《「加拿大電池金屬公司」國際電池金屬公司 INTERNATIONAL BATTERY METALS LTD. 美股招股說明書 S-1（2025-04-17版）（英文版）（190頁）.pdf》由會員分享，可在線閱讀，更多相關《「加拿大電池金屬公司」國際電池金屬公司 INTERNATIONAL BATTERY METALS LTD. 美股招股說明書 S-1（2025-04-17版）（英文版）（190頁）.pdf（190頁珍藏版）》請在三個皮匠報告上搜索。

1、S-1 1 forms-1.htm As filed with the Securities and Exchange Commission on April 17,2025 Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 Form S-1 INTERNATIONALBATTERY METALS LTD.(Exact name of registrant as specified in its charter)British Columbia,Canada 1400

2、Not Applicable(State or Other Jurisdiction ofIncorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)6100 Tennyson Parkway,Suite 240Plano,Texas 75024(832)683-8839(Address,Including Zip Code,and Telephone Number,Including Area Code,of

3、Registrants Principal Executive Offices)Norma GarciaGeneral CounselInternational Battery Metals Ltd.6100 Tennyson Parkway,Suite 240Plano,Texas 75024(832)683-8839(Name,Address,Including Zip Code,and Telephone Number,Including Area Code,of Agent for Service)Copies ToKara L.MacCulloughGrant J.LevineGre

4、enberg Traurig,P.A.401 East Las Olas Boulevard,Suite 2000Fort Lauderdale,FL 33301(954)765-0500 Approximate date of commencement of proposed sale to the public:From time to time after the effective date of this registration statement,as determined by market and other conditions.If any of the securiti

5、es being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,check the following box.If this form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the followin

6、g box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering.If this form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registration state

7、ment number of the earliereffective registration statement for the same offering.If this form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration sta

8、tement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company or an emerging growth company.See thedefinitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company

9、”and“emerging growth company”in Rule 12b-2 of the Exchange Act.(Check one):Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended tran

10、sition period for complying with any new or revised financial accountingstandards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall fil

11、e a further amendmentwhich specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933 or until the RegistrationStatement shall become effective on such date as the Securities and Exchange Commission,acting pursu

12、ant to Section 8(a),may determine.THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.THE SELLING SHAREHOLDERS MAY NOT SELL THESESECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.THIS PRELIMINARYPROSPECTUS IS NOT

13、AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTIONWHERE THE OFFER OR SALE IS NOT PERMITTED.PRELIMINARY PROSPECTUS Subject to completion,dated April 17,2025 111,256,290 Common Shares 39,219,779 Warrants INTERNATIONAL BATTERY METALS LTD.We h

14、ave completed a series of private placements of units,with each unit consisting of one common share and one warrant(which represents the right to acquire one common share).This prospectus relates to the registration of the resale or other distribution by the selling shareholders named herein of the

15、shares,warrants and the shares underlying the warrants issued as partof the private placements(the“23/24 Warrants”).Specifically,this prospectus relates to the resale or other disposition of(i)up to 111,256,290 of our common shares(“Common Shares”),consisting of up to 72,036,511 Common Shares previo

16、usly issued and up to 39,219,779 Common Shares that may be issued upon the exercise of warrants to purchase Common Shares(“Warrants”),and(ii)up to 39,219,779 Warrants to purchase Common Shares,by the selling shareholders named in this prospectus.Our Common Shares are listed on the TSX VentureExchang

17、e(the“TSXV”)under the symbol“IBAT.”Our Common Shares also quoted in the United States on the Over-The-Counter Markets PINK of the OTC Markets Group,Inc.(“OTC”)under the symbol“IBATF”.On April 14,2025,the last reported sale price of our Common Shares on the TSXV was CAD$0.54 per share,or US$0.38 base

18、d on the exchange rate ofCAD$1.4150 to US$1.00 as published by the Bank of Canada as of that date and the last reported sales price of our Common stock on the OTCPK was US$0.39 per share.We are registering the offer and sale of the shares covered by this prospectus to satisfy certain registration ri

19、ghts we have granted to the selling shareholders.The selling shareholdersmay,from time to time,sell,transfer or otherwise dispose of any or all of their Common Shares or interests in their Common Shares on the TSXV or any stock exchange,market or tradingfacility on which the Common Shares are traded

20、 or in private transactions.These dispositions may be at fixed prices,at prevailing market prices on the TSXV at the time of sale,at pricesrelated to the prevailing market price,at varying prices determined at the time of sale,or at negotiated prices.Sales of the Warrants,if any,will be made in priv

21、ately negotiated transactions.Thesales price for Warrants will be determined in such privately negotiated transactions.There is no established trading market for the Warrants.We do not intend to list the Warrants on anysecurities exchange or other trading market.We do not expect an active trading ma

22、rket to develop for the Warrants.Without an active trading market,the liquidity of the Warrants will belimited.We will not receive any of the proceeds from the sale or other disposition of the Common Shares by the selling shareholders.We will,however,receive the net proceeds of any of theWarrants ex

23、ercised for cash.See“Use of Proceeds”on page 28 and“Plan of Distribution”beginning on page 70 of this prospectus for more information.In connection with any sales of sharesoffered hereunder,the selling shareholders and any agents,brokers or dealers participating in such sales may be deemed to be“und

24、erwriters”within the meaning of the U.S.Securities Act of1933,as amended(the“Securities Act”).We may amend or supplement this prospectus from time to time by filing amendments or supplements as required.You should read this entire prospectus and any amendments orsupplements carefully before you make

25、 your investment decision.We are an“emerging growth company”as that term is used in the Jumpstart Our Business Startups Act of 2012,as amended,(the“JOBS Act”),and,and a“smaller reportingcompany”as defined in Item 10(f)(1)of Regulation S-K under the Securities Act,as such,we have elected to comply wi

26、th certain reduced public company reporting requirements.See“Prospectus Summary Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”In addition,our Common Shares are subject to the penny stock rules underthe Securities Exchange Act of 1934,as amended,and subject to cert

27、ain requirements prior to and following their sale and certain risks associated with offering a penny stock.See“Risk Factors Risks related to our Common Shares”.Investing in our securities involves a high degree of risk.See the section entitled“Risk Factors”beginning on page 5 of this prospectus for

28、 a discussion of the risks that youshould consider in connection with an investment in our securities.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy oraccuracy of this prospectus.Any repre

29、sentation to the contrary is a criminal offense.Prospectus dated April 17,2025.TABLE OF CONTENTS RISK FACTORS SUMMARYiiiGLOSSARY OF INDUSTRY TERMSvCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSviPROSPECTUS SUMMARY1THE OFFERING4RISK FACTORS5USE OF PROCEEDS28DIVIDEND POLICY28BUSINESS29MANAGEMENT

30、S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION37MANAGEMENT45EXECUTIVE COMPENSATION50DIRECTOR COMPENSATION55SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT56SELLING SHAREHOLDERS57CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS58DESCRIPTION OF SHARE CAPIT

31、AL60DESCRIPTION OF WARRANTS64MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS65CERTAIN CANADIAN INCOME TAX CONSIDERATIONS69PLAN OF DISTRIBUTION70LEGAL MATTERS72EXPERTS72WHERE YOU CAN FIND MORE INFORMATION72 Neither we nor the selling shareholders have authorized any other person to provide y

32、ou with different or additional information other than that contained in thisprospectus.We and the selling shareholders take no responsibility for,and can provide no assurance as to the reliability of,any other information that others may provide.The sellingshareholders are not making an offer to se

33、ll these securities in any jurisdiction where the offer or sale is not permitted.The information contained in this prospectus is accurate onlyas of the date of this prospectus or such other date stated in this prospectus,and our business,financial condition,results of operations and/or prospects may

34、 have changed sincethose dates.For investors outside the United States:We have not,and the selling shareholders have not,taken any action that would permit this offering or possession or distribution of thisprospectus in any jurisdiction where action for that purpose is required,other than in the Un

35、ited States.Persons outside the United States who come into possession of this prospectus mustinform themselves about,and observe any restrictions relating to,the offering of the securities covered hereby and the distribution of this prospectus outside the United States.In this registration statemen

36、t,unless the context otherwise requires,the terms“we,”“us,”“our,”“Company”or“IBAT”refer to International Battery Metals Ltd.,together with itsdirect and indirect wholly-owned subsidiaries,IBAT USA,Inc.and Selective Adsorption Lithium Inc.Unless otherwise noted herein,all references to“CDN$,”“CAD$,”o

37、r“Canadian dollars”are to the currency of Canada and“$,”“dollars,”“US$,”“United States dollars,”or“U.S.dollars”are to the currency of the United States.i IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANYAND A SMALLER REPORTING COMPANY As a company with less than$1.235 billion in revenue during its mo

38、st recently completed fiscal year,we qualify as an“emerging growth company”as defined in the Jumpstart OurBusiness Startups Act of 2012,as amended(the“JOBS Act”).As an emerging growth company,we may take advantage of specified reduced reporting and other requirements that are otherwiseapplicable gen

39、erally to public companies.These provisions include:Reduced disclosure about the Companys executive compensation arrangements;Exemptions from non-binding shareholder advisory votes on executive compensation or golden parachute arrangements;The Companys election under Section 107(b)of the Jumpstart O

40、ur Business Startups Act of 2012 to delay adoption of new or revised accounting standards with different effective dates forpublic and private companies until those standards would otherwise apply to private companies;and An exemption from the auditor attestation requirement under Section 404(b)of t

