| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL BATTERY METALS LTD. [ IBATF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/04/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Share Units | (1) | (2) | (2) | Common Shares, no par value | 1,000,000 | 1,000,000 | D | ||||||||
| Restricted Share Units | (1) | 02/04/2026 | A | 2,087,683 | (3) | (3) | Common Stock, no par value | 2,087,683 | $0 | 2,087,683 | D | ||||
| Performance Based Restricted Share Units | (4) | (5) | (5) | Common Shares, no par value | 2,000,000 | 2,000,000 | D | ||||||||
| Performance Based Restricted Share Units | (4) | 02/04/2026 | A | 500,000 | (6) | (6) | Common Stock, no par value | 500,000 | $0 | 500,000 | D | ||||
| Performance Based Restricted Share Units | (4) | 02/04/2026 | A | 4,304,525 | (7) | (7) | Common Stock, no par value | 4,304,525 | $0 | 4,304,525 | D | ||||
| Performance Based Restricted Share Units | (4) | 02/04/2026 | A | 2,152,262 | (8) | (8) | Common Stock, no par value | 2,152,262 | $0 | 2,152,262 | D | ||||
| Explanation of Responses: |
| 1. The Restricted Share Units ("RSUs") each represent a contingent right to receive one common share of International Battery Metals Ltd. (the "Issuer"). |
| 2. Represents Restricted Share Units ("RSUs") granted on April 7, 2025 under International Battery Metals Ltd.'s (the "Issuer") Amended and Restated Restricted Share Unit Plan (as amended, the "Plan") and vests in full on April 7, 2026. |
| 3. Represents Restricted Share Units ("RSUs") granted on February 4, 2026, which will vest in full on February 4, 2027. |
| 4. The Performance Based Restricted Share Unit ("PBRSU") each represent a contingent right to receive one common share of International Battery Metals Ltd. (the "Issuer"). |
| 5. Represents Performance Based Restricted Share Units ("PBRSUs") granted on April 7, 2025, under the Plan, which shall vest upon completion of and deployment of two additional Direct Lithium Extraction Plants, subject to the terms of the associated Restricted Share Unit Agreement. |
| 6. Represents Performance Based Restricted Share Units granted on February 4, 2026, which will vest in full 60 days following the Issuer's successful listing on a major stock exchange. |
| 7. Represents Performance Based Restricted Share Units granted on February 4, 2026, of which, 50% shall vest upon the Issuer achieving an annualized EBITDA of $25 million and the remaining 50% shall vest upon the Issuer achieving an annualized EBITDA of $50 million. |
| 8. Represents Performance Based Restricted Share Units granted on February 4, 2026, of which, 50% shall vest upon the Issuer achieving a $750 million market capitalization over a 60 day volume weighted average trading price and the remaining 50% shall vest upon the Issuer achieving $1.5 billion market capitalization over a 60 day volume weighted average trading price. |
| /s/ Norma Garcia, Attorney-in-Fact | 02/04/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||