under the Registration Rights Agreements provided that the Warrant Amendments are approved by the TSX Venture Exchange ("TSXV").
On February 28, 2025, the Company entered into a letter agreement (the “2025 EV Metals Letter Agreement”) with EV Metals 7 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 $
The pricing of the 2025 Units was be based on the five-day trading average of the common shares on the TSXV for the applicable tranche less 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 $
On June 19, 2024, the Company completed another further private placement with EV Metals VI and Encompass, issuing
On May 6, 2024, the Company completed a further private placement with EV Metals VI and Encompass, issuing
15
Weighted-average Common Shares Outstanding
(in thousands, except per share amounts) |
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Three Months Ended December 31, |
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Nine Months Ended December 31, |
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2025 |
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2024 |
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2025 |
|
|
2024 |
|
||||
Net income (loss) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Weighted average number of shares: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Issued common shares at beginning of period |
|
|
|
|
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|
|
|
|
|
|
|
||||
Effect of common shares issued during period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of shares basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assumed exercise of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assumed exercise of stock options |
|
|
|
|
|
|
|
|
|
|
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|
||||
Assumed restricted share award |
|
|
|
|
|
|
|
|
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|
|
|
||||
Assumed restricted share units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of shares basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of shares diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) per share, basic |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Net income (loss) per share, diluted |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Anti-dilutive common share equivalents excluded from the computation of diluted net loss per share for the three and nine months ended December 31, 2025 and 2024 are as follows (in thousands):
|
|
Three Months Ended December 31, |
|
|
Nine Months Ended December 31, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Warrants to purchase common shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Options to purchase common shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restricted share units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity Incentive Plans
On December 17, 2025, the Company adopted the 2025 Omnibus Equity Incentive Plan (the “Omnibus Plan”) which provides for the issuance of up to
On December 18, 2025, the Company granted RSAs to the Board of Directors under the Omnibus Plan with four directors each receiving
In addition to the Omnibus Plan, the Company has
Stock Options
The Company previously had the “Stock Option Plan which provided the Company the ability to issue options up to
16
The Company’s has historically issued options utilizing Canadian dollars (CAD$) for the strike price as the Company’s principle public listing of common shares is reported on the TSXV utilizing CAD$. There were
|
|
|
|
|
Weighted- |
|
|
Weighted- |
|
|||
|
|
|
|
|
Average |
|
|
Average |
|
|||
|
|
Options |
|
|
Exercise |
|
|
Exercise |
|
|||
|
|
Outstanding |
|
|
Price |
|
|
Life (years) |
|
|||
|
|
(thousands) |
|
|
(CAD$) |
|
|
|
|
|||
Balance as of March 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|||
Granted |
|
|
|
|
|
|
|
|
|
|||
Forfeited |
|
|
( |
) |
|
|
|
|
|
|
||
Balance as of December 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|||
The share-based compensation expense for the three months ended December 31, 2025 and 2024 less than $
Restricted Share Units
The Company previously had the RSU Plan which provided the Company with the ability to issue RSUs covering up to
On August 20, 2024, the Company granted
On November 26, 2024, the Company granted
On February 12, 2025, the Company granted
On April 7, 2025, the Company granted
On June 2, 2025, the Company granted
On October 2, 2025, the Company granted
On November 3, 2025, the Company granted
17
Restricted Share Awards
On December 18, 2025, under the 2025 Omnibus Plan, the Company granted RSAs to the certain non-employee members of the Board of Directors with four directors each receiving
Warrants
The Company has historically issued warrants utilizing CAD$ for the strike price as the Company’s principle public listing of common shares is reported on the TSXV utilizing CAD$. The following table summarizes information regarding the warrants including the historical CAD$ strike prices during the periods ended December 31, 2025 and 2024:
|
|
Warrants |
|
|
Weighted- |
|
|
Weighted- |
|
|||
|
|
Outstanding |
|
|
Price |
|
|
Life (years) |
|
|||
|
|
(thousands) |
|
|
(CAD$) |
|
|
|
|
|||
Balance as of March 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|||
Granted |
|
|
|
|
|
|
|
|
|
|||
Expired |
|
|
( |
) |
|
|
|
|
|
|
||
Balance as of December 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|||
|
|
Warrants Outstanding |
|
|
Weighted Average Exercise Price |
|
|
Weighted Average Exercise Life (Years) |
|
|||
|
|
(thousands) |
|
|
(CAD$) |
|
|
|
|
|||
Balance as of March 31, 2024 |
|
|
|
|
$ |
|
|
|
|
|||
Granted |
|
|
|
|
|
|
|
|
|
|||
Balance as of December 31, 2024 |
|
|
|
|
$ |
|
|
|
|
|||
As the strike price of the warrants is stated in a currency, Canadian dollars, which is different than the Company’s functional currency, the warrants are treated as a liability in the consolidated balance sheets. The outstanding warrant liability as of December 31, 2025 and March 31, 2025 was approximately $
|
|
As of December 31, |
|
|||||
|
|
2025 |
|
2024 |
|
|||
Risk-free interest rate |
|
|
% |
|
|
% |
||
Expected volatility |
|
|
% |
|
|
% |
||
Expected life (years) |
|
|
|
|
|
|
||
Expected dividend yield |
|
|
% |
|
|
% |
||
In November 2018, the Company entered into licensing agreements as amended with Ensorcia Metals Corporation (“Ensorcia”) and its wholly-owned subsidiaries, Sorcia and Ensorcia Argentina LLC (“EAL”) (collectively, “Ensorcia Group”) whereby the Company issued lithium extraction technology licenses to Sorcia and EAL to use extraction systems manufactured by the Company in exchange for a six percent royalty (
18
On March 30, 2023, the Company and Entec, an affiliate of the Ensorcia Group, entered into the Entec Licensing Agreement. Pursuant to the terms of the Entec Licensing Agreement, the Company will provide Entec with a non-exclusive, limited, world-wide (other than Chile and Argentina) license to access to all patents, trade secrets, and other proprietary rights for use by Entec within the territory solely for the use and operation of equipment and systems manufactured and sold in accordance with the Entec License Agreement for the extraction of lithium salts from lithium bearing raw brine. In consideration for entering the Entec Licensing Agreement, Entec has agreed to provide the Company with a royalty equal to
Provision for Income Taxes
The Company is incorporated in and subject to taxation in Canada and provincially British Columbia. As the Company primarily operates through its United States subsidiary, with its operations headquarters in Texas and its initial commercial operations in Utah, these jurisdictions are also subject to taxation. The provision for income tax (benefit) differs from the amount that would have resulted by applying the combined Canadian federal and provincial statutory tax rates due to the impact of United States and state income taxes, as well as certain non-deductible expenses. As the Company has not generated net taxable income since inception, the deferred tax assets are fully offset by a valuation allowance and no tax benefit has been included in the condensed consolidated financial statements.
