Li-Cycle Holdings Corp. (Form: 6-K, Received: 08/12/2021 06:05:59)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August, 2021.

Commission File Number

LI-CYCLE HOLDINGS CORP.

Li-Cycle Corp.

2351 Royal Windsor Dr. Unit 10

Mississauga, ON L5J 4S7

(877) 542-9253

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☑ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)( 1): ☐

On August 10, 2021, Li-Cycle Holdings Corp. (“Li-Cycle”) consummated the previously announced business combination (the “Business Combination”) by and among Li-Cycle, Peridot Acquisition Corp. (“Peridot”), and Li-Cycle Corp., an Ontario corporation (“Li-Cycle Corp.”).

In connection with the consummation of the Business Combination, on August 10, 2021 Li-Cycle filed with the Ontario Securities Commission a non-offering prospectus that included a copy of its Registration Statement on Form F-4 (No. 333-254843) containing a prospectus of Li-Cycle and proxy statement of Peridot relating to the Business Combination which was declared effective by the Securities and Exchange Commission (the “SEC”) on July 15, 2021, as well as supplemental disclosures including the financial statements of Li-Cycle Corp for the three- and six-month periods ended April 3, 2021 and corresponding “Management’s Discussion and Analysis of Financial Results” and certain material contracts of Li-Cycle.

Exhibits


Exhibit Number		Exhibit Description
10.1		Ground Lease Agreement by and between Li-Cycle North America Hub, Inc. and Ridgeway Properties I, LLC dated August 3, 2021 and Guaranty of Li-Cycle Holdings Corp. guaranteeing the obligations of North America Hub, Inc. thereunder
99.1		Non-Offering Prospectus of Li-Cycle Holdings Corp. as filed with the Ontario Securities Commission on August 10, 2021
99.2		Unaudited Financial Statements of Li-Cycle Corp. as of and for the Three and Six Months ended April 30, 2021
99.3		Li-Cycle Management’s Discussion and Analysis of Financial Condition and Results of Operations for the period ended April 30, 2021
99.4		Unaudited Pro Forma Condensed Combined Financial Information as of and for the period ended April 30, 2021
99.5		Audited Financial Statements of Li-Cycle Holdings Corp. as of May 31, 2021
99.6		Press Release, dated August 10, 2021

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements contained in this communication may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21 of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed transaction involving Li-Cycle and Peridot and the ability to consummate the proposed transaction. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely”, “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (i) the risk that the conditions to the closing of the proposed transaction are not satisfied, including the failure to timely or at all obtain shareholder approval for the proposed transaction or the failure to timely or at all obtain any required regulatory clearances, including under the Hart-Scott Rodino Antitrust Improvements Act; (ii) uncertainties as to the timing of the consummation of the proposed transaction and the ability of each of Li-Cycle and Peridot to consummate the proposed transaction; (iii) the possibility that other anticipated benefits of the proposed transaction will not be realized, and the anticipated tax treatment of the combination; (iv) the occurrence of any event that could give rise to termination of the proposed transaction; (v) the risk that stockholder litigation in connection with the proposed transaction or other settlements or investigations may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; (vi) changes in general economic and/or industry specific conditions; (vii) possible disruptions from the proposed transaction that could harm Li-Cycle’s business; (viii) the ability of Li-Cycle to retain, attract and hire key personnel; (ix) potential adverse reactions or changes to relationships with customers, employees, suppliers or other parties resulting from the announcement or completion of the proposed transaction; (x) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect Li-Cycle’s financial performance; (xi) legislative, regulatory and economic developments; (xii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, outbreak of war or hostilities and any epidemic, pandemic or disease outbreak (including COVID-19), as well as management’s response to any of the aforementioned factors; and (xiii) other risk factors as detailed from time to time in Peridot’s reports filed with the SEC, including Peridot’s annual report on Form 10-K, periodic quarterly reports on Form 10-Q, periodic current reports on Form 8-K and other documents filed with the SEC. The foregoing list of important factors is not exclusive. Neither Li-Cycle nor Peridot can give any assurance that the conditions to the proposed transaction will be satisfied. Except as required by applicable law, neither Li-Cycle nor Peridot undertakes any obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


LI-CYCLE HOLDINGS CORP.

By:		/s/ Ajay Kochhar
Name:		Ajay Kochhar
Title:		Chief Executive Officer and Director

Date: August 11, 2021

Exhibit 10.1

GROUND LEASE AGREEMENT

THIS GROUND LEASE AGREEMENT (this “Lease”) made and entered into as of this 3rd day of August 2021, which is the last date of execution of this Lease by the parties hereto (the “Effective Date”) by and between RIDGEWAY PROPERTIES I, LLC, a New York limited liability company, with offices c/o Conductor Property Management, LLC, 1010 Lee Road, Rochester, New York 14606, or its designee (hereinafter called “Lessor”), and LI-CYCLE NORTH AMERICA HUB, INC., a Delaware corporation, with offices at 2351 Royal Windsor Drive, Unit 10, Mississauga, Ontario L5J 4S7, Canada (hereinafter called “Lessee”).

WITNESSETH, THAT:

Lessor, in consideration of the rent to be paid and the covenants and agreements to be performed by Lessee, as hereinafter set forth, does hereby LEASE, DEMISE and LET that certain parcel of land consisting of approximately 41.06 acres, and located on a portion of the real property with a tax identification number of 089.04-1-3.22 and a current address of 50 McLaughlin Road and on all of the real property with a tax identification number of 089.04-13.21 and a current address of 205 McLaughlin Road, each in the Town of Greece, Monroe County, New York as more particularly shown in Exhibit A attached hereto and made a part hereof (the “Land”), the size of which will be determined by the Subdivision Plan submitted to the Town of Greece (the “Subdivision Plan”); together with the non-exclusive use of Lessor’s rights, privileges, easements, rights of way, licenses and appurtenances to the Land, including, but not limited to, the right to discharge stormwater from the Land to the stormwater management and detention ponds with a capacity to accept water runoff of up to 53 acres of impervious surface recently constructed by Lessor (“Lessor’s Detention Ponds”) adjacent to the east and northeast of the Land (collectively, the “Lessor Easements”); and together with Lessee’s use of additional rights, privileges, easements and access rights ancillary to the Land as more particularly described on Exhibit A-2 attached hereto and made a part hereof (collectively, “Lessee’s Agreements”). A legal description for the Land shall be added as Exhibit A-1 attached hereto and made a part hereof, by amendment upon receipt of the Subdivision Plan. The term “Premises” as used herein shall be deemed to mean the Land, Lessor’s Detention Ponds, the Lessor Easements, and Lessee’s Agreements.

1 TERM; DELIVERY CONDITION; LESSEE ACCESS PRIOR TO TERM COMMENCEMENT DATE.

(A) The “Original Term” of this Lease shall commence on a date (the “Term Commencement Date”) which shall be the first day of the first month following the date of receipt by Lessee of a favorable State Environmental Quality Review Act negative declaration in connection with the Approvals (as defined in Section 39(A) below) in final, non-appealable form (the “SEQR Declaration”). The Original Term shall continue thereafter until a date (the “Expiration Date”) which shall be the last day of the twentieth (20th) “Lease Year” (as defined in Section 3 below), subject to earlier termination as provided herein. Lessor and Lessee hereby agree to execute, within fifteen (15) days of the Term Commencement Date, the Commencement and Termination Agreement substantially in the form of Exhibit B attached hereto and made a part hereof, acknowledging the actual Term Commencement Date. The Original Term and any “Renewal Terms” (as defined in Section 2 below) are collectively referred to herein as the “Lease Term”.

(B) The Premises is being delivered in “as is” condition, not subject to any representations or warranties as to condition, purpose, or fitness for any particular use, other than expressly set forth in Section 31 and Lessee’s right to contractually occupy the Premises under the terms of this Lease. Lessee, evidenced by its

execution of this Lease, hereby represents and warrants that it has had sufficient opportunity to inspect, including any testing it deems necessary or desirable in its own, sole discretion, the Premises, and has determined to lease the Premises from the Lessor in its sole and absolute discretion, without reliance upon Lessor, Lessor’s agents, or any statements, whether written or oral, as to the condition or fitness of the Premises. Lessee shall be exclusively responsible for any and all Remedial Work (as defined in Section 42(A)(iv) below) other than Lessor Remedial Work (as defined in Section 42(D) below), material handling, requisites for development of the Premises, and any and all costs and liabilities affiliated thereto for any improvements, buildings, construction, appurtenances, or any other development of the Premises. Notwithstanding the foregoing, Lessor will undertake inspection, report writing, and certification to New York State Department of Environmental Conservation (“DEC”) required by any environmental easement or the Site Management Plan covering the Land (the “SMP”).

(C) From the Effective Date until the Term Commencement Date (the “Access Period”), Lessor grants Lessee and Lessee’s employees, agents, consultants, and contractors, a license for ingress and egress to the Land to conduct tests, investigations, and similar activities as Lessee may deem reasonably necessary to satisfy the Conditions and to grade the Land to prepare the Land for construction (“Lessee’s Activities”). Lessor shall cooperate with Lessee during the Access Period in accordance with Section 46 below. During the Access Period, Lessee shall maintain the following insurance for its interests in, and activities on, the Land: Commercial General Liability insurance with limits of at least Five Million and 00/100 Dollars ($5,000,000.00) in the aggregate for bodily injury or death, and of not less than One Million and 00/100 Dollars ($1,000,000.00) for any one accident, and not less than One Million and 00/100 Dollars ($1,000,000.00) with respect to damage to property. Thirty (30) days before any such policy expires Lessee shall supply Lessor with a substitute therefor. This specific insurance obligation shall not be subject to a right to cure elsewhere in this Lease. In addition, Lessee and any of Lessee’s contractors, consultants or agents conducting Lessee’s Activities shall obtain and maintain Workers’ Compensation Insurance in compliance with Section 8(B)(ii) below, and shall provide Lessor with satisfactory evidence of such insurance prior to entry on the Land for purposes of conducting Lessee’s Activities. The above policies shall name both Lessee and Lessor as insured (or additional insured, as the case may be). To the fullest extent permitted by law, Lessee shall indemnify, defend and hold Lessor, any parent, subsidiary, assignee, affiliated company and any successors and/or assigns of Lessor, and their respective shareholders, partners, members, directors, officers, employees, agents, representatives, consultants, business invitees and contractors (each, a “Lessor Indemnified Person” and collectively, the “Lessor Indemnified Persons”), harmless from and against all losses incurred by the Lessor Indemnified Persons to the extent arising from, or out of, any claim for, or arising out of, any injury to or death of any person or loss or damage to property to the extent arising out of the negligence, willful misconduct, or unlawful conduct of Lessee, or Lessee’s employees or agents, in connection with Lessee’s Activities. Lessee shall not be obligated to indemnify any Lessor Indemnified Person for any loss to the extent such loss is due to the negligence, willful misconduct or unlawful conduct of any Lessor Indemnified Person or for statutory violation of, or punitive damages against, any Lessor Indemnified Person except to the extent the statutory violation or punitive damages are caused by or result from the acts or omissions of any Lessee or of any of the Lessee’s contractors, subcontractors, sub-subcontractors, materialmen, or agents of any tier or their respective employees. If: (i) the Conditions are not satisfied pursuant to the terms of this Lease, (ii) Lessee exercises Lessee’s option to terminate this Lease, and (iii) no Default (as defined in Section 16(A) below) has occurred and is continuing, then Lessee shall, within thirty (30) days following Lessee’s notice of Lessee’s termination of this Lease, remove all equipment that Lessee or anyone acting for or through Lessee used or installed on the Land during the Access Period and, to the extent Lessee’s Activities caused disturbances to the Land, restore the

Land to substantially the same condition as it was prior to Lessee’s Activities. Lessee shall have the right to extend such thirty (30) day period for successive periods of thirty (30) days each by giving written notice to Lessor of Lessee’s election to extend. Lessee shall be deemed to have a license for thirty (30) days after the expiration or termination of this Lease, as such thirty (30) day period may be extended as aforesaid, to enter upon the Land for such foregoing purposes, and during any such period, Lessee shall have the continuing obligation to pay Rent, prorated as appropriate for the number of days in any partial month.

