INTERNATIONAL BATTERY METALS LTD. (Form: 8-K, Received: 04/29/2026 16:17:57)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): April 29, 2026



INTERNATIONAL BATTERY METALS LTD
(Exact Name of Registrant as Specified in Charter)

British Columbia, Canada	333-286616	Not applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12 Greenway Plaza, Suite 1100 Houston, Texas 77046 (Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (832) 683-8839
N/A
(Former name or former address, if changed since last report)

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

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

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

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

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

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

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

    

     Title of each class

     Trading Symbol(s)

     Name of each exchange on which registered

     Common Shares, no par value

     IBAT

     TSX Venture Exchange

     Common Shares, no par value

     IBATF

     OTCQB

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

Emerging growth company ☒

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

Item 1.01 Entry Into a Material Definitive Agreement.

On April 29, 2026, International Battery Metals LTD (the "Company") entered into a Subscription Agreement and executed a Warrant Certificate with respect to the Offering described in Item 3.02 below. The information contained in Item 3.02 of this Current Report on Form 8-K in relation to the Common Shares and the Warrants is incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities.

On April 29, 2026, the Company issued 34,315,465 Units (the “Units”) to EV Metals 9 LLC ("EV Metals"), an affiliate of EV Metals 7 LLC, pursuant to its previously announced non-brokered private placement financing (the "Offering"). The offer is the fourth follow-on investment under the Company's previously announced binding Letter of Intent ("LOI") with EV Metals 7 LLC from March 2025.

Each Unit includes one Company common share and one warrant (each, a "Warrant") to purchase one common share and is priced at USD $0.08 per Unit, with total gross proceeds of USD $2.8 million. Each Warrant entitles the holder to purchase one additional Company common share at a price of C$0.148 per share for a period of four years from the date of issuance.

In accordance with the LOI, IBAT paid Jacob Warnock a structuring fee equal to 5% of the gross proceeds subscribed for by EV Metals affiliates in connection with the Offering, in cash at closing. The Units are subject to a four-month plus one-day hold period under Canadian securities laws and will be considered restricted securities under the Securities Act.

The sale of the Units issued in the Offering were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

EV Metals is controlled by a director of the Company, Jacob Warnock.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description
10.1		Subscription Agreement for Units dated April 29, 2026 by and between the Company and EV Metals 9 LLC
10.2		Warrant Certificate dated April 29, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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



International Battery Metals LTD.


/s/ Michael Rutledge						April 29, 2026
Michael Rutledge						Date
Chief Financial Officer

EXHIBIT 10.1

UNITED STATES

SUBSCRIPTION AGREEMENT FOR UNITS

TO: INTERNATIONAL BATTERY METALS LTD. (the “Corporation”)

The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to acquire the number of Units (as defined herein) set forth below for the aggregate subscription price set forth below (the “Aggregate Subscription Price”), representing a subscription price of C$0.111 per Unit, upon and subject to the terms and conditions set forth in the “Terms and Conditions of Subscription for Units” attached hereto (the “Terms and Conditions of Subscription”). This agreement (this “Subscription Agreement”) is comprised of this face page, the Corporation’s signature page (page 2 hereof), the Terms and Conditions of Subscription and the Exhibits hereto.


Number of Units: 34,315,465		Deliver the Units as set forth below:
Aggregate Subscription Price: C$3,809,017 (Number of Units x C$0.111)		(Account reference, if applicable)
		Jacob Warnock 940-782-0319 (Contact Name) (Telephone)
EV Metals 9 LLC (Name of Subscriber – please print)		1 Calle Cervantes #5 Address
By: (Authorized Signature)		San Juan PR 00907 (Address continued, including postal code)
Director (Official Capacity or Title – please print)
1 Calle Cervantes #5 (Subscriber’s Residential Address)		Register the Units as set forth below:
San Juan PR 00907 (Address continued, including postal code)		EV Metals 9 LLC (Registration Name)
940-782-0319 (Telephone Number)		Registration Name continued
jarwarnock@sbcgloablal.net (E-Mail Address)		1 Calle Cervantes #5 (Address)
By executing this Subscription Agreement, you are consenting to the collection, use and disclosure of information in the manner described in the privacy notices in Section 11 of this Subscription Agreement.		San Juan PR 00907 (Address continued, including postal code)

The Subscriber is X or is not ☐ an “Insider” of the Corporation. The Subscriber is ☐ or is not X a “Registrant”. The Subscriber is ☐ or is not X a member of the “Pro Group”. (as such terms are defined herein)		The Subscriber owns, directly or indirectly, the following number and type of securities of the Corporation:

[Remainder of page intentionally left blank. The Corporation’s signature page follows.]

ACCEPTANCE: The Corporation hereby accepts the subscription set forth above on the terms and conditions contained in this Subscription Agreement.

ACCEPTED AS OF April , 2026.


INTERNATIONAL BATTERY METALS LTD.
By:	/s/ Joseph Mills
	Authorized Signatory

TERMS AND CONDITIONS OF SUBSCRIPTION FOR UNITS

Terms of the Subscription for Units

The Subscriber, on its own behalf and on behalf of any disclosed principal for whom the Subscriber is contracting under this Subscription Agreement (a “Disclosed Beneficial Purchaser”), hereby tenders to the Corporation this Subscription Agreement which confirms the Subscriber’s irrevocable subscription for and its agreement to purchase from the Corporation the number of Units set out on the face page hereof, all on the terms and subject to the conditions set out in this Subscription Agreement.

The Subscriber acknowledges and agrees (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) that:

the purchased Units form part of a non-brokered offering (the “Offering”) of Units for proceeds of up to US$15,000,000, in one or more tranches (it being understood that the Subscriber shall have the right to participate in any such future tranches up to an aggregate of US$15,000,000, at a price per Unit equal to: (i) for any tranche closed prior to March 31, 2025, C$0.4168 per Unit; and (ii) for any tranche closed after March 31, 2025 and prior to April 30, 2026, five-day trading average price of the Common Shares on the TSX Venture Exchange (the “TSXV”) as of the closing of the applicable tranche of the Offering, less the maximum permissible discount to the market price of the Common Shares under the rules of the TSXV. For greater certainty, the subscription price for any tranche of the Offering is only valid for a period of 45 days from the date of the applicable news release, as prescribed in the rules of the TSXV. The Subscriber acknowledges and agrees that, prior to this subscription, a total of US$12.229M of securities had been subscribed for under the Offering. Each Unit is comprised of one Unit Share (as defined below) and one Unit Warrant (as defined below), with each Unit Warrant entitling the holder to purchase one Warrant Share at an exercise price of C$0.145 per Warrant Share for a period of four years from the date of issuance upon payment of the applicable exercise price under such Warrants. The Warrants will be created and issued pursuant to a warrant certificate (the “Warrant Certificate”) to be issued by the Corporation to the Subscriber on the Closing Date. The specific attributes of the Warrants will be set forth in the Warrant Certificate.

this subscription is subject to rejection or allotment by the Corporation in whole or in part. If this subscription is rejected in whole, any cheques or other forms of payment delivered to the Corporation representing the Aggregate Subscription Price will be promptly returned to the Subscriber without interest or deduction; and

the business, operations and affairs of the Corporation are subject to a number of risk factors, which are described in publicly available documents prepared by the Corporation and filed with applicable securities regulatory authorities in Canada.

Definitions

In this Subscription Agreement, the following words have the following meanings unless otherwise indicated:

“Aggregate Subscription Price” has the meaning ascribed thereto on the face page hereof;

“Applicable Securities Laws” means, as applicable, any and all securities laws including, statutes, rules, regulations, by-laws, policies, guidelines, orders, decisions, rulings and awards of the securities regulators in each of the Selling Jurisdictions, and the policies of the TSXV;

“Closing Date” has the meaning ascribed thereto in Section 7;

“Closing Time” has the meaning ascribed thereto in Section 7;

“Common Shares” means common shares in the capital of the Corporation;

“control person” has the same meaning as in securities legislation except in Manitoba, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island and Québec where control person means any person that holds or is one of a combination of persons that holds:

a sufficient number of any of the securities of an issuer so as to affect materially the control of the issuer, or

ii.

more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holding of those securities does not affect materially the control of the issuer;

“Corporation IP” means the Intellectual Property that is necessary and material to the business of the Corporation and its subsidiaries as presently conducted or as proposed to be conducted (and as described in the Public Record) and that is owned by and has been developed by or for, or is being developed by or for, the Corporation or its subsidiaries, as the case may be, other than Licensed IP;

“DRS Statement” means an ownership statement representing Unit Shares;

“Environmental Laws” means all applicable federal, provincial, state, local, municipal or foreign statute, law, rule, regulation, ordinance, code, legally binding policy or rule of common law or civil law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, occupational health and safety, product safety or liability, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of Hazardous Materials or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials;

“Environmental Permits” includes all orders, permits, certificates, approvals, consents, registrations and licences issued by any authority of competent jurisdiction under any Environmental Law;

“Governmental Body” means any federal, provincial, state, municipal, county or regional governmental or quasi-Governmental Body, domestic or foreign, and includes any ministry, department, court, tribunal, arbitral body, commission, bureau, board, administrative or other agency or regulatory body or instrumentality thereof, any quasi-governmental body or private body exercising regulatory, expropriation or taxing authority under or for the account, if any, of the foregoing and any self-regulatory

authority and, for greater certainty, includes the TSXV and any securities commissions or other securities regulatory authorities in Alberta, British Columbia or Ontario;

“Hazardous Materials” means chemicals, pollutants, contaminants, asbestos, wastes, toxic substances, hazardous substances, petroleum or petroleum products;

“individual” means a natural person, but does not include:

a partnership, unincorporated association, unincorporated syndicate, unincorporated organization or a trust, or

ii.

a natural person in the person’s capacity as trustee, executor, administrator or other legal representative;

“Insider” means:

a director or an officer of an issuer;

ii.

a director or an officer of a company that is itself an insider or a subsidiary of an issuer;

iii.

a person that has:

beneficial ownership of, or control or direction over, directly or indirectly; or

a combination of beneficial ownership of, and control or direction over, directly or indirectly,

securities of an issuer carrying more than 10% of the voting rights attached to all the issuer’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person as underwriter in the course of distribution;

iv.

an issuer that has purchased, redeemed or otherwise acquired a security of its own issue, for so long as it continues to hold that security;

a person designated as an insider in an order made under applicable securities laws; or

vi.

a person that is in a prescribed class of persons;

“Intellectual Property” means any of the following, as they exist anywhere in the world, whether registered or unregistered: all trade or brand names, business names, trademarks, service marks, copyrights, patents, patent rights, licenses, industrial designs, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential information, systems or procedures), software, inventions, designs and other industrial or intellectual property of any nature whatsoever;

“Investor Rights Agreement” means the amended and restated investor rights agreement dated February 23, 2024 as amended on March 31, 2025 among the Corporation and EV Metals I LLC, EV Metals II LLC, EV Metals III LLC, EV Metals IV

LLC, EV Metals V LLC, EV Metals VI LLC, Elegante Energy LLC, Perk Salar LLC and Jaw Puerto Rico Trust.