In April 2021, former Company employees and directors and a company which they control, filed a complaint in the United States District Court for the District of Colorado against the Company for alleged wrongful dismissal and breach of a share exchange agreement. The complaint alleges non-payment of wages and benefits, appropriation of property and interference in outside employment. The Company objected to the complaint, retained counsel to address and filed a countersuit alleging the counterclaim defendants diverted Company work to themselves and interfered with contractual relations. The complaint was dismissed on July 14, 2025, whereby the Company paid the claimants approximately $
Concentration of Credit risk
Financial instruments that potentially subject the Company to credit risk consist of cash. The Company manages its credit risk relating to cash by dealing only with high-rated financial institutions as determined by rating agencies. As a result, credit risk is considered insignificant. The Company does not consider any of its financial assets to be impaired.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company manages liquidity risk by maintaining sufficient cash balances to enable settlement of transactions on the due date. The Company is exposed to liquidity risk. The Company addresses its liquidity by raising capital through the issuance of equity. While the Company has been successful in securing financings in the past, there is no assurance that it will be able to do so in the future.
Foreign currency risk
Foreign currency risk is the risk that a variation in exchange rates between the Canadian dollar and the U.S. dollar will affect the Company’s operations and financial results. The operating results and financial position of the Company are reported in U.S. dollars. As of December 31, 2025, the Company held approximately $
Other risks
Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest rate risk and commodity price risk arising from financial instruments.
19
The Company operates as a reportable segment, which reflects the manner in which the CODM manages the business, allocates resources, and evaluates performance. The Company’s activities to date have been limited to research and development and pre-commercialization activities and it has not generated any revenue from product sales or services.
Significant Expense Categories
As required by ASU 2023-07, the Company discloses significant segment expense categories that are regularly provided to the CODM. These categories, which represent the major costs incurred in the development of the Company’s technology and operations, are as follows:
|
|
Three Months Ended December 31, |
|
|
Nine Months Ended December 31, |
|
||||||||||
Expense Category |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
General and administrative |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Stock-based compensation |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other operating expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Geographic Information
All operations and assets are located in the United States. As of December 31, 2025, the Company does not have revenue or long-lived assets located outside of the United States.
In accordance with ASC 855, “Subsequent Events,” the Company has analyzed it operations subsequent to December 31, 2025 to the date these financial statements were issued and has determined the following subsequent events to disclose in these financial statements.
On February 4, 2026 the Company granted, to members of management,
On February 23, 2026, the Company and EV Metals 9 LLC (“EV Metals 9”), a company controlled by Jacob Warnock, a director of the Company, in connection with the 2025 EV Metals Letter Agreement purchased
20
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes thereto (“Financial Statements”) in Item 1 and the Special Note Regarding Forward-Looking Statements later in this Item 2. All Note references herein refer to the Notes to the Financial Statements. Tabular amounts are displayed in millions of U.S. dollars except per share and unit count amounts, or as otherwise specifically identified. All references to “CAD$” are to the currency of Canada. Percentages may not recompute due to rounding. You should review the “Risk Factors” set forth in the Company’s SEC filings 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 MD&A.
Overview
We are an advanced technology and manufacturing company focused on exploiting our proprietary and patented technology used in our modular direct lithium extraction plants, or MDLE Plants, to assist owners of lithium brine deposits to extract lithium chloride at sufficient concentration and purity to economically facilitate the production of Lithium Carbonate, an integral component in the manufacture of batteries. Our proprietary and patented MDLE Plant is (1) modular, meaning it can be deployed and then redeployed at a different brine deposit when the resource source is spent and (2) scalable, meaning the component-driven system can specifically configure valves, pumps, our propriety columns and media and many other pieces to customize the plant to a customer’s requirements based on the needs and that multiple MDLE Plants can be linked together based on the characteristics of the resource location. In addition, our proprietary absorption extraction process is designed to be an environmentally responsible, low-cost method of producing high-quality commercial grade lithium products.