2 RENEWAL TERMS AND OPTION TO PURCHASE.

(A) Lessor hereby grants to Lessee the option of renewing the Original Term (the “Renewal Option”) for five (5) additional terms of five (5) years each and one (1) subsequent additional term of four (4) years (each individually, a “Renewal Term”, and collectively, the “Renewal Terms”) upon the same terms and conditions as are in effect during the Original Term; provided that: (a) at the time Lessee exercises the Renewal Option with respect to each of the Renewal Terms, Lessee is not subject to a notice of Default, regardless of any applicable periods of grace, of any of the material terms, covenants and conditions of this Lease, and (b) Lessee provides Lessor with written notice (the “Option Notice”) of Lessee’s election to exercise the Renewal Option with respect to each of the Renewal Terms not less than six (6) months prior to the Expiration Date, or the expiration date of the then operative Renewal Term, as the case may be (hereinafter referred to as the “Option Expiration Date”).

(B) So long as no uncured Default exists after notice at the time of election, Lessor hereby grants to Lessee the option to purchase the Land, if any, upon expiration of the Original Term and upon the expiration of each Renewal Term for the fair market value of the Land, provided, however, such valuation shall expressly exclude the value of any Buildings (as defined in Section 7 below) or related improvements made to the Land by or at the expense of Lessee other than, if applicable, the expansion of Lessor’s Detention Ponds as they exist as of the Effective Date (each being an “Option to Purchase”). If Lessee elects to exercise an Option to Purchase, then Lessee shall provide written notice to Lessor of such election sixty (60) days prior to the Expiration Date, or the expiration of the then operative Renewal Term. If Lessor and Lessee do not agree on the fair market value of the Land within thirty (30) days after Lessee provides the Option Notice to Lessor as provided under this Section, then Lessor and Lessee shall each obtain an appraisal from an experienced real estate appraiser of its choice. If the appraisals obtained by Lessor and Lessee are within ten percent (10%) of each other, the fair market value and purchase price shall be the average of the two (2) appraisals. If the two (2) appraisals are not within ten percent (10%) of each other, then Lessor’s appraiser and Lessee’s appraiser shall choose an independent appraiser (the “Independent Appraiser”) , and the average of the three (3) appraisals shall be deemed the fair market value and purchase price, and Lessor shall sell, and Lessee shall purchase, the Land for a price equal to the fair market value calculated after receipt of the appraisal from the Independent Appraiser. Lessor and Lessee shall pay the cost, respectively, of Lessor’s appraiser and Lessee’s appraiser, and shall equally share the cost of the Independent Appraiser.

(C) Lessee shall be responsible for the payment, when due, of any New York State Real Property Transfer Tax due and owing in connection with the inclusion of the Option to Purchase in this Lease, and Lessee shall indemnify, defend and hold harmless Lessor, Lessor’s officers, directors, members, successors and assigns, from and against any claims, demands, penalties, fines, liabilities, damages, obligations, litigation proceedings, disbursements, costs or expenses, including reasonable attorneys’ fees and costs, in connection therewith.

3 RENTAL.

Commencing on the Term Commencement Date (the “Rent Commencement Date”), Lessee shall pay to Lessor an annual rental (“Rent”) during the Lease Term as follows:


Lease Year	Annual Base Rent		Monthly Base Rent
1-10	$	450,000	$	37,500
11-20	$	480,000	$	40,000
Renewal Period l: 21-25	$	510,000	$	42,500
Renewal Period 2: 26-30	$	510,000	$	42,500
Renewal Period 3: 31-35	$	540,000	$	45,000
Renewal Period 4: 36-40	$	540,000	$	45,000
Renewal Period 5: 41-45	$	570,000	$	47,500
Renewal Period 6: 46-49	$	570,000	$	47,500

All Rent shall be payable in equal monthly installments, in advance commencing on the Rent Commencement Date and, thereafter, on the 1st day of every calendar month during the Lease Term.

If the Rent Commencement Date shall occur on a day other than the first day of a calendar month, and/or the Expiration Date occurs on a day other than the last day of a calendar month, the Rent for such partial month shall be prorated. Notwithstanding the foregoing, the monthly installment for the first full month following the Rent Commencement Date shall be due and payable within three (3) business days following the Rent Commencement Date. The term “Lease Year” shall mean the twelve (12) month period commencing on the Rent Term Commencement Date and each successive twelve (12) month period thereafter throughout the Lease Term. The second Lease Year and every subsequent Lease Year of the Lease Term shall cover of the same corresponding twelve (12) full calendar months of the first Lease Year last mentioned.

All monetary obligations (other than Rent) owed by Lessee to Lessor under this Lease, including, but not limited to, taxes and the interest upon unpaid obligations provided for in Section 17 below, shall all be deemed to be “Additional Rent”, and in the event of nonpayment by Lessee, Lessor shall have all the rights and remedies with respect thereto as Lessor has for the nonpayment of the Rent.

It is the intention of the parties that the rental payable by Lessee hereunder shall be absolutely “triple net” to Lessor and except as expressly set forth herein, that Lessee shall pay for and Lessor will have no liability or responsibility for the cost of, taxes, insurance, or maintenance of the Land or the Buildings (as defined in Section 7(A) below), nor for the operation, repair, replacement, alteration, construction, maintenance, addition, change, or improvements of or to the Land or the Buildings, all of which shall be the sole and exclusive responsibility of Lessee,

4 REAL ESTATE TAXES, ASSESSMENTS AND UTILITIES.

(A) Commencing on the Rent Commencement Date, and continuing throughout the Lease Term, Lessee shall pay when due all real estate taxes and assessments, excises, levies and other charges by any public authority levied or imposed against (1) the Land or any part thereof, (2) the Buildings, and (3) the appurtenances thereto, including, but not limited to, any payments due under a payment-in-lieu-of-tax agreement (“PILOT”) and payments due for access to any public utility, to the Land or the sidewalks or streets adjacent thereto (all of which are hereinafter referred to as “Impositions”).

(i) Until such time that the Land is assessed and billed as a separate tax parcel, Lessee shall pay its “pro rata share” of Impositions. Lessee’s “pro rata share” shall mean an amount equal to 33.91% of the tax bill attributed to the land assessment only, which percentage is computed by dividing the acreage of the Land (41.06 acres) by the aggregate acreage of the Lessor’s retained parcel (121.09 acres); and 100% of the tax bill attributed to the assessment for the Buildings.

(ii) Lessee may pay any Imposition in installments, however, Lessee shall be liable for any interest and/or penalties, which accrue as a result of Lessee’s making installment payments. Lessee shall be required to pay only such Impositions or portions thereof as shall become due and payable during the Lease Term and only to the extent such Impositions cover a part of the Lease Term. All Impositions for the tax year in which this Lease shall commence or terminate shall be equitably apportioned between Lessor and Lessee. No Imposition may be paid after the last day for payment of such obligation.

(iii) Anything to the contrary contained in this Lease notwithstanding, in no event shall Impositions include any inheritance, estate, succession, transfer, gift, franchise, corporation, excise, income or profit tax or capital levy that is or may be imposed upon Lessor including, but not limited to (i) any annual reporting or other fees imposed upon Lessor in connection with maintaining Lessor’s organizational existence under the laws of the State of its formation or creation or (ii) imposed in connection with the Lessor’s right to do or conduct business. Notwithstanding anything herein to the contrary, if at any time during the term of this Lease there shall be levied or assessed in substitution of real estate taxes, in whole or in part, a tax, assessment or governmental imposition (other than a general gross receipts or income tax) on the rents received from the Premises or the rents reserved herein, and said tax, assessment or governmental imposition shall be imposed upon Lessor, Lessee shall pay same as herein provided, but only to the extent that such new tax, assessment or governmental imposition is a substitute for real estate taxes previously imposes.

(iv) If the Land is separately assessed or billed as a tax parcel, Lessee shall pay the Impositions for the Premises (and not a pro rata share) directly to the appropriate taxing authority and deliver to Lessor immediate notice of payment made, and, thereafter, copies of paid tax receipts within thirty (30) days after the final due date for payment in each tax year. Lessor shall cooperate with Lessee’s efforts to modify, renew, extend or replace any PILOT that may exist from time to time during the Lease Term.

(B) Notwithstanding anything contained in this Lease to the contrary, any Imposition (including but not limited to any assessment either general or special) relating to a fiscal period of the taxing authority, a part of which is included within the Lease Term and a part of which is included in a period of time prior to the Rent Commencement Date or after the Expiration Date of this Lease, will, whether or not such Tax or installments are assessed, levied, confirmed, imposed upon or in respect of, or become a lien upon the Premises, or become payable, during the Lease Term, be adjusted between Lessor and Lessee as of the Rent Commencement Date or the Expiration Date determined over the longest possible period that such Imposition is payable to such taxing authority so that Lessee will pay the portion of the Imposition or installment that the part of the fiscal period included in the Lease Term bears to the entire fiscal period, and Lessor will pay the remainder.

(C) Lessee shall have the right to contest directly with the relevant authority, at Lessee’s cost and expense, the amount or validity of any Imposition by appropriate proceeding. Lessee shall give Lessor written notice of any such contest and Lessor agrees it shall join, at no cost to Lessor, in any such proceeding if any law, rule or regulation at the time in effect shall so require. Any proceeding for contesting the validity or amount of any Imposition or to recover any Imposition paid by Lessee may be brought by Lessee in the name of Lessor or in the name of Lessee, or both, as Lessee shall deem advisable.

(D) Lessee shall provide for and pay all charges for heat, water, gas, sewage, electricity, and other utilities, as well as any costs to access such utilities and any special assessments related to tying into the utility system, used or consumed at the Premises and shall contract for the same in its own name. Lessor shall not be liable for any interruption or failure in the supply or character of any such utility services unless the gross negligence of Lessor, its agents, servants, employees, contractors, or licensees causes such interruption or failure.

(E) All charges due from Lessee to Lessor for which Lessee must be billed by Lessor, must be billed within twelve (12) months after the date on which the charge is incurred by Lessor or Lessor will have waived its right to reimbursement which may have been established in any section or paragraph of this Lease.

5 USE.

Lessee may use and occupy the Premises for the construction, development, and operation of a facility to process lithium-ion black mass concentrate in order to manufacture nickel sulfate, cobalt sulfate, and lithium carbonate, among other products (“Initial Use”), and for any other lawful use or purpose (the “Subsequent Use”; together with the Initial Use, the “Use”) after obtaining Lessor’s prior written consent for the Subsequent Use, which consent shall not be unreasonably withheld, conditioned, or delayed, and so long as the Use is not in violation of any “Laws” (as defined in Section 12 below). Lessor shall not, through any act or omission, interfere with Lessee’s development or use of the Premises for the Use.