41、he Sarbanes-Oxley Act of 2002 in respect of managements assessment of the Companys internal controlover financial reporting,which requirement would otherwise apply if we ceased to qualify as a smaller reporting company under the rules of the SEC.We may take advantage of these accommodations until th

42、e last day of the fiscal year following the fifth anniversary of the date on which it first sells common equity securities pursuantto a registration statement under the Securities Act,or such earlier time that we are no longer an emerging growth company.We will remain an“emerging growth company”unti

43、l the earliest of(a)the last day of the first fiscal year in which our annual gross revenues exceed$1.235 billion,(b)the date that we become a“large accelerated filer”as defined in Rule 12b-2 under theExchange Act,(c)the date on which we have issued more than$1.0 billion in nonconvertible debt durin

44、g the preceding three-year period or(d)the last day of our fiscal year containing the fifthanniversary of the date on which we completed our initial public offering of securities.We cannot predict whether investors will find the Common Shares less attractive because we rely upon certain of these exe

45、mptions.If some investors find the Common Shares lessattractive as a result,there may be a less active trading market for the Common Shares and the Common Share price may be more volatile.On the other hand,if we no longer qualify as anemerging growth company,we would be required to divert additional

46、 management time and attention from the Companys development and other business activities and incur increased legaland financial costs to comply with the additional associated reporting requirements,which could negatively impact the Companys business,financial condition and results of operations.We

47、 are also a“smaller reporting company”as defined under the Securities Act and Exchange Act.We may continue to be a smaller reporting company so long as either(i)the marketvalue of our Common Shares held by non-affiliates is less than$250 million or(ii)our annual revenue was less than$100 million dur

48、ing the most recently completed fiscal year and the marketvalue of our Common Shares held by non-affiliates is less than$700 million.If we are a smaller reporting company at the time we cease to be an emerging growth company,we may continue torely on exemptions from certain disclosure requirements t

49、hat are available to smaller reporting companies.Specifically,as a smaller reporting company,we may choose to present only the twomost recent fiscal years of audited financial statements in our Annual Report on Form 10-K and have reduced disclosure obligations regarding executive compensation,and,si

50、milar to emerginggrowth companies,if we are a smaller reporting company under the requirements of(ii)above,we would not be required to obtain an attestation report on internal control over financialreporting issued by our independent registered public accounting firm.We may choose to take advantage

51、of some or all of these exemptions.We have taken advantage of reduced reporting requirements in this prospectus.Accordingly,the informationcontained herein may be different from the information you receive from other public companies in which you hold stock.ii RISK FACTORS SUMMARY The following is a

52、 summary of some of the principal risks that could adversely affect our business,financial condition,or results of operations.This summary should be read togetherwith the more detailed description of each risk contained in the section“Risk Factors”in this prospectus.Risks Related to Our Business We

53、are in the early commercialization stage of our business and have a very limited history of operations,and therefore will be subject to many risks.Our success as a company developing technology to extract and process lithium depends largely on our research and development capabilities and our abilit

54、y to secure capital to fundoperations.We have historically incurred losses,expect future losses,and may never achieve or maintain profitability.The success of our business will depend on our ability to convert target customers into future pipeline of potential contracts and future contracted revenue

55、s into actual revenues,and wemay fail to do so.We may be exposed to counterparty risks with respect to our arrangements with future customers.Our prospects and operations may be adversely affected by changesin demand for lithium-based products.We are a pre-revenue,development stage company with an u

56、ntested business plan in an industry with no generally accepted measure of the market size,which makes it difficult for usto forecast our financial results,creates uncertainty as to how investors will evaluate our prospects,and increases the risk that we will not succeed.As a development stage compa

57、ny,we are subject to the risks associated with new businesses.We have a large,accumulated deficit,expect future losses,and may never achieve or maintain profitability.Our failure to manage our anticipated growth successfully may adversely affect our operating results.Our ability to continue as a goi

58、ng concern is dependent on several factors beyond our control.We may need to continue to raise capital and we face various risks in doing so.We face intense competition,and we may not be able to compete successfully.Demand and fluctuation in market prices for lithium will greatly affect the results

59、of our operations and our ability to successfully execute on our business plan.Our long-term success depends on our ability to enter into and deliver lithium carbonate product under offtake agreements.We may not be successful in our efforts to lease our MDLE Plant or license our technology,which cou

60、ld adversely affect our business.There is risk to the growth of lithium markets and the supply of lithium sources.As a smaller,development-stage company,we are likely to be more sensitive to competitive pressures that will cause our revenues and gross margins to fluctuate from quarter toquarter.We r

61、ely on our management and key employees,and we may not be able to attract,train and retain a sufficient number of qualified employees to maintain and grow our business.Volatility in the demand for lithium products or the development of alternative battery technologies that do not utilize lithium inp

62、uts may negatively impact overall prospects for growthof lithium marketing and pricing.Changes in government incentives relating to lithium-based end products may negatively impact our future success.Environmental risks and stringent regulations related to lithium-based products may lead to addition

63、al disclosure requirements and substantial expenditures to ensure compliance.Our business is subject to hazards common to chemical and natural resource extraction businesses,any of which could injure our employees or other persons,damage our facilities orother properties,interrupt our production and

64、 adversely affect our reputation and results of operations.Uncertain geopolitical tensions between the United States and China may adversely affect demand for lithium-based products.We may be exposed to claims and other legal actions that may adversely affect us.We expect that we will be dependent o

65、n one or a small group of customers for most of our revenue,and our failure to expand our customer base would have an adverse effect on ourbusiness growth and may result in changes to our business strategy.Our dependence on third-party suppliers could negatively affect our operating results.iii Glob

66、al financial conditions pose risks for us.We may not be able to obtain or maintain sufficient general liability insurance.Increased cybersecurity requirements,vulnerabilities,threats and more sophisticated and targeted computer crime could pose a risk to our systems,networks,products,solutions,servi

67、ces and data.We have no restrictions on the ability of our directors and officers to serve on the boards of directors or as officers of other companies,with the result that potential conflicts of interestmay arise.The requirements of being a reporting public company in the United States may strain o

68、ur resources and divert managements attention.Failure to maintain effective controls over financial reporting could have a material adverse effect on our business and share price.Changes in U.S.tax laws and tax examinations could have a material adverse effect on our business,cash flow,results of op

69、erations and financial conditions.We face risks relating to natural disasters,public health crises,political crises,and other catastrophic events or other events outside of our control.We are required to comply with anti-corruption and bribery laws,and the potential for significant penalties could r

70、esult in material adverse effect on our reputation and results ofoperations.We may qualify as a passive foreign investment company,or“PFIC,”which could result in adverse U.S.federal income tax consequences to U.S.investors.Risks Related to Government Regulation We anticipate that we are and will con

71、tinue to be,subject to the authority and approvals of certain regulatory agencies,both domestically and internationally,with regard to thedevelopment,testing,manufacture,and installation of the MDLE Plant,and there can be no assurance that any required regulatory approvals may be obtained or maintai

72、ned.We may not have or be able to obtain adequate funding to complete any additional studies or other steps that regulatory authorities may impose in assessing our technology forregulatory approval.Domestic and foreign government regulation and enforcement of data practices and data tracking technol

73、ogies is expansive,broadly defined and rapidly evolving.Such regulationcould directly restrict portions of our business.Indemnification of our officers and directors may cause us to use corporate resources to the detriment of our shareholders.Resource Extraction companies are subject to numerous str

74、ingent laws,regulations and standards,including environmental protection laws and regulations.If any changes occur thatwould make these laws,regulations and standards more stringent,it may require capital outlays in excess of those anticipated or cause substantial delays,which would have a materiala

75、dverse effect on our operations.Canadas new modern slavery reporting legislation may adversely affect supply chains and the Companys business and retention of key employees,directors,and officers.Risks Related to Intellectual Property Patent terms may be inadequate to protect our competitive positio

76、n on our core technology for an adequate amount of time and do not necessarily address all potential threats to ourbusiness.We may be subject to claims that our employees,consultants or independent contractors have wrongfully used or disclosed confidential information of their former employers or ot

77、herthird parties.Our ability to obtain intellectual property protection for our technology is limited.If we cannot obtain intellectual property protection for our technology our business may benegatively impacted.If we infringe the intellectual property rights of others,we may be required to cease o

78、perations related to infringement in some markets and our business may be negatively affected.Risks related to our Common Shares Our Common Shares are listed on the TSX Venture Exchange and quoted on the OTC Pink Sheets,however the shares are thinly traded and the public price for our Common Shares

79、isvolatile.We can offer no assurance that an active trading market for our Common Shares will develop or that the public price of our Common Shares will become less volatile This is not an initial public offering of stock to investors at large,and there is no guarantee that any of the Selling Shareh

80、olders will sell the Common Shares.Alternatively,if a largenumber of Shares are sold,the public price of our Common Shares on the TSXV or OTC Pink will decrease.If we sell Common Shares in future financings or if we issue shares related to warrants,options and restricted share units,existing shareho

81、lders may experience immediate dilution andour share price may decline consequently.Our Common Shares are considered a“penny stock,”and is thereby subject to additional sale and trading regulations that may make it more difficult to sell.Further,the market forpenny stocks has suffered in recent year

82、s from patterns of fraud and abuse.iv GLOSSARY OF INDUSTRY TERMS Unless otherwise indicated in this prospectus,the following terms have the indicated meanings.“DLE”means direct lithium extraction.“EVs”means electric vehicles.“ESG”means environmental,social,and governance.“mg/L”milligrams per liter.“