We believe our MDLE Plants can be utilized by owners on a variety of different brine deposits including, (i) salar or salt lake brine deposits, such as those found in the Lithium Triangle of Argentina, Chile and Bolivia, (ii) brine reservoirs in the US and Canada, including in the US states of North Dakota, Wyoming, Oklahoma, Pennsylvania, Arkansas and Texas (including the Smackover geological formation found in Arkansas and Texas), and (iii) any other naturally occurring lithium brine deposits around the world. In addition, we plan to market our technology to industrial customers who have lithium rich brine by-products from their operations. While our existing MDLE Plant was initially designed for potential customers in the Lithium Triangle, we believe that the US owners of brine reservoirs, especially within the Smackover geological formation in Arkansas and Texas, are currently best positioned to benefit from our existing MDLE Plant. Consequently, we are actively marketing our current MDLE Plant and our technology to US owners of brine reservoirs and anticipate that we will need to spend between $1.0 million and $10.0 million to customize the existing MDLE Plant to meet the needs of this initial customer depending on the reservoir’s lithium concentration and purity. We have not yet delivered MDLE Plants nor licensed our technology to customers and are therefore a pre-revenue company.
Our strategy is to deploy our current MDLE Plant and continue to build upon our proprietary DLE technology developed by Dr. Burba to develop and deploy additional MDLE plants. We believe that our 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 lithium chloride from subsurface brine and typically re-injects the brine into the aquifer to maintain pressure after lithium extraction.
We are currently in the preliminary stages of researching and developing the media and design for the next generation of our MDLE Plant Technology which we anticipate could provide customers with additional options for processing brine solutions and increasing lithium chloride production. We have recently purchased two larger diameter columns and is currently conducting laboratory and field studies to determine the optimal process for utilizing these columns. We currently estimate that the cost for instrumentation and engineering related to the next generation module and columns of the MDLE Plant will be approximately $500,000 with an additional estimated $250,000 relating to the construction and testing of the larger diameter columns.
Components of the Statement of Operations
Revenue
We generated revenue by testing brine content of potential customers. However, we anticipate generating future revenues through a combination of technology licensing agreements, equipment rentals, constructing MDLE plants and selling them with an associated technology licensing agreement, 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.
21
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 work to continue developing our technology. To date, we have not experienced any shortages of available employees or outsourced service providers.
Results of Operations
Three months ended December 31, 2025, as compared to the three months ended December 31, 2024
The operating results for the three months ended December 31, 2025 and 2024, are summarized as follows (in thousands):
|
|
Three Months Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
REVENUE |
|
|
|
|
|
|
||
Service |
|
$ |
30 |
|
|
$ |
- |
|
Reimbursable |
|
|
- |
|
|
|
(4 |
) |
Total revenue |
|
|
30 |
|
|
|
(4 |
) |
|
|
|
|
|
|
|
||
COST OF REVENUE |
|
|
|
|
|
|
||
Service |
|
|
22 |
|
|
|
- |
|
Total cost of revenue |
|
|
22 |
|
|
|
- |
|
Gross margin |
|
|
8 |
|
|
|
(4 |
) |
|
|
|
|
|
|
|
||
OPERATING COSTS AND EXPENSES |
|
|
|
|
|
|
||
Operating costs, excluding depreciation |
|
|
450 |
|
|
|
468 |
|
Selling, general and administrative expenses, excluding depreciation |
|
|
1,800 |
|
|
|
2,097 |
|
Reimbursable |
|
|
- |
|
|
|
(4 |
) |
Amortization of intangible assets |
|
|
269 |
|
|
|
269 |
|
Depreciation |
|
|
503 |
|
|
|
499 |
|
Operating loss |
|
|
3,014 |
|
|
|
3,333 |
|
Change in fair value of warrant liability |
|
|
3,768 |
|
|
|
(7,576 |
) |
Net income (loss) before income tax provision |
|
|
754 |
|
|
|
(10,909 |
) |
Net income (loss) |
|
$ |
754 |
|
|
$ |
(10,909 |
) |
Revenue
For the three months ended December 31, 2025 we generated testing revenue on brine content for a potential customer. For the comparative period ended December 31, 2024, we did not generate any revenue from operations.
Operating Cost
For the three months ended December 31, 2025 and 2024, we incurred operating costs of $0.5 million and $0.5 million, respectively, consisting of salaries and research and development costs.
22
Selling, General And Administrative Expenses
The major components of selling, general and administrative expenses for the three months ended December 31, 2025 and December 31, 2024, are as follows (in thousands):
|
|
Three Months Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Compensation expense |
|
$ |
735 |
|
|
$ |
585 |
|
Share-based compensation |
|
|
405 |
|
|
|
437 |
|
Professional fees |
|
|
243 |
|
|
|
216 |
|
Legal fees |
|
|
157 |
|
|
|
325 |
|
Engineering |
|
|
17 |
|
|
|
— |
|
Rent and miscellaneous office |
|
|
148 |
|
|
|
203 |
|
Other |
|
|
95 |
|
|
|
331 |
|
|
|
$ |
1,800 |
|
|
$ |
2,097 |
|
Compensation expense increased compared to the prior year period primarily due to hiring permanent employees to reduce the use of outside consultants.
Share-based compensation decreased as compared to the prior year period as a result of the timing and valuation of additional awards granted during the three months ended December 31, 2024 as compared to those during the three months ended December 31, 2025.