6 INTENTIONALLY OMITTED.

7 ALTERATIONS AND IMPROVEMENTS; FIXTURES AND EQUIPMENT.

(A) During the Lease Term and from time to time therein, Lessee shall have the right but not the obligation to construct buildings and related improvements and equipment on the Land, including any additions, alterations, and/or improvements thereto (collectively, the “Buildings”) and including, without limitation, the right to raze any Buildings (once constructed) without rebuilding, performing a “scrape and rebuild” of the Buildings, and/or replacing the Buildings or constructing any new Buildings, that Lessee shall deem necessary in Lessee’s sole discretion. Lessor acknowledges and agrees that, during the Lease Term, title to the Buildings shall automatically vest in and belong to Lessee to the exclusion of Lessor, and Lessor hereby waives any right, title or interest therein. Lessee alone shall be entitled to claim depreciation on or any tax credit or deduction now or hereafter available with respect to the Buildings.

(B) Lessor shall cooperate, at no cost to Lessor, with Lessee in the obtaining of any and all licenses, special use permits, building permits, consents , variances, certificates of occupancy or other approvals which may be required in connection with any Buildings and Lessor shall execute, acknowledge, and deliver any documents reasonably required in furtherance of such purposes. No construction of any Buildings shall be undertaken until Lessee shall have procured and paid for all municipal and, provided no

Default has occurred and is continuing, or Lessee has otherwise abandoned the Land and the Buildings, other governmental permits and authorizations of all municipal departments and governmental subdivisions having jurisdiction. All work done in connection with any alteration, addition or improvement shall be done in a good and workmanlike manner and in compliance with all Laws.

(C) Any and all furnishings, fixtures, equipment, machinery, and personalty purchased by or belonging to Lessee, or leased from third parties by Lessee and installed on the Land or in the Buildings by Lessee (whether or not affixed), including, but not limited to, tanks, pipes, conveyors, pumps, process units, and electrical and mechanical systems, including electrical substations, and other equipment used in connection with the Use, lighting fixtures, chairs, tables, decor items, fans, office equipment, software, and other personal property shall be herein called “Lessee’s FF&E”. Lessor acknowledges and agrees that, during the Lease Term, title to Lessee’s FF&E shall automatically vest in and belong to Lessee to the exclusion of Lessor, and Lessor hereby waives any right, title or interest therein; provided no Default has occurred and is continuing, or Lessee has not otherwise abandoned the Land or the Buildings. Lessee alone shall be entitled to claim depreciation on or any tax credit or deduction now or hereafter available with respect to Lessee’s FF&E. At any time and from time to time during the Lease Term, Lessee may remove and/or replace any of Lessee’s FF&E from the Land or in the Buildings. Notwithstanding anything contained in this Lease to the contrary, it is acknowledged and agreed that any trademarks, service marks, trade names, logotypes, commercial symbols and trade dress used by Lessee shall remain Lessee’s exclusive property for use, and Lessor shall not be permitted at any time to use any such property in any manner or for any purpose.

8 INSURANCE.

(A) Lessee, at its sole cost and expense, shall keep the Buildings insured during the Lease Term against loss or damage by fire or other casualty in amounts not less than one hundred percent (100%) of the then “full replacement cost”. The term “full replacement cost” shall mean the actual replacement cost of the Buildings. Nothing contained in this Lease shall be construed so as to require Lessee to maintain earthquake insurance coverage.

(B) Lessee, at its sole cost and expense, shall also maintain:

(i) Commercial general liability insurance against claims for bodily injury, death, or property damage, occurring on, in, or about the Premises and Buildings, in or about the adjoining streets, property and passageways, such insurance to afford protection of not less than Five Million and 00/100 Dollars ($5,000,000.00) in the aggregate in respect of bodily injury or death, and of not less than One Million Dollars ($1,000,000.00) for property damage with respect to vicarious liability arising out of Lessee’s operations.

(ii) Workers’ Compensation Insurance covering all persons employed in connection with any work done on or about the Land and the Buildings with respect to which claims for death or bodily injury could be asserted against Lessor, Lessee, the Land or the Buildings, or in lieu of such Workers’ Compensation Insurance, a program of self-insurance complying with the rules, regulations and requirements of the applicable statutes and regulations of New York State.

(iii) Business interruption insurance in amounts sufficient to cover rent and reoccurring financial obligations under this Lease for a period of not more than one (1) year.

(C) All insurance provided for in this Section shall be effected under valid and enforceable policies issued by insurers of recognized responsibility. All policies of insurance provided for in this Section shall name Lessor as an additional insured. Any loss under such policy shall be made payable as the interests of the parties may appear subject to the provisions of Section 9 hereof. Lessor and Lessee may provide any insurance required by this Lease in the form of a blanket or umbrella policy, provided that, upon request, proof is furnished that such blanket policy complies in all material respects with the provisions of this Lease. Lessor and Lessee shall have the right, but not the obligation, to provide all insurance as provided herein in more than one policy.

(D) Lessor and Lessee shall each endeavor to secure an appropriate clause in, or an endorsement upon, each fire or extended coverage insurance policy obtained by it and covering the Premises and Buildings, Lessee’s FF&E, and any other property located therein or thereon, pursuant to which the respective insurance companies waive subrogation or permit the insured, prior to any loss, to agree with a third party to waive any claim it might have against said third party. The waiver of subrogation or permission for waiver of any claim hereinbefore referred to shall extend to the agents of each party and its employees and, in the case of Lessee, shall also extend to all other persons and entities occupying or using the Premises and Buildings in accordance with the terms of this Lease. If and to the extent that such waiver or permission can be obtained only upon payment of an additional charge, the party benefiting from the waiver or permission shall pay such charge upon demand, or shall be deemed to have agreed that the party obtaining the insurance coverage in question shall be free of any further obligations under the provisions hereof relating to such waiver or permission. Subject to the foregoing provisions of this Section, and insofar as may be permitted by the terms of the insurance policies carried by it, each party hereby releases the other with respect to any claim (including a claim for negligence) which it might otherwise have against the other party for loss, damages or destruction with respect to its property by fire or other casualty.

9 CASUALTY.

(A) In the event the whole or any part of the Buildings is damaged or destroyed during the Lease Term by fire or other casualty (“Casualty”), such that it amounts to twenty five percent (25%) or more of the then replacement cost of the Buildings, this Lease may be terminated at the election of Lessee, provided that notice of such election is delivered to Lessor within sixty (60) days after the occurrence of the Casualty. If Lessee so terminates this Lease: (i) Lessee shall, if requested by Lessor in writing within thirty (30) days of notice of election to terminate, raze any designated remaining portion of the Buildings, remove all debris, and grade and landscape the Land; (ii) the insurance proceeds payable as a result of such Casualty shall be paid first to reimburse Lessee for the costs and expenses to raze any remaining portion of the Buildings, remove all debris, and grade and landscape the Land if required by Lessor, (iii) next to the Lessor to pay all Rent due and owing until the expiration date of the then current Original Term or Renewal Term, as the case may be, and other sums due under this Lease, (iv) next to Lessee to reimburse Lessee for the unamortized value of the Buildings and Lessee’s FF&E, and (v) the balance remaining shall be payable to Lessee; and (v) and the parties shall be released hereunder, each to the other, from all liability and obligations thereafter arising.

(B) Unless the Casualty shall have been caused by the grossly negligent acts or omissions of Lessor, Lessee shall not be entitled to any compensation or damages from Lessor for the loss of the use of the whole or any part of the Buildings and/or for any inconvenience or annoyance occasioned by any such damage or destruction.

10 CONDEMNATION.

(A) In the event that the Land or the Buildings are rendered substantially and permanently unusable for the Use by reason of the taking by any public authority under the power of eminent domain, or eminent domain or in a condemnation or by conveyance made in response to the threat of the exercise of the right eminent domain or condemnation (in any case, a “Taking”), Lessor and Lessee shall have the rights set forth in this Section 10.

(B) If the Taking results in all of the Land or the Buildings being taken, or if so much of the Land or the Buildings are taken that the Land or the Buildings (even if the restorations described herein were to be made) cannot be used by Lessee for the Use, then this Lease will end on the earlier of the vesting of title to the Land in the condemning authority, or the taking of possession of the Land by the condemning authority (in either case the “Ending Date”). If this Lease ends according to this Section 10, prepaid Rent will be appropriately prorated to the Ending Date.

(C) If, after a Taking, so much of the Land and the Buildings remains that the Land and the Buildings can be used substantially for the Use, then (i) this Lease will end on the Ending Date as to the part of the Land or the Buildings which is taken, (ii) prepaid Rent will be appropriately allocated to the part of the Land or the Buildings which is taken and prorated to the Ending Date, and (iii) beginning on the day after the Ending Date, Rent for so much of the Land as remains will be reduced in the proportion of the Land area remaining after the Taking to the area of the Land before the Taking.

(D) Upon the occurrence of a Taking, Lessor and Lessee agree that Lessee shall receive that portion of the award or compensation allocable to the leasehold estate, all awards (collectively, the “Taking Awards”) for the Buildings and any award for relocation expenses, if and upon successful prosecution by Lessee of claims for the Taking Awards. Lessee shall prosecute Lessee’s own claims by separate proceedings against the condemning authority for damages legally due to Lessee (such as the loss of the Buildings and Lessee’s FF&E which Lessee was entitled to remove and moving expenses).

(E) If the Taking is for an emergency or other temporary condition and does not involve a Taking under Section 10(A) above ( a “Temporary Taking”), then this Lease will continue in full force and effect without any abatement of Rent, but the Taking Award payable with respect to any period of time prior to the expiration or sooner termination of this Lease will be paid to Lessor and the public authority or its designee will be considered a subtenant of Lessee. Lessor will apply the Taking Award received to the Rent due from Lessee for that period. Lessee will pay Lessor any deficiency between the Taking Award and the amount of the Rent, and Lessor will pay Lessee any excess of the amount of the Taking Award over the amount of the Rent.

(F) Lessor and Lessee shall immediately notify the other of the commencement of any eminent domain, condemnation, or other similar proceedings with regard to the Land or the Buildings. Lessor and Lessee covenant and agree to fully cooperate in any condemnation, eminent domain, or similar proceeding in order to maximize the total Taking Award receivable in respect thereof.

11 ASSIGNMENT AND SUBLETTING.

(A) Provided no Default has occurred and is continuing, Lessee shall have the right to assign this Lease or sublet the Premises or Buildings (i) to any parent, subsidiary, or affiliated company of Lessee, whether now existing or hereafter created, without the prior consent of Lessor, or (ii) to any other operator that shall continue to use the Premises and Buildings for the Use, and that has any one of (a) a Minimum Net Worth (as defined below), or (b) market capitalization, or (c) EBITDA (earnings before interest, taxes, depreciation and amortization) of at least One Million Dollars ($1,000,000) per year. Upon an assignment under Section 11(A)(i) or (ii) of this Lease, Lessee shall be released from liability under this Lease. Otherwise, Lessee shall have the right (with the prior, written consent of the Lessor, which consent shall not be unreasonably withheld, conditioned, or delayed) to assign this Lease or sublet the Premises or Buildings to any other person or entity, provided, however, that Lessee shall remain liable under this Lease from and after the date of such assignment or subletting, and guarantee such obligation. As used herein, the term “Net Worth” means the excess of total assets over total liabilities, in each case as determined through audited financial statements and in accordance with generally accepted accounting principles consistently applied (“GAAP”), excluding, however, from the determination of total assets all assets which would be classified as intangible assets under GAAP including goodwill, licenses, patents, trademarks, trade names, copyrights, and franchises.

