Glencore plc - 07 Aug 2025 Form 4 Insider Report for Li-Cycle Holdings Corp. (LICYF)

Footnote F1

This form is being filed by each of the following reporting persons: Glencore plc, Glencore International AG and Glencore Canada Corporation (collectively, the "Reporting Persons"). Glencore plc is the parent company of Glencore International AG ("GIAG"). Glencore Canada Corporation ("Glencore Canada") is an indirect wholly-owned subsidiary of GIAG. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Footnote F2

The Issuer previously issued to Glencore Canada an amended and restated convertible note for $124,059,131.32 in original principal amount as of date thereof ("A&R Note 1"). The principal and accrued interest owing under A&R Note 1 may be converted at any time, subject to the satisfaction of applicable regulatory conditions, by the holder into Common Shares at a conversion price per share of $2.33 (as of August 7, 2025), subject to further adjustments.

Footnote F3

A&R Note 1 matures on December 9, 2029 (or earlier upon the acceleration or redemption thereof, in each case in accordance with the terms of A&R Note 1). Interest on the note is payable either in cash or by payment-in-kind ("PIK") at the Issuer's election, on a semi-annual basis, and is based on the secured overnight financing rate plus 6% per year if interest is paid by PIK. Mandatory redemption will be required in the amount equal to a specified percentage of the excess cash flow generated by the Issuer and its subsidiaries for the applicable fiscal year (less certain deductions and subject to proration).

Footnote F4

In connection with any optional or mandatory redemption, and provided that Glencore Canada has not elected to convert A&R Note 1 into Common Shares, following receipt of notice of such redemption the Issuer is required to issue a number of warrants to Glencore Canada that entitle it to acquire a number of Common Shares equal to the principal amount of the applicable Notes being redeemed divided by the then applicable conversion price and expiring on the maturity of A&R Note 1.

Footnote F5

Pursuant to an order of the Ontario Superior Court of Justice (Commercial List) dated August 1, 2025, which was recognized by an order of the United States Bankruptcy Court for the Southern District of New York dated August 4, 2025 in the Chapter 15 Proceeding, among other things, the Equity and Asset Purchase Agreement, dated May 14, 2025 and as amended (the "EAPA"), among Glencore Canada, the Issuer and the other persons listed on Schedule I thereto (the "Sellers"), was approved. In accordance with the EAPA, Glencore Canada effected a credit bid (the "Credit Bid") pursuant to which the Sellers sold, transferred and assigned to Glencore Canada, and Glencore Canada acquired and assumed from the Sellers, the Transferred Assets (as defined in the EAPA), the Transferred Equity Interests (as defined in the EAPA) and the Assumed Liabilities (as defined in the EAPA) (collectively, the "EAPA Transaction").

Footnote F6

(continued from footnote 5) In connection therewith, on August 7, 2025, the Issuer, Glencore Canada, GIAG, and other subsidiaries of the Issuer entered into the Collateral Release and Note Direction Agreement, pursuant to which and as contemplated by the EAPA, the EAPA Transaction and the Credit Bid, Glencore Canada Corporation directed the Company to, among other things, reduce the principal amount of A&R Note 1 by $30,867,124 (based on the $2.33 conversion price, convertible up to 13,247,693 Common Shares).

Footnote F7

Reflects the outstanding principal amount of A&R Note 1, exclusive of accrued but unpaid interest.