83、MDLE”means modular direct lithium extraction.“ppm”means parts per million.v CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains statements that we believe are,or may be considered to be,“forward-looking statements”within the meaning of U.S.federal securities laws and Canadi

84、anprovincial and territorial securities laws.Forward-looking statements are neither historical facts nor assurances of future performance.Instead,they are based on current beliefs,expectations orassumptions,whether express or implied,regarding the future of the business,future plans and strategies,o

85、perational results and other future conditions and are being made pursuant to the“safeharbor”provisions of U.S.federal securities laws and Canadian provincial and territorial securities laws.All statements other than statements of historical fact included in this registration statement regarding the

86、 prospects of the Companys industry or its prospects,plans,financial positionor business strategy may constitute forward-looking statements.In addition,forward-looking statements generally can be identified by the use of forward-looking words such as“plans,”“expects”or“does not expect,”“is expected,

87、”“look forward to,”“budget,”“scheduled,”“estimates,”“forecasts,”“will continue,”“intends,”“the intent of,”“have the potential,”“anticipates,”“does not anticipate,”“believes,”“should,”“should not,”or variations of such words and phrases that indicate that certain actions,events or results“may,”“could

88、,”“would,”“might,”or“will,”“be taken,”“occur,”or“be achieved,”or the negative of these terms or variations of them or similar terms.Furthermore,forward-looking statements may be included in various filings that wemake with the SEC or press releases or oral statements made by or with the approval of

89、one of the Companys authorized executive officers.Although we believe that the expectations reflectedin these forward-looking statements are reasonable,it cannot assure you that these expectations will prove to be correct.These forward-looking statements are subject to certain known andunknown risks

90、 and uncertainties,as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements.Specifically,this prospectus contains forward-looking statements regarding:any assumptions that we make regarding the data that we may rely on as we

91、ll as our knowledge of the industry;our strategy,future operations,financial positions,estimated revenues and losses,forecasts,projected costs,prospects and plans;our ongoing commitment to research and development and innovation;our intention to expand into new geographical areas as well as our oppo

92、rtunities and strategies for growth,including our intention to expand into international markets;our ability to identify and pursue customers that are complementary to our strategy;our expectations regarding competition in the industry,as well as our ability to compete effectively;our ability to att

93、ract and retain talent and the effectiveness of our compensation strategies and leadership;our future capital requirements and ability to source additional working capital,as well the uses of such funds;our expectations regarding our ability to obtain and maintain intellectual property protection an

94、d not infringe on the rights of others;our expectations regarding the expenses that we may incur,as well as our ability to generate revenue and sustain profitability;and our ability to comply with the various obligations of our existing license agreements and any future license agreements that we ma

95、y enter into.vi These forward-looking statements reflect our current views about future events and are subject to risks,uncertainties,and assumptions.Forward-looking information contained in thisprospectus while considered reasonable by us as of the date of such statements,does not take into account

96、 the effect of transactions or other items announced or occurring after the statementsare made.We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof,unless otherwise required by law.You should not placeundue reliance on any forward-l

97、ooking statements contained in this prospectus.We wish to caution readers that certain important factors may have affected and could in the future affect ouractual results and could cause actual results to differ significantly from those expressed in any forward-looking statement.The most important

98、factors that could prevent us from achieving ourgoals,and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statementsinclude,but are not limited to,the following:our ability to compete

99、with other companies and implement a robust business plan;our belief in the sufficiency of our intellectual property rights in our technology;the success or failure of managements efforts to continue to develop the second generation MDLE Plant technology;our ability to attract a substantial customer

100、 base to successfully establish and maintain appropriate collaborations and derive significant revenue from those collaborations;rapid technological change that could cause our technology to become obsolete and if we do not improvise on our technology through our research and development efforts,we

101、may beunable to effectively compete;the loss of key members of our management team;our ability to expand in existing and new markets;our ability to obtain adequate or timely funding to expand our business;and other risks,including those described under the headings“Risk Factors Summary”and“Risk Fact

102、ors”in this prospectus.You are advised to consult any additional disclosures we make in its reports to the SEC.All subsequent written and oral forward-looking statements attributable to we or persons actingon its behalf are expressly qualified in their entirety by the cautionary statements contained

103、 in this prospectus.vii PROSPECTUS SUMMARY This summary highlights information contained in greater detail elsewhere in this prospectus.This summary is incomplete and does not contain all the information you shouldconsider in making your investment decision.You should read the entire prospectus care

104、fully before investing in our Common Shares.You should carefully consider,among other things,ourfinancial statements and the related notes and the sections entitled“Risk Factors,”and“Managements Discussion and Analysis of Financial Condition and Results of Operations”included elsewhere in this prosp

105、ectus.Unless otherwise indicated or the context otherwise requires,the terms“we,”“us,”“our,”and“our company”refer to International Battery Metals,Inc.Our Company OverviewWe are an advanced technology and manufacturing company focused on environmentally responsible methods of extracting lithium compo

106、unds from brine.Although we intend toprovide our technology and equipment to holders of resource properties such as oilfield brines,subsurface brine aquifers and industrial customers who have lithium rich brine by-productsfrom their operations,we have not yet delivered our technology and equipment t

107、o customers and are therefore,a pre-revenue company.We believe that our proprietary extraction process issustainable,low cost and capable of producing high-quality commercial grade lithium products.Market OpportunityIn recent years,the lithium-ion battery market has been the primary driver of the gr

108、owth of lithium demand and is anticipated to continue to drive growth in the future according toa report by McKinsey&Company dated January 16,2023.The proliferation of vehicle electrification has required a significant increase in the production of lithium-ion batteries,which isexpected to drive lit

109、hium market growth over time.Moreover,pressure from regulators on automakers to reduce carbon dioxide emissions from vehicles has resulted in further demand forlithium-ion batteries in the automotive sector,as automakers shifted interest toward producing more EVs.However,according to Goldman Sachs R

110、esearch report dated May 21,2024 recentmarket forecast for demand associated with the EV market,a primary market for lithium-ion batteries,has declined as the rate of sales growth for EVs has slowed.According to aFastmarkets report dated February 6,2025,a leading cross-commodity price reporting agen

111、cy in the agriculture,forest products and metals and mining markets,this has led to marketperception that the lithium market is oversupplied and resulted in a dramatic decline in prices for lithium carbonate and lithium hydroxide,the primary lithium compounds used to producelithium-ion batteries.We

112、expect these market conditions to continue for the next year,which emphasizes the importance of being the low-cost lithium extraction technology.Traditionally,lithium has been produced from either hard rock mining or solar evaporation ponds which each produce lithium with high environmental costs.Ha

113、rd rock mining entails drilling and blasting of solid rock in open pit mines to obtain the lithium containing minerals spodumene,lepidolite or petalite which can becrushed and processed to extract lithium.The hard rock mining process is very energy intensive and consumes large quantities of water an

114、d chemicals.Furthermore,hardrock mining produces significant amount of waste rock or tailings which can contain toxic chemicals or heavy metals.In solar evaporation for lithium extraction,lithium containing brines are pumped from underground aquifers into large ponds on the surface,resulting in the

115、long-termdepletion of the aquifer.This process consumes a staggering amount of water,with some studies,including a June 2024 report by the International Lithium Association,reflecting that approximately 180+metric tons of water is necessary to produce 1 metric ton of lithium.The brine is concentrate

116、d by allowing the water to evaporate over12 to 18 months.The brine is then processed to extract the lithium salts by removing other metals and dissolved solids through chemical processes that include largequantities of freshwater,often depleting,and risking contamination of nearby freshwater aquifer

117、s.The lithium salts are then further processed into either lithium carbonateor lithium hydroxide for shipment to customers.1 In response to the environmental costs of hard rock mining and the use of solar evaporation to extract lithium compounds,the industry has focused on developing direct lithium

118、extraction(“DLE”)technologies.DLE technologies are focused on extracting the lithium compounds directly from the brine and allowing the brine to be re-injected back into the reservoir.WhileDLE technologies still require freshwater,the systems are designed to recycle the freshwater to reduce the envi

119、ronmental impact.The development of DLE technologies have focused onadsorption technologies,ion exchange,solvent extraction and membrane technologies.While each of these technologies have made advancements in the laboratory and small pilot scaleprojects,the only one project that has achieved commerc

120、ial success was designed and overseen by our founder,Dr.Burba,based on the first generation of technology on which ourtechnology is based.Our Strategy Our strategy is to continue to build upon the proprietary technology developed by Dr.Burba and develop and deploy DLE technologies that effectively e

121、xtract lithium with a lowercapital expenditure and operational costs and leave a significantly smaller environmental footprint than our competitors and competing technologies.We believe that our strategy ofemploying advanced brine extraction technologies and methodologies for selective mineral extra

122、ction is less capital intensive and a more environmentally responsible approach compared totraditional lithium extraction processes of hard rock mining and solar evaporation.We believe that this approach is environmentally sustainable because our process does not deconstructland structures as is the

123、 case from hard rock mining nor does it waste precious water as is the case in solar evaporation.Instead,our technology is designed to extract the desired metal saltsfrom subsurface brine and typically re-injects the brine into the aquifer to maintain pressure after lithium extraction.Essential feat

124、ures of our growth strategy include:Deploy our current MDLE Plant in a Commercial Setting.We are the only DLE technology provider that has developed and deployed a commercial scale MDLE Plant for ademonstration project,which produced approximately 25 tons of battery-grade lithium carbonate during th

125、e demonstration period.We intend to build upon this success bydeploying our initial MDLE Plant with industrial customers that have already committed to DLE technologies.While our MDLE Plants are modular and capable of beinglocated on a wide variety of geographies,the MDLE Plant must be customized to