(B) Anything to the contrary in this Lease notwithstanding, a change of control of Lessee or its parent, or their subsidiaries or affiliated companies, whether by way of merger, sale, acquisition, stock offering, financing, re-financing, buy-out, operation of law, or otherwise, shall not be deemed an assignment or subletting within the meaning of this Lease.

(C) Lessor shall have the right to assign this Lease to a limited liability company controlled by, or under common control with, Lessor; provided Lessor executes and delivers to Lessee an assignment of this Lease whereby Lessor’s assignee agrees to assume all of the obligations of Lessor hereunder.

12 COMPLIANCE WITH LAWS.

Except as otherwise expressly provided in this Lease, Lessee, at its sole expense, shall be solely responsible for satisfying itself and Lessor that the Initial Use will comply with all applicable building and zoning laws and with all other laws, statutes, ordinances, orders, rules, regulations, codes, determinations, permits, licensing, rules of common law, and requirements, including the rules, orders and regulations of any national or local Board of Fire Underwriters or any other body hereafter constituted exercising similar functions (collectively, “Laws”) of any federal, state and municipal legislative, executive or judicial body, branch or jurisdiction, with jurisdiction over the Land, the Buildings, or activities conducted thereon or therein, and including any- departments, agencies, commissions, boards, bureaus, instrumentalities or authorities of any of them which exercises jurisdiction over any such property (“Governmental Authority”), and Lessor, at Lessor’s sole cost and expense, shall be responsible for satisfying itself and Lessee of the Land’s compliance with all applicable Laws of any Governmental Authority concerning the Land arising prior to the Term Commencement Date. In furtherance thereof: (a) Lessee shall promptly correct, at Lessee’s sole cost and expense, any violation of Laws with respect to the Premises to the extent such violation arises on or after the Term Commencement Date; and (b) Lessor shall promptly correct, at Lessor’s sole cost and expense, any violation of Laws with respect to the Premises, to the extent such violation existed prior to the Term Commencement Date, and any violations of Laws with respect to Lessor’s Detention Ponds, except for any violations of Laws arising from Lessee’s Activities.

13 NON-DISTURBANCE, SUBORDINATION AND ATTORNMENT.

(A) If any mortgage or similar security instrument (hereafter referred to as a “Security Instrument”) affects the Land as of the Effective Date, then as a condition precedent to Lessee’s obligations under this Lease, Lessor shall deliver to Lessee, within thirty (30) days after the delivery by Lessee of the Title Objection Letter (as defined in Section 39(D) below), a Non-Disturbance Agreement, substantially in form and substance as set forth on Exhibit C attached hereto and made a part hereof, subject to commercially reasonable changes required by the party holding the Security Instrument (“Non-Disturbance Agreement”) fully executed by Lessor and the party holding a Security Instrument and otherwise in form capable of recording.

(B) This Lease shall at all times be and remain prior and paramount to the lien or charge of all ground or underlying leases and Security Instruments. Lessee agrees that if another lessor or the holder of the Security Instrument shall succeed to the interest of Lessor in this Lease, then Lessee will recognize said lessor, holder, beneficiary or person as Lessor under the terms of this Lease, provided that said lessor, holder, beneficiary or other person, during the period in which it shall be in possession of the Premises, and thereafter its successors in interest, shall assume all of the obligations of Lessor hereunder and shall have executed and delivered the Non-Disturbance Agreement. It is further understood and agreed that any purchaser taking title to the Land by reason of such foreclosure (or deed in lieu thereof) shall take title subject to the foregoing conditions of this Section 13.

(C) Anything to the contrary set forth herein notwithstanding, in the event Lessor shall default under any Security Instrument affecting the Land, as evidenced by a final, non-appealable order of a court with jurisdiction over such matter, Lessee shall have the right, but not the obligation, to cure such default, and deduct any and all amounts expended in curing such default from any amounts owed by Lessee to Lessor or any person claiming by, through, under, or by virtue of Lessor under this Lease.

14 LEASEHOLD MORTGAGE.

(A) Lessee may from time to time, and with the prior, written notice to Lessor, secure financing, debt offering, or general credit lines from banks, insurance companies or other lenders, granting to such banks, insurance companies, or other lenders (hereinafter, a “Leasehold Mortgagee”) as security for such financing or general credit lines a mortgage encumbering Lessee’s leasehold interest in the Premises (which may include a collateral assignment of Lessee’s leasehold interest in the Premises with rights of reassignment (hereinafter a “Leasehold Mortgage”) and/or a security interest in Lessee’s FF&E; provided any Leasehold Mortgage shall not materially affect Lessor’s rights pursuant to this Lease.

(B) Upon request of Lessee, Lessor agrees to execute such documents or instruments as shall evidence Lessor’s consent to a Leasehold Mortgage and/or security interest in Lessee’s FF&E, including but not limited to a conditional assignment of this Lease to Leasehold Mortgagee and a subordination, non-disturbance, and attornment agreement, if required by Leasehold Mortgagee, and give Leasehold Mortgagee the same right to notice of and time to cure any default of Lessee as is provided Lessee under the provisions of this Lease. Lessor and Lessee agree to execute or make such further modifications or amendments to this Lease as a prospective or existing holder of any Leasehold Mortgage may request, provided that any such modification or amendment shall not materially and adversely modify any material terms of this Lease. A failure of Lessor to respond in writing to such a request for consent within thirty (30) business days of such request shall be deemed consent by Lessor to such request or an acceptance of such document, as the case may be.

(C) Lessor shall give to Leasehold Mortgagee (provided Leasehold Mortgagee shall have given to Lessor a notice specifying such holder’s name and address) a copy of any notice, consent, approval, request, demand or communication given to Lessee under this Lease at the same time as and whenever any such notice shall thereafter be given by Lessor to Lessee.

(D) If Lessor shall give any such notice, then Leasehold Mortgagee shall (provided that it notifies Lessor of its intention to do so) thereupon have the right to remedy a Default or to cause such Default to be remedied within the same time period available to Lessee hereunder. Lessor will accept performance by Leasehold Mortgagee with the same force and effect as though performed by Lessee. No such Default shall be deemed to exist and Lessor shall not exercise any rights Lessor may have as a result of such Default as long as such holder shall cure, if a cure is possible, the claimed Default.

15 SURRENDER UPON TERMINATION.

Lessee shall, on the expiration or earlier termination of the Lease Term, surrender to Lessor the Land free of all claims, liens, and encumbrances, leases, tenancies and rights of occupancy of all parties and in substantially the same condition and repair as the same were in at the Commencement Date, reasonable wear and tear excepted. Upon termination and surrender to Lessor, Lessee shall remove all Lessee’s FF&E, including anything within the envelope of the Buildings, demolish the Buildings (if so elected by Lessor in Lessor’s sole discretion), and decommission the Buildings if required by applicable Laws. If the Buildings remain on the Land upon Lessee vacating the Premises Lessee shall: (i) deliver to Lessor the Buildings in a safe, “broom clean” and sanitary condition and in compliance with Laws ; (ii) deliver to Lessor all keys, parking, and access cards to the Land and the Buildings; and (iii) remove all signage placed on the Premises. Thereafter, the Buildings shall become the property of Lessor.

16 EVENTS OF DEFAULT.

(A) The following events shall be deemed to be a default by Lessee under this Lease (each a “Default”): Lessee shall fail to pay any installment of the Rent or Additional Rent within fifteen (15) days after written notice from Lessor (a “Rent Default”); or (ii) Lessee shall fail to comply with any other term, covenant, or condition of this Lease (other than a Rent Default) (“Non-Rent Default”) and such failure remains uncured for forty-five (45) days after written notice thereof to Lessee, provided that, if the nature of the Non-Rent Default is such that it cannot reasonably be cured within said forty-five (45) day period, and/or if Lessee commences an action to cure such Non-Rent Default during such forty-five (45) day period , and thereafter diligently continues to prosecute such cure, Lessee’s time to cure such Non-Rent Default shall be extended for such additional period as may be reasonably necessary for that purpose; or (iii) Lessee files for bankruptcy protection under any State or Federal Law, makes a general assignment for the benefit of creditors, or is placed into a bankruptcy proceeding by creditors which is not dismissed within thirty (30) days (“Bankruptcy Default”).

(B) If a Default shall have occurred and remained uncured within the time set forth in Section 16(A) above, Lessor may:

(i) in the case of a Rent Default, obtain a judgment of court of competent jurisdiction for damages in the amount any unpaid Rent together with interest compounded at the rate of one and one half percent (1.5%) per month until fully satisfied ( the “Default Rate”). The intention of the parties being to conform strictly to the usury laws now in force or hereafter in effect in New York State. Whenever any provision herein provides for payment by Lessee to Lessor of interest at a rate in excess of the legal rate permitted to be charged, such rate herein provided to be paid will be deemed reduced to such legal rate.

(ii) in the case of a Non-Rent Default, obtain an order of a court of competent jurisdiction compelling Lessee’s performance hereunder.

(iii) if a judgment under Section 16(B)(i) remains unpaid, including all additional interest, fees, and costs, for a period of six (6) months after entry, or a judgment under Section 16(B)(ii) is not fully performed after six (6) months, Lessor shall have any and all rights to repossess the Land, and any and all Buildings and Lessee’s FF& E that remain on the Land. Lessee agrees and consents to Lessor taking any and all legal actions of self-help by the Lessor to take possession of the Land and the Buildings and secure the other property located on the Land.

(iv) in the event of a Bankruptcy Default, Lessor shall have the option of terminating this Lease, and taking the actions under Section 16(B)(iii) subject to the Laws and any orders of a court of competent jurisdiction.

(C) Anything to the contrary herein notwithstanding, absent an uncured Default by Lessee described above, Lessor hereby expressly waives any and all rights granted by or under any present or future laws (whether common law, statutory, or otherwise) to any lien or claim of any nature in Lessee’s FF&E for Rent, or to levy or distrain for Rent, in arrears, in advance, or both, upon Lessee’s FF&E.

(D) Notwithstanding anything contained in this Lease to the contrary, in no event shall either Lessor or Lessee be obligated for any special, consequential, or punitive damages of any kind.

(E) In the event an action is commenced under Section 16(A)(i) or 16(A)(ii), Lessee shall not raze or otherwise materially alter any Buildings or portions of Buildings.

(F) If this Lease is terminated pursuant to this Section 16, Lessee shall be responsible for surrendering the Land and Buildings in accordance with Section 15 of this Lease. If Lessee fails to comply with Section 15, Lessor shall be permitted to remove all Lessee’s FF&E, including anything within the envelope of the Buildings, demolish the Building, and decommission the Buildings if required by applicable Laws. Lessee shall be responsible for any costs incurred by Lessor in connection with this Section.

17 CHARGES ON PAST DUE OBLIGATIONS.

In the event any amount due from Lessee to Lessor or from Lessor to Lessee is not paid when due, and the time for curing said non-payment has expired, such amount shall bear interest at the Default Rate from the date due until paid, as Additional Rent, but the payment of such interest shall not excuse or cure any Default by Lessee under this Lease.