“knowledge of the Corporation” (or similar phrases) means actual knowledge, after due enquiry, of the Co- Chief Executive Officers and Chief Financial Officer of the Corporation;

“Licensed IP” means the Intellectual Property that is necessary and material to the business of the Corporation as presently conducted or as proposed to be conducted (and as described in the Public Record) and that is owned by any person other than the Corporation, and for which the Corporation is licensed to practice or use;

“Material Adverse Effect” means any change (including a decision to implement such a change made by the board of directors or by senior management who believe that confirmation of the decision of the board of directors is probable), event, violation, inaccuracy, circumstance, development or effect that is materially adverse to the business, assets (including intangible assets), capitalization, liabilities (contingent or otherwise), condition (financial or otherwise), prospects or results of operations of the Corporation, whether or not arising in the ordinary course of business;

“NI 45-106” means National Instrument 45-106 - Prospectus Exemptions;

“Offering” has the meaning ascribed thereto in Section 2(a);

“person” includes

an individual,

ii.

a corporation,

iii.

a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and

iv.

an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative;

“Pro Group” has the meaning ascribed thereto in the policies of the TSXV;

“Public Record” means all information filed by or on behalf of the Corporation with a securities regulatory authority in Canada that is accessible to the public on the Corporation’s profile at www.sedarplus.ca;

“Registrant” means a person registered or required to be registered under Applicable Securities Laws;

“Securities” means, collectively, the Units, the Unit Shares, the Unit Warrants and the Warrant Shares;

aa.

“Subscriber” has the meaning ascribed thereto on the face page hereof;

bb.

“Subsidiary” and “Subsidiaries” have the meanings ascribed thereto in Section 5(i);

cc.

“Subscription Agreement” has the meaning ascribed thereto on the face page hereof;

dd.

“Terms and Conditions of Subscription” has the meaning ascribed thereto on the face page hereof;

ee.

“Transaction Documents” means, collectively, this Agreement and the Warrant Certificate.

ff.

“TSXV” means TSX Venture Exchange.

gg.

“Unit Shares” means the Common Shares comprising the Units;

hh.

“Unit Warrants” means the Common Share purchase warrants of the Corporation comprising the Units, exercisable for a period of four years from the date of issuance at a price of C$0.145 per Warrant Share, the terms and conditions of which will be set out in the certificate(s) representing such Unit Warrants;

ii.

“Units” means units of the Corporation, each comprised of one Unit Share and one Unit Warrant;

jj.

“United States” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

kk.

“U.S. GAAP” means United States Generally Accepted Accounting Principles;

ll.

“U.S. Person” means a “U.S. person” as such term is defined in Rule 902(k) of Regulation S under the U.S. Securities Act;

mm.

“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

nn.

“Warrant Certificate” has the meaning ascribed thereto in Section 2(a); and

oo.

“Warrant Shares” means the Common Shares issuable upon exercise of the Unit Warrants.

Representations, Warranties and Covenants by Subscriber

The Subscriber represents, warrants to and covenants to the Corporation (and acknowledges that the Corporation is relying thereon), both at the date hereof and at the Closing Time, that:

it has been duly incorporated or created, as the case may be, and is valid and subsisting under the laws of its jurisdiction of incorporation or creation, it has the legal capacity to enter into and be bound by this Subscription Agreement and further certifies that all necessary approvals of directors, shareholders or otherwise have been given and obtained; and

the execution, delivery and performance by the Subscriber of this Subscription Agreement and the consummation by the Subscriber of the transactions contemplated herein is duly authorized, and no other corporate proceedings on the part of the Subscriber are, or will before the Closing Time be, necessary to authorize the execution, delivery and performance of this Subscription Agreement and the transactions contemplated hereby; and

this Subscription Agreement has been duly executed and delivered by the Subscriber and, when duly executed and delivered by the Corporation, this Subscription Agreement will

constitute a legal, valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally or by equitable principles relating to enforceability, regardless of whether considered in a proceeding in equity or at law; and

it understands that applicable securities laws generally prohibit any person who has material, non-public information concerning an issuer from purchasing or selling securities of the issuer, or from communicating such information to any other person except in the necessary course of business; and

it has relied solely upon publicly available information relating to the Corporation and not upon any verbal or written representation as to fact or otherwise made by or on behalf of the Corporation; and

it is resident in the jurisdiction indicated on the face page of this Subscription Agreement as the “Subscriber’s Residential Address” and the purchase by and sale to the Subscriber of the Units and any act, solicitation, conduct or negotiation directly or indirectly in furtherance of such purchase and sale has occurred only in such jurisdiction; and

the Subscriber, on its own behalf and (if applicable) on behalf of each Disclosed Beneficial Purchaser for whom it is acting, represents, warrants and certifies that it and each beneficial purchaser is an “accredited investor”, as such term is defined in each of Rule 501(a) of Regulation D under the U.S. Securities Act and National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) promulgated under British Columbia securities laws, and further certifies that the Subscriber and (if applicable) each such Disclosed Beneficial Purchaser, as the case may be, falls into one or more of the categories as indicated in each of Exhibit 1 hereto and Appendix A to Exhibit 2 hereto and it was not created or used solely to purchase or hold securities as an accredited investor described under section (m) of the definition of “accredited investor” in NI 45-106 and the Subscriber has concurrently completed, executed and delivered the following, as applicable:

One (1) properly completed and duly executed copy of an Accredited Investor Certificate in the form attached to this Subscription Agreement as Exhibit 1;

ii.

a Representation Letter in the form attached as Exhibit 2 to this Subscription Agreement and has initialed in Appendix A thereto indicating that the Subscriber satisfies one of the categories of “accredited investor”; and

iii.

if subscribing as an individual under paragraph (j), (j.1), (k) or (l) of the definition of “accredited investor”, a Statement of Accredited Investor - Individual in the form attached as Exhibit 3 to this Subscription Agreement, and if subscribing as an individual under paragraph (j), (k) or (l) of the definition of accredited investor, a Risk Acknowledgement Form in the form attached as Exhibit 5 to this Subscription Agreement; or

iv.

if subscribing as a person under paragraph (m) of the definition of “accredited investor”, a Statement of Accredited Investor - Person in the form attached as Exhibit 4 to this Subscription Agreement; and

it has such knowledge, skill and experience in financial, investment and business matters as to be capable of evaluating the merits and risks of an investment in the Units and it is able to bear the economic risk of loss of its entire investment. To the extent necessary, the Subscriber has retained, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of the Subscription Agreement and owning Units; and

the Corporation has provided to it the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and it has had access to such information concerning the Corporation as it has considered necessary or appropriate in connection with its investment decision to acquire the Units, and that any answers to questions and any request for information have been complied with to the Subscriber’s satisfaction; and

it understands and acknowledges that there may be material tax consequences to the Subscriber of an acquisition or disposition of any of the Securities, and that the Corporation gives no opinion and makes no representation with respect to the tax consequences to the Subscriber (or any beneficial purchaser) under United States, state, local or foreign tax law of the Subscriber’s acquisition or disposition of such Securities, including, without limitation, with respect to the potential applicability of United States federal income taxation rules relating to “passive foreign investment companies” and “qualified electing fund” elections. The Subscriber understands and acknowledges that the Corporation has not made any determination as to whether it will be deemed to be a “passive foreign investment company” in respect of the current year or any future year, and that if the Corporation were to be deemed to be a “passive foreign investment company” in respect of any year in which the Subscriber owns any Securities, there may be material adverse tax consequences to the Subscriber, and the Subscriber may not be able to mitigate such adverse tax consequences; and

it is subscribing for the Units as principal for its own account and not for the benefit of any other person (within the meaning of applicable securities laws), for investment purposes, and not with a view to the resale or distribution of all or any of the Securities in violation of United States federal or state securities laws, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of the Subscriber; and

it is aware that the Securities have not been and will not be registered under the U.S. Securities Act, or the securities laws of any state, and that the Securities may not be offered or sold, directly or indirectly, in the United States or to a U.S. Person without registration under the U.S. Securities Act and all applicable U.S. state securities laws or compliance with requirements of an exemption from such registration requirements is available and it acknowledges that the Corporation has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the Securities; and

it undertakes and agrees that it will not offer or sell any of the Securities in the United States or to a U.S. Person unless such Securities are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available; and

in the event that the Subscriber requests that the certificates and/or DRS Statements representing the Units be registered and/or delivered in the name of someone with an

address in a jurisdiction other than the jurisdiction of its residence as set out on the face page hereof, it has done so only for safekeeping or as a bare trusteeship with respect to such certificates and/or DRS Statements in accordance with its normal business practice and no act, solicitation, conduct or negotiation directly or indirectly in furtherance of the sale of the Units has occurred in this other jurisdiction; and

the Subscriber is acting at “arm’s length” with the Corporation, as such term is defined in applicable securities legislation, and has not received any financial assistance from the Corporation in respect of the purchase of the Units; and

it has been independently advised as to restrictions with respect to trading in the Securities imposed by applicable securities legislation in the jurisdiction in which it resides; it confirms that no representation has been made to it by or on behalf of the Corporation with respect thereto; it acknowledges that it is aware of the characteristics of the Securities, the risks relating to an investment therein and of the fact that it may not be able to resell the Securities except in accordance with limited exemptions under applicable securities legislation and regulatory policy until expiry of the applicable hold period and compliance with the other requirements of applicable law; and it agrees that any certificates and/or DRS Statements representing the Securities (and any replacement certificate and/or DRS Statement issued before the expiration of any applicable hold periods), if required by applicable securities laws, shall bear substantially the following legend indicating that the resale of such securities is restricted:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE WHICH IS FOUR MONTHS AND ONE DAY FOLLOWING CLOSING].