Professional fees increased compared to the prior year period as a result of additional accounting and auditing fees related to the filing of a registration statement.
Legal fees decreased as compared to the prior year period due to timing of certain expenses related to our registration statement process.
Rent and miscellaneous office costs decreased compared to the prior year period due to reduced overall costs at our Plano office including utilities and insurance.
Other expenses decreased as compared to the prior year period primarily due to an accrual for a legal issue as of December 31, 2024 that was settled in the current fiscal year.
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, 2025, the Company recognized a gain of approximately $3.8 million as compared to a loss of approximately $7.6 million for the three months ended December 31, 2024, 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 our stock price.
23
Nine months ended December 31, 2025, as compared to the nine months ended December 31, 2024
The operating results for the nine months ended December 31, 2025 and 2024, are summarized as follows (in thousands):
|
|
Nine Months Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
REVENUE |
|
|
|
|
|
|
||
Service |
|
$ |
101 |
|
|
$ |
- |
|
Reimbursable |
|
|
- |
|
|
|
881 |
|
Total revenue |
|
|
101 |
|
|
|
881 |
|
|
|
|
|
|
|
|
||
COST OF REVENUE |
|
|
|
|
|
|
||
Service |
|
|
34 |
|
|
|
- |
|
Total cost of revenue |
|
|
34 |
|
|
|
- |
|
Gross margin |
|
|
67 |
|
|
|
881 |
|
|
|
|
|
|
|
|
||
OPERATING COSTS AND EXPENSES |
|
|
|
|
|
|
||
Operating costs, excluding depreciation |
|
|
1,559 |
|
|
|
2,543 |
|
Selling, general and administrative expenses, excluding depreciation |
|
|
6,274 |
|
|
|
6,725 |
|
Reimbursable |
|
|
- |
|
|
|
881 |
|
Amortization of intangible assets |
|
|
807 |
|
|
|
807 |
|
Depreciation |
|
|
1,505 |
|
|
|
1,057 |
|
Operating loss |
|
|
(10,078 |
) |
|
|
(11,132 |
) |
Excess fair value of warrants over private placement proceeds |
|
|
- |
|
|
|
(659 |
) |
Loss on warrants modification |
|
|
(2,444 |
) |
|
|
- |
|
Change in fair value of warrant liability |
|
|
17,939 |
|
|
|
7,945 |
|
Other income |
|
|
3 |
|
|
|
- |
|
Net income (loss) before income tax provision |
|
|
5,420 |
|
|
|
(3,846 |
) |
Net income (loss) |
|
|
5,420 |
|
|
|
(3,846 |
) |
Revenue
For the nine months ended December 31, 2025, we generated $0.1 million of testing revenue on brine content for potential customers. For the comparative period ended December 31, 2024, we generated revenue of $0.9 million associated with the incurring reimbursable costs during the start-up of the MDLE Plant.
Operating Cost
For the nine months ended December 31, 2025, we incurred operating costs of $1.6 million consisting of salaries, maintenance related to the MDLE Plant, and research and development costs. In comparison, during the nine months ended December 31, 2024, the Company incurred operating costs of $2.5 million, which consisted of the cost of providing onsite personnel, travel and housing costs, materials and supplies during the commissioning and start-up of the MDLE Plant.
Selling, General And Administrative Expenses
The major components of selling, general and administrative expenses for the nine months ended December 31, 2025 and December 31, 2024, are as follows (in thousands):
|
|
Nine Months Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Compensation expense |
|
$ |
2,906 |
|
|
$ |
1,584 |
|
Share-based compensation |
|
|
542 |
|
|
|
1,314 |
|
Professional fees |
|
|
1,153 |
|
|
|
796 |
|
Legal fees |
|
|
842 |
|
|
|
1,654 |
|
Engineering |
|
|
103 |
|
|
|
11 |
|
Rent and miscellaneous office |
|
|
427 |
|
|
|
656 |
|
Other |
|
|
301 |
|
|
|
710 |
|
|
|
$ |
6,274 |
|
|
$ |
6,725 |
|
24
Compensation expense increased compared to the prior year period primarily due to severance costs related to our several former employees. Additionally, we hired permanent employees to reduce the use of outside consultants.
Share-based compensation decreased as compared to the prior year period as a result of the cancellation of a large number of options during the nine months ended December 31, 2025, which resulted in a negative expense during the period as the Company recognized a benefit.
Professional fees increased compared to the prior year period as a result of additional accounting and auditing fees related to the filing of a registration statement as well as additional recruitment fees related to the hiring of a number of permanent employees as we transition away from contract employees.
Legal fees decreased as compared to the prior year period due to timing of certain expenses related to our registration statement process.
Rent and miscellaneous office costs decreased compared to the prior year period due to reduced overall costs at our Plano office including utilities and insurance and other miscellaneous costs.
Other expenses decreased as compared to the prior year period primarily due to an accrual for a legal issue as of December 31, 2025 that was settled during the current fiscal year as well as a reduction in travel, public relations, consulting and transfer agent related costs from prior year.
Excess Fair Value of Warrants over Private Placement Proceeds
For the nine months ended December 31, 2025, the Company did not record an expense for excess of fair value of warrants over private placement proceeds. For the nine months ended December 31, 2024, the Company estimated the fair value of warrants issued in the June 19, 2024, private placement and recorded an expense of approximately $0.7 million for excess of fair value of warrants over private placement proceeds.
