International Battery Metals (IBAT) Proxy filing summary

Executive summary

• In-person annual and special meeting scheduled for November 20, 2026, at 1:00 p.m. Central in Houston; record date September 22, 2026.

• Board unanimously recommends voting FOR all proposals and each of the five director nominees.

Voting matters and shareholder proposals

• Eight matters: set board size at five; elect five directors; authorize a reverse split; amend advance-notice rules; create preferred shares; continue into Ontario; delegate board-size setting; appoint Grant Thornton LLP.

• Proposed reverse split is up to 1-for-50, or a lesser ratio chosen by the Board; it may be abandoned, and fractional shares would be rounded without cash payment.

• Reverse split approval requires a majority before continuance or two-thirds afterward; the advance-notice and preferred-share amendments each require two-thirds approval.

• Proposed nomination notice windows change to 90–120 days before an annual-meeting anniversary and generally 60 days before a director-election special meeting, with exceptions for late meeting notice.

• Ontario continuance and post-continuance director-size authority each require two-thirds approval; Grant Thornton appointment requires a majority of votes cast.

Board of directors and corporate governance

• Five nominees for one-year terms: Jacob Warnock, James Schultz, Keith Solar, John Souther and Scott Colangelo; Dr. John Burba is not standing for re-election.

• Board intends to reduce its size from six to five; James Schultz, Keith Solar, John Souther and Scott Colangelo were identified as independent under Canadian securities rules.

• Majority voting policy calls for a director receiving more withheld than FOR votes in an uncontested election to tender a resignation; the Board decides within 90 days.

• No written director term-limit or gender-diversity policies; no quotas or targets are supported, with appointments based on merit and consideration of diversity.