The Subscriber understands that in addition to such other legends that may be required pursuant to applicable securities laws and regulatory requirements, all certificates and/or DRS Statements representing the Securities, as well as all certificates and/or DRS Statements issued in exchange for or in substitution of the foregoing securities, until such time as is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, will bear a legend to the following effect:

AND REGULATIONS, (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 144 THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY 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, AND, IN THE CASE OF (C)(1) OR (D), THE SELLER HAS FURNISHED TO THE CORPORATION AND ITS TRANSFER AGENT AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO THAT EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

provided, that if such Securities are being sold in accordance with the requirements of Rule 904 of Regulation S (“Regulation S”) promulgated under the U.S. Securities Act, as referred to above, and in compliance with local laws and regulations, the legend may be removed by providing a declaration to the Corporation and its transfer agent for such Securities, in the form attached hereto as Exhibit 6(or such other form as the Corporation may prescribe from time to time);

notwithstanding the foregoing, the Corporation’s transfer agent may impose additional requirements for the removal of legends from Securities sold in accordance with Rule 904 of Regulation S in the future;

provided further, that, if any such Securities are being sold pursuant to Rule 144 under the U.S. Securities Act, the legend may be removed by delivery to the Corporation and its transfer agent for such Securities of an opinion of counsel of recognized standing reasonably satisfactory to the Corporation to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws; and

it consents to the Corporation making a notation on its records or giving instructions to the registrar and transfer agent of the Corporation in order to implement the restrictions on transfer and exercise with respect to the Securities set forth and described herein; and

it is aware that the Securities shall constitute “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act; and

it is aware that the offer and sale contemplated hereby is being made in the United States and to U.S. Persons solely to “accredited investors”, as such term is defined in Rule 501(a) of Regulation D in reliance on a private placement exemption available to the

Corporation under Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws; and

it understands that if it decides to offer, sell, pledge or otherwise transfer any of the Securities, such Securities may be offered, sold, pledged or otherwise transferred, directly or indirectly, only: (i) to the Corporation; (ii) outside the United States in accordance with Rule 904 of Regulation S and in compliance with applicable local laws and regulations; (iii) in accordance with the exemption from registration under the U.S. Securities Act provided by (A) Rule 144 thereunder, if available, or (B) Rule 144A thereunder, if available, and in compliance with any applicable state securities laws; or (iv) in another transaction that does not otherwise require registration under the U.S. Securities Act or any applicable state securities laws, and in the case of (iii)(A) and (iv), the seller has furnished to the Corporation and its transfer agent an opinion to such effect from counsel of recognized standing or other evidence reasonably satisfactory to the Corporation and its transfer agent in connection with such transaction; and

it acknowledges and agrees not to sell, assign, transfer, pledge, encumber or otherwise of any the Units, or any beneficial interest therein, to any person (other than the Corporation) unless and until the proposed transferee confirms to the reasonable satisfaction of the Corporation that neither the proposed transferee nor any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members nor any person that would be deemed a beneficial owner of those securities (in accordance with Rule 506(d) of the Securities Act) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities Act (a “Bad Actor Disqualification”), except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act and disclosed, reasonably in advance of the transfer, in writing in reasonable detail to the Corporation; and

it acknowledges and agrees that it will promptly notify the Corporation in writing if such Subscriber or, to such Subscriber’s knowledge, any person specified in Rule 506(d)(1) under the Securities Act becomes subject to any Bad Actor Disqualification; and

it acknowledges that it has not purchased the Units as a result of any “general solicitation” or “general advertising” (as those terms are used in Regulation D), including, but not limited to, any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio, television or the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and

it understands and acknowledges that the Corporation is not (i) obligated to file with the United States Securities and Exchange Commission or with any state securities regulatory authority any registration statement in respect of resales of the Securities in the United States or (ii) obligated to take and has no present intention of taking, if necessary, any actions to make Rule 144 available for resales of the Securities; and

it acknowledges that it has been advised to consult its own legal counsel in its jurisdiction for full particulars of applicable resale restrictions and that it is the Subscriber’s responsibility to comply with such restrictions before selling the Securities; and

it acknowledges and agrees that the Unit Warrants comprising a portion of the Units may not be exercised by, or for the account or benefit of, a U.S. Person or a person in the

United States unless an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available to the holder and the holder has furnished an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation to such effect or, at the Corporation’s option, as applicable, other evidence of exemption satisfactory to the Corporation; provided, however, that a U.S. Accredited Investor that purchased Units for its own account or for the account or benefit of a beneficial purchaser, and completed the certificate attached as Exhibit 2 to the Subscription Agreement, will not be required to deliver an opinion of counsel in connection with its exercise of the Unit Warrants on its own behalf or on behalf of such beneficial purchaser, at a time when it, and such beneficial purchaser, are U.S. Accredited Investors, the representations and warranties made herein remain true and correct as of the date of exercise of the Unit Warrants and have provided the Corporation, with a representation to such effect; and

aa.

it is aware that its ability to enforce civil liabilities under the United States federal securities laws may be affected adversely by, among other things: (i) the fact that the Corporation is organized under the laws of British Columbia, Canada; (ii) some or all of the directors and officers of the Corporation may be residents of countries other than the United States; and (iii) all or a substantial portion of the assets of the Corporation and such persons may be located outside the United States; and

bb.

the Subscriber has not received or been provided with, nor has it requested, nor does it have any need to receive, any offering memorandum, prospectus, sales or advertising literature or any other document (other than, if any, any continuous disclosure document, other than an offering memorandum, the content of which is prescribed by statute or regulation) describing or purporting to describe the business and affairs of the Corporation which has been prepared for delivery to, and review by, prospective purchasers in order to assist them in making an investment decision in respect of the Units; and

cc.

it has not become aware of any advertisement in printed media of general and regular paid circulation (or other printed public media), radio, television or telecommunications or other form of advertisement (including electronic display such as the Internet) with respect to the distribution of the Units; and

dd.

it acknowledges that:

no securities commission or similar regulatory authority has reviewed or passed on the merits of the Units;

ii.

there is no government or other insurance covering the Units;

iii.

there are risks associated with the purchase of the Units; and

iv.

it is able to bear the economic risk of loss of its entire investment in the Units; and

ee.

it confirms that neither the Corporation nor any of its directors, officers, employees or representatives have made any representations (oral or written) to the Subscriber:

that any person will resell or repurchase the Units;

ii.

that any person will refund any portion of the purchase price of the Units; or

iii.

as to the future price or value of the Units; and

ff.

it does not, nor does it intend to, act jointly or in concert with any other person or company for the purposes of acquiring securities of the Corporation; and

gg.

this Subscription Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Subscriber; and

hh.

it acknowledges that the Corporation’s counsel is acting as counsel to the Corporation and not as counsel to the Subscriber; and

ii.

it acknowledges that the Corporation may complete additional financings in the future in order to develop the business of the Corporation and to fund its ongoing development; that there is no assurance that such financings will be available and, if available, may be completed on reasonable terms; any such future financings may have a dilutive effect on current or future securityholders, including the Subscriber; and if such future financings are not available, the Corporation may be unable to fund its ongoing development; and

jj.

it understands that the Units are being offered for issuance only on a “private placement” basis and that the issuance and delivery of the Units is conditional upon such issuance being exempt from the requirements under applicable securities laws as to the filing of a prospectus or delivery of an offering memorandum or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum and, as a consequence: (i) it is restricted from using most of the civil remedies available under applicable securities legislation; (ii) it may not receive information that would otherwise be required to be provided to it under applicable securities laws; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under applicable securities laws; and

kk.

if required by applicable securities laws, regulations, rules, policies or orders or by any securities commission, stock exchange (including the TSXV) or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Corporation in filing such reports, undertakings and other documents with respect to the issue of the Units; and

ll.

it will not resell the Securities except in accordance with the provisions of applicable securities laws, regulations, rules, policies and orders and stock exchange rules (including the policies of the TSXV), if applicable, in the future; and

mm.

the entering into of this Subscription Agreement and the transactions contemplated hereby will not result in a violation of any of the terms or provisions of any law applicable to the Subscriber or any of the Subscriber’s constating documents, or any agreement to which the Subscriber is a party or by which it is bound; and

nn.

it has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment in the Units and it is able to bear the economic risk of loss of its entire investment; and

oo.

except for the Subscriber’s knowledge regarding its subscription for Units hereunder, the Subscriber has no knowledge of a “material fact” or a “material change” (as such terms are defined in the Securities Act (British Columbia)) in the affairs of the Corporation that has not been generally disclosed to the public; and

pp.

it is not named on or blocked by any of the following lists (the “Prohibited Lists”) promulgated by the Department of Foreign Affairs, Trade and Development Canada, or the Department of Public Safety Canada:

the List of Names subject to the Regulations Establishing a List of Entities made under subsection 83.05(1) of the Criminal Code (Canada);

ii.

the List of Names subject to the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism; and

iii.

the List of Names subject to the United Nations Al-Qaida and Taliban Regulations.