126、 the specific needs and resources of each customer.Continue the Development of the Second Generation of MDLE Plant Technology.We believe that our patented MDLE Plant technology will continue to be an importantcomponent of the green energy transition.We are currently in the preliminary stages of rese

127、arching and developing the media and design for the Second Generation of MDLETechnology which we anticipate could provide customers with additional options for processing brine solutions and increasing lithium chloride production.Expand into new geographic areas.We believe there is increasing suppor

128、t by U.S.and international governments for the sustainable production of lithium compounds.Weplan to expand our operations in North America and into new geographical areas.Our Strengths and Competitive Advantage We believe our patented MDLE Plant technology provides us the following competitive adva

129、ntages as compared to other DLE technologies and other lithium extraction processes:Demonstrated Commercial-Scale Technology.Based on the results of our 2024 demonstration study,our proprietary MDLE Plant technology is capable of achieving commercialscale production of lithium chloride which can be

130、processed into lithium carbonate with over 99%purity.In a September 2022 pilot test of our MDLE Plant we achieved an averageof 81%lithium extraction with an average of 69%lithium recovery to product and obtained water recovery of approximately 94%.In June 2023,a third-party laboratory performeda sup

131、plemental laboratory demonstration test which confirmed the MDLE Plant could achieve overall recovery of lithium of 95%.2 Increase Lithium Recovery through our Highly Selective Proprietary Absorption Technology.The proprietary absorbent utilized in our proprietary extraction columns is highlyselecti

132、ve of lithium ions and screens for chloride ions which efficiently produces a lithium chloride solution by flushing the extraction columns with fresh water.Competing directlithium extraction technologies use various combinations of selective membranes and ion exchanges,requiring alternating applicat

133、ions of acids and bases with less selectivity,resulting in having to run multiple cycles and generating excess salts as waste materials.Our process benefits from reduced cycles,reducing energy consumption,eliminating mostof the chemicals and avoiding waste materials.Maximize Water-Conservation thoug

134、h Reduced Water Usage and Waste.Our MDLE Plant and extraction process for lithium chloride has significant water conservationadvantages for both the management of the brine aquifers and reduction of clean water usage as compared to other DLE technologies.Our proprietary process maintains thecleanlin

135、ess of the water used in the process because it does not require chemicals for the lithium extraction.Eliminate Dangerous Chemicals in the Lithium Extraction Process.Our proprietary MDLE extraction absorption process does not rely on hydrochloric acid and sodiumhydroxide to process the brine.Instead

136、,our absorbent removes the lithium and allows the remaining brine to be injected back into the aquifer without further treatment.This hascost advantages over competitors that use chemicals in their process as they must either dispose of the contaminated brine(reducing the brine aquifer)or further pr

137、ocess the brinefor reinjection.Additionally,for the clean water used in our process,we are able to recycle up to 98%of the water due to the efficiency of our reverse osmosis unit and the lack ofchemicals in the process.Enhance Optionality for Plant Design and Reduce CapEx Though our Patented Modular

138、 Technology.We believe that the modular design of our proprietary and patented MDLEPlant provides an economic advantage compared to existing alternative technologies based on our ability to customize the plant to reflect site limitations and requirements.OurMDLE Plant customers can customize the MDL

139、E Plant to meet the specific site requirements,by modifying the modules to support the size and geography of the resource site,thequantity of brine available,the concentration of lithium in the brine,and their desired level of production.Furthermore,the modularity gives customers the option to scale

140、 upoperations by adding additional modules in the future with little disruption to the existing operations.The modules are fabricated in manufacturing facilities which reduces costsfrom traditional onsite construction plants.Deliver Customers Cost-Efficient DLE with Reduced Operating Costs.As a resu

141、lt of our highly selective absorption process and the elimination of chemicals from the extractionprocess,we believe our MDLE Plant is more efficient for customers and has lower operating costs as compared our DLE competitors.Company History and Executive OfficesWe were originally incorporated under

142、 the Business Corporations Act(British Columbia)on July 29,2010.On April 13,2018,pursuant to a share exchange agreement(the“ShareExchange Agreement”)we acquired(i)from North American Lithium,Inc.(“NAL”)all of its data,analysis and reports related to lithium extraction from oilfield brines for petrol

143、-lithiumextraction projects,(ii)from Selective Adsorption Lithium,Inc.,(“SAL”)all of the outstanding shares of SAL,and(iii)from the SAL shareholders additional intellectual property,includingpatents,relating to lithium extraction from oil field brines for petro lithium extraction projects.Dr.John Bu

144、rba,the Companys Chief Technology Officer,and two former employees andmembers of the Companys Board of Directors were the shareholders of NAL and SAL.The purpose of the transaction was to focus all the Companys efforts on the development of Dr.Burbas vision for lithium extraction technologies and th

145、e development of a MDLE Plant.In connection with the acquisitions,we issued 4,700,000 Common Shares at closing andsubsequently issued 20,609,488 Common Shares upon the satisfaction of certain milestones.In addition,we entered into a royalty agreement with NAL pursuant to which we agreed to payon a f

146、iscal quarterly basis a royalty equal to 5%of our product income(as defined in the Royalty Agreement).In connection with the acquisitions,we changed our name to InternationalBattery Metals,Inc.in September 2017.Our principal executive offices are located at 6100 Tennyson Parkway,Suite 240,Plano,Texa

147、s 75024.3 THE OFFERING Common Shares offered by the selling shareholdersUp to an aggregate of 111,256,290 Common Shares,consisting of(a)up to 72,036,511 Common Sharespreviously issued to the selling shareholders and(b)up to 39,219,779 Common Shares that may be issuedto the selling shareholders upon

148、the exercise of Warrants held by the selling shareholders.Warrants offered by the selling shareholdersUp to 39,219,779 Warrants to purchase Common Shares.Common Shares outstanding prior to the exercise of any Warrants as of March 31,2025268,992,545 Common Shares.Common Shares outstanding assuming th

149、e exercise of all Warrants as of March 31,2025338,621,420 Common Shares.Terms of the offeringThe selling shareholders will determine if,when and how they will dispose of the Common Sharesregistered pursuant to the registration statement of which this prospectus forms a part.See“Plan ofDistribution.”

150、Use of proceedsThe selling shareholders will receive all of the proceeds from the sale or other disposition of the CommonShares covered by this prospectus.We will not receive any proceeds from such sales or dispositions.Wemay receive proceeds from the cash exercise of the Warrants by the selling sha

151、reholders.See“Use ofProceeds.”Plan of distributionThe selling shareholders may sell all or a portion of the Common Shares beneficially owned by them andoffered hereby from time to time directly or through one or more underwriters,broker-dealers oragents.Registration of the resale of the Common Share

152、s does not mean,however,that such CommonShares necessarily will be offered or sold.See“Plan of Distribution.”Risk factorsInvesting in our Common Shares involves a high degree of risk.See“Risk Factors”beginning on page 5of this prospectus for a discussion of factors you should consider before making

153、a decision to invest in oursecurities.The potential issuance of additional Common Shares could result in the dilution of the ownership interestsof the holders of our securities and may create downward pressure on the trading price,if any,of ourCommon Shares.The registration rights of certain of our

154、shareholders and the sales of substantialamounts of our Common Shares following the effectiveness of the registration statement of which thisprospectus is a part or other effective registration statements of the Company,or the perception that thesesales may occur,could cause the market price of our

155、Common Shares to decline and impair our ability toraise capital.Listing informationOur Common Shares are listed on the TSXV under the symbol“IBAT”and are also traded on the OTCPKunder the symbol“IBATF”.We cannot assure you that an active trading market for our Common Shareswill develop on the TSXV,O

156、TC,or elsewhere or,if developed,that any market will be sustained.OurWarrants are not listed and there is no active trading market for the Warrants.In this prospectus,unless otherwise indicated,the number of Common Shares outstanding as of March 31,2025 and the other information based thereon:Does n

157、ot reflect 12,283,216 Common Shares issuable upon exercise of outstanding Stock Options;Does not reflect 6,733,260 Common Shares issuable upon vesting of outstanding RSUs;Does not reflect Common Shares that may be issued under the Stock Option Plan pursuant to future awards of Stock Options,which am

158、ount shall not exceed 10%of the issued andoutstanding Common Shares plus shares issuable upon exercise of all outstanding Stock Options on the particular date of the grant of any Stock Option;Does not reflect Common Shares that may be issued under the Restricted Share Unit Plan pursuant to future aw

159、ards of RSUs,which amount shall not exceed 10%of the issued andoutstanding Common Shares subject to a maximum of 20,477,824 Common Shares;and Does not reflect the exercise of outstanding Warrants to purchase up to 69,628,875 Common Shares.4 RISK FACTORS Investing in our securities involves risks.You

160、 should carefully consider the risks described in“Risk Factors”before deciding to invest in our securities.If any of these risks actually occur,ourbusiness,financial condition and results of operations would likely be materially adversely affected.In such case,the trading price of our securities wou

161、ld likely decline,and you may lose all orpart of your investment.Risks Relating to Our Business We are in the early commercialization stage of our business and have a very limited history of operations,and therefore will be subject to many risks.We are in early commercialization stage of our busines

162、s and have a very limited history of operations.Our business prospects must be considered in light of the risks,expenses,anddifficulties often encountered by companies at this stage.Since we have not yet achieved full commercialization,the risks include but are not limited to:ability to raise suffic