Gain/Loss on Warrants Modification
For the nine months ended December 31, 2025, the Company modified certain of its warrants which led to a loss of $2.4 million. For the nine months ended December 31, 2024, the Company did not have any modifications of the warrants which led to a gain or loss.
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 nine months ended December 31, 2025, the Company recognized a gain of approximately $17.9 million as compared to a gain of approximately $7.9 million for the nine months ended December 31, 2024, 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 our stock price.
Liquidity and Capital Resources
As of December 31, 2025, we had an accumulated deficit of approximately $34.1 million and a working capital of approximately $9.6 million, primarily arising from three private placements totaling $7.0 million.
As of fiscal year ended March 31, 2025, we had an accumulated deficit of approximately $39.6 million and a working capital of approximately $10.6 million, primarily arising from a $7.6 million private placement that funded on March 31, 2025.
As previously discussed, our existing MDLE Plant was designed for a specific deployment in the Lithium Triangle in South America which had lithium concentrations of roughly 1,800 ppm and therefore required lower flow rates of approximately 300 gallons per minute of brine to efficiently recover lithium. However, the MDLE Plant is designed to be scalable and commercially flexible and was engineered to permit retrofitting to process a range of alternative brine resources of different lithium concentrations. We are currently targeting deploying our existing MDLE Plant at naturally occurring brine reservoirs in the U.S which have brine concentrations in the range of 250 to as high as 800 ppm, although brine concentrations in the Smackover play in Texas and Arkansas are generally estimated to be between 200 and 400 ppm based on publicly published recent brine resource lithium concentrations by a number of resource owners. Based on ongoing discussions with potential customers and their requirements based on their specific brine concentrations, we anticipate that we will need to spend between $1.0 million and $10.0 million for customizations, which would include adding components such as additional heat exchangers, pumps, condensate coolers, a reverse osmosis unit, chillers, tanks and pipelines
25
to increase the flowrate to fully utilize the twelve-column absorption capacity and expand the MDLE Plant’s capacity. Management estimates that the full range of customizations at a cost of approximately $10.0 million could increase the MDLE Plant’s throughput to approximately 480 gallons per minute and have production capacity of approximately 2,000 metric tons per year of lithium chloride, on a lithium carbonate equivalent basis, based on a 400 ppm brine stream. The cash we have on hand as of December 31, 2025 will not be sufficient to fund these expenditures. We will have to raise additional funds from current or new investors to fund the modifications to the MDLE Plant to allow us to fully recover the current amounts capitalized on our balance sheet. We expect we will embark on a fund raising process for these proceeds within the next 6 months.
On February 23, 2026, the Company and EV Metals 9 LLC (“EV Metals 9”), a company controlled by Jacob Warnock, a director of the Company, in connection with the 2025 EV Metals Letter Agreement purchased 26,427,053 units ("EV Metals 9 Offering") priced at $0.08 per unit (CAD$0.104) for gross proceeds to the Company of $2.0 million. Each unit consists of one Common Share and one warrant to purchase a Common Share. Each Warrant, which expires four years from the date of issuance, entitles the holder to purchase one Common Share at a price of CAD$0.14. As part of this offering, the Company paid Mr. Warnock a structuring fee of 5% of the gross proceeds or $0.1 million.
Encompass Private Placement
On July 20, 2025, the Company entered into binding subscription agreements (“Encompass Subscription Agreements”) with Encompass for the purchase of up to 25,765,259 units (the “2025 Encompass Units”) at a price of CAD $0.26625 per unit (USD$0.19406 per unit) (the “2025 Encompass Offering”). Each 2025 Encompass Unit consists of one Common Share and one warrant, with each warrant entitling the holder to purchase one additional Common Share for a period of three years from the closing date of the 2025 Encompass Offering at an exercise price of CAD$0.355 per share. In addition, the Company has agreed to grant Encompass the right but not the obligation, to purchase up to $2.0 million of additional 2025 Encompass Units of the Company, at any time on or before December 31, 2025. The closing of the 2025 Encompass Offering occurred on August 5, 2025, for gross proceeds to the Company of $5.0 million. As of December 31, 2025, Encompass did not elect to exercise its right to purchase an additional $2.0 million of additional 2025 Encompass Units.
EV Metals Private Placement
On February 28, 2025, the Company entered the 2025 Letter Agreement (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, has the option but not the obligation to purchase, in one or more transactions, up to $15.0 million of units (the “2025 EV Metals Offering”), which each unit (the “2025 EV Metals Units”) consisting of one Common Share 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 EV Metals Units. The first issuance under the 2025 Letter Agreement occurred on March 31, 2025 for gross proceeds of $7.55 million and the second issuance under the 2025 Letter Agreement occurred on April 11, 2025 for gross proceeds of $679,000. In connection with the two issuances, EV Metals 7 LLC acquired a total of 27,739,348 2025 EV Metals Units (25,393,475 in the first issuance and 2,345,873 in the second issuance) and EV Metals VI LLC acquired 690,979 2025 EV Metal Units. The pricing of the first and second issuance of the 2025 EV Metals Units was CAD $0.4168 per unit (USD$0.2894 per unit). Each warrant issued in the first and second issuance entitles the holder to purchase one Common Share at a price of CAD$0.51.
