Electra Announces Proposed Amendments to Outstanding Warrants
02 December 2023 - 9:00AM
Business Wire
Electra Battery Materials Corporation (NASDAQ: ELBM; TSX-V:
ELBM) (“Electra” or the “Company”) announced
today that it intends to amend the terms of an aggregate of
10,796,054 outstanding common share purchase warrants (the
“Warrants”) due to expire on February 13, 2028.
The Warrants were issued in connection with a private placement
transaction that closed on February 13, 2023. They are currently
exercisable at US$2.48 per common share (“Common
Share”).
Under the proposed amendments to the Warrants (the “Proposed
Amendments”), the exercise price will be reduced to CAD$1.00
per Common Share. In addition, the Warrants will be amended to
include an acceleration clause such that the term of the Warrants
will be reduced to 30 days (the “Reduced Term”) in the event
the closing price of the Common Shares on the TSX Venture Exchange
(the “TSXV”) exceeds CAD$1.00 by 20% or more for ten (10)
consecutive trading dates (the “Acceleration Event”), with
the Reduced Term will begin seven (7) calendar days after such ten
(10) consecutive trading day period. Upon the occurrence of an
Acceleration Event, holders of the Warrants may exercise the
Warrants on a cashless basis, based on the value of the Warrants at
the time of exercise, subject to compliance with the policies of
the TSXV.
The Proposed Amendments were agreed upon with the holders of
such Warrants following constructive negotiations and more closely
align the terms of the Warrants with current market conditions. As
partial consideration for the Proposed Amendments, the holders of
the warrants have agreed not to exercise certain adjustment
provisions they hold in connection with the US$51 million principal
amount of 8.99% senior secured convertible notes due February 2028
(the “Notes”). As a result, the Notes have not been
re-priced at a lower exchange rate and no amendments have been made
in respect of the debt conversion ratio. The Proposed Amendments
also serve to reduce potential dilution in Company capitalization
in the event the Notes are converted into equity, while the
cashless exercise feature will serve to concurrently reduce the
dilutive effect of future exercises of Warrants upon the occurrence
of an Acceleration Event.
The Proposed Amendments remain subject to the approval of the
TSXV.
About Electra Battery Materials
Electra is a processor of low-carbon, ethically-sourced battery
materials. Currently constructing North America’s only cobalt
sulfate refinery, Electra is executing a multipronged strategy
focused on onshoring the electric vehicle supply chain. Keys to its
strategy are integrating black mass recycling and nickel sulfate
production at Electra’s refinery located north of Toronto,
advancing Iron Creek, its cobalt-copper exploration-stage project
in the Idaho Cobalt Belt, and expanding cobalt sulfate processing
into Bécancour, Quebec. For more information visit
www.ElectraBMC.com.
Neither the TSXV nor its Regulation Services Provider (as that
term is defined in policies of the TSXV) accepts responsibility for
the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
This news release may contain forward-looking statements and
forward-looking information (together, “forward-looking
statements”) within the meaning of applicable securities laws and
the United States Private Securities Litigation Reform Act of 1995.
All statements, other than statements of historical facts, are
forward-looking statements. Generally, forward-looking statements
can be identified by the use of terminology such as “plans”,
“expects”, “estimates”, “intends”, “anticipates”, “believes” or
variations of such words, or statements that certain actions,
events or results “may”, “could”, “would”, “might”, “occur” or “be
achieved.” Forward-looking statements are based on certain
assumptions, and involve risks, uncertainties and other factors
that could cause actual results, performance, and opportunities to
differ materially from those implied by such forward-looking
statements. Factors that could cause actual results to differ
materially from these forward-looking statements are set forth in
the management discussion and analysis and other disclosures of
risk factors for Electra Battery Materials Corporation, filed on
SEDAR+ at www.sedarplus.ca and with the U.S. Securities and
Exchange Commission on EDGAR at www.sec.gov. Whether actual results
and developments will conform with our expectations and predictions
is subject to a number of risks and uncertainties. Although the
Company believes that the information and assumptions used in
preparing the forward-looking statements are reasonable, undue
reliance should not be placed on these statements, which only apply
as of the date of this news release, and no assurance can be given
that such events will occur in the disclosed times frames or at
all. Except where required by applicable law, the Company disclaims
any intention or obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20231201113818/en/
Joe Racanelli Vice President, Investor Relations
info@ElectraBMC.com 1.416.900.3891
Electra Battery Materials (NASDAQ:ELBM)
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