163、ient capital,continued operating losses,difficulty in implementing our business plan,uncertainty regarding our ability to generate revenue and be profitable,uncertainty of the success and acceptance of ourtechnology,the evolving and unpredictable nature of our business,our ability to anticipate and

164、adapt to a rapidly evolving market,acceptance by consumers of our proprietary technology andour patented MDLE Plant,our ability to identify,attract and retain qualified personnel,reliance on third parties to carry out contractual arrangements,commercialization or other activities,costand complexity

165、of compliance with regulations in connection with our operations,and meeting the challenges of the other risk factors described herein.There can be no assurance that we willsucceed in adequately mitigating any of these risks.In addition,the novel nature of our business and technologies could result

166、in unforeseen costs,additional changes to the process chemistryand engineering,and other unforeseen circumstances that could result in additional delays relating to the further development and commencement of commercial operations of the MDLE Plant,all of which could have a material adverse effect o

167、n our business,financial condition,and results of operations.Our success as a company developing technology to extract and process lithium depends largely on our research and development capabilities and our ability to secure capital to fundoperations.Our success as a company developing technology t

168、o extract and process lithium depends on our ability to develop and implement more efficient production capabilities of our patentedMDLE Plant technology.Many DLE technologies are emerging and being tested at scale,with a handful of projects already in the commercial stage.Furthermore,the industries

169、 and marketsegments in which we operate are subject to rapid technological developments,evolving industry standards,changes in customer requirements,including with respect to purity,and competitivenew products and features.As a result,our success,in part,will depend on our ability to build and enhan

170、ce our MDLE Plant technology offerings in a timely and efficient manner and to developand introduce new products that meet our customers demands.We expect to make significant investment in research and development of lithium extraction and processing,and we will need tocontinue to invest heavily to

171、scale our operational capabilities to ultimately enable our customers to extract sufficient levels of lithium that would meaningfully impact our revenue.We cannotassure you that our future research and development efforts will be successful or be completed within the anticipated time frame or budget

172、.There is no guarantee we will achieve anticipatedsales targets or be able to operate in a profitable manner.In addition,we cannot assure you that our existing or potential competitors will not develop technologies which are similar or superiorto our technology or are more competitively priced.As it

173、 is often difficult to project the time frame for developing new technologies and the duration of the market window for these products,there is a substantial risk that we may have to abandon a potential technology that is no longer commercially viable,even after we have invested significant resource

174、s in the development of suchtechnologies.If we fail in developing competitively advantaged technology or securing adequate capital,our business,prospects,financial condition and results of operations may be materiallyand adversely affected.5 We must incur significant expense in sales and marketing t

175、o launch a new product or technology,and we may not generate sufficient revenue from new offerings to offset our costs.We invest,and plan to continue to invest,significant capital and resources in attracting new customers by marketing our technology to customers who have brine resources fromexisting

176、 chemical,mineral and metal production,and brine aquifer resource holders.We may not even be able to recoup the costs that we incur to attract new customers.In addition,delays inimplementing effective sales and marketing strategy to attract new customers could negatively impact our revenue and opera

177、ting results.The time that it takes for us to recover our investmentafter implementation of the MDLE Plant technology at a customers site depends on various factors including our customer acquisition costs and customer retention rate.Because of the lengthyperiod of time required to recoup our invest

178、ment,unexpected developments beyond our control could occur that result in the customer ceasing or suspending use of our MDLE Plant before wegenerate any revenue from it,which would impose additional challenges in our ability to repurpose our MDLE Plant for other customers or applications.Any termin

179、ation or suspension by afuture customer of their use of our MDLE Plant technology could negatively impact customer adoption generally.Because of any of the above,we may ultimately be unable to recover the fullinvestment that we make in attracting new customers or achieve any level of profitability f

180、rom such product offering.We have historically incurred losses,expect future losses,and may never achieve or maintain profitability.We are a pre-revenue,development stage company.We have incurred substantial losses since our inception,and we expect to incur additional operating losses as a result of

181、 ongoingoperating costs,including the additional costs of operating as a public company.The extent of our future losses is unpredictable,and our prospects must be weighed against the risks anduncertainties encountered by us in the continuously evolving mining and minerals industry,including the risk

182、s described throughout this prospectus.If we cannot successfully address theserisks,our business and financial condition may suffer.The success of our business will depend on our ability to identity and successfully negotiate commercially reasonable lease and service agreements with potential custom

183、ers to install andoperate our MDLE Plants.We are a pre-revenue company that does not have any current customers.While we completed a commercial scale demonstration project of our first MDLE Plant with US Magnesium,the project was terminated earlier than anticipated due to the cost of lithium product

184、ion at the US Magnesium facility and its impact on the profitability to US Magnesium.Our success is highlydependent on our ability to effectively identify and negotiate a lease and service agreement,on commercially reasonable terms,of our current MDLE Plant to a new customer and to build andmarket a

185、dditional MDLE Plants based on our proprietary technology.There are a limited number of customers who have resources that could utilize our MDLE technology and they may preferother DLE technology or other DLE technoloty may provide a less expensive or more effective process based on the nature of th

186、eir natural resources.Should future customers prefer DLEtechnology from our competitors,it could materially and adversely affect our business or financial condition.6 We are a pre-revenue,development stage company with an untested business plan in an industry with no generally accepted measure of th

187、e market size,which makes it difficult for us toforecast our financial results,creates uncertainty as to how investors will evaluate our prospects,and increases the risk that we will not succeed.Pursuant to the Share Exchange Agreement with NAL and SAL on April 13,2018,we were established to develop

188、 and market technology to extract lithium from brine.We have not yetestablished profitable operations or generated revenue.We realized a net loss from operations of$8.5 million and$3.7 million for the years ended March 31,2024,and 2023,respectively.Wehave an untested business plan,and the royalty st

189、ructure for all stakeholders,including resources owners,remains largely undefined in the lithium extraction market,which leads to uncertaintyas to the terms we can expect to obtain from counterparties,which may not be sufficient to allow us to become profitable.Therefore,it is uncertain how our busi

190、ness model will affect investorsperceptions and expectations with respect to our business and economic prospects.Our business model may not succeed,and no assurance can be given that we will ever generate positive cashflow.In addition,although there are various estimates,there is no generally accept

191、ed measure of the market size for lithium-based products.As such,it is difficult for us to evaluate themarket demand for our technology and product offerings consistent with our business plan.If we have overestimated the demand for our technology and product offerings based on amisunderstanding of t

192、he market size for the end product,we may not be successful in our business model,and our business,results of operations and financial condition would suffer.As a development stage company,we are subject to the risks associated with new businesses.We are a development stage company with no history o

193、f revenue-generating operations,and our principal asset consists of the MDLE Plant technology created by us.Therefore,we are,and expect for the foreseeable future to be,subject to all the risks and uncertainties inherent in a new business,in particular new businesses engaged in the extraction and pr

194、ocessing of lithium.We must establish many important functions necessary to operate our business,including manufacturing and developing environmentally friendly models of lithium extraction,customizingdesign of our MDLE Plant technology to meet individual customer needs,establishing a managerial and

195、 administrative structure and an internal infrastructure for the Companys compliancewith various local,state and federal environmental laws and regulations including but not limited to obtaining various permits and approvals before installing our MDLE Plant technology on acustomers site,among others

196、.Accordingly,you should consider our prospects in light of the costs,uncertainties,delays and difficulties often encountered by companies in their pre-revenue generating stages,particularly those in the extraction and processing of lithium.Potential investors should carefully consider the risks and

197、uncertainties that a company with no history of generating revenue willface.In particular,potential investors should consider that there is a significant risk that we will not be able to:implement or execute our current business plan,or that our business plan is sound;maintain our anticipated manage

198、ment team who are key to the successful implementation of our business plan;raise sufficient funds in the capital markets or otherwise to carry out our business plan;volatility of global prices of raw materials and lithium;the nature and extent of future competition in our principal markets;risks re

199、lating to the estimation of demand for lithium and its byproducts;changes in governmental regulations;and/ordetermine that the processes and technologies that we have developed are commercially viable.If we cannot execute any one of the above,our business may fail,in which case you would lose the en

200、tire amount of your investment in us.We also expect to encounter unforeseen expenses,difficulties,complications,delays and other known and unknown factors which we cannot foresee and plan for.It is difficult topredict future revenues and expenses,and we have limited insight into trends that may emer

201、ge and affect our business.We are a pre-revenue company facing substantial business and operationalrisks,including an untested market strategy,all of which makes forecasting future business results particularly difficult and results in a significant level of execution risk,which could have amaterial

202、 adverse effect us.7 We have a large,accumulated deficit,expect future losses,and may never achieve or maintain profitability.We have a large,accumulated deficit,expect future losses,and may never achieve or maintain profitability.We have incurred substantial losses since our inception,and we expect

203、 toincur additional operating losses as a result of ongoing operating costs including the additional costs of operating as a public company.The extent of our future losses is highly uncertain,andour prospects must be considered in light of the risks and uncertainties encountered by us in the continu

204、ously evolving mining and minerals industry,including the risks described throughoutthis prospectus.If we cannot successfully address these risks,our business and financial condition may suffer.Our failure to manage our anticipated growth successfully may adversely affect our operating results.Our f

205、ailure to manage our anticipated growth successfully may adversely affect our operating results.As we grow,we must continue to build our operational,financial and managementcontrols,contracting relationships,marketing and business development plans and controls and reporting systems and procedures.O

206、ur ability to manage our growth will also depend upon anumber of factors,including the ability for us to rapidly:expand our internal financial controls and disclosure controls,particularly now that we are registering our Common Shares with the SEC and are becoming subject to U.S.federalsecurities la