18 HOLDING OVER BY LESSEE.

If Lessee shall remain in possession of the Premises after the expiration of the Lease Term, then Lessee shall be deemed to be a lessee of the Premises on a month-to-month basis, cancelable upon thirty (30) days’ notice from Lessor, subject to all the terms and provisions hereof, except the Rent and Additional Rent for such month to month tenancy will be one hundred fifty percent (150%) of the Rent and one hundred percent (100%) of the Additional Rent payable prior to expiration.

19 COVENANT OF QUIET ENJOYMENT.

Lessor hereby covenants that Lessee shall at all times during the Lease Term during which Lessee shall not be in default hereunder beyond applicable notice and cure periods, peaceably and quietly enjoy the Premises without any disturbance from Lessor or from any party claiming by, through or under Lessor.

20 EASEMENTS AND SIGNAGE.

Upon request of Lessee, Lessor will join with Lessee in the granting of any easements or rights-of- way, in recordable form, that may reasonably be required on or over the Land, or any of Lessor’s lands adjoining the Land, for utility purposes and for non-exclusive parking, vehicular and pedestrian access to construct, install, service, maintain, operate or repair such utilities, including driveways and curb cuts, and Lessor will execute and acknowledge an appropriate instrument or instruments evidencing such easements or rights-of-way, all at Lessee’s sole expense. Lessor hereby grants to Lessee, any parent, subsidiary, affiliated company or tenant of Lessee, whether now existing or hereafter created, and any successors and/or assigns of Lessee, and their shareholders, officers, directors, agents, partners, members, employees, representatives, consultants, contractors, and business invitees (collectively, the “Lessee Parties”), the right, at Lessee’s sole cost and expense, to install on the Buildings and the Land maximum signage permitted by Laws. Lessor shall grant easements to the Lessee Parties, in recordable form, for access to the Land and to all signage on the Land and the Buildings which shall include the right to lay and maintain electric or other utility lines to such signs within the boundaries of the Land. Lessee shall properly repair any parking lot curb cuts that may be damaged during the installation of any Lessee’s signage. Lessor, at no additional cost, shall assist Lessee in acquiring such permits, license, or approvals as are necessary for the installation of such signage. Within thirty (30) days of the Effective Date, Lessor agrees to provide Lessee with copies of any public and/or private agreements that might govern signage for informational purposes only. No grant or consent under this Section 20 shall be available or required, unless such easement, right-of way, or other right or interest reverts to the ownership and benefit of the Lessor after the expiration of the Lease Term or earlier termination of this Lease.

21 ESTOPPEL CERTIFICATE.

Lessor and Lessee, upon ten (10) business days prior written request, will execute, acknowledge and deliver to the other a statement in writing and in form and substance as shown on Exhibit D attached hereto and made a part hereof, executed by an appropriate officer of Lessor or Lessee, respectively.

22 EXCUSE FOR NONPERFORMANCE.

Except for the payment of Rent and Additional Rent by Lessee, if either party hereto shall be delayed or prevented from the performance of any act required hereunder by reason of acts of God, Laws, natural phenomena (such as extreme weather), acts of war or public disorders, civil disturbances, riots, insurrection, epidemic, pandemic (including, but not limited to the COVID-19 virus), unusual delay in transportation, terrorist acts, strikes or labor disputes (except strikes or labor disputes caused by employees of the affected party or as a result of such party’s failure to comply with a collective bargaining agreement), acts, failures to act or orders of any kind of any Governmental Authority acting in its regulatory or judicial capacity, of inability of suppliers to provide essential materials, to the extent the materials were timely ordered and the unavailability of the materials could not reasonably have been foreseen or substitute materials obtained by the party asserting the excuse for performance, or other cause without fault and

beyond the control of the party obligated (financial inability excepted); then upon written notice to the other party, the performance of such act shall be excused for the period of the delay and the period for the performance of such act shall be extended for a period equivalent to the period of such delay, provided, however, that Lessee or Lessor shall exercise its commercially reasonable efforts to remedy any such cause of delay or cause preventing performance.

23 NOTICES.

Notices under this Lease shall be sent by a national overnight courier with a tracking system and addressed to the parties hereto at the respective addresses set out opposite their names below or at such other address as they have theretofore specified by written notice delivered in accordance herewith:

Lessor: RIDGEWAY PROPERTIES I, LLC, or its designee

c/o Conductor Property Management

1010 Lee Road

Rochester, New York 14606

United States

Attention: Ed Brillante

With copy to: General Counsel at the same address.

Lessee: LI-CYCLE NORTH AMERICA HUB, INC.

2351 Royal Windsor Drive, Unit 10

Mississauga, Ontario L5J 4S7

Canada

Attention: General Counsel

24 ENTIRE AGREEMENT.

This Lease sets forth the entire agreement between the parties regarding the subject matter covered herein, and no amendment or modification of this Lease shall be binding or valid unless expressed in writing and executed by all parties hereto.

25 SECTION HEADINGS.

The Section headings contained in this Lease are for convenience only and shall in no way enlarge or limit the scope of meaning of the various and several paragraphs hereof.

26 BINDING EFFECT.

All of the covenants, agreements, terms and conditions to be observed and performed by the parties hereto shall be applicable to and binding upon their respective successors and, to the extent assignment is permitted hereunder, their respective assigns.

27 WAIVER.

(A) One (1) or more waivers of any covenant or condition by Lessor shall not be construed as a waiver of a subsequent breach of the same covenant or condition, and the consent or approval by Lessor to or of any act by Lessee requiring Lessor’s consent, or approval shall not be deemed to render unnecessary Lessor’s consent or approval to or of any subsequent similar act by Lessee. No breach of a covenant or condition of this Lease shall be deemed to have been waived by Lessor unless such waiver is in writing, signed by Lessor.

(B) One (1) or more waivers of any covenant or condition by Lessee shall not be construed as a waiver of a subsequent breach of the same covenant or condition and the consent or approval by Lessee to or of any act by Lessor requiring Lessee’s consent, or approval shall not be deemed to render unnecessary Lessee’s consent or approval to or of any subsequent similar act by Lessor. No breach of a covenant or condition of this Lease shall be deemed to have been waived by Lessee unless such waiver is in writing, signed by Lessee.

28 MEMORANDUM OF LEASE.

Simultaneously with the execution of this Lease and from time to time thereafter upon request by Lessee, Lessor and Lessee, at Lessee’s sole cost and expense, will execute a Memorandum of Lease in a form acceptable for filing or recording and substantially in form and content as set forth on Exhibit E attached hereto and made a part hereof, setting forth the legal description of the Land, the material terms of this Lease, including, but not limited to, the Renewal Options and the Option to Purchase or any other provisions hereof (excepting the rental provisions) as either party may request, and such other terms and provisions as may be required by Laws to be included in such Memorandum of Lease.

29 GOVERNING LAW.

This Lease shall be exclusively governed by and construed in accordance with the laws of the State of New York wherein the Premises is located, and the United States of America, without giving effect to such State’s choice of law rules. The parties further agree that any legal proceedings, suit, action, arbitration, or proceeding related to this Lease (“Proceedings”) shall be submitted exclusively to and brought before the appropriate state and/or federal courts in the County of Monroe, State of New York. The parties acknowledge that this Lease has been prepared, negotiated, executed, and entered into as a contract in the State of New York. The parties further acknowledge that they are knowingly submitting to the jurisdiction of the said state and the state and/or federal courts therein. The parties further acknowledge that the terms of this Section have been fully and fairly bargained for. Nothing in this Lease precludes either party from bringing any such Proceedings in any other jurisdiction if (A) the courts of the State of New York lack jurisdiction over the parties or the subject matter of the Proceedings or decline to accept the Proceedings on the grounds of lacking such jurisdiction; (B) the Proceedings are commenced by a party for the purpose of enforcing against the other party’s property, assets or estate any decision or judgment rendered by any court in which Proceedings may be brought as provided hereunder; or (C) any Proceeding has been commenced in another jurisdiction by or against the other party or against its property, assets or estate and, in order to exercise or protect its rights, interests or remedies under this Lease, the party (1) joins, files a claim, or takes any other action, in any such suit, action, arbitration or proceeding, or (2) otherwise commences any such suit, action, arbitration or proceeding in that other jurisdiction as the result of that other suit, action, arbitration or proceeding having commenced in that other jurisdiction. All costs and fees incurred by Lessor, including reasonable attorneys’ fees, shall be included as part of the damages resulting from a successful action to enforce Lessor’s rights under this Lease, and shall be deemed Additional Rent to the extent not paid in accord with any decision of the Court. All costs and fees incurred by Lessee, including reasonable attorneys’ fees, shall be included as part of the damages resulting from a successful action to enforce Lessee’s rights under this Lease, and shall offset Rent to the extent not paid in accord with any decision of the Court.

30 TIME OF ESSENCE.

Time is of the essence in each and every provision of this Lease.

31 REPRESENTATIONS, WARRANTIES, AND COVENANTS OF LESSOR.

Lessor represents, warrants, and covenants that:

(A) Lessor is the owner of the Land in fee simple absolute, free and clear of all encumbrances except Permitted Encumbrances (as defined in Section 40 below).

(B) Lessor has provided Lessee a copy of that certain Pre-Development Site Assessment dated January 2015 prepared by LaBella Associates, DPC (“Pre-Development Site Assessment”). Lessee acknowledges receipt of this report, and Lessor represents and warrants that this is in the same form and with the same content as received by the Lessor. Lessee agrees that Lessee is leasing the Premises “as is,” and is in no way relying upon any statements by Lessor as to the physical condition of the Land. Lessee is wholly relying upon its own investigation, due diligence, analysis, and assessment as to the decision to lease the Premises, and its appropriateness for Lessee’s use, including, but not limited to, any and all environmental conditions which may exist on the Land, all of which the risk is being assumed by the Lessee as an absolute precondition to executing this Lease.

(C) There is no action, suit, proceeding, or investigation pending or known to be threatened against Lessor that challenges or questions the legality or validity of this Lease or any transactions contemplated hereby.

(D) Lessor has full right, power and lawful authority to execute, deliver and perform Lessor’s obligations under this Lease for the Lease Term, in the manner and upon the conditions and provisions herein contained and to grant the estate herein demised, with no other person needing to join in the execution hereof in order for this Lease to be binding on all parties having an interest in the Premises: the execution and delivery of this Lease by Lessor and the due consummation of the transactions contemplated hereby constitute a valid and binding agreement of Lessor; neither the execution and delivery of this Lease nor the consummation by Lessor of the transactions contemplated hereby will constitute any known violation of any applicable provisions of Laws, result in the breach of, or the imposition of any lien on, or constitute a default under, any indenture or bank loan or credit agreement, license, permit, trust, custodianship or other restriction, which violations, breach, imposition of lien of default would affect the validity of this Lease.