The Subscriber acknowledges and agrees that because the foregoing lists are subject to change from time to time, it is the responsibility of the Subscriber to ensure that each representation made by the Subscriber is true and correct as of the date of this Subscription Agreement; and

qq.

none of the funds the Subscriber is using to purchase the Units are proceeds obtained or derived, directly or indirectly, as a result of illegal activities and the Aggregate Subscription Price which will be advanced by the Subscriber to the Corporation hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act(Canada) (the “PCMLA”) and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLA. To the best of its knowledge, none of the subscription funds to be provided by the Subscriber: (i) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States, or any other jurisdiction; or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber. The Subscriber shall promptly notify the Corporation if the Subscriber discovers that any of such representations ceases to be true, and to provide the Corporation with appropriate information in connection therewith; and

rr.

it acknowledges that it has been encouraged to and should obtain independent legal, income tax and investment advice with respect to its subscription for these Units and accordingly, has had the opportunity to obtain any necessary advice as to the meanings of all terms contained herein relevant to the Subscriber for purposes of giving representations, warranties and covenants under this Subscription Agreement; and

ss.

the Subscriber agrees that the Corporation may be required by law or otherwise to disclose to regulatory authorities the identity of the Subscriber and if applicable the beneficial purchaser for whom the Subscriber may be acting; and

tt.

the Subscriber agrees that the above representations, warranties and covenants in this subsection will be true and correct both as of the execution of this subscription and as of the Closing Date.

Representations, Warranties, Covenants and Acknowledgements by the Corporation

The Corporation represents, warrants to and covenants with the Subscriber (and acknowledges that the Subscriber is relying thereon), both at the date hereof and at the Closing Time, except as otherwise disclosed in the Public Record, that:

the Corporation and each Subsidiary is a corporation duly incorporated and validly existing under the laws of the respective jurisdiction of incorporation for such entity, and has all necessary corporate power and authority to own, lease and operate its properties and assets, to carry on its business as it is currently conducted and proposed to be conducted as disclosed in the Public Record, to enter into and perform its obligations under this Agreement, and any other material agreement to which it is a party, to undertake the Offering and all other transactions contemplated herein and is not in default of its corporate filings, and, to the knowledge of the Corporation, no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding-up;

the Corporation has all requisite corporate power, authority and capacity to enter into this Agreement and to perform the transactions contemplated herein, including, without limitation, the issuance of the Common Shares, the Warrants, and the Warrant Shares issuable upon exercise of the Warrants;

at the Closing Time, all consents, approvals, permits, authorizations or filings as may be required to be made or obtained by the Corporation under applicable securities laws and the rules and regulations of the TSXV necessary for the execution and delivery of this Agreement and the creation, issuance and sale, as applicable, of the Common Shares, the Warrants and the Warrant Shares, as applicable, and the consummation of the transactions contemplated hereby, will have been made or obtained, as applicable (other than the filing of reports required under applicable securities laws within the prescribed time periods and the filing of standard documents with the TSXV, which documents shall be filed as soon as practicable after the applicable Closing and, in any event, within 10 calendar days of the applicable Closing or within such other deadline imposed by applicable securities laws or the TSXV);

the Common Shares, the Warrants and the Warrant Shares issuable upon the conversion or exercise of the Warrants, as applicable, have been authorized and reserved and allotted for issuance;

at the Closing, the Common Shares and the Warrants will be duly and validly issued and created;

upon the due exercise of the Warrants in accordance with the respective provisions thereof, the Warrant Shares will be duly and validly issued as fully paid and non-assessable Common Shares on payment of the exercise price therefor;

at the Closing, each of the Transaction Documents shall have been duly authorized and executed and delivered by the Corporation and upon such execution and delivery, and assuming the Transaction Documents are valid, legal and binding obligations of the other parties hereto or thereto, each shall constitute a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and

except as limited by the application of equitable principles, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law;

the execution and delivery of the Transaction Documents, the performance by the Corporation of its obligations thereunder (including, without limitation, the issuance of the Common Shares and Warrants comprising the Units, and the Warrant Shares issuable upon exercise of the Warrants) does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (whether after notice or lapse of time or both), (i) any law applicable to the Corporation or the Subsidiaries (as defined below), including, without limitation, the securities laws and the policies, rules and regulations of the TSXV; (ii) the constating documents or resolutions of the directors or shareholders of the Corporation or the Subsidiaries which are in effect at the date hereof; (iii) any material mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or other document to which the Corporation or the Subsidiaries are a party or by which they are bound; or (iv) any judgment, decree or order binding the Corporation, or the Subsidiaries, or its property, or assets;

the Corporation has two subsidiaries, IBAT USA Inc., and Selective Adsorption Lithium, Inc. (the “Subsidiaries”, and each, a “Subsidiary”);

the Corporation directly or indirectly controls all of the issued and outstanding shares of the Subsidiaries, such shares are free and clear of all encumbrances, claims or demands whatsoever and no person has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement, for the purchase from the Corporation or the Subsidiaries of any interest in any of the shares in the capital of the Subsidiaries other than Permitted Liens. All of the issued and outstanding shares of the Subsidiaries are outstanding as fully paid and non-assessable shares;

the corporate records and minute books of the Corporation are complete and accurate in all material respects and contain the minutes of all meetings and all resolutions of directors and shareholders of the Corporation (subject to ordinary course updating to be completed both before and after the Closing);

the authorized capital of the Corporation consists of an unlimited number of common shares, of which 343,033,509 Common Shares are issued and outstanding as fully paid and non-assessable shares in the capital of the Corporation as at the date hereof;

other than pursuant to the provisions of this Agreement or as disclosed in the Public Record, as of the date hereof, no person, firm, corporation or other entity holds any securities convertible or exchangeable into securities of the Corporation or now has any agreement, warrant, option, right or privilege (whether pre-emptive or contractual) being or capable of becoming an agreement, option or right for the purchase, subscription or issuance of any unissued shares, securities (including convertible securities) or warrants of the Corporation other than (i) outstanding stock options issued to directors, officers, employees and key consultants of the Corporation under the Corporation’s equity compensation plans exercisable into an aggregate of [1,600,000] Common Shares as at the date hereof, subject to adjustments in accordance with their terms; (ii) outstanding restricted share units issued to officers under the Corporation’s equity compensation plans exchangeable for [21,507,019] Common Shares as of the date hereof; and (iii) Common Share purchase warrants exercisable into an aggregate of [132,306,418]

Common Shares as at the date hereof, subject to adjustments in accordance with their terms;

to the knowledge of the Corporation, there are no shareholders’ agreements, voting trusts, proxy or other agreements governing the rights of shareholders of the Corporation other than the Investor Rights Agreement and amended and restated registration rights agreements each dated July 20, 2025 between the Corporation and both EV Metals VI LLC and Encompass Capital Advisors LLC (“Encompass”).

the Corporation and the Subsidiaries have conducted and are conducting their business in compliance in all material respects with all applicable laws of each jurisdiction in which their business is carried on and each is duly licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as it is now conducted and its property and assets to be owned, leased or operated, and all such licenses, registrations or qualifications are valid and existing and in good standing;

all material agreements to which the Corporation and the Subsidiaries are a party are in good standing and in full force and effect and no material default or breach exists in respect of any of them on the part of the Corporation or the Subsidiaries, as applicable and, to the knowledge of the Corporation, no event has occurred which, after the giving of notice or the lapse of time or both would constitute such a default or breach and which would have a Material Adverse Effect;

there has not been any material change in the consolidated assets, liabilities or obligations (absolute, contingent or otherwise) of the Corporation from the position set forth in the Public Record and there has not been any adverse material change in the business, operations, capital or condition (financial or otherwise) or results of the operations of the Corporation or the Subsidiaries since March 31, 2025, and since that date, except as publicly disclosed, there have been no material facts, transactions, events or occurrences relating directly to the Corporation or the Subsidiaries which could reasonably be expected to have a Material Adverse Effect;

the Corporation and the Subsidiaries have not approved, are not contemplating, have not entered into, and have no knowledge of:

a change of control (by sale or transfer of shares or sale of all or substantially all of the assets or otherwise) of the Corporation or the Subsidiaries;

ii.

a proposed or planned disposition of any securities by any insider (as defined above and under Applicable Securities Laws) or any shareholder who owns, directly or indirectly, 5% or more of the issued and outstanding securities of the Corporation or the Subsidiaries; or

iii.

any written or oral agreement, option, understanding or commitment or any right or privilege capable of becoming such, for the purchase, sale, transfer or other disposition of any material property or assets or any interest therein owned directly or indirectly by the Corporation or the Subsidiaries;

no acquisitions or dispositions have been made by the Corporation in the three most recently completed fiscal years that are “significant acquisitions” or “significant dispositions”, and the Corporation and the Subsidiaries are not a party to and have not

approved the entering into of any contract or agreement with respect to any acquisition or disposition of material property or assets which would require disclosure under applicable securities laws;

as at the date hereof, the Corporation has no reason to believe that any person intends to cease dealing with the Corporation or the Subsidiaries on substantially the same terms as such person presently deals with the Corporation or the Subsidiaries, which may have or result in a Material Adverse Effect;

the Corporation and each Subsidiary has good title to all real, immovable, personal and movable properties owned by it, free and clear of all liens of any kind;

other than as disclosed in the Public Record, there are no actions, suits, judgements, proceedings, investigations or inquiries of any kind whatsoever outstanding, pending or to the knowledge of the Corporation or the Subsidiaries, threatened against or affecting the Corporation or the Subsidiaries at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality, which could have a Material Adverse Effect, and the Corporation has no knowledge of any basis on which any such matter might be commenced with any reasonable likelihood of success;

the Corporation has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its securities of any class, and have not directly or indirectly, redeemed, purchased or otherwise acquired any of its Common Shares or securities or agreed to do so. Other than restrictions under applicable securities laws, other than the Transaction Documents, there is no restriction on or impediment to the declaration or payment of any dividend or other distribution on the Common Shares in the constating documents of the Corporation or in any agreement, mortgage, note, debenture, indenture or other instrument or document to which the Corporation is party;

other than as disclosed in the Public Record, the Corporation and the Subsidiaries do not owe any material amount to, nor has the Corporation or the Subsidiaries made any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee or security holder of the Corporation or the Subsidiaries or any of its affiliates or any person not dealing at “arm’s-length” (as such term is defined in the Income Tax Act (Canada)) with any of them except for usual employee reimbursements and compensation paid in the ordinary and normal course of its business. Except for usual arrangements made in the ordinary and normal course of the business and other than as disclosed in the Public Record, the Corporation and the Subsidiaries are not a party to any material contract, agreement or understanding with any officer, director, employee or security holder of the Corporation or the Subsidiaries or any of its affiliates or any other person not dealing at arm’s-length with the Corporation or the Subsidiaries;

policies of insurance issued by insurers of recognized financial responsibility are maintained in respect of the operations, properties and assets, employees, directors and officers of the Corporation and the Subsidiaries in such amounts and covering such risks as are prudent and customary in the Corporation’s or the Subsidiaries’ business. All such policies of insurance are in full force and effect and no material default exists under such policies of insurance as to the payment of premiums or otherwise under the terms of any such policy, there are no material claims by the Corporation or the Subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; to the knowledge of the Corporation and

the Subsidiaries, the Corporation and the Subsidiaries will be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business. The Corporation and the Subsidiaries have not been denied any insurance coverage which it has sought or for which it has applied;

the Corporation is in compliance in all respects with its timely and continuous disclosure obligations under Applicable Securities Laws;

aa.