On October 30, 2025, the Company and EV Metals came to an agreement for a third issuance under the 2025 Letter Agreement for EV Metals to acquire an additional 12,464,000 2025 EV Metals Units priced at $0.16 per unit (CAD$0.255) for gross proceeds to the Company of $2.0 million. Each warrant issued in the third issuance entitles the holder to purchase one Common Share at a price of CAD$0.30.
The pricing of the 2025 EV Metals Units in each of the three issuances under the 2025 Letter Agreement was based on the five-day trading average of the Common Shares on the TSXV for the applicable tranche less a discount of 25% (the maximum allowable discount permitted by the rules of the TSXV). The warrants included in the 2025 EV Metals 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 respective issuance of the 2025 EV Metals Offering. In connection with the first and second issuance of the 2025 EV Metals Units, the Company paid structuring fees of $411,450 to Mr. Warnock, a director and control person of EV Metals. In connection with the third issuance of the 2025 EV Metals Units the Company paid Mr. Warnock a fee of 5% of the gross proceeds or $0.1 million.
Based on the completion of the of the EV Metals 9 Offering and cash on hand as of December 31, 2025, 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.
26
Summary of Cash Flows
The cash flows for the nine months ended December 31, 2025, and December 31, 2024, are as follows (in thousands):
|
|
Nine Months Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Cash used in operating activities |
|
$ |
(7,918 |
) |
|
$ |
(11,070 |
) |
Cash used in investing activities |
|
|
(367 |
) |
|
|
(1,182 |
) |
Cash provided by financing activities |
|
|
6,677 |
|
|
|
16,661 |
|
Net change in cash |
|
$ |
(1,608 |
) |
|
$ |
4,409 |
|
Operating Activities
Cash used in operating activities for the nine months ended December 31, 2025 was approximately $7.9 million as compared to $11.1 million for the nine months ended December 31, 2024. The decrease compared to prior year's period is mostly due to higher operating expenses in the nine months ended December 31, 2024 incurred in connection with the commissioning and running the MDLE Plant.
Investing Activities
Cash used in investing activities for the nine months ended December 31, 2025 decreased compared to the nine months ended December 31, 2024 because we completed the majority of the purchases related to the MDLE Plant build-out in the prior year and our purchase of equipment was limited in the current year.
Financing Activities
Cash provided by financing activities for the nine months ended December 31, 2025 decreased compared to prior year period, as we raised net proceeds of $6.7 million for the proceeds of private placements during the nine months ended December 31, 2025 as compared to $16.7 million for the nine months ended December 31, 2024.
27
Critical Accounting Estimates
There were no changes to our critical accounting policies from those disclosed in our Final Prospectus filed with the Securities and Exchange Commission on February 2, 2026.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements and we do 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, 2025, found in our Final Prospectus filed with the Securities and Exchange Commission on February 2, 2026.
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, 2025. This ASU is applicable to the Company's fiscal year beginning April 1, 2026 and we are currently evaluating the effect the guidance will have on our consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU enhances existing disclosures to better assess the company’s operating expenses. The ASU is effective for annual periods beginning after December 15, 2026. This ASU is applicable to the Company's fiscal year beginning April 1, 2027 and we are currently evaluating the effect the guidance will have on our consolidated financial statements.
In January 2025, the FASB issued ASU No. 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This ASU enhances existing disclosures to better assess the company’s operating expenses. The ASU is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. This ASU is applicable to the Company's fiscal year beginning April 1, 2028 and we are currently evaluating the effect the guidance will have on our consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU updates the cost capitalization threshold for internal-use software development costs by removing all references to software project development stages and providing new guidance on how to evaluate whether the probable-to-complete recognition threshold has been met. This ASU is effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods. This ASU is applicable to our fiscal year beginning April 1, 2028, with early adoption permitted. The transition method may be prospective, modified, or retrospective. We are currently evaluating the effect the guidance will have on our consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11 to amend the guidance in Interim Reporting (Topic 270). The amendments in this update clarify current interim disclosure requirements and provide a comprehensive list of required interim disclosures. The update also incorporates a disclosure principle that requires entities to disclose events that occur after the end of the last annual reporting period. This update is effective for interim periods within annual periods beginning after December 15, 2027, though early adoption is permitted. This ASU is applicable to the Company's fiscal year beginning April 1, 2028 and we do not expect it to have a material effect on our consolidated financial statements.
28
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We have not entered into any market risk sensitive instruments for trading purposes. We are exposed to market risks in the ordinary course of business including fluctuations in interest rates and commodity prices, which can affect our operating, investing, and financing activities.
