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International Battery Metals Ltd Proxy Solicitation & Information Statement 2021

Mar 23, 2021

47023_rns_2021-03-23_a4297d5e-d715-4fdf-8fbf-19993e1f215e.pdf

Proxy Solicitation & Information Statement

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INTERNATIONAL BATTERY METALS LTD. (the “Company”)

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the “ Meeting ”) of the shareholders of the Company will be held via Zoom conference and at Suite 704, 595 Howe Street, Vancouver, British Columbia, Canada on April 19, 2021 at 11:00 a.m. (PST), or any adjournment thereof, for the following purposes:

  1. To consider and, if deemed advisable, to pass, with or without amendment, an ordinary resolution approving, ratifying and confirming an amendment to the stock option plan of the Company, as more particularly described in the accompanying management information circular.

  2. To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to approve the issuance of 17,250,000 units of the Company at $0.58 per unit to certain related parties of the Company, each unit will consist of one common share and one share purchase warrant, each warrant will be exercisable to purchase an additional common share at a fixed price of $0.58 per share for a period of two years from closing, (the “Units”), pursuant to a financing to fund final engineering and continued fabrication of the mobile lithium extraction unit of the Company and also general corporate purposes, excluding the votes attached to shares required to be excluded for majority of the minority approval at the Meeting pursuant to Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions.

  3. To increase the number of directors of the Company to six (6).

  4. To transact any other business that may properly come before the Meeting and any postponement(s) or adjournments(s) thereof.

Further information regarding the above items is set out in the management information circular (the “ Circular ”) accompanying this Notice of Special Meeting of Shareholders. The directors have fixed March 15, 2021 at the record date for determining shareholders who are entitled to receive notice of the Meeting and are entitled to receive notice of the Meeting and are entitled to vote at the Meeting or any postponement(s) or adjournments(s) thereof.

Shareholders who are unable to attend the Meeting in person or on Zoom teleconference may vote their shares by completing, signing, and returning the accompanying form of proxy to the transfer agent of the Company, Computershare Investor Services Inc., no less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the Meeting.

To access the Zoom conference please use the following:

https://zoom.us/join Meeting ID: 932 675 0950 Passcode: KHX0qB

Information with respect to voting by non-registered beneficial shareholders is included in the Circular. Nonregistered beneficial shareholders should seek instructions on how to vote their shares from their broker, investment dealer, bank, trust company or other intermediary.

DATED at Vancouver, British Columbia this 1�th day of March, 2021.

By Order of the Board of Directors of International Battery Metals Ltd.

Logan B. Anderson

Logan Anderson Chief Financial Officer and Director