| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/30/2026 |
3. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL BATTERY METALS LTD. [ IBATF ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Shares(1) | 57,897,081 | D(2) | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrants | (3) | 04/21/2028 | Common Shares | 6,396,999 | $0.86(4) | D(2) | |
| Warrants | (3) | 08/05/2028 | Common Shares | 10,717,977 | $0.69(5) | D(2) | |
| Warrants | (3) | 08/05/2028 | Common Shares | 3,000,000 | $0.69(5) | D(2) | |
| Warrants | (3) | 08/05/2028 | Common Shares | 25,765,259 | $0.25(6) | D(2) | |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This Form 3 is filed jointly by Encompass Capital Advisors LLC ("ECA"), Todd Kantor ("Mr. Kantor"), Encompass Capital Partners LLC ("ECP") and Encompass Capital Master Fund LP ("ECM" and, together with ECA, ECP and Mr. Kantor, collectively, the "Reporting Persons"). Each of the Reporting Persons is the member of a Section 13(d) group. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer owned directly by other members of the Section 13(d) group and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. Further, each of the Reporting Persons disclaims beneficial ownership of the Common Shares reported herein except to the extent of its pecuniary interest therein. |
| 2. Represents Common Shares and Common Shares subject to exercisable warrants held by ECM and by certain funds and managed accounts managed or sub-advised by ECA. By virtue of its position as a general partner of certain investment partnerships managed by ECA, ECP may be deemed to have beneficial ownership of the securities identified above. By virtue of Mr. Kantor's position of Managing Member of ECA and ECP, Mr. Kantor may be deemed to have beneficial ownership of the securities identified above. |
| 3. Consists of warrants exercisable for shares of Common Stock, subject to a 19.99% beneficial ownership limitation. |
| 4. Represents an exercise price of $1.21 Canadian dollars, converted to U.S. dollars using the Bank of Canada daily exchange rate of $1.00 to CAD$1.3877 as of January 14, 2026. |
| 5. Represents an exercise price of $0.9579 Canadian dollars, converted to U.S. dollars using the Bank of Canada daily exchange rate of $1.00 to CAD$1.3877 as of January 14, 2026. |
| 6. Represents an exercise price of $0.355 Canadian dollars, converted to U.S. dollars using the Bank of Canada daily exchange rate of $1.00 to CAD$1.3877 as of January 14, 2026. |
| /s/ Encompass Capital Advisors LLC, By: /s/ Todd J. Kantor, its Managing Member | 02/02/2026 | |
| /s/ Encompass Capital Partners LLC, By: /s/ Todd J. Kantor, its Managing Member | 02/02/2026 | |
| /s/ Encompass Capital Master Fund L.P., By: Encompass Capital Advisors LLC, its Investment Manager, By: /s/ Todd J. Kantor, its Managing Member | 02/02/2026 | |
| /s/ Todd J. Kantor | 02/02/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||