207、ws,among other things;attract and retain qualified technical personnel in order to continue to develop reliable and flexible technologies to meet evolving customer needs;build a corporate development team to keep resource holders and potential industrial customers informed regarding the technical fe

208、atures and key selling points of our proprietarytechnologies,and patented MDLE Plant;anddevelop operational engineering and maintenance support capacity for customers operating our MDLE Plants.Implementing each of these items will increase our costs,and we cannot assure you that we will have offsett

209、ing revenue.Our inability to achieve any of these objectives could harm ourbusiness,financial condition,and results of operations.Our ability to continue as a going concern is dependent on several factors beyond our control.Our independent registered public accounting firms report for the fiscal yea

210、r end March 31,2024,contains an explanatory paragraph that expresses substantial doubt about our abilityto continue as a“going concern.”Our ability to continue as a going concern is dependent on a variety of factors,each of which are beyond our control:Historically,we have relied on equity financing

211、 transactions to fund our operations,as conventional bank financing has historically not been available to us,given our earlycommercialization stage.If we fail to achieve our business plan or are negatively impacted by risks outside of our control,there can be no assurance that such financing transa

212、ctionswill be available in the future or available on such terms as are acceptable by us.We face significant competition from emerging companies with DLE technologies who have substantially greater capital resources than we do.In addition to competing for access tocapital,access to undeveloped resou

213、rces,skilled personnel,access to equipment and materials,and potentially the ability to obtain required approvals from regulatory agencies,ourcompetitors may offer project financing to our customers on terms and conditions which we are unable provide.We are reliant on protecting our intellectual pro

214、perty,both patents and trade secrets,to protect our business.Patent challenges or the enforcement of patent and intellectual propertyrights from misappropriation can involve legal challenges and lawsuits which can incur substantial legal fees and related costs,negatively impacting our cash flow and

215、businessprospects.We have spent and continue to spend substantial funds in connection with the development and commercialization of our MDLE Plant,and we have not earned any revenues to offsetsuch expenditures.8 We expect to incur significant expenses and,when necessary,add additional personnel to e

216、nable us to operate as a public company,including as a result of our being subject toreporting obligations under both the Canadian Securities Act and the U.S.federal securities laws and the other U.S.laws and regulations to which we are and will become subject.We have not generated any funds from ou

217、r operations and we anticipate future funds from operations to be limited for the foreseeable future.We may need to raise substantial capital to continue to fund our operations,support our marketing efforts,support our R&D programs,develop our engineering capabilities,andsupport any regulatory appro

218、val processes,and we will need funds to purchase certain components for the fabrication of our MDLE Plant to meet the potential demand for our productoffering.Fabrication costs and timelines can be impacted by a wide variety of factors,many of which are beyond our control and can result in a signifi

219、cant increase in both the time and costs tobuild our future MDLE Plants.These include,but are not limited to,weather conditions,ground conditions,access to construction materials,supply chain constraints,availability ofequipment and supplies,customer site-specific requirements,change orders,access t

220、o engineers and skilled labor,and performance of key contractors and suppliers.Each of these risks could materially impact our ability to continue as a going concern and our financial position.We may need to continue to raise capital and we face various risks in doing so.We may need to continue to r

221、aise capital to fund our business and we face several risks in seeking to do so.The current financing environment in the United States,particularly forearly-stage development companies and for DLE companies like us,is exceptionally challenging and we can provide no assurances as to when such an envi

222、ronment may improve.If wecontinue to raise equity or equity-linked instruments,this may be dilutive to our existing shareholders.If we raise debt,the interest rate may be high,the financial leverage associated with thedebt may add financial stress to our balance sheet and for our shareholders,and co

223、mpliance with any associated negative and financial covenants contained in any debt agreement may limit ouroperational flexibility.There can be no assurance that additional funding will be available on terms acceptable to us,or available to us at all.In addition,as the development and commercial dep

224、loyment of our MDLE Plant is still at its early stage,our ability to fund ongoing development and the availability of financing isaffected by the strength of the economy and other general economic factors.This risk could negatively affect our ability to secure additional future financing due to unfa

225、vorable lithium pricevolatility and demand.We face intense competition,and we may not be able to compete successfully.The lithium extraction market in which we participate is highly complex,competitive and growing very rapidly.It is characterized by aggressive expansion and entry from existing andne

226、w players and emerging technologies.We compete with other companies that are developing or have developed technology designed to exploit similar markets to those in which we plan tooperate.However,many of these other companies have substantially greater financial and other resources than we do.There

227、 can be no assurance that developments by other companies will notadversely affect the competitiveness of our technology.The DLE industry is characterized by extensive R&D efforts and rapid technological change.Competition can be expected to increase astechnological advances are made and commercial

228、applications for DLE technology increase.In addition,our competitors may use different technologies or approaches to develop technologylike the technology we have developed or may develop new or enhanced technology or processes that may be more effective and less expensive.Furthermore,battery grade

229、lithium does nothave uniform specifications among end customers.Therefore,our MDLE Plant technology installed at a customers site needs to be customized and tailored to extract lithium per individualcustomer specifications and demands.It is critical to our success that we are able to anticipate and

230、respond to changes in technology and industry standards and new customer challenges byconsistently developing and refining our core technology to meet or exceed the changing challenges and needs of our customers.9 Moreover,our success is largely dependent on our ability to achieve and maintain the c

231、ompetitive differentiation of our MDLE Plant technology.Any failure to develop high-qualityadvancements to our technology could adversely affect our reputation,our ability to lease our MDLE Plants to existing and prospective customers,and our operating results.There can be noassurance that our MDLE

232、Plant or any other technology developed by us will compete successfully or that research and new industry developments will not render our technology obsolete oruneconomical.Demand and fluctuation in market prices for lithium will greatly affect the results of our operations and our ability to succe

233、ssfully execute on our business plan.The prices of commodities fluctuate daily.Price volatility could have dramatic effects on the results of operations and our ability to execute our business plan.According to a January2024 U.S.Geological Survey report,the average U.S.lithium carbonate price for fi

234、xed contracts was$46,000 per metric ton in 2023,which represents a decline of 32%from the average pricein 2022.Although lithium prices have been on a downward trajectory,there can be no guarantees that the price of lithium carbonate will remain stable or increase,given the continued rise andfocus by

235、 governments on transitioning away from fossil fuels to meet global clean energy goals.The price of lithium materials may also be reduced by the discovery of new lithium deposits andproduction methods,which could not only increase the overall supply of lithium(causing downward pressure on its price)

236、but could draw new entrants into the lithium extraction industry thatcould compete with us.Even if our MDLE Plant technology is able to produce commercial quantities of lithium,there is no guarantee that a profitable market will exist for the sale of lithium-based end products.Our business will be s

237、ignificantly affected by changes in the market price of lithium-based end products,such as lithium carbonate and lithium hydroxide.Factors beyond our controlmay affect the marketability of any lithium produced.The prices of various metals have experienced significant fluctuations over short periods

238、of time and are affected by numerous factorsbeyond our control,including international economic and geopolitical trends,inflation,currency exchange rates,changes in interest rates and global or regional consumption patterns,speculative activities and increased production due to improved mining and p

239、roduction methods.The supply of and demand for lithium is affected by various factors,including,among others,political events,economic conditions,and production costs in major producing regions.Furthermore,the price of lithium-based end products is significantly affected by their purity andperforman

240、ce,and by the specifications of end-user battery manufacturers.If the lithium produced from our MDLE Plant technology does not meet battery-grade quality and/or does not meetcustomer specifications,pricing will be reduced from that expected for battery-grade product.In turn,the availability of custo

241、mers may also decrease.We may not be able to effectively mitigateagainst pricing risks for our products.Depressed pricing for lithium-based end products will affect the level of revenues expected to be generated by us,which in turn could affect our shareprice and the potential value of our MDLE Plan

242、t technology.There can be no assurance that the price of lithium will be such that our MDLE Plant technology can be deployed at a profit.Our long-term success depends on our ability to enter into and deliver lithium carbonate product under offtake agreements.We may encounter difficulty entering into

243、 and fulfilling offtake agreements for our product offerings.We may fail to deliver the quality of lithium required by such agreements or mayexperience production costs in excess of the price to be paid to us under such agreements.Given there are no uniform specifications among end user clients for

244、battery grade lithium,Failure tomeet these specifications could result in price adjustments,the rejection of deliveries,or termination of the contracts.Furthermore,our offtake agreements may contain force majeure provisionsallowing temporary suspension of performance by the customer or us during cer

245、tain events beyond the control of the affected party.As a result of these issues,we may not achieve the revenueor profit we expect to achieve from our future offtake agreements.Our business,results of operations,and financial condition may be materially and adversely affected if we are unable to ent

246、er into offtake agreements with future customers,or incurcosts in excess of the price set forth in such agreements.10 We may not be successful in our efforts to lease our MDLE Plant or license our technology,which could adversely affect our business.The success of our business depends in large part

247、on our ability to successfully identify new customers,generally through the leasing of our MDLE Plant to customers or the licensingof our technology.Our leasing and licensing efforts focus on identifying businesses with reliable and proven access to high quality brine that have already received regu

248、latory environmentalpermits and have the infrastructure that allows us to implement our MDLE Plant technology.We expect that the terms of any such future leases or licenses would provide that,once defined production targets are achieved,we would be entitled to rents and royalties based on thequantit