(E) Lessor shall have obtained all of the applicable permits, licenses and approvals necessary to construct and operate Lessor’s Detention Ponds for the benefit of the Land, and to manage the stormwater likely to runoff the Land, and the remaining land of Lessor, at full buildout in compliance with the ordinance of the Town of Greece (the “Town”) requiring that the peak stormwater runoff from the Land and the remaining land of Lessor decrease by thirty percent (30%) of the calculated pre-construction conditions (“Required 30% Reduction”). Lessor shall install and maintain Lessor’s Detention Ponds and associated ditches at their capacity as of the Effective Date in accordance with such permits, licenses and approvals, and hereby permits, licenses and approves the discharge of any and all stormwater from 29 acres of impervious surface of the Land to Lessor’s Detention Ponds. In the event that (i) Lessee discharges stormwater from the Land to Lessor’s Detention Ponds from more than 29 acres of impervious surface and

(ii) the stormwater discharges from the remaining land of Lessor, at full buildout, are such that Lessor’s Detention Ponds no longer meet the Required 30% Reduction despite proper maintenance of Lessor’s Detention Ponds and associated ditches by Lessor, Lessee shall at its sole discretion either detain on the Land sufficient stormwater runoff such that, collectively, the stormwater runoff from the Land is less than the runoff from 29 acres of impervious surfaces, or Lessee and Lessor shall proportionately pay for the expansion of the Lessor’s Detention Ponds such that collectively, the Land and the remaining land of Lessor meet the Required 30% Reduction, based upon: (y) the amount of impervious acreage by which Lessee’s impervious surfaces of the Land is greater than 29 acres of impervious surfaces, and (z) the amount of impervious acreage by which Lessor’s remaining land is greater than 24 acres of impervious surfaces.

(F) Lessor shall not construct or permit to be constructed any improvements on any adjacent lands now owned or hereafter acquired by Lessor which would materially obstruct or materially interfere with the Use or materially adversely impact Lessee’s access to the Premises.

(G) To the best of Lessor’s knowledge, the Land is properly zoned for the special permitting by the Town for the Initial Use and the Initial Use is not prohibited under any restrictions affecting the Land and will not conflict with or violate any restrictions applicable to the Land.

(H) There are no leases, easements, and/or tenancies, or other agreements affecting the Land that are not disclosed in the public record.

(I) Lessor shall not allow any encumbrances against the Land other than Permitted Encumbrances. Lessor shall promptly pay all obligations secured by encumbrances against the Land and shall not allow any uncured default to occur under the Security Instruments. In lieu of paying amounts under the Security Agreements, Lessor may provide a surety bond or other adequate security in accordance with applicable Laws and Lessee’s reasonable requirements.

(J) Lessor has not received any notice, nor is it aware of any pending action to take by condemnation all or any portion of the Land.

(K) Lessor has received no notice and is not otherwise aware that either the Land or the Initial Use is, or will be, in violation of any local governmental rule, ordinance, regulation or building code, nor has Lessor received notice of any pending or threatened investigation regarding a possible violation of any of the foregoing.

(L) There is no litigation or investigations and there are no other Proceedings, pending or known to be threatened against Lessor, relating to the Land.

(M) Lessor shall cooperate in assisting Lessee to obtain the “Approvals” (as defined in Section 39(A)) below, including but not limited to, joining in applications to the Town, DEC, and any other Governmental Authority.

All representations, warranties, and covenants herein made by Lessor shall be in full force and effect as of the Effective Date, and shall survive such date until the expiration or sooner termination of the Lease Term of this Lease.

32 REPRESENTATIONS, WARRANTIES, AND COVENANTS OF LESSEE. LESSEE REPRESENTS, WARRANTS, AND COVENANTS THAT:

(A) Lessee has full right, power and lawful authority to execute, deliver and perform its obligations under this Lease for the Lease Term, in the manner and upon the conditions and provisions herein contained and to hold the estate herein demised, with no other person needing to join in the execution hereof in order for this Lease to be binding on all parties having an interest in the Premises; the execution and delivery of this Lease by Lessee and the due consummation of the transactions contemplated hereby constitute a valid and binding agreement of Lessee; neither the execution and delivery of this Lease nor the consummation by Lessee of the transactions contemplated hereby will constitute a violation of any applicable Laws, result in the breach of or the imposition of any lien on, or constitute a default under, any indenture or bank loan or credit agreement, license, permit, trust, custodianship or other restriction, which violations, breach, imposition of lien of default would affect the validity of this Lease.

(B) There is no litigation or investigation, and there are no other Proceedings, pending or known to be threatened against Lessee relating to the Land that challenges or questions the legality or validity of this Lease or any of the transactions contemplated hereby.

(C) Except for Lessor’s express representations, warranties, and covenants contained in this Lease, Lessee is entering into this Lease on an “as is, where is” basis, wholly in reliance on its own determination, including, but limited to, its own investigation, analysis, and independent determination of the condition of the Land, the appropriateness of the Land for the Initial Use, the legality of the Initial Use, and not in reliance upon any statement, whether oral or written, of Lessor regarding the Land.

(D) All representations, warranties, and covenants herein made by the Lessee shall be in full force and effect as of the Effective Date, and shall survive such date until the expiration or sooner termination of this Lease.

33 ENFORCEMENT.

If either party hereto fails to perform its obligations under this Lease, or if a dispute arises concerning the meaning or interpretation of any provision of this Lease and any action or steps are taken in furtherance thereof including, but not limited to, the commencement of legal Proceedings arising out of, relating to, or based in any way on this Lease, including, without limitation, tort actions and actions for injunctive and declaratory relief, the defaulting party or the non-prevailing party in the dispute, as the case may be, shall pay any and all actual costs and expenses incurred by the prevailing party in enforcing or establishing its rights hereunder, including, without limitation, all court costs, all fees and costs incurred in any appellate process, and all actual attorney’s fees. Notwithstanding any judgment related to this Lease, the fees, costs, and expenses shifting provisions contained in this Section 33 shall be merged into such judgment, and shall survive the same and shall be binding and conclusive on the parties for all time. Post-judgment attorneys’ fees and costs incurred related to the enforcement of such judgment related to this Lease shall be recoverable hereunder in the same or separate actions.

34 INTERPRETATION.

This Lease shall not be construed in favor or against either party, but shall be construed as if all parties prepared this Lease.

35 COUNTERPARTS.

This Agreement may be executed in any number of counterparts with the same force and effect as if all signatures were appended to one document, each of which shall be deemed an original.

36 INVALIDITY.

If any provision of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease shall not be affected thereby and each provision of the Agreement shall be valid and enforceable to the fullest extent permitted by law.

37 CREATION OR MODIFICATIONS OF EASEMENTS.

Lessor covenants and agrees that during the Lease Term, Lessor shall not, under any circumstances create, grant, convey, extend, or terminate any easements, licenses, or rights of way to, for, or on the Premises, nor shall Lessor agree to do the same, without the prior written consent of Lessee, such consent shall not be unreasonably withheld, conditioned, or delayed.

38 INTENTIONALLY OMITTED.

39 LIMITED CONDITIONS PERIOD; CONDITIONS TO LESSEE’S RIGHT TO TERMINATE.

The following conditions are conditions precedent to Lessee’s obligation to fulfill its obligations under this Lease (collectively, the “Conditions”):

(A) Lessee shall obtain in non-appealable form all certificates, permits, licenses, registrations, consents, and other approvals (including, but not limited to, subdivision and site plan approvals, necessary variances and special permits) required by the Town, DEC, or any other Governmental Authority (excluding the SEQR Declaration) to construct, operate, and maintain the Buildings and Lessee’s FF&E on the Land for the Initial Use (collectively, the “Approvals”).

(B) Lessee shall obtain one or more agreements with Eastman Kodak Company and/or LiDestri Foods Company relating to rail service for hauling, staging, loading, and unloading cars of black mass concentrate, chemical reagents (chemical raw materials) and products, upon terms and conditions satisfactory to Lessee in Lessee’s sole discretion.

(C) Lessee shall obtain an agreement with Lessor, or other appropriate parties, as to the form, terms and conditions of Lessee’s Agreements.

(D) Lessee shall obtain a title commitment (the “Title Commitment”) for Lessee’s leasehold interest in the Land from a title company selected by Lessee (the “Title Company”). The Title Company shall be willing and able to issue a leasehold policy in favor of Lessee, free and clear of all liens and encumbrances. If Lessee gives written notification to Lessor of any defects in title (“Title Objection Letter”), Lessor shall then have the obligation within ten (10) business days after Lessor’s receipt of Lessee’s Title Objection Letter to give written notice to Lessee stating in detail, how Lessor will cure (“Cure Notice”) all encumbrances or liens that can be satisfied with the payment of money (“Monetary Defects”), which Lessor shall satisfy prior to the expiration of the Conditions Period (defined below in this Section 39); and whether Lessor will cure any nonmonetary defects (the “Nonmonetary Defects”). Failure of Lessor to respond within the ten (10) business day period shall be deemed to be Lessor’s election not to cure any Nonmonetary Defects. Lessor shall in all instances be absolutely obligated to cure all Monetary

Defects. Lessor shall not be obligated to eliminate Nonmonetary Defects. If Lessor is unable or unwilling to eliminate all Nonmonetary Defects on or before the expiration of the Conditions Period, then Lessee may elect to (i) terminate this Lease and, thereafter, neither Lessee nor Lessor shall have any further rights or obligations under this Lease except for Lessee’s obligation to pay Rent and Additional Rent to and including the date of termination, and for those that expressly survive termination; or (ii) to accept title subject to such Nonmonetary Defects and receive no credit or offset against rent due under the Lease.

If the Conditions are not satisfied in Lessee’s reasonable discretion by the end of the twelfth (12th) month from the Effective Date (or as may be extended by the Conditions Extension (defined below) (the “Conditions Period”), Lessee may elect to: (i) terminate this Lease by giving written notice to Lessor in which case neither party shall have any further rights or obligations in connection with this Lease other than those expressly stated to survive termination or expiration of this Lease; or (ii) extend the Conditions Period for an additional six (6) month period by giving written notice to Lessor of Lessee’s election to extend (“Conditions Extension Period”). During the Conditions Extension Period, however, Lessee reserves Lessee’s right to terminate this Lease pursuant to the terms of this Section 39 if the Conditions are not satisfied by the expiration of the Conditions Extension Period.

40 INTENTIONALLY OMITTED.

41 NO BROKER.

Lessee and Lessor represent and warrant to each other that neither party has had any contact or dealings regarding the Land, or any communication in connection with the subject matter of this transaction, through any licensed real estate broker or other person who can claim a right to a commission or finder’s fee as a procuring cause of the transaction contemplated herein. Lessor and Lessee each agrees to indemnify the other and hold it harmless from all liabilities arising from claims from any brokers or finders, claiming to have dealt with Lessee or Lessor, as the case may be (which indemnification shall include, without limitation, reasonable attorney’s fees and costs). The foregoing indemnification shall survive the termination of this Lease.

42 HAZARDOUS MATERIALS.

(A) As used in this Lease the following terms shall have the following meanings:

(i) “Hazardous Material” means (1) any “hazardous material”, “hazardous waste”, “extremely hazardous waste”, “hazardous substance”, “extremely hazardous substance”, “emerging contaminant”, or “toxic substance” as those or similar terms are defined under any Environmental Laws (as defined below); (2) any asbestos or asbestos-containing materials, whether in a friable or non-friable condition; (3) any polychlorinated biphenyls (“PCBs”) or PCB- containing materials; (4) radon gas; (5) any other hazardous, radioactive, toxic, reactive, flammable or explosive material, substance, pollutant, or contaminant that is or becomes regulated by any Governmental Authority; and (6) any petroleum, petroleum hydrocarbon constituents, petroleum products or crude oil, and any by-products, fractions, wastes or derivatives thereof.

