Li-Cycle Announces “Redemption Fair Market Value” in Connection with Redemption of its Outstanding Warrants

January 11, 2022

Original press release deployed via Business Wire

TORONTO, Li-Cycle Holdings Corp. (NYSE: LICY) (“Li-Cycle” or the “Company”), an industry leader in lithium-ion battery resource recovery and recycling in North America, today announced the “Redemption Fair Market Value” in connection with its previously announced redemption of its outstanding warrants (the “Warrants”) to purchase common shares of the Company (the “Common Shares”) that remain outstanding at 5:00 p.m. New York City time on January 26, 2022 (the “Redemption Date”). Based on the Redemption Fair Market Value, Warrant holders who surrender their Warrants on a “Make-Whole Exercise” prior to the Redemption Date will receive 0.253 Common Shares per Warrant.

On December 27, 2021, the Company announced that it will redeem all of the outstanding Warrants on the Redemption Date, for a redemption price of $0.10 per Warrant. At the direction of the Company, the Company’s warrant agent, Continental Stock Transfer & Trust Company (“CST”), delivered a notice of redemption (the “Redemption Notice”) to each of the registered holders of the outstanding Warrants. At any time prior to 5:00 p.m. New York City time on the Redemption Date, the Warrants may be: (1) exercised by the Warrant holders for cash, at an exercise price of $11.50 per Common Share, or (2) surrendered by the Warrant holders on a “cashless basis” (a “Make-Whole Exercise”), in which case the surrendering holder will receive a number of Common Shares determined in accordance with the terms of the Warrant Agreement and based on: (i) the period of time between the Redemption Date and the expiration of the Warrants, and (ii) the “redemption fair market value” (being the volume-weighted average price of the Common Shares for the ten trading days immediately following the date of the Redemption Notice) (the “Redemption Fair Market Value”). Today, CST delivered a notice (the “Redemption Fair Market Value Notice”) to the registered holders of the outstanding Warrants informing them that: (i) the Redemption Fair Market Value is $9.45, and (ii) as a result, holders who surrender their Warrants on a “cashless basis” will receive 0.253 Common Shares per Warrant.

Any Warrants that have not been exercised for cash or surrendered pursuant to a Make-Whole Exercise by 5:00 p.m. New York City time on the Redemption Date (being January 26, 2022) will be void and no longer exercisable, and the holders of those Warrants will be entitled to receive only the redemption price of $0.10 per Warrant

For additional information, including information on how holders may exercise their Warrants, please refer to the Redemption Notice. For copies of the Redemption Notice and the Redemption Fair Market Value Notice and answers to frequently asked questions, please visit the Investor Relations section of the Company’s website, at https://investors.li-cycle.com.

The Common Shares underlying the Warrants have been registered by the Company under the Securities Act of 1933, as amended, and are covered by a registration statement filed on Form F-1 with, and declared effective by, the Securities and Exchange Commission (Registration No. 333-259895). The SEC maintains an Internet website that contains a copy of this prospectus, at www.sec.gov. Alternatively, you can obtain a copy of this prospectus on the Investor Relations section of the Company’s website, at https://investors.li-cycle.com.

None of the Company, its board of directors or employees has made or is making any representation or recommendation to any holder of the Warrants as to whether to exercise or refrain from exercising any Warrants.

This press release does not and will not constitute an offer to sell, or the solicitation of an offer to buy, the Warrants, the Common Shares, or any other securities, nor will there be any sale of the Warrants, the Common Shares or any such other securities, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

About Li-Cycle Holdings Corp

Li-Cycle (NYSE: LICY) is on a mission to leverage its innovative Spoke & Hub Technologies™ to provide a customer-centric, end-of-life solution for lithium-ion batteries, while creating a secondary supply of critical battery materials. Lithium-ion rechargeable batteries are increasingly powering our world in automotive, energy storage, consumer electronics, and other industrial and household applications. The world needs improved technology and supply chain innovations to better manage battery manufacturing waste and end-of-life batteries and to meet the rapidly growing demand for critical and scarce battery-grade raw materials through a closed-loop solution. For more information, visit https://li-cycle.com/.