the audited consolidated financial statements of the Corporation as at and for the financial years ended March 31, 2025 and 2024, and the unaudited condensed consolidated interim financial statements of the Corporation for the nine months ended December 31, 2025 and 2024 (collectively, the “Financial Statements”): (i) are, in all material respects, consistent with the books and records of the Corporation; (ii) have been prepared in accordance with U.S. GAAP consistently applied throughout the periods referred to therein; and (iii) present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise as required by U.S. GAAP) of the Corporation as at such dates and the results of its operations and its cash flows for the periods then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation in accordance with U.S. GAAP and, there has been no change in accounting policies or practices of the Corporation since March 31, 2025, other than as required by U.S. GAAP and as disclosed in the Financial Statements. The Corporation is not aware of any fact or circumstance presently existing that would render such Financial Statements and financial information materially incorrect;

bb.

the Corporation maintains a system of internal accounting controls sufficient to provide reasonable assurances that transactions are executed in accordance with management’s general or specific authorization, and transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP;

cc.

the auditors of the Corporation are, and were during the period covered by their report, independent public accountants as required under applicable Securities Laws and there has never been a reportable disagreement (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations) between the Corporation and its auditors;

dd.

all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable or required to be collected or withheld and remitted, by the Corporation and the Subsidiaries have been paid, collected or withheld and remitted as applicable, except for where the failure to pay such Taxes would not have a Material Adverse Effect. The Corporation has established on its books and records reserves that are adequate for the payment of all material Taxes not yet due and payable and there are no liens for Taxes on the assets of the Corporation or any Subsidiary that are material, and there are no audits pending of the tax returns of the Corporation or the Subsidiaries (whether federal, state, provincial, local or foreign). Except to the extent that failure to do so would not have a Material Adverse Effect, all tax returns, declarations, remittances and filings required to be filed by the Corporation and the Subsidiaries have been filed with all appropriate Governmental Bodies and all such returns, declarations, remittances and filings are complete and accurate and, no material fact or facts have been omitted

therefrom which would make any of them misleading. To the knowledge of the Corporation, no examination of any tax return of the Corporation or the Subsidiaries is currently in progress and there are no issues or disputes outstanding with any Governmental Body respecting any taxes that have been paid, or may be payable, by the Corporation or the Subsidiaries. There are no agreements, waivers or other arrangements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to the Corporation or the Subsidiaries;

ee.

there are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of the Corporation or the Subsidiaries with unconsolidated entities or other persons;

ff.

the Corporation does not have any liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, which are not disclosed or referred to in the Public Record, including in the Financial Statements and the notes thereto;

gg.

the Corporation directly or indirectly holds the entire right, title and interest in and to all of the Corporation IP free and clear of all Liens other than Permitted Liens;

hh.

(i) the Corporation and its Subsidiaries have the exclusive and unfettered right to use the Corporation IP; (ii) all patents pending and registered trademarks included in the Corporation IP have been duly registered or applications to register the same have been filed in all appropriate offices and any such applications or registrations are in good standing; (iii) the Corporation holds three granted patents, eight published patents and two patent applications pending; (iv) the Corporation has the exclusive right to use the Licensed IP (other than commercial off-the-shelf software licensed to the Corporation); (v) all licenses to third parties of Corporation IP provide non-exclusive rights to use the relevant Intellectual Property; (vi) the Corporation is not a party to any agreement or commitment to pay any royalty or other fee to use the Licensed IP; (vii) the Corporation IP is valid and the rights of the Corporation in the Corporation IP are enforceable; (viii) all applications for registration of any Corporation IP are in good standing, stand in the name of the Corporation and have been filed in a materially timely manner in the appropriate offices to preserve the rights thereto and, in the case of a provisional application, the Corporation confirms that all right, title and interest in and to the invention(s) disclosed in such application have been assigned in writing (without any express right to revoke such assignment) to the Corporation, and the Corporation has prosecuted, and is prosecuting, such applications diligently; and (ix) all registrations of the Corporation IP are in good standing and are recorded in the name of the Corporation in the appropriate offices to preserve the rights thereto, and all such registrations have been filed, prosecuted and obtained in accordance with all applicable legal requirements and are currently in effect and in material compliance with all applicable legal requirements. No registration of the Corporation IP has expired, become abandoned, been cancelled or expunged, or has lapsed for failure to be renewed or maintained, except where such expiration, abandonment, cancellation, expungement or lapse would not materially impact the Corporation or its property or assets. The Corporation IP and the Licensed IP is all of the Intellectual Property used in or required for the proper carrying on of the business of the Corporation and the Corporation has not received any notice or claim (whether written, oral or otherwise) challenging its ownership or right to use of any Corporation IP or suggesting that any other person has any claim of legal or beneficial ownership or other claim or interest with respect thereto, nor, to the knowledge of the Corporation, is there a reasonable basis for any claim that any person other than the

Corporation has any claim of legal or beneficial ownership or other claim or interest in any Corporation IP;

ii.

to the Corporation’s knowledge, neither the use of the Corporation IP nor the conduct of the business of the Corporation infringes or otherwise violates the Intellectual Property rights of any other person. To the best of the Corporation’s knowledge, no infringement, misuse or misappropriation of the Corporation IP has occurred or is occurring, and to the Corporation’s knowledge, there is no basis for any such claims;

jj.

all testing, product research and development activities, including quality assurance, quality control, testing, and research and analysis activities, conducted by the Corporation or the Subsidiaries in connection with its business is being conducted in compliance, in all respects, with all industry, laboratory safety, management and training standards applicable to its current and proposed business (as disclosed in the Public Record) and all such processes, procedures and practices, required in connection with such activities are in place as necessary and are being complied with, in all respects;

kk.

no union has been accredited or otherwise designated to represent any employees of the Corporation or the Subsidiaries and, to the knowledge of the Corporation and the Subsidiaries, no accreditation request or other representation question is pending with respect to the employees of the Corporation or the Subsidiaries and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect in any of the Corporation’s or any Subsidiary’s facilities and none is currently being negotiated by the Corporation or the Subsidiaries;

ll.

the Corporation and the Subsidiaries have satisfied all obligations under, and there are no outstanding defaults or violations with respect to, and no taxes, penalties, or fees are owing or eligible under or in respect of, any employee benefit, incentive, pension, retirement, stock option, stock purchase, stock appreciation, health, welfare, medical, dental, disability, life insurance and similar plans, arrangements or practices relating to the current or former employees, officers or directors of the Corporation or the Subsidiaries maintained, sponsored or funded by it, whether written or oral, funded or unfunded, insured or self-insured, registered or unregistered and all contributions or premiums required to be paid thereunder have been made in a timely fashion and any such plan or arrangement which is a funded plan or arrangement is fully funded on an ongoing and termination basis, except for any default, violation, tax, penalty or fee which, whether individually or in the aggregate, has not resulted in and would not reasonably be expected to result in a Material Adverse Effect;

mm.

there has not been and there is not currently any pending labour disruption, grievance, arbitration proceeding or other conflict by any current or former employee, consultant or agent of the Corporation or the Subsidiaries which could reasonably be expected to have a Material Adverse Effect and the Corporation and the Subsidiaries are in compliance with all provisions of all laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours, except for noncompliance with any such provisions that would not have a Material Adverse Effect;

nn.

(i) the Corporation and each Subsidiary, its assets and properties and the operation of its business, have been and are, to the knowledge of the Corporation, in compliance in all material respects with all Environmental Laws; (ii) the Corporation and the Subsidiaries have complied in all material respects with all reporting and monitoring requirements under all Environmental Laws; and (iii) the Corporation and the Subsidiaries have never

received any notice of any material non-compliance in respect of any Environmental Laws and (iv) there are no material Environmental Permits necessary to conduct the Business;

oo.

without limiting the generality of the subparagraph immediately above, the Corporation and the Subsidiaries are not aware of, nor have they received any notice of, any material claim, judicial or administrative proceeding, pending, threatened against or contemplated, or which may affect the Corporation or the Subsidiaries or any of its properties, assets or operations, relating to, or alleging any violation of any Environmental Laws, the Corporation and the Subsidiaries are not aware of any facts which could give rise to any such claim or judicial or administrative proceeding and the Corporation is not aware of any investigation, evaluation, audit or review by any Governmental Body of the Corporation or the Subsidiaries or any of its properties, assets or operations thereof to determine whether any violation of any Environmental Laws has occurred or is occurring or whether any remedial action is needed in connection with a release of any contaminant into the environment, except for compliance investigations conducted in the normal course by any Governmental Body, in each case which could reasonably be expected to have a Material Adverse Effect;

pp.

there are no orders, rulings or directives issued, pending or, to the knowledge of the Corporation, threatened against the Corporation or the Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to the property or assets of the Corporation and the Subsidiaries;

qq.

the Corporation and the Subsidiaries are not subject to any contingent or other liability relating to the restoration or rehabilitation of land, water or any other part of the environment (except for those derived from normal production and exploration activities) or non-compliance with Environmental Laws;

rr.