Special Note Regarding Forward-Looking Statements
Certain information contained in this quarterly report, including information regarding future financial and operational performance and plans, targets, aspirations, expectations, and objectives of management, constitute forward-looking statements within the meaning of the Section 21E of the Exchange Act and forward-looking information within the meaning of and Canadian provincial and territorial securities laws. We refer to all of these as forward-looking statements. Forward-looking statements are forward-looking in nature and, accordingly, are subject to risks and uncertainties. All statements other than statements of historical fact included in this quarterly report regarding the prospects of the Company’s industry or its prospects, plans, financial position or business strategy may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking words such as “plans,” “expects,” “does not expect,” “is expected,” “look forward to,” “budget,” “scheduled,” “estimates,” “forecasts,” “will continue,” “intends,” “the intent of,” “have the potential,” “anticipates,” “does not anticipate,” “believes,” “should,” “should not,” or variations of such words and phrases that indicate that certain actions, events or results “may,” “could,” “would,” “might,” “will,” “be taken,” “occur,” “be achieved,” or the negative of these terms or variations of them or similar terms and include, without limitation, statements regarding our expectations or beliefs regarding:
Our forward-looking statements, included in this quarterly report and elsewhere, represent management’s expectations as of the date that they are made and we undertake no obligation to update these statements. Our forward-looking statements are based on assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. However, these forward-looking statements are subject to a number of risks and uncertainties and actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results, level of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements include those risks set forth in our SEC filings and risks related to:
29
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
In order to ensure that the information we must disclose in our filings with the Commission is recorded, processed, summarized and reported on a timely basis, we have formalized our disclosure controls and procedures. Our principal executive officer and principal financial officer have reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) as of December 31, 2025. Based on such evaluation, such officers have concluded that, as of December 31, 2025, our disclosure controls and procedures were effective.
30
PART II—OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The following information represents securities sold by us during the quarter ended December 31, 2025, which were not registered under the Securities Act.
On October 30, 2025, the Company and EV Metals came to an agreement under the 2025 Letter Agreement for EV Metals to acquire an additional 12,464,000 units priced at $0.16 per unit (CAD$0.255) for gross proceeds to the Company of $2.0 million. Each unit consists of one Common Share and one warrant to purchase a Common Share. Each warrant, which expires four years from the date of issuance, entitles the holder to purchase one Common Share at a price of CAD$0.30. As part of this offering, the Company paid Mr. Warnock a fee of 5% of the gross proceeds or $0.1 million. The shares were issued to a single institutional investor pursuant to Section 4(a)(2) of the Securities Act.
On December 18, 2025, the Company issued an aggregate of 4,599,816 Restricted Shares to our four independent directors of the Board of Directors pursuant to the Omnibus Plan. The shares were issued pursuant to Rule 701 of the Securities Act.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
None.
Item 5. Other Information.
10b5-1 Trading Plans
During the three months ended December 31, 2025, none of our officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors
31
Item 6. Exhibits.
Exhibit Number |
|
Description |
10.31+ |
|
|
10.32+ |
|
|
10.33 |
|
Subscription Agreement, dated October 30, 2025 by and between the Company and EV Metals 7 LLC(1) |
10.34 |
|
Subscription Agreement, dated October 30, 2025 by and between the Company and EV Metals 8 LLC(1) |
10.35 |
|
|
10.36 |
|
|
10.37+ |
|
|
10.38+* |
|
|
31.1* |
|
|
31.2* |
|
|
32.1* |
|
|
32.2* |
|
|
101.INS |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
+ Indicates management contract or compensatory plan.
(1) Incorporated by reference to the Company’s Form S-1 (No. 333-286616).
32
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
International Battery Metals Ltd. |
|
|
|
|
|
|
Date: |
February 25, 2026 |
|
By: |
/s/ Joseph A. Mills |
|
|
|
|
Name: Joseph A. Mills |
|
|
|
|
Title: Chief Executive Officer |
|
|
|
|
|
Date: |
February 25, 2026 |
|
By: |
/s/ Michael Rutledge |
|
|
|
|
Name: Michael Rutledge |
|
|
|
|
Title: Chief Financial Officer |
33
INTERNATIONAL BATTERY METALS LTD
RESTRICTED SHARE AWARD AGREEMENT
This RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made by and between International Battery Metals Ltd. (the “Company”), a corporation existing under the Business Corporations Act (British Columbia), and [●] (the “Participant”), effective as of December [●], 2025 (the “Award Date”).
WHEREAS, the Board of Directors (the “Board” and each member of the Board, a “Director”) and shareholders of the Company previously adopted and approved the 2025 Omnibus Equity Incentive Plan (the “Plan”) (the terms of which are hereby incorporated by reference and made part of this Agreement);
WHEREAS, Section 3 of the Plan provides that the Plan shall be administered by the Board, or a committee of the Board (the “Committee”);
WHEREAS, in accordance with the Plan, the Committee has determined that it is in the best interest of the Company and its shareholders to grant an award of Restricted Shares to the Participant, subject to the terms and conditions set forth below and in the Plan and instruct the appropriate officer of the Company to issue such Restricted Shares; and
WHEREAS, the Participant desires to accept the award of Restricted Shares as an inducement to serve as a Director of the Company and as an incentive for increased efforts during such service and has advised the Company thereof and agrees to be bound by the terms and conditions of the Plan and this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt and adequacy of which are hereby acknowledged, the parties hereto do hereby agree as follows:
DEFINITIONS
Whenever the following terms are used in this Agreement, they shall have the meaning specified below unless the context clearly indicates to the contrary. The masculine pronoun shall include the feminine and neuter, and the singular shall include the plural, where the context so indicates. All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Plan.
1
Notwithstanding the foregoing, a transaction or other event described above may constitute a “Change in Control” for purposes of any Award which is subject to Section 409A of the Code for purposes of earning and vesting, but no payment shall be made thereunder until the earliest of (i) the Change in Control, if such transaction constitutes a “change in the ownership of the corporation,” a “change in the effective control of the corporation” or a “change in the ownership of a substantial portion of the assets of the corporation,” within the meaning of Code Section 409A(2)(A)(v), (ii) the date such Award would otherwise be settled pursuant to the terms herein, and (iii) the Participant’s “separation from service” within the meaning of Code Section 409A.