249、ies of lithium carbonate produced and the prices that are realized in the market.Since future royalty payments may be tied to the successful achievement of certain commercializationbenchmarks,which may or may not be achieved,we may not be able to recover our investment into the development of the MD

250、LE Plant technology.Furthermore,the potential lease or licensing agreements with our target customers could require us to build pilot plants for testing,which may be cost and time intensive and ultimatelynot yield much profit.If we are unable to identify a sufficient number of potential customers fo

251、r leasing or licensing our MDLE Plant technology,or if the customers that we identify do notprove to be as valuable as we anticipated,we will not be able to successfully receive rents or royalties from those customers,and our business,financial condition and results of operations maysuffer materiall

252、y as a result.There is risk to the growth of lithium markets and the supply of lithium sources.Our business is significantly dependent on the development and adoption of new applications for lithium batteries and the growth in demand for plug-in hybrid electric vehicles,batteryelectric vehicles and

253、other power storage solutions that rely on lithium batteries.As such,our business results inherently depend on decarbonization of the global economy.The past couple ofyears saw weaker than expected EV sales,which signals a decline in demand for one of the principal end products for lithium carbonate

254、.To the extent that the development,adoption,decarbonization and growth of the lithium markets do not occur in the volume and/or manner that we contemplate,or demand for principal end products that incorporate lithium carbonate doesnot grow at expected rates,the long-term growth in the markets for l

255、ithium products may be adversely affected,which would have a material adverse effect on our business,financial conditionand operating results.Moreover,we depend on the availability of brine resources from existing chemical,mineral and metal production,and brine aquifer resource holders in order to e

256、xtractlithium carbonate using our MDLE Plant.Although there have been discoveries of high lithium concentration in the Smackover Formation,a geological formation in Arkansas,to ourknowledge,there has been no extraction of lithium from this formation to date,and therefore the scope of any such opport

257、unity is uncertain.If for regulatory or other reasons,the resourceholders are not able to exploit the lithium deposits in the brines in the Smackover Formation,this could have an adverse effect on the potential growth of the lithium markets as the expectedsupply make not be able to meet anticipated

258、demand.As a smaller,development-stage company,we are likely to be more sensitive to competitive pressures that will cause our revenues and gross margins to fluctuate from quarter to quarter.Our revenues can change from one quarter to the next and gross margins are subject to a number of factors that

259、 could cause lower than expected or even negative gross margins.Somefactors that may influence our quarterly revenue,gross margins and operating results may include:lower than anticipated demand for our MDLE Plant;pricing campaigns designed to attract customers;manufacturing issues;fluctuations in m

260、aterial costs;fluctuations in the market prices for lithium;repair and warranty costs;availability of qualified personnel;changes in regulatory environment;andpressure to reduce prices from competition.11 As a smaller,early commercial-stage company,we may be more sensitive to such factors than many

261、of our competitors,and we may find that we are unable to compete within ourmarkets successfully.We rely on our management and key employees,and we may not be able to attract,train and retain a sufficient number of qualified employees to maintain and grow our business.We depend and will continue to d

262、epend on the business and technical expertise of our management and key employees who have expertise in technology,chemistry and engineering.Inlight of the specialized and technical nature of our business,the loss of our key personnel could slow our ability to innovate and execute on our development

263、 goals.As our operations expand,additional general management resources will be required.If we need to expand our operations,our ability to recruit,train,integrate and manage new employees is uncertain and failure to do sowould have a negative impact on our ability to execute on our business plan.We

264、 expect that our potential expansion into areas and activities requiring additional expertise,such as governmental approvals,manufacturing,sales,marketing,and distribution willplace additional requirements on our management and our operational and financial resources.We expect these demands will req

265、uire an increase in management and scientific personnel and thedevelopment of additional expertise by existing management personnel.There is currently aggressive competition for employees who have experience in technology,chemistry and engineering.This intense competition may make it more difficult

266、for us to attract and retain qualified personnel,as a number of the companies against which we compete for personnel are in a later stage oftheir company lifecycle and thus may have greater financial resources than we do,and/or are able to provide benefits that are more comprehensive or are otherwis

267、e viewed as more attractivethan ours.These competitors may also actively seek to hire our existing personnel away from us,even if such employees have entered into a non-compete agreement.We may be unable toenforce these agreements under the laws of the jurisdictions in which our employees work.The f

268、ailure to attract and retain such personnel or to develop such expertise could materiallyadversely affect our business,financial condition,and results of operations.The loss of our executive officers or our other key personnel,particularly with little or no notice,could cause delaysin business devel

269、opment projects and could have adverse impact on our business and results of operations.Volatility in the demand for lithium products or the development of alternative battery technologies that do not utilize lithium inputs may negatively impact overall prospects for growth oflithium marketing and p

270、ricing.The development of our MDLE Plant is highly dependent upon the currently projected demand for and uses of lithium-based end products.This includes lithium-ion batteries forelectric vehicles(EVs),power storage solutions and other large format batteries that currently have limited market share

271、and whose projected adoption rates are not assured.To the extent thatsuch markets do not develop in the manner contemplated by us or demand for such end products declines or do not grow as expected,then the long-term growth in the market for lithiumproducts will be adversely affected,which would inh

272、ibit the potential for development of our MDLE Plant and would otherwise have a negative effect on our business and financial condition.For example,the past couple of years saw weaker than expected EV sales,which signals a decline in demand for one of the principal end products for lithium carbonate

273、.In addition,as acommodity,lithium market demand is subject to the substitution effect in which end-users adopt an alternate commodity as a response to supply constraints or increases in market pricing.To theextent that these factors arise in the market for lithium,it could have a negative impact on

274、 overall prospects for growth of the lithium market and pricing,which in turn could have a negativeeffect on the Company.Further,although current batteries utilized in EV production rely on lithium compounds as a critical input,alternative materials and technologies are being researchedwith the goal

275、 of making batteries lighter,more efficient,faster charging and less expensive,and some of these technologies could be less reliant on lithium compounds.We cannot predict whichnew technologies may ultimately prove to be commercially viable and when,but any future battery technologies that use less o

276、r no lithium could materially and adversely impact our businessand future results of operations.12 Changes in government incentives relating to lithium-based end products may negatively impact our future success.Demand for lithium-based end products,such as lithium-ion batteries for use in EVs and p

277、ower storage solutions,may be impacted by changes to government regulation and economicincentives.Government economic incentives that support the development and adoption of EVs in the United States and abroad,including certain tax exemptions,tax credits and rebates,maybe reduced,eliminated or exhau

278、sted from time to time.For example,previously available incentives favoring EVs in areas including Canada,Germany,Hong Kong,Denmark and Californiahave expired or were cancelled or made temporarily unavailable,and in some cases were not eventually replaced or reinstituted.Any similar developments cou

279、ld have a negative impact onoverall prospects for growth of the lithium market and pricing,which in turn could have a negative effect on the Company.Environmental risks and stringent regulations related to lithium-based products may lead to additional disclosure requirements and substantial expendit

280、ures to ensure compliance.All phases of mineral extraction and development businesses present environmental risks and hazards and are subject to extensive environmental laws and regulations.U.S.and non-U.S.environmental laws(including in Argentina and Chile,where we may operate)and regulations provi

281、de for,among other things,restrictions and prohibitions on spills,releases or emissionsof various substances used and or produced in association with natural resource exploration and production operations.Under certain circumstances,we may be responsible under our futureagreements with customers to

282、operate the MDLE Plant on behalf of our customers,which may subject us to potential liability for any non-compliance under such environmental laws.Theselaws and regulations also require that facility sites be operated,maintained,abandoned,and reclaimed to the satisfaction of applicable regulatory au

283、thorities.Such regulations relate to manyaspects of our operations.In addition,environmental regulations are evolving in a manner that is expected to require stricter standards and enforcement,increased fines and penalties for non-compliance,more stringent environmental assessments of proposed proje

284、cts and a heightened degree of responsibility for companies and their officers,directors,and employees.While from a sustainability standpoint,DLE offers several advantages compared to traditional hard rock mining,there still remain challenges,including:Reinjection of brine could dilute the brines pu

285、rity.Obtaining operational and environmental permits can take time and is complex,possibly causing project delays.Violating applicable laws and regulations may result in the imposition of fines and penalties,some of which may be material,as well as reputational damage.The discharge ofpollutants into

286、 the air,soil or water may give rise to liabilities to foreign governments and third parties and may require us to incur costs to remedy such discharge.Applicable environmental laws and regulations require enhanced public disclosure and consultation.No assurance can be given that the application of

287、environmental laws to our business and operations,whether as a result of our activities or those of our customers,will not result in acurtailment of production or a material increase in the costs of production,development or exploration activities or otherwise adversely affect our financial conditio

288、n,results of operations orprospects.Our business is subject to hazards common to chemical and natural resource extraction businesses,any of which could injure our employees or other persons,damage our facilities orother properties,interrupt our production and adversely affect our reputation and resu

289、lts of operations.Our business is subject to general hazards faced by chemical manufacturing,fabrication,storage,and extraction businesses,including explosions,fires,severe weather,naturaldisasters,mechanical failure,unscheduled downtime,transportation interruptions,remediation,chemical spills,disch

290、arges or releases of toxic or hazardous substances or gases and other risks.These hazards can cause personal injury and loss of life to our employees and other personnel.In addition,the occurrence of disruptions,shutdowns or other material operating problems at ourMDLE Plants installed at a customer

291、s site,due to any of these hazards may diminish our ability to meet our contractual obligations with those customers and achieve the desired production andoutput.Accordingly,these hazards and their consequences could adversely affect our reputation and have a material adverse effect on our operation