(ii) “Environmental Laws” means any and all Laws, or permits, licenses or approvals, of any Governmental Authority pertaining to health, safety or the environment now or hereafter in effect in any and all jurisdictions in which the Land is located, and any judicial or administrative order, consent decree or judgment relating to the environment or exposure, including, without limitation, the

Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (“CERCLA”), the Superfund Amendments and Reauthorization Act of 1986, as amended, the Resource Conservation and Recovery Act of 1976, as amended, the Clean Air Act, as amended, the Federal Water Pollution Control Act, as amended, The Oil Pollution Act of 1990, as amended, the Safe Drinking Water Act, as amended, the Hazardous Materials Transportation Act, as amended, the Toxic Substances Control Act, as amended, and other similar environmental conservation or protection laws (including, but not limited to, any judicial or administrative interpretation thereof).

(iii) “Release” shall have the same meaning as is ascribed to it in CERCLA.

(iv) “Remedial Work” means any tests, investigation, assessment, or monitoring of the Land’s environmental conditions, or any cleanup, containment, restoration, removal, remediation or other remedial activities performed with respect to Hazardous Material in, on, at, under, beneath or emanating from the Land.

(B) Lessee shall promptly notify Lessor (and all Governmental Authority, when required) of: (i) any enforcement, Remedial Work or other regulatory action taken or threatened by any Governmental Authority with respect to the presence of any Hazardous Material on the Land or the migration thereof from or to other real property; (ii) any demands or claims made or threatened by any third party relating to any loss, damage or injury resulting from any Hazardous Material; (iii) any Release, discharge or non- routine, improper or unlawful disposal, transportation or other management of any Hazardous Material on or from the Land; and (iv) any matters where Lessee is required under Environmental Law to give a notice to any Governmental Authority respecting any Hazardous Materials on the Land. Lessor shall have the right (but not the obligation) to join and participate, as a party, in any Proceedings affecting the Land initiated in connection with any Environmental Laws. Lessee shall have the absolute right, throughout the Lease Term, to conduct any and all environmental tests, monitoring, investigations and assessments of the Land that Lessee deems necessary or reasonable, including without limitation, Phase I and Phase II environmental site assessments conducted in accordance with ASTM testing standards.

(C) Lessee hereby agrees that, after the Term Commencement Date, Lessee shall be liable to third parties, including DEC, for all costs and expenses related to the use, generation, storage, treatment and disposal of Hazardous Material on the Land that results from Hazardous Materials brought onto the Land by or on behalf of Lessee (the “Lessee Hazardous Materials”), and Lessee shall give immediate written notice to Lessor of any violation or potential violation of the provisions of this Subsection (C) and shall, at Lessee’s sole cost, implement any Remedial Work required by DEC to remedy, remove and abate such violation or potential violation. Lessee shall to the fullest extent permitted by Laws indemnify, defend, and hold any Lessor Indemnified Persons harmless from and against any and all claims, demands, penalties, fines, liabilities, settlements, judgments, damages, losses, costs or expenses (including without limitation, reasonable attorneys’ and consultants’ fees, court costs and litigation expenses and any and all sums paid for settlement of claims) of whatever kind or nature, known or unknown, contingent or otherwise (“Claims”) (including, without limitation, a decrease in value of the Land, damages caused by loss or restriction of rentable or usable area of the Land or any damages caused by adverse impact on marketing of the Land), arising during or after the Lease Term and out of or in any way related to: (i) the presence, disposal, Release or threatened Release of any Lessee Hazardous Materials that are on the Land and affecting the soil, water, vegetation, buildings, personal property, persons, animals or otherwise, or other real property located on or around the Land; (ii) any personal injury (including wrongful death) or property damage (to real or personal property) arising out of or related to the Lessee Hazardous Materials or caused

by or attributable to Lessee Parties; (iii) any lawsuit brought or threatened, settlement reached or government order relating to the Lessee Hazardous Materials; (iv) any violation of any Environmental Laws applicable thereto directly resulting from the Lessee Hazardous Materials on the Land; or (v) a breach or violation by Lessee of the covenants contained in this Section. This indemnification includes, without limitation, any and all costs incurred because of the Remedial Work mandated by Governmental Authority. All costs and expenses of the Remedial Work that are the responsibility of Lessee under this Lease shall be paid solely by Lessee including, without limitation, the reasonable charges of such contractor(s) and/or the consulting engineer, and Lessor’s reasonable attorney fees and reasonable costs incurred in connection with monitoring or review of the Remedial Work. In the event Lessee shall fail to timely commence, or cause to be commenced, or fail to diligently prosecute to completion, the Remedial Work, Lessor shall have the right, but not the obligation, to cause the Remedial Work to be performed, and all reasonable costs and reasonable expenses thereof, or incurred in connection therewith, shall be “costs” within the meaning above. All such reasonable costs shall be immediately due and payable upon demand therefor by Lessor. Failure by Lessee to commence the Remedial Work shall be deemed a Default under this Lease.

(D) Lessor hereby agrees that Lessor shall be liable to third parties, including DEC, for all costs and expenses related to the past use, generation, storage, treatment and disposal of Hazardous Material on the Land or in improvements, buildings, construction, appurtenances, or any other development on the Land that resulted from Hazardous Materials brought onto the Land by or on behalf of someone other than Lessee, except to the extent that the Lessee Parties disturb, excavate or otherwise manage such Hazardous Materials (the “Lessor Hazardous Materials”), and Lessor shall give immediate written notice to Lessee of any assertion by DEC that further cleanup, containment, restoration, removal, remediation or other remedial activities are required to be performed with respect to the Lessor Hazardous Materials and shall, at Lessor’s sole cost, implement any Remedial Work required by DEC to remedy, remove and abate the Lessor Hazardous Materials (the “Lessor Remedial Work”). Lessor shall to the fullest extent permitted by Laws, indemnify, defend, and hold the Lessee Parties harmless from and against any and all Claims (including, without limitation, a decrease in value of the leasehold interest or of the Buildings or Lessee’s FF&E caused by loss or restriction of usable space) arising out of or in any way related to: (i) the presence, disposal, Release or threatened Release of any Lessor Hazardous Materials that are on the Land, including any underground storage tanks present within, upon or beneath the Land as of the Effective Date not disclosed in the Pre-Development Site Assessment, and affecting the soil, water, vegetation, buildings, personal property, persons, animals or otherwise, or other real property located on or around the Land, including any Lessor Remedial Work; (ii) any personal injury (including wrongful death) or property damage (to real or personal property) arising out of or related to the Lessor Hazardous Materials or caused by or attributable to Lessor Indemnified Persons; (iii) any lawsuit brought or threatened, settlement reached or government order relating to the Lessor Hazardous Materials; (iv) any violation of any Environmental Laws applicable thereto directly resulting from the Lessor Hazardous Materials on the Land; or (v) a breach or violation by Lessor of the covenants contained in this Section. All costs and expenses of the Lessor Remedial Work that are the responsibility of Lessor under this Section shall be paid solely by Lessor including, without limitation, the reasonable charges of such contractor(s) and/or the consulting engineer, and Lessee’s reasonable attorney fees (including the costs of in-house counsel) and reasonable costs incurred in connection with monitoring or review of the Lessor Remedial Work. In the event Lessor shall fail to timely commence, or cause to be commenced, or fail to diligently prosecute to completion, the Lessor Remedial Work, Lessee shall have the right, but not the obligation, after written notice to Lessor followed by a ten (10) day cure period in favor of Lessor, to cause the Lessor Remedial Work to be performed, and all reasonable costs and reasonable expenses thereof, or incurred in connection therewith shall be “costs” that

Lessee may deduct from Rent due until paid in full. All such reasonable costs shall be immediately due and payable upon demand therefor by Lessee unless subject to a good faith dispute being diligently pursued. For clarity’s sake, Lessor shall not be required to perform any Remedial Work that might otherwise be deemed the Lessor Remedial Work to the extent such condition of the Land is contained and disclosed in the Pre-Development Site Assessment referenced above, and DEC has not yet asserted that that further cleanup, containment, restoration, removal, remediation or other remedial activities are required to be performed with respect to the Lessor Hazardous Materials.

(E) The provisions of this Section, including all remedies of Lessor and Lessee hereunder (as well as the provisions of Section entitled “Enforcement” in this Lease), shall survive the expiration of the Lease Term or termination of this Lease. In the event any provision of this Lease is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Lease will nonetheless remain in full force and effect.

43 JOINT AND SEVERAL LIABILITY.

If more than one person or entity executes this Lease as Lessor or Lessee: (a) each of them is and shall be jointly and severally liable for the covenants, conditions, provisions and agreements of this Lease to be kept, observed and performed by Lessor or Lessee, as the case may be; and (b) the act or signature of, or notice from or to, any one or more of them with respect to this Lease shall be binding upon each and all of the persons and entities executing this Lease as Lessor or Lessee with the same force and effect as if each and all of them had so acted or signed, or given or received such notice.

44 LESSOR ACCESS TO PREMISES.

(A) Lessor may not enter the Land or the Buildings, at any time, without advance written notice to and consent of Lessee, which consent shall not be unreasonably withheld, conditioned or delayed, but which shall be subject to the conditions stated in this Section 44. During the last one hundred and twenty (120) days of either the Original Term (if a Renewal Term has not yet been exercised) or any Renewal Term, Lessor may show the Land and the Buildings to prospective tenants upon prior written notice to and consent of Lessee, which shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, Lessor acknowledges that due to the nature of the Use, it may be necessary for Lessee to limit access by Lessor and Lessor’s agents to certain restricted areas within the Land and Buildings, and in Lessee’s sole discretion, any permitted access may include the requirement that any representative of Lessor or any of Lessor’s agents be accompanied by a representative of Lessee.

(B) Neither Lessor nor its representatives shall discuss or disclose the purpose of its access with nor make any inquiries of employees of Lessee, other than the Lessee’s designated representative, Lessee’s officers, or Lessee’s counsel. Lessor agrees in each instance to indemnify and hold Lessee harmless from any and all injuries to persons or property while on the Premises or in the Buildings caused in whole or in part by the acts or omission of Lessor, its authorized representatives, or its prospective tenant. Lessee agrees, in each instance, to indemnify and hold Lessor harmless from any and all Claims of injuries to persons or damage to property while on the Land or in the Buildings caused in whole or in part by the acts or omissions of Lessee or its agents, representatives, or prospective tenant.

45 PATRIOT ACT

(A) For purposes of this Section 45: (a) the term “Lessor Related Entity” shall mean any corporation, limited liability company, partnership, limited partnership, joint venture, joint stock association, business trust and other form of entity in which Lessor has a controlling interest; (b) the term “Lessee Related Entity” shall mean any corporation, limited liability company, partnership, limited partnership, joint venture, joint stock association, business trust and other form of entity in which Lessee has a controlling interest; and (c) the term “controlling” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Related Entity, whether through the ownership of voting securities or otherwise by any entity or person.

(B) Lessor (which for this purpose includes the officers, directors, partners, members, principal stockholders of Lessor) represents, warrants, and covenants to the Lessee that Lessor or any Lessor Related Entity: (i) have not been designated as a “specifically designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, or at any replacement website or other replacement official publication of such list; (ii) are currently in compliance with and will at all times during the term of this Lease (including any extension thereof) remain in compliance with the regulations of the Office of Foreign Asset Control of the Department of the Treasury and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto; (iii) have not used and will not use funds from illegal activities for any payment made under this Lease; and (iv) have not used and will not use any payment made under this Lease for illegal activities. The foregoing representation shall not apply with respect to the beneficiaries of any pension plan participating in Lessor.