2
AWARD OF RESTRICTED SHARES
Subject to the terms and conditions provided in this Agreement and Section 6(f) of the Plan, the Company hereby awards to the Participant, [*] Restricted Shares as of the Award Date. The Plan is incorporated herein by reference as though set forth herein in its entirety. To the extent such terms or conditions conflict with any provision of the Plan, the terms and conditions set forth in the Plan shall govern.
3
RESTRICTIONS, VOTING AND OTHER RIGHTS
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR U.S. STATE SECURITIES LAWS. BY PURCHASING OR OTHERWISE HOLDING THESE SECURITIES, THE HOLDER AGREES FOR THE BENEFIT OF INTERNATIONAL BATTERY METALS LTD. (THE “CORPORATION”) THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; OR (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; OR (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS; OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C)(I) OR (D) ABOVE, THE HOLDER HAS,
4
PRIOR TO SUCH TRANSFER, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”
The grant of Restricted Shares pursuant to the Plan and this Agreement will be subject to mandatory repayment or forfeiture, as applicable, by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to (i) any Company “clawback” or recoupment policy adopted by the Board, or (ii) any law, rule, regulation or Exchange requirement which imposes mandatory recoupment, under the circumstances set forth in any such law, rule, regulation or requirement.
5
In consideration of the awarding of the Restricted Shares by the Company, the Participant agrees to render faithful and efficient services to the Company, with such duties and responsibilities as the Board shall from time to time prescribe, and to comply with the policies and procedures of the Company to which the Participant is subject from time to time. Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue as a Director of the Company or shall interfere with or restrict in any way the rights of the shareholders of the Company, which are hereby expressly reserved, to remove the Participant at any time for any reason whatsoever, with or without cause.
Notwithstanding any other provision of this Agreement, the Committee may make adjustments with respect to the Restricted Shares in accordance with the provisions of the Section 8 of the Plan.
In accepting the Restricted Shares, the Participant acknowledges that:
OTHER PROVISIONS
The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Participant, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Restricted Shares. In its absolute
6
discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement except with respect to matters which, under Rule 16b-3 or Section 162(m) of the Code, or any regulations or rules issued thereunder, are required to be determined in the sole discretion of the Committee.
Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the officer designated as the Administrator from time to time, and any notice to be given to the Participant shall be communicated to him or her (i) by e-mail to the Participant at the Participant’s e-mail address on file with the Company, or (ii) by mail to the Participant at the Participant’s mailing address on file with the Company. By a notice given pursuant to this Section 4.2, either party may hereafter designate a different address for notices to be given to him. Any notice which is required to be given to the Participant shall, if the Participant is then deceased, be given to the Participant’s personal representative if such representative has previously informed the Company of his or her status and address by written notice under this Section 4.2. Any notice delivered by mail shall be deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.
In consideration of the grant of the Restricted Shares, the Participant represents to the Company the following:
7
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
8
The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan will be determined in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario. Any suit, action or proceeding with respect to the Plan or any Award Agreement, or any judgment entered by any court of competent jurisdiction in respect of any thereof, shall be resolved only in the courts of the State of Texas in the United States. In that context, and without limiting the generality of the foregoing, the Company and each Participant shall irrevocably and unconditionally (a) submit in any proceeding relating to the Plan or any Award Agreement, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of Texas, and agree that all claims in respect of any such Proceeding shall be heard and determined in such Texas court, (b) consent that any such Proceeding may and shall be brought in such courts and waives any objection that the Company and each Participant may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) waive all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to the Plan or any Award Agreement, (d) agree that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of a Participant, at the Participant’s address shown in the books and records of the Company or, in the case of the Company, at the Company’s principal offices, attention General Counsel, and (e) agree that nothing in the Plan shall affect the right to effect service of process in any other manner permitted by the laws of the Province of Ontario.
The Participant acknowledges that the Plan is intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, including, without limitation, the applicable exemptive conditions of Rule 16b-3. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Restricted Shares are awarded and may become fully vested in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.
This Agreement and the Plan may be amended without the consent of the Participant provided that such amendment would not affect in any materially adverse manner any rights of the Participant under this Agreement. No amendment of this Agreement shall, without the consent of the Participant, affect in any materially adverse manner any rights of the Participant under this Agreement.
9
IN WITNESS WHEREOF, IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
INTERNATIONAL BATTERY METALS LTD.
By: ________________________________
Name:
Title: Chief Executive Officer
PARTICIPANT
By: ________________________________
Name:
Title: Director
10
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Joseph A. Mills, certify that:
Date: |
February 25, 2026 |
By: |
/s/ Joseph A. Mills |
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Joseph A. Mills |
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Chief Executive Officer |
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael Rutledge, certify that:
Date: |
February 25, 2026 |
By: |
/s/ Michael Rutledge |
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|
|
Michael Rutledge |
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|
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Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of International Battery Metals, LTD. (the “Company”) on Form 10-Q for the period ending December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
Date: |
February 25, 2026 |
By: |
/s/ Joseph A. Mills |
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|
|
Joseph A. Mills |
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|
|
Chief Executive Officer |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of International Battery Metals LTD. (the “Company”) on Form 10-Q for the period ending December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
Date: |
February 25, 2026 |
By: |
/s/ Michael Rutledge |
|
|
|
Michael Rutledge |
|
|
|
Chief Financial Officer |