292、s as a whole,including our results ofoperations and cash flows,both during and after the period of operational difficulties.13 Uncertain geopolitical tensions between the United States and China may adversely affect demand for lithium based products.In recent years,there has been a substantial incre

293、ase in political tensions among many jurisdictions,including between the United States and China.This political tension is particularlyacute in respect of critical mineral and rare earth metals,including lithium,in these jurisdictions and is the subject of increasingly active industrial policy.There

294、 is a risk that legislation,tariffs,embargoes,or other trade restrictions could impede our ability to contract our MDLE Plants in foreign markets.Such restriction may negatively impact our ability to advance our business,including becoming subject to restrictions arising from industrial policies,a r

295、educed ability to obtain financing and impediments to obtaining government approvals,all of which could have amaterial adverse impact on the Company.We may be exposed to claims and other legal actions that may adversely affect us.In the ordinary course of our business,we may become party to litigati

296、on or other proceedings in local or international jurisdictions in respect of any aspect of our business,whetherunder criminal law,contract or otherwise.The causes of potential litigation cannot be known and may arise from,among other things,business activities,employment matters,includingcompensati

297、on issues,environmental,health and safety laws and regulations,tax matters,volatility in our stock price,failure to comply with disclosure obligations or labor disruptions.Regulatory and government agencies may initiate investigations relating to the enforcement of applicable laws or regulations and

298、 we may incur expenses in defending them and be subject tofines or penalties in case of any violation and could face damage to its reputation.We may attempt to resolve disputes involving foreign contractors/suppliers through arbitration in anothercounty and such arbitration proceedings may be costly

299、 and protracted,which may have an adverse effect on our financial condition.Litigation may be costly and time-consuming and can divertthe attention of our management and key personnel from operations and,if adjudged adversely,may have a material and adverse effect on our cash flows,results of operat

300、ions and financialcondition.We expect that we will be dependent on one or a small group of customers for most of our revenue,and our failure to expand our customer base would have an adverse effect on ourbusiness growth and may result in changes to our business strategy.We have not generated any rev

301、enue to date,and the entity,US Magnesium,with which we entered into a commercial scale demonstration project of our first MDLE Plant terminated itsoperations,including its use of our MDLE Plant at its site in September 2024 prior to us achieving defined production targets.As a result,our lease agree

302、ment with US Magnesium wasterminated and our MDLE Plant was decommissioned and relocated out of US Magnesiums site to an offsite storage facility where we are actively marketing the MDLE Plant to potentialcustomers.There are a limited number of potential customers that own or control the natural res

303、ources that would utilize our MDLE Plant.Consequently,we expect that we will be highlydependent on a limited number of customers in the future.This expected concentration of our customer base increases risks related to the financial condition of our customers,and thedeterioration in financial condit

304、ion of a single customer or the failure of a single customer to perform their respective contractual obligations could have a material adverse effect on our futureresults of operations and cash flow.In the event that any of our future customers experience a decline in usage of our MDLE Plant technol

305、ogy for any reason or decide to discontinue the use ofour MDLE Plant technology,we may be compelled to lower our lease prices or risk losing a significant customer.Such developments could adversely affect our profit margins and financialposition,leading to a negative impact on our revenue and operat

306、ional results.There are inherent risks whenever a large percentage of revenues are concentrated with a limited number ofcustomers.We are unable to predict the future level of demand for our MDLE Plant technology that will be generated by our future customers.In addition,we cannot assure that any of

307、ourfuture customers will not cease purchasing our proprietary technology from us.Should future customers prefer DLE technology from our competitors,significantly reduce orders,or seek pricereductions in the future,any such event could have a material adverse effect on our revenue,profitability,and r

308、esults of operations.14 Our dependence on third-party suppliers could negatively affect our operating results.We rely on third-party suppliers to provide components and raw materials(including lithium bearing salt brines)for our MDLE Plant.While we have not recognized any trends orexperienced any ma

309、jor disruptions or delays related to manufacturing costs or the availability of components supplied to us by our vendors,actions taken by third-party suppliers in operatingtheir business,as well as any disruptions to their business operations(or their suppliers business operations),could disrupt our

310、 supply chain or operations and materially negatively impact ourability to supply the market,substantially decrease sales,lead to higher costs,and damage our reputation with our future customers.Longer-term disruptions could potentially result in thepermanent loss of our future customers,which could

311、 reduce our future recurring revenues and long-term profitability.Global financial conditions pose risks for us.Global financial conditions have been subject to continued volatility.Government debt,the risk of sovereign defaults,bank failures,political instability and wider economic concerns inmany

312、countries have been causing significant uncertainties in the markets.Disruptions in the credit and capital markets can have a negative impact on the availability and terms of credit andcapital.Uncertainties in these markets could have a material adverse effect on our liquidity,ability to raise capit

313、al and cost of capital.High levels of volatility and market turmoil could alsoadversely impact commodity prices,exchange rates and interest rates and have a detrimental effect on our business.Concerns over global economic conditions may also have the effect ofheightening many of the other risks desc

314、ribed herein,including,but not limited to,risks relating to fluctuations in the market price of lithium-based products,the terms and availability offinancing,supply chain constraints and cost overruns,geopolitical concerns,and changes in law,policies or regulatory requirements.We may not be able to

315、obtain or maintain sufficient general liability insurance.Our business may expose us to a number of risks and hazards,including general liability risks related to our technology.Such occurrences could result in damage to property,inventory,facilities,personal injury or death to end-user customers or

316、 operators,damage to our properties or the properties of others,monetary losses and possible legal liability.Although we maintaininsurance to protect against certain risks in such amounts as we consider to be reasonable,our insurance may not cover all the potential risks associated with our operatio

317、ns.We may be unableto maintain insurance to cover these risks at economically feasible premiums.Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability.Wemight become subject to liability which may not be insured against or which we may elect not t

318、o insure against because of premium costs or other reasons.Losses from these events may causeus to incur significant costs that could have a material adverse effect upon our financial performance and results of operations.Increased cybersecurity requirements,vulnerabilities,threats and more sophisti

319、cated and targeted computer crime could pose a risk to our systems,networks,products,solutions,servicesand data.Increased global cybersecurity vulnerabilities,threats,computer viruses and more sophisticated and targeted cyber-related attacks,as well as cybersecurity failures resulting fromhuman erro

320、r and technological errors,pose a risk to the security of our and our customers,business partners and suppliers products,systems and networks and the confidentiality,availabilityand integrity of data on these products,systems and networks.As the perpetrators of such attacks become more capable,and a

321、s critical infrastructure is increasingly becoming digitized,the risksin this area continue to grow.While we attempt to mitigate these risks by employing a number of measures,including employee training,monitoring and testing,and maintenance of protectivesystems,we remain potentially vulnerable to a

322、dditional known or unknown threats,and we cannot assure that the impact from such threats will not be material.In addition to existing risks,theadoption of new technologies may also increase our exposure to cybersecurity breaches and failures.Additionally,we have access to sensitive,confidential or

323、personal data or information that issubject to privacy and security laws,regulations or customer-imposed controls.Despite our implementation of controls to protect our systems and sensitive,confidential or personal data orinformation,we may be vulnerable to material security breaches,theft,misplaced

324、,lost or corrupted data,employee errors and/or malfeasance(including misappropriation by departingemployees)that could potentially lead to the compromising of sensitive,confidential or personal data or information,improper use of our systems,software solutions or networks,unauthorizedaccess,use,disc

325、losure,modification or destruction of information,defective products,production downtimes and operational disruptions.In addition,a cyber-related attack could result in othernegative consequences,including damage to our reputation or competitiveness,remediation or increased protection costs,litigati

326、on or regulatory action.Although we have experiencedoccasional actual or attempted breaches of our computer systems,to date we do not believe any of these breaches has had a material effect on our business,operations or reputation.15 We do not have an absolute restrictions on the ability of our dire

327、ctors and officers to serve on the boards of directors or as officers of other companies,with the result that potential conflictsof interest may arise.We do not have an absolute restrictions on the ability of our directors and officers to serve on the boards of directors or as officers of other comp

328、anies,although our Code of Conduct,as amended in March 2025,which is applicable to all directors and executive officers prohibits any activity that could give rise to conflicts of interest is prohibited unless specifically approvedin advance.Furthermore,where a conflict involves a member of the Boar

329、d,our Articles and Code of Conduct both require that the Board member involved must disclose the nature and extentof the conflict as required by the Business Corporations Act to the Board and refrain from voting on the matter giving rise to the conflict,in accordance with applicable law.Conflicts of

330、 interestmay therefore arise as a result of any of our directors or officers also holding positions as directors or officers of other companies.Some of the individuals that are directors and officers of ourCompany have been and may in the future be engaged in the identification and evaluation of ass

331、ets,businesses and companies on their own behalf and on behalf of other companies,andsituations may arise where our directors and officers will be in direct competition with us.This could potentially result in the diversion of opportunities which would be appropriate for us toother entities or perso

332、ns with which any such director or officer of our Company is associated or has an interest,rather than offering such opportunities to us.To the extent that such conflicts ofinterests are approved by the disinterested directors or are not adequately disclosed,it could result in the loss of potential

333、opportunities.The requirements of being a reporting public company in the United States may strain our resources and divert managements attention.As a reporting public company in the United States,we will be subject to the reporting requirements of the Exchange Act,the U.S.Sarbanes-Oxley Act,the U.S.Dodd-Frank WallStreet Reform and Consumer Protection Act of 2010(the“Dodd-Frank Act”),the U.S.Forei