{"url_path":"/sec/ibatf/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 Security Ownership of Certain Beneficial Owners and Management.","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-18","source_url":"https://www.sec.gov/Archives/edgar/data/1786318/0001193125-26-274679-index.html","accession_number":"0001193125-26-274679","cik":"0001786318","ticker":"IBATF","issuer_name":"INTERNATIONAL BATTERY METALS LTD.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1786318/0001193125-26-274679-index.html","primary_entity_key":"0001786318","primary_entity_name":"INTERNATIONAL BATTERY METALS LTD."},"word_count":829,"has_tables":true,"body_markdown":"Item 12. Security Ownership of Certain Beneficial Owners and Management.\n\nThe following table sets forth the beneficial ownership of the Common Shares as of May 31, 2026, for (i) each member of the Board of Directors, (ii) each NEO, (iii) each person known to us to be the beneficial owner of more than 5% of the Company’s securities\n\n42\n\n[Table of Contents](#toc_page)\n\n \n\nand (iv) the members of the Board and the executive officers as a group.\n\nThe percentage ownership of Common Shares is based on 377,348,974 Common Shares outstanding as of May 31, 2026.\n\nThe information regarding beneficial ownership of our Common Shares has been presented in accordance with the rules of the SEC. Under these rules, a person may be deemed to beneficially own any of our Common Shares as to which such person, directly or indirectly, has or shares voting power or investment power, and as to which such person has the right to acquire voting or investment power within 60 days through the exercise of any stock option or other right. The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing (1) (i) the number of shares beneficially owned by such person plus (ii) the number of shares as to which such person has the right to acquire voting or investment power within 60 days by (2) the total number of shares outstanding as of such date, plus any shares that such person has the right to acquire from us within 60 days. Including those shares in the tables does not, however, constitute an admission that the named shareholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all Common Shares listed as owned by that person or entity, subject to applicable community property laws.\n\nName and Address\n\n \n\nAmount and nature of beneficial ownership\n\n \n\n \n\nPercent of Class\n\n \n\n \n\nDirectors and Named Executive Officers\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nDr. John Burba\n\n \n\n \n\n12,245,362\n\n \n\n \n\n \n\n3.2\n\n%\n\n(1)\n\nJacob Warnock\n\n \n\n \n\n264,383,217\n\n \n\n \n\n \n\n53.1\n\n%\n\n(2)\n\nJames Schultz\n\n \n\n \n\n1,691,080\n\n \n\n \n\n*\n\n \n\n \n\nKeith Solar\n\n \n\n \n\n1,691,080\n\n \n\n \n\n*\n\n \n\n \n\nJohn Souther\n\n \n\n \n\n1,691,080\n\n \n\n \n\n*\n\n \n\n \n\nJoseph Mills\n\n \n\n \n\n1,000,000\n\n \n\n \n\n*\n\n \n\n \n\nMichael Rutledge\n\n \n\n \n\n450,000\n\n \n\n \n\n*\n\n \n\n \n\nNorma Garcia\n\n \n\n \n\n233,333\n\n \n\n \n\n*\n\n \n\n \n\nJames Garrett Galloway\n\n \n\n \n\n400,000\n\n \n\n \n\n*\n\n \n\n \n\nAll directors and executive officers as a group (9 persons)\n\n \n\n \n\n283,785,152\n\n \n\n \n\n \n\n56.8\n\n%\n\n(3)\n\nGreater than 5% shareholders\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nTriomphe Partners LLC\n\n \n\n \n\n18,568,831\n\n \n\n \n\n \n\n4.9\n\n%\n\n(4)\n\nEV Metals VI LLC\n\n \n\n \n\n264,383,217\n\n \n\n \n\n \n\n53.1\n\n%\n\n(5)\n\nEntities managed or sub-managed by Encompass Capital Advisors LLC\n\n \n\n \n\n103,777,316\n\n \n\n \n\n \n\n24.5\n\n%\n\n(6)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n    * Represents less than 1% issued and outstanding Common Shares\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n(1)\nIncludes options to acquire 300,000 Common Shares.\n\n(2)\nMr. Jacob Warnock’s indirect beneficial ownership of shares held by EV Metals and related affiliated parties. Amount includes 120,741,648 Common Shares underlying warrants which are vested or will vest within 60 days.\n\n(3)\nIncludes options and restricted stock units to acquire 1,950,000 Common Shares and 120,741,648 Common Shares underlying warrants, in each case which are vested or will vest within 60 days.\n\n(4)\nTriomphe Partners LLC's, formerly Ensorcia Metals Corporation, address is 333 West Wacker Drive Suite 2600, Chicago, IL. 60606. Mr. Layton exercises sole voting and dispositive control over the Common Shares beneficially owned by Triomphe Partners LLC..\n\n(5)\nEV Metals VI LLC’s address is 1 Calle Cervantes #5 San Juan PR 00907. Mr. Warnock serves as investment advisor to EV Metals and exercises sole voting and dispositive control over the Common Shares beneficially owned by EV Metals. Includes EV Metals LLC, EV Metals II LLC, EV Metals III LLC, EV Metals IV LLC, EV Metals VI LLC, EV Metals 7 LLC, EV Metals 8 LLC, EV Metals 9 LLC, Elegante Energy LLC, Perk Salar LLC, and JAW Puerto Rico Trust. Amount includes 120,741,648 Common Shares underlying warrants which are vested or will vest within 60 days Of the shares included, 11,707,404 of the Common Shares are subject to a pledge.\n\n(6)\nIncludes 45,880,235 Common Shares underlying warrants which are vested or will vest within 60 days. Each of the warrants are restricted from being exercised to the extent that Common Shares beneficially held by the Encompass entities would exceed 19.9% of our Common Shares outstanding. The securities are held by certain fund entities and managed accounts for which Encompass Capital Advisors LLC exercises investment discretion. Todd Kantor, as the managing member of Encompass Capital Advisors LLC, may be deemed to have shared voting and dispositive power with respect to the shares held by Encompass and Mr. Kantor may also be deemed to beneficially own such securities. Mr. Kantor disclaims beneficial ownership of the foregoing, except to the extent of his pecuniary interest therein. The business address of Encompass Capital Advisors LLC and Mr. Kantor is 200 Park Avenue, Suite 1604, New York, New York 10166.\n\n43\n\n[Table of Contents](#toc_page)\n\n \n\nUnless otherwise indicated, the address of each of the executive officers and directors named above is c/o International Battery Metals Ltd., PO Box 22261,Houston, Texas 77027-2261."}