Li-Cycle and Glencore Announce Global Strategic Partnership

TORONTO --Li-Cycle Holdings Corp. (NYSE: LICY) (“Li-Cycle” or the “Company”), an industry leader in lithium-ion battery resource recovery and the leading lithium-ion battery recycler in North America, today announced a strategic partnership with Glencore plc (LON: GLEN) (“Glencore”), a leading provider of primary metals for the production of EV batteries. The strategic partnership will better serve the EV battery supply chain by providing customers with an integrated approach for their primary and recycled metal needs.

Li-Cycle and Glencore have executed a global feedstock supply agreement under which Glencore will supply all types of manufacturing scrap and end-of-life lithium-ion batteries to Li-Cycle. Li-Cycle and Glencore have also entered into a non-binding Term Sheet for global, long-term strategic contracts, which would complement Li-Cycle’s existing off-take and marketing agreements, including:

Upon execution of the commercial agreements, Glencore will make a $200 million investment in Li-Cycle and Glencore will have the right to nominate one board member to the Li-Cycle board. Li-Cycle has agreed to nominate Kunal Sinha, Glencore’s Head of Recycling, to the Li-Cycle Board of Directors.

“We are thrilled to have Glencore as a long-term strategic investor and global commercial partner. Bringing our complementary capabilities together will accelerate the path to a circular economy for critical materials in the lithium-ion battery supply chain,” said Ajay Kochhar, Li-Cycle Co-Founder and Chief Executive Officer. “These agreements further secure and diversify our lithium-ion battery supply and feedstock sources, competitively positioning our network expansion in North America and Europe.”

Critical material supply has been recognized as a key success factor for enabling electrification around the world and localized supply sources are increasingly important to EV strategies. Glencore and Li-Cycle have a shared vision to enable sustainable, localized supply chains for electrification and recognize that both primary and secondary (or recycled) critical materials are required to deliver on this vision.

“As we continue to add to our recycling infrastructure of critical battery materials, we are pleased to work with Li-Cycle as a preferred global partner in the lithium-ion battery recycling space,” said Kunal Sinha, Head of Recycling at Glencore. “This is a key step in establishing a strong long-term foundation for the vertical integration of the battery materials supply chain. Together, we will be expanding the spectrum of battery material supply solutions to a broader global customer base, particularly in Europe and North America.”

Debbie Simpson, Li-Cycle Chief Financial Officer, added: “The $200 million investment by Glencore will enhance Li-Cycle’s already strong balance sheet and will provide us with total cash greater than our anticipated capital needs for the completion of the Rochester Hub and the five Spokes currently in development and our operating needs for the next two years. Once completed, the Glencore investment, together with the previously announced investments by LG Chem, Ltd. and LG Energy Solution, Ltd. and the investment made by an affiliate of Koch Strategic Platforms, will bring the total new capital we have raised since our August 2021 NYSE listing from key strategic global players in the battery material industry to $350 million.”

Glencore Financial Investment

Glencore will purchase a convertible note in the aggregate principal amount of $200 million (the “Note”). The Note will mature on the fifth anniversary of closing and have an initial conversion price of $9.95 per Li-Cycle common share and Li-Cycle will be entitled to pay interest on the Note in cash or payments in-kind (“PIK”), at its election. Cash interest payments will be based on the Secured Overnight Financing Rate (SOFR) plus 5.0% per year, and PIK payments will be based on SOFR plus 6.0% per year (with a SOFR floor of 1.0% per annum and cap of 2.0% per annum). In addition, Glencore has committed to a standstill agreement and Li-Cycle has granted certain registration rights to Glencore. If Glencore elects to convert during the conversion option period, Glencore would hold an approximate 10% equity stake in Li-Cycle (based on the current number of outstanding Common Shares).

Timing

The financial investment is subject to customary closing conditions and the execution of the commercial agreements described above. The commercial agreements are expected to be finalized and the financial investment is expected to close in the Company’s third fiscal quarter 2022.

Additional information regarding this announcement may be found in a Form 6-K that will be filed with the U.S. Securities and Exchange Commission.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful. The Common Shares to be issued in connection with the Investment have not been registered under the U.S. Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

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/.

About Glencore plc

Glencore is one of the world’s largest global diversified natural resource companies and a major producer and marketer of more than 60 responsibly sourced commodities that advance everyday life. Through a network of assets, customers and suppliers that spans the globe, they produce, process, recycle, source, market and distribute the commodities that enable decarbonisation while meeting the energy needs of today. Glencore companies employ around 135,000 people, including contractors. With a strong footprint in over 35 countries in both established and emerging regions for natural resources, their marketing and industrial activities are supported by a global network of more than 40 offices. Glencore's customers are industrial consumers, such as those in the automotive, steel, power generation, battery manufacturing and oil sectors. They also provide financing, logistics and other services to producers and consumers of commodities. Glencore is proud to be a member of the Voluntary Principles on Security and Human Rights and the International Council on Mining and Metals. They are an active participant in the Extractive Industries Transparency Initiative. Glencore recognises their responsibility to contribute to the global effort to achieve the goals of the Paris Agreement. Their ambition is to be a net zero total emissions company by 2050. In August 2021, they increased their medium-term emission reduction target to a 50% reduction by 2035 on 2019 levels and introduced a new short-term target of a 15% reduction by 2026 on 2019 levels. For more information, please visit the Glencore website at www.glencore.com.