the Corporation and the Subsidiaries have never been in violation of, in connection with the ownership, use, maintenance or operation of its property or assets, any applicable federal, provincial, state, municipal or local laws, by-laws, regulations, orders, policies, permits having the force of law, domestic or foreign, relating to environmental, health or safety matters which could reasonably be expected to have a Material Adverse Effect;

ss.

the Corporation and the Subsidiaries do not own any real property and the Corporation and the Subsidiaries have used any leased real property, or any facility which it previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Materials other than in compliance with Environmental Laws;

tt.

the Corporation is a reporting issuer in good standing in each of the Provinces of British Columbia, Alberta, and Ontario and (i) has no reasonable grounds to believe that it will not continue to be a reporting issuer in good standing in each such jurisdiction for at least 12 months following the Closing; (ii) is in compliance, including with respect to its Public Record, with all Applicable Securities Laws in all respects, except where any such non-compliance, whether individually or in the aggregate, would not constitute a Material Adverse Effect; (iii) the Corporation is not included on a list of defaulting reporting issuers maintained by the securities commissions of each such jurisdiction; (iv) the Public Record, as of each document’s respective filing date, does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they

were made, not misleading as of the date made; and (v) has no current confidential material change reports;

uu.

no order ceasing or suspending trading in securities of the Corporation or prohibiting the sale of securities by the Corporation has been issued that remains outstanding, and, to its knowledge, no proceedings for this purpose have been instituted, are pending, contemplated or threatened by any securities commission or self- regulatory organization; the Corporation is not in default of any material requirement of any Applicable Securities Laws, and the Corporation is entitled to avail itself of the applicable prospectus exemptions available under such Applicable Securities Laws in respect of the trades in its securities to the Subscriber as contemplated in this Agreement;

vv.

the outstanding Common Shares are listed and posted for trading on the TSXV, and all necessary notices and filings have been made with, and all necessary consents, approvals and authorizations have been obtained by the Corporation from, the TSXV to ensure that the Warrant Shares issuable upon exercise of the Warrants will be listed and posted for trading on the TSXV upon their issuance;

ww.

the Common Shares and Warrants comprising the Units and the Warrant Shares issuable upon exercise of the Warrants will not be subject to a restricted period or to a statutory hold period under Applicable Securities Laws or to any resale restriction under the policies of the TSXV which extends beyond four months and one day after the Closing Date, provided that any Common Shares and Warrants comprising the Units and the Warrant Shares issuable upon exercise of the Warrants issued to residents in the United States will be subject to a 12 month hold period under the applicable securities laws of the United States;

xx.

the Corporation has not withheld, and will not withhold from the Subscriber prior to the Closing Time, any material facts relating to the Corporation, the Subsidiaries, or the Offering;

yy.

Computershare Trust Company of Canada, at its offices in Vancouver, British Columbia, has been duly appointed as registrar and transfer agent for the Common Shares;

zz.

the Corporation has not and will not provide to prospective purchasers any document or other material that would constitute an offering memorandum or future oriented financial information within the meaning of Applicable Securities Laws. The Corporation has not engaged in any form of general solicitation or general advertising in connection with the offer and sale of the Units, including but not limited to, causing the sale of the Units to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Units whose attendees have been invited by general solicitation or advertising;

aaa.

there is no material fact known to the Corporation that has not been disclosed herein, or to the Subscriber, or in any other agreement, document or written instrument furnished by the Corporation to the Subscriber in connection with the transactions contemplated hereby and thereby and which has resulted in or would reasonably be expected to result in a Material Adverse Effect;

bbb.

all information which has been prepared by the Corporation relating to the Corporation, the Subsidiaries, and the business, properties and liabilities of the Corporation and the Subsidiaries that has been made available to the Subscriber, including all financial, marketing, sales and operational information provided to the Subscriber, as applicable, was, as of the date of such information, true and correct in all material respects, taken as a whole, and no fact or facts have been omitted therefrom which would make such information materially misleading and did not contain a misrepresentation;

ccc.

the forms and terms of the certificates representing the Common Shares and the Warrants have been approved and adopted by the board of directors of the Corporation and do not and will not conflict with any applicable laws, including Applicable Securities Laws; and

ddd.

The aggregate proceeds raised under the Offering shall be used by the Corporation for the deployment of the Company’s modular direct lithium extraction plant and for general corporate purposes.

Closing Conditions

The obligation of the Corporation to issue and sell to the Subscriber the Units subscribed for by the Subscriber hereunder, notwithstanding anything to the contrary contained in this Subscription Agreement, is subject to, among other things, the following conditions being fulfilled or performed on or before the Closing Time, which conditions are for the exclusive benefit of the Corporation and may be waived, in whole or in part, by the Corporation in its sole discretion:

all of the terms, covenants, agreements and conditions of this Subscription Agreement for the benefit of the Corporation to be complied with or performed by the Subscriber on or before the Closing Time shall have been complied with or performed to the reasonable satisfaction of the Corporation;

the representations and warranties of the Subscriber in this Subscription Agreement having been true and correct in all material respects as of the date of this Subscription Agreement and being true and correct in all material respects at the Closing Time;

the Corporation accepting the Subscriber’s subscription, in whole or in part;

the offer, sale and issuance of the Units being exempt from the prospectus requirements of applicable securities laws;

the Subscriber executing and delivering to the Corporation all reports, undertakings or other documents required under applicable securities laws in connection with the offer, sale and issuance of the Units to the Subscriber;

the Corporation having obtained all required regulatory approvals (including any approvals that may be required under applicable securities laws or by the TSXV) and third-party consents necessary to permit the completion of the transactions contemplated hereby;

all documentation relating to the offer, sale and issuance of the Units being in form and substance satisfactory to the Corporation; and

execution and deliver of the Subscription Agreement.

Closing

The completion of the offer, sale and issuance of the Units as contemplated by this Subscription Agreement is expected to occur on or before April [*], 2026, and such other date or dates and at such time or times as the Corporation and the Subscriber may agree in writing (the “Closing Date” and “Closing Time”, respectively), provided such date or dates are not later than the day mandated by the TSXV for the closing of the Offering.

The Subscriber agrees to deliver to the Corporation, or as the Corporation may direct, not later than the Closing Time:

this Subscription Agreement, duly completed and executed by the Subscriber; and

payment for the subscription price for such tranche of the Offering.

At the Closing Time, the Corporation shall deliver or cause to be delivered to the Subscriber:

this Subscription Agreement, duly executed by the Corporation;

customary legal opinions ancillary closing documentation; and

certificates (or copies thereof) and/or DRS Statements representing the Unit Shares and Unit Warrants acquired pursuant to this Subscription Agreement and registered as set out on the face page hereof.

10.

The Corporation shall be entitled to rely on delivery of a facsimile or portable document format (“PDF”) copy of executed subscriptions, and acceptance by the Corporation of such facsimile or PDF subscriptions shall be legally effective to create a valid and binding agreement between the Subscriber and the Corporation in accordance with the terms hereof. In addition, this Subscription Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same document. If less than a complete copy of this Subscription Agreement is delivered to the Corporation prior to the Closing Time, the Corporation shall be entitled to assume that the Subscriber accepts and agrees with all of the terms and conditions of this Subscription Agreement on the pages not delivered at the Closing Time unaltered.

Privacy

11.

The Subscriber acknowledges that:

this Subscription Agreement requires the Subscriber to provide certain information to the Corporation, which may include personal information. Such information is being collected by the Corporation for the purposes of completing the Offering, which includes, without limitation, determining the Subscriber’s eligibility to acquire the Units under applicable securities laws, preparing and registering certificates and/or DRS Statements representing the Unit Shares and Unit Warrants to be issued to the Subscriber, if applicable, and completing filings required by any stock exchange or securities regulatory authority;

the Subscriber’s information may be disclosed by the Corporation to: (i) stock exchanges or securities regulatory authorities; (ii) the Corporation’s registrar and transfer agent; (iii) Canada Revenue Agency; and (iv) any of the other parties involved in the Offering, including legal counsel, and may be included in record books in connection with the

Offering, and by executing this Subscription Agreement, the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber’s personal information and to the filing of copies or originals of any of the documents as may be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby; and

the Subscriber acknowledges and agrees that it has been notified by the Corporation (i) of the delivery to the securities regulatory authority or regulator of the full legal name, full residential address, email address and telephone number of the Subscriber, the number and type of securities purchased, the total purchase price, the exemption relied upon, the date of distribution, whether the Subscriber is an Insider of the Corporation or a Registrant and the full legal name of the person compensated for distribution to the Subscriber (if any); (ii) that this information is being collected by the securities regulatory authority or regulator under the authority granted in securities legislation; (iii) that this information is being collected for the purposes of the administration and enforcement of the securities legislation of the local jurisdiction; (iv) the title, business address and business telephone number of the public official who can answer questions about the security regulatory authority’s or regulator’s indirect collection of the information is as set out in Exhibit 9.

The Subscriber represents and warrants that it has the authority to provide the consents and acknowledgements set out in this Section 11.

General

12.

The Subscriber agrees that the representations, warranties, covenants and acknowledgements made in this Subscription Agreement are made with the intent that they may be relied upon by the Corporation in determining the suitability of the Subscriber as an acquirer of Units and will be true and correct both as of the execution of this Subscription Agreement, as of the time this subscription is accepted and as of the Closing Date, and will survive the completion of the issuance of the Units. The Subscriber agrees to indemnify and hold harmless the Corporation and its directors, officers, employees, advisors, affiliates, shareholders, partners and agents from and against any and all loss, liability, claim, damage and expense whatsoever including, but not limited to, any fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, administrative proceeding or investigation commenced or threatened or any claim whatsoever arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Corporation in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any document furnished by the Subscriber to the Corporation or in connection herewith. The Subscriber undertakes to immediately notify the Corporation’s legal counsel, Attention: Kathleen Skerrett; by e-mail: kskerrett@grllp.com, of any change in any statement or other information relating to the Subscriber set forth herein which takes place prior to receipt of an accepted Subscription Agreement.

13.

The Corporation will pay all of the reasonable and documented out of pocket costs and expenses incurred by the Subscriber and its affiliates in connection with the Offering including, for greater certainty, the reasonable fees of legal counsel of the Subscriber, up to a maximum of CAD$20,000 plus applicable taxes and disbursements.

14.

The Subscriber acknowledges and agrees that all costs incurred by the Subscriber (including any fees and disbursements of any counsel retained by the Subscriber) relating to the issuance of the Units to the Subscriber shall be borne by the Subscriber.

15.

The contract arising out of this Subscription Agreement and all documents relating thereto shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of British Columbia.

16.

In this Subscription Agreement, references to “$” or “C$” are to Canadian dollars.

17.

This Subscription Agreement represents the entire agreement of the parties hereto relating to the subject matter hereof and there are no representations, covenants or other agreements relating to the subject matter hereof except as stated or referred to herein. Time shall be of the essence hereof.

18.

The representations and warranties made by the Subscriber in this Subscription Agreement shall survive the closing of the transactions contemplated hereby for the benefit of the Corporation. The representations and warranties made by the Corporation in this Subscription Agreement shall survive the closing of the transactions contemplated hereby for the benefit of the Subscriber. The terms and provisions of this Subscription Agreement shall be binding upon and enure to the benefit of the Subscriber and the Corporation and their respective heirs, executors, administrators, successors and assigns; provided that, except as otherwise herein provided, this Subscription Agreement shall not be assignable by any party without prior written consent of the other party.

19.

Except as otherwise provided herein, this Subscription Agreement may only be amended by the parties hereto in writing.

20.

The invalidity, illegality or unenforceability of any provision of this Subscription Agreement shall not affect the validity, legality or enforceability of any other provision hereof.

21.

Nothing herein shall constitute or be construed to constitute a partnership of any kind whatsoever between the Subscriber and the Corporation.

22.

The headings used in this Subscription Agreement have been inserted for convenience of reference only and shall not affect the meaning or interpretation of this Subscription Agreement or any provision hereof.

EXHIBIT 10.2

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY: (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 144 THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY 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, AND, IN THE CASE OF (C)(1) OR (D), THE SELLER HAS FURNISHED TO THE CORPORATION AND ITS TRANSFER AGENT AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO THAT EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

THESE WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE AUGUST 30, 2026.

THIS WARRANT CERTIFICATE IS VOID IF NOT EXERCISED ON OR BEFORE 5:00 P.M.
(PACIFIC STANDARD TIME) ON APRIL 29, 2030.

WARRANT CERTIFICATE
INTERNATIONAL BATTERY METALS LTD.
(Incorporated under the laws of the Province of British Columbia)


WARRANT CERTIFICATE NO. 2026-002	34,315,465 WARRANTS entitling the holder to acquire, subject to adjustment, one Common Share for each Warrant represented hereby at a price of CAD$0.145 per share.

THIS IS TO CERTIFY THAT

EV METALS 9 LLC
(hereinafter referred to as the “Holder” or the “Warrantholder”)

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is entitled to acquire for each Warrant represented hereby, in the manner and subject to the restrictions and adjustments set forth herein, at any time and from time to time until 5:00 p.m. (Pacific Standard Time) on April 29, 2030 (the “Expiry Time”), one fully paid and non-assessable common share (“Common Share”) in the capital of International Battery Metals Ltd. (the “Company”).

This Warrant may only be exercised at the registered office of the Company at International Battery Metals Ltd., Vancouver, B.C. This Warrant is issued subject to the terms and conditions appended hereto as Schedule A.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by a duly authorized officer.

DATED for reference April 29, 2026.

INTERNATIONAL BATTERY METALS LTD.

/s/ Joseph Mills
Authorized Signatory

(See terms and conditions attached hereto)

EXHIBIT 10.2

SCHEDULE A

TERMS AND CONDITIONS FOR WARRANT

Terms and Conditions attached to the Warrant issued by International Battery Metals Ltd. and dated for reference as of April 29, 2026.

ARTICLE 1 INTERPRETATION

1.1.

Definitions

In these Terms and Conditions, unless there is something in the subject matter or context inconsistent therewith:

1.1.1.

“Business Day” means a day other than a Saturday, Sunday or other statutory holiday in Vancouver, British Columbia;

1.1.2.

“Common Shares” means the common shares in the capital of the Company as constituted on the date hereof to be issued pursuant to the exercise of Warrants;

1.1.3.

“Company” means International Battery Metals Ltd., unless and until a successor corporation shall have become such in the manner prescribed in Article 6, and thereafter “Company” shall mean such successor corporation;

1.1.4.

“Company’s Auditors” means an independent firm of accountants duly appointed as auditors of the Company;

1.1.5.

“Exchange” means the TSX Venture Exchange or such other stock exchange on which the Company’s Common Shares are listed and posted for trading;

1.1.6.

“Exercise Price” means the price of CAD$0.145 per share;

1.1.7.

“Expiry Time” means 5:00 p.m. (Pacific Standard Time) on April 29, 2030;

1.1.8.

“herein”, “hereby” and similar expressions refer to these Terms and Conditions as the same may be amended or modified from time to time; and the expression “Article” and “Section” followed by a number refer to the specified Article or Section of these Terms and Conditions;

1.1.9.

“Issue Date” means April 29, 2026;

1.1.10.

“person” means an individual, corporation, partnership, trustee or any unincorporated organization and words importing persons have a similar meaning;

1.1.11.

“Public Record” means all documents and information filed by the Company with the British Columbia Securities Commission and any other applicable securities commissions or securities regulatory authority of a province or territory of Canada, which is available for public viewing on the SEDAR Plus website at https://www.sedarplus.ca/landingpage/under the Company’s profile;

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1.1.12.

“Trading Day” means any day on which the principal exchange or market on which the Common Shares trade is open for trading;

1.1.13.

“United States” or “U.S.” means, as the context requires, the United States of America, its territories and possessions, any state of the United States, and/or the District of Columbia;

1.1.14.

“U.S. Person” means a “U.S. person” as defined in Rule 902(k) of Regulation S (the definition of which includes, but is not limited to, (i) any natural person resident in the United States, (ii) any partnership or corporation organized or incorporated under the laws of the United States, (iii) any partnership or corporation organized outside of the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized, or incorporated, and owned, by U.S. Accredited Investors who are not natural persons, estates or trusts, and (iv) any estate or trust of which any executor or administrator or trustee is a U.S. Person);

1.1.15.

“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

1.1.16.

“Warrant” means the warrant to acquire Common Shares evidenced by the Warrant Certificate; and

1.1.17.

“Warrant Certificate” means the certificate to which these Terms and Conditions are attached.

1.2.

Interpretation Not Affected by Headings

1.2.1.

The division of these Terms and Conditions into Articles and Sections, and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation thereof.

1.2.2.

Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders.

1.3.

Applicable Law

The terms hereof and of the Warrant shall be construed in accordance with the laws of the Province of British Columbia and the laws of Canada.

ISSUE OF WARRANT

2.1.

Issue of Warrants

That number of Warrants set out on the Warrant Certificate are hereby created and authorized to be issued.

2.2.

Additional Warrants

Subject to any other written agreement between the Company and the Warrantholder, the Company may at any time and from time to time undertake further equity or debt financing and may issue

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additional Common Shares, warrants, or grant options or similar rights to purchase Common Shares to any person.

2.3.

Issue in Substitution for Lost Warrants

If the Warrant Certificate becomes mutilated, lost, destroyed, or stolen:

2.3.1.

the Company shall issue and deliver a new Warrant Certificate of like date and tenor as the one mutilated, lost, destroyed, or stolen, in exchange for and in place of and upon cancellation of such mutilated, lost, destroyed or stolen Warrant Certificate; and

2.3.2.

the holder shall bear the cost of the issue of a new Warrant Certificate hereunder and in the case of the loss, destruction or theft of the Warrant Certificate, shall furnish to the Company such evidence of loss, destruction, or theft as shall be satisfactory to the Company in its reasonable discretion and the Company may also require the holder to furnish indemnity in an amount and form satisfactory to the Company in its reasonable discretion, and shall pay the reasonable charges of the Company in connection therewith.

2.4.

Warrantholder Not a Shareholder

The Warrant shall not constitute the holder a shareholder of the Company, nor entitle it to any right or interest in respect thereof except as may be expressly provided in the Warrant.

2.5.

Securities Law Exemption

The Holder acknowledges and agrees that the Warrants and any Common Shares issued pursuant to the exercise of any Warrants have been or will be issued only on a “private placement” basis and that the Company does not intend to file any prospectus or registration statement in any jurisdiction in order to qualify any of such Warrants and/or Common Shares for resale.

OWNERSHIP AND TRANSFER OF WARRANT

3.1 Exchange of Warrants

A Warrant Certificate in any authorized denomination, upon compliance with the reasonable requirements of the Company, may be exchanged for a Warrant Certificate(s) in any other authorized denomination of the same issue entitling the Holder to purchase an equal aggregate number of Common Shares at the same Exercise Price and on the same terms as the Warrant Certificate so exchanged.

Warrants may be exchanged only with the Company. Any Warrants tendered for exchange will be surrendered to the Company and cancelled.

The Warrants are transferable on the terms and conditions contained herein and by the Holder completing and submitting to the Company a completed and duly executed Warrant Transfer Form attached hereto as Schedule D.

3.2 Charges for Exchange

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On exchange of Warrants, the Company, except as otherwise herein provided, may charge a reasonable fee for each new Warrant Certificate issued, and payment of any transfer taxes or governmental or other charges required to be paid will be made by the party requesting such exchange.

3.3 Ownership of Warrants

The Company may deem and treat the Holder of a Warrant as the absolute owner of such Warrant for all purposes and will not be affected by any notice or knowledge to the contrary.

3.4 Notice to Holder

Unless herein otherwise expressly provided, any notice to be given hereunder to a Holder will be deemed to be validly given, if mailed to the address of the Holder as set out on the Warrant Certificate. Any notice so given will be deemed to have been received five days from the date of mailing to the Holder or any market intermediary then holding the Warrants of the Holder in any trust account.

EXERCISE OF THE WARRANTS

4.1 Method of Exercise of the Warrant

The right to purchase Common Shares conferred by the Warrant Certificate may be exercised, prior to the Expiry Time, by the holder surrendering it, with a duly completed and executed exercise form substantially in the form attached hereto as Schedule B and cash or a certified cheque payable to or to the order of the Company, for the Exercise Price applicable at the time of surrender in respect of the Common Shares subscribed for in lawful money of Canada, to the Company.

4.2 Effect of Exercise of the Warrant

4.2.1 Upon surrender and payment as aforesaid the Common Shares so subscribed for shall be issued as fully paid and non-assessable shares and the holder shall become the holder of record of such Common Shares on the date of such surrender and payment; and

4.2.2 Within two business days after surrender and payment as aforesaid, the Company shall forthwith cause the issuance to the holder of a certificate for the Common Shares purchased as aforesaid.

4.3 Subscription for Less than Entitlement

The holder may subscribe for and purchase a number of Common Shares less than the number which it is entitled to purchase pursuant to the surrendered Warrant Certificate. In the event of any purchase of a number of Common Shares less than the number which can be purchased pursuant to the Warrant Certificate, the holder shall be entitled to the return of the Warrant Certificate with a notation on the Grid attached hereto as Schedule C showing the balance of the Common Shares which it is entitled to purchase pursuant to the Warrant Certificate which were not then purchased.

4.4 Expiration of the Warrant

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After the Expiry Time all rights hereunder shall wholly cease and terminate, and the Warrant shall be void and of no effect.

4.5 U.S. Securities Law Provisions

The Warrants and the Common Shares to be issued upon their exercise have not been registered under the U.S Securities Act, or the securities laws of any state of the United States. The Warrants may not be exercised by, or for the account or benefit of, a U.S. Person or a person in the United States, unless (i) the Common Shares are registered under the U.S. Securities Act and applicable U.S. state securities laws, or (ii) an exemption from such registration requirements is available and, in either case, the Holder has complied with the requirements set forth in the Warrant Exercise Form attached hereto as Schedule B.

Any Common Shares issued upon exercise of this Warrant in the United States, or to or for the account or benefit of a U.S. Person or a person in the United States, will be “restricted securities”, as defined in Rule 144(a)(3) under the U.S. Securities Act. The certificates or other instruments representing such Common Shares, as well as all certificates or other instruments issued in exchange or in substitution therefor, until such time as is no longer required under the applicable requirements of the U.S. Securities Act, or applicable U.S. state securities laws, will bear, on the face of such certificate or other instrument, the following legends:

“THE SECURITIES REPRESENTED HEREBY HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY AND INDIRECTLY, ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ALL APPLICABLE LOCAL LAWS AND REGULATIONS; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C) OR (D) ABOVE, ONLY AFTER THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING AND/OR SUCH OTHER DOCUMENT AS MAY BE REQUESTED BY THE COMPANY IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT.

THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.”

provided, that if the Common Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act (“Regulation S”) and such Common Shares were acquired at a time when the Company is a “foreign issuer” as defined in Regulation S, the legends set forth above in this section may be removed by providing a declaration to the registrar and transfer agent of the Company, as set forth in Schedule E attached

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hereto (or in such other form as the Company may prescribe from time to time); and provided, further, that, if the Common Shares are being sold otherwise than in accordance with Rule 904 of Regulation S and other than to the Company, the legends may be removed by delivery to the registrar and transfer agent and the Company of an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company that such legends are no longer required under applicable requirements of the U.S. Securities Act.

Notwithstanding any provision to the contrary contained herein, no Common Shares will be issued pursuant to the exercise of any Warrant if the issuance of such securities would constitute a violation of the securities laws of any applicable jurisdiction, and the certificates or other instruments evidencing the Common Shares thereby issued may bear such legends as may, in the opinion of legal counsel to the Company, be necessary in order to avoid a violation of any securities laws of any applicable jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares of the Company are listed; provided that, at any time, in the opinion of legal counsel to the Company, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate or other instrument, at that holder’s expense, provides the Company with evidence reasonably satisfactory in form and substance to the Company (which may include an opinion of legal counsel reasonably satisfactory to the Company) to the effect that such holder is entitled to sell or otherwise transfer such Common Shares in a transaction in which such legends are not required, such legended certificate may thereafter be surrendered to the Company in exchange for a certificate which does not bear such legends.

4.6 Hold Periods and Legends of Share Certificate

If any of the Warrants are exercised prior to the date that is four months and a day from the date of issuance of the Warrants, the certificates representing the Common Shares to be issued pursuant to such exercise shall bear the following legend unless otherwise not applicable, in addition to any other required legends as set forth in Section 4.5:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE AUGUST 30, 2026.”

ADJUSTMENTS

5.1 Adjustments

The number of Common Shares purchasable upon the exercise of each Warrant and the Exercise Price shall be subject to adjustment as follows:

5.1.1 in the event the Company shall:

5.1.1.1 pay a dividend in Common Shares or make a distribution in Common Shares;

5.1.1.2 subdivide its outstanding Common Shares;

5.1.1.3 combine its outstanding Common Shares into a smaller number of Common Shares; or

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5.1.1.4 issue by reclassification of its Common Shares other securities of the Company (including any such reclassification in connection with a consolidation, merger, amalgamation, or other combination in which the Company is the surviving corporation);

the number of Common Shares (or other securities) purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of Common Shares or other securities of the Company which it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this Section (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

5.1.2 In any case in which this Article 5 shall require that any adjustment in the Exercise Price be made effective immediately after a record date for a specified event, the Company may elect to defer until the occurrence of the event the issuance, to the holder of any Warrant exercised after that record date, of the Common Shares and other shares of the Company,

if any, issuable upon the exercise of the Warrant over and above the Common Shares and other shares of the Company; provided, however, that the Company shall deliver to the holder an appropriate instrument evidencing the holder’s right to receive such additional shares upon the occurrence of the event requiring such adjustment.

5.2 Notice of Adjustment

Whenever the number of Common Shares purchasable upon the exercise of each Warrant or the Exercise Price of such Common Shares is adjusted, as herein provided, the Company shall promptly send to the Warrantholder by email, followed by first class mail, postage prepaid, notice of such adjustment or adjustments.

5.3 No Adjustment for Dividends

Except as provided in Section 5.1 of this Article 5, no adjustment in respect of any dividends shall be made during the term of a Warrant or upon the exercise of a Warrant.

5.4 Preservation of Purchase Rights Upon Merger, Consolidation, etc.

In connection with any consolidation of the Company with, or amalgamation or merger of the Company with or into, another corporation (including, without limitation, pursuant to a “takeover bid”, “tender offer” or other acquisition of all or substantially all of the outstanding Common Shares) or in case of any sale, transfer or lease to another corporation of all or substantially all the property of the Company, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Warrantholder an agreement that the Warrantholder shall have the right thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to purchase upon exercise of each Warrant the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, amalgamation, merger, sale, transfer or lease had such Warrant been exercised immediately prior to such action, and the Warrantholder shall be bound to accept such shares and other securities and property in lieu of the Common Shares to which it was previously entitled; provided, however, that no adjustment in respect of dividends, interest or other income on or from such shares or other securities and property shall be made during the term of a Warrant or upon the

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exercise of a Warrant. Any such agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Schedule A. The provisions of this Article 5 shall similarly apply to successive consolidations, mergers, amalgamation, sales, transfers or leases.

5.5 Determination of Adjustments

If any questions shall at any time arise with respect to the Exercise Price, such question shall be conclusively determined by the Company’s Auditors, or, if they decline to so act, any other firm of Chartered Accountants, in Vancouver, British Columbia, that the Company may designate and the Warrantholder, acting reasonably, may approve, and who shall have access to all appropriate records and such determination shall be binding upon the Company and the holder.

COVENANTS BY THE COMPANY

6.1 Reservation of Common Shares

The Company will reserve and there will remain unissued out of its authorized capital a sufficient number of Common Shares to satisfy the rights of acquisition provided for in the Warrant Certificate.

MERGER AND SUCCESSORS

7.1 Company May Consolidate, etc. on Certain Terms

Nothing herein contained shall prevent any consolidation, amalgamation or merger of the Company with or into any other corporation or corporations, or a conveyance or transfer of all or substantially all the properties and estates of the Company as an entirety to any corporation lawfully entitled to acquire and operate same, provided, however, that the corporation formed by such consolidation, amalgamation or merger or which acquires by conveyance or transfer all or substantially all the properties and estates of the Company as an entirety shall, simultaneously with such amalgamation, merger, conveyance or transfer, assume the due and punctual performance and observance of all the covenants and conditions hereof to be performed or observed by the Company.

7.2 Successor Company Substituted

In case the Company, pursuant to section 7.1 shall be consolidated, amalgamated or merged with or into any other corporation or corporations or shall convey or transfer all or substantially all of its properties and estates as an entirety to any other corporation, the successor corporation formed by such consolidation or amalgamation, or into which the Company shall have been consolidated, amalgamated or merged or which shall have received a conveyance or transfer as aforesaid, shall succeed to and be substituted for the Company hereunder and such changes in phraseology and form (but not in substance) may be made in the Warrant Certificate and herein as may be appropriate in view of such amalgamation, merger or transfer.

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AMENDMENTS

8.1 Amendment, etc.

This Warrant Certificate may only be amended by a written instrument signed by both the Company and the Warrantholder.

MISCELLANEOUS

9.1 Time

Time is of the essence of the terms of this Warrant Certificate.

9.2 Notice

Any notice given under or pursuant to this Warrant Certificate will be given in writing and must be delivered, or mailed by prepaid post, and addressed to the party to which notice is to be given at the address of the party set out on page one, or at another address designated by the party in writing.

If notice is delivered, it will be deemed to have been given at the time of delivery. If notice is mailed, it will be deemed to have been received on the next business day.