(C) Lessee (which for this purpose includes the officers, directors, partners, members, principal stockholders of Lessee) represents, warrants, and covenants to the Lessor that Lessee or any Lessee Related Entity: (i) have not been designated as a “specifically designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, or at any replacement website or other replacement official publication of such list; (ii) are currently in compliance with and will at all times during the term of this Lease (including any extension thereof) remain in compliance with the regulations of the Office of Foreign Asset Control of the Department of the Treasury and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto; (iii) have not used and will not use funds from illegal activities for any payment made under this Lease; and (iv) have not used and will not use any payment made under this Lease for illegal activities.

46 UNDERTAKING

Lessor and Lessee acknowledge that each party’s performance under this Lease may require the other party’s assistance and cooperation. Each party therefore agrees, in addition to those provisions in this Lease specifically requiring one party to assist the other, that it will at all times during the Lease Term reasonably, promptly and diligently cooperate with the other party, as required in its reasonable discretion, and provide all reasonable assistance to the other party to help the other party perform its obligations hereunder. From time to time and at any time at and after the Effective Date, each party shall execute, acknowledge and deliver such easements, agreements, documents, and assurances, reasonably requested by the other and shall take any other action consistent with the terms of this Lease that may be reasonably requested by the other for the purpose of effecting or confirming any of the transactions contemplated by this Lease. Neither party shall unreasonably withhold, condition or delay its compliance with any reasonable request made pursuant to this Section 46.

47 GUARANTY. Contemporaneously with Lessee’s execution of this Lease, Li-Cycle Holdings Corp. shall execute and deliver to Lessor a guaranty of Lessee’s performance of all terms, covenants, conditions and provisions of this Lease on Lessee’s part to be performed, which guaranty shall be in the form attached to this Lease as Exhibit F attached hereto and made a part hereof.

**BALANCE OF PAGE INTENTIONALLY LEFT BLANK**

**SIGNATURE PAGE TO FOLLOW**

IN WITNESS WHEREOF, Lessor and Lessee have signed this Lease as of the day and year first above written.

LESSOR:


RIDGEWAY PROPERTIES I, LLC

By:		/s/ Eo Brillante
Name: Eo Brillante
Title: President

LESSEE:


LI-CYCLE NORTH AMERICA HUB, INC.

By:		/s/ Christopher J. Biederman
Name: Christopher J. Biederman
Title: CTO

EXHIBIT A

PRELIMINARY MAP OF PREMISES

LOGO

EXHIBIT A-1

PRELIMINARY LEGAL DESCRIPTION

[TO BE INSERTED BY AMENDMENT UPON RECEIPT OF THE SUBDIVISION PLAN]

EXHIBIT A-2

LESSEE’S AGREEMENTS

1.	Easement for use of McLaughlin Road for ingress and egress, including the right to extend, improve, and maintain the roadway

2.	Easement for pedestrian access (sidewalk) over east side of B502 parcel for access to Land

3.	Easement for connection to Monroe County Pure Waters sanitary sewer (and potentially Monroe County Water Authority’s water line) along the road to the south of the Land’s south boundary

4.	Easement to connect to RED Rochester utilities in the pipe racks running along Kodak Park Road off the west side of the Warehouse Parcel and the Land

5.	Easement for emergency access by Fire/Police/EMS to and from Kodak Park Road to the west and south of the Hub parcel should the main gate from McLaughlin Road become blocked during an emergency

6.	Easement through or under RED Rochester’s pipe racks for an access road connecting the Land to Kodak Park Road

7.	Easement over B502 parcel for use of Kodak Park Road for truck and light vehicle traffic between the Land and the Warehouse Parcel

8.	Agreement with Lessor providing for Lessor to make improvements to McLaughlin Road to facilitate right and left turns onto Ridgeway Avenue, including obtaining necessary governmental approvals

9.	Agreement with the Eastman Kodak Company and/or LiDestri Food Company for necessary and sufficient rail service, including for hauling, staging, loading, and unloading cars of black mass concentrate, chemical reagents (chemical raw materials), and products.

10.	Easement for stormwater drainage from the Land onto Lessor’s adjoining land into Lessor’s Detention Ponds, including an agreement by Lessor to maintain all stormwater ponds, ditches and conveyances at their current capacity.

11.	Easement for the construction, operation, and use of a truck loop and security building (guard shack) located off of McLaughlin Road, across from B502 parcel, as more specifically located in the sketch below:

LOGO

EXHIBIT B

COMMENCEMENT AND TERMINATION AGREEMENT

This Commencement and Termination Agreement (this “Agreement”) is entered into between Ridgeway Properties I, LLC (“Lessor”), and Li-Cycle North America Hub, Inc. (“Lessee”), to be effective as of the latest date set forth beneath the signature blocks below (the “Effective Date”).

RECITALS

WHEREAS, Lessor and Lessee entered into a Lease dated as of August 3, 2021, for certain real property (the “Premises”) located at 205 McLaughlin Road in the Town of Greece, County of Monroe, State of New York (the “Lease”); and

WHEREAS, it is the desire and intent of Lessor and Lessee to clearly define the terms of said Lease.

NOW, THEREFORE, it is agreed by and between Lessor and Lessee that:

1.	The Term Commencement Date of the Lease is ____________.

2.	The Original Term of the Lease commenced on ____________, and shall terminate at 11:59 p.m. on ____________.

3.	The Lease provides for five (5) Renewal Terms of five (5) years and one (1) subsequent Renewal Term of four (4) years.

4.	Lessee has the right to exercise each option by providing Lessor with written notice of Lessee’s election to renew no later than one hundred eighty (180) days prior to the expiration of the Original Term or prior Renewal Term, as applicable.

5.	Lessee has the option to purchase the Premises by providing written notice of Lessee’s election to exercise the option to purchase no later than sixty (60) days prior to the expiration of the Original Term or prior Renewal Term, as applicable.

6.	The Lease is now in full force and effect and all terms and conditions of the Lease are hereby ratified and confirmed.

Lessor and Lessee agree that this Agreement will not be recorded in any public records including the real estate records of the county where the Premises are located.

[Remainder of page intentionally left blank.]

[Signature page to follow]

IN WITNESS WHEREOF, Lessor and Lessee have executed this Agreement as of the dates set forth below to be effective as of the latest date set forth beneath the signature blocks below (previously defined herein as the “Effective Date”).

LESSOR:


RIDGEWAY PROPERTIES I, LLC



By:

Name:

Title:

Date:

LESSEE:


LI-CYCLE NORTH AMERICA HUB, INC.



By:

Name:

Title:

Date:

EXHIBIT C

NON-DISTURBANCE AGREEMENT

THIS NON-DISTURBANCE AGREEMENT is made and entered into as of the __ day of, __ 2021 by and among RIDGEWAY PROPERTIES I, LLC, 1020 Lee Road, Rochester, New York 14606 (“Lessor”), LI-CYCLE NORTH AMERICA HUB, INC., with offices at 2351 Royal Windsor Drive, Unit 10, Mississauga, Ontario L5J 4S7, Canada (“Lessee”) and ____________, a ____________, having a principal place of business at ____________(“Mortgagee”).

RECITALS

A. Lessor and Lessee have entered into a Lease dated as of the __ day of __, 2021 (the “Lease”) demising unto Lessee certain premises consisting of approximately 141.06±] acres and located at 205 McLaughlin Blvd., Town of Greece, Monroe County, New York (the “Premises”) and more fully described in the legal description attached hereto as Exhibit A and made a part hereof.

B. Lessor has obtained a loan from Mortgagee and has executed a Mortgage Agreement recorded the __ day of ____________ in Liber _________ of Mortgages, page __ in the Monroe County Clerk’s Office (the “Mortgage”). The Mortgage encumbers the Premises.

C. Mortgagee is the sole and exclusive beneficiary of the Mortgage and the holder and owner of the Mortgage and the note secured thereby.

D. As a condition precedent to the effectiveness of the Lease, Lessee has required that Lessor deliver this Agreement to Lessee, fully executed and in proper recordable form, to ensure that Lessee’s possession of the Premises shall remain undisturbed by Lessor or Mortgagee so long as Lessee is not in default under the Lease, beyond applicable notice and grace periods, which default would give Lessor the right to terminate the Lease.

E. All capitalized terms used in this Agreement and not otherwise defined herein shall have the same meaning ascribed to them in the Lease.

NOW, THEREFORE, in consideration of the foregoing recitals, which are hereby made a part of this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and the mutual benefits to accrue to the parties hereunder, it is hereby declared, understood and agreed as follows:

1. The lien or charge of the Mortgage is hereby made subject and subordinate to the Lease and Lessee’s leasehold interest in the Premises. Lessee represents and warrants that the Lease is in full force and effect. Mortgagee acknowledges that it has received a copy of the Lease and hereby consents to all of the terms, covenants, and conditions set forth therein. Lessee shall not be liable for any of Lessor’s obligations under the Mortgage.

2. In the event any foreclosure or other suit, sale or proceeding is brought under the Mortgage or in the event of a deed in lieu of foreclosure or other transfer of the Premises or any part thereof under the Mortgage, then and in any such event, Mortgagee hereby covenants that:

(a) Lessee’s possession of the Premises and its rights under the Lease shall not be disturbed and Lessee’s right and privileges under the Lease shall not be diminished by Mortgagee (or any of Mortgagee’s successors or assigns), or any purchaser at foreclosure pursuant to a sale or deed in lieu of foreclosure or otherwise, by reason of such party’s exercise of its rights under the Mortgage.

(b) From and after the date Mortgagee takes title to the Premises and continuing only so long as Mortgagee continues to hold title to the Premises, Mortgagee shall be bound to Lessee under all terms, covenants and conditions of the Lease.

(c) Lessee shall not be made a party to any foreclosure or other suit, sale or proceeding under the Mortgage and the same shall not affect any of Lessee’s rights under the Lease.

3. The lien of the Mortgage does not encumber any trade furnishings, fixtures, or equipment used by Lessee in its business on the Premises.

4. From and after the date Mortgagee takes title to the Premises and for so long as Mortgagee continues to hold title to the Premises: (a) Lessee shall be bound to Mortgagee under all the terms, covenants and conditions of the Lease, (b) Lessee shall attorn to Mortgagee, any receiver appointed in any foreclosure proceeding, the purchaser and/or grantee, as the case may be, and recognize such Mortgagee, receiver, purchaser and/or grantee as the Lessor under the Lease, said attornment to be effective and self-operative (without the execution of any other instrument on the part of any party hereto) immediately upon such Mortgagee’s purchaser’s and/or grantee’s succeeding to the interests of Lessor under the Lease and notifying Lessee in writing of such succession, and (c) notwithstanding any rule of law or statute to the contrary, the Lease shall continue, in accordance with its terms, between Lessee, as tenant hereunder, and Mortgagee, and/or such purchaser or grantee, as landlord thereunder, subject to the effect, under the provisions of the Lease, of any breach which shall have theretofore occurred. Upon receipt of written notice from Mortgagee that Lessor has defaulted under the Mortgage, Lessee shall pay all sums of rent thereafter becoming due under the Lease to Mortgagee. Lessor agrees that Lessee shall have no obligation to determine whether such notice is valid, and until notified to the contrary by Mortgagee, Lessor shall not be entitled to collect rent from Lessee, who shall continue to pay such amounts to Mortgagee as the same becomes due.

5. From and after the date Mortgagee takes title to the Premises, Mortgagee (or any Mortgagee’s successors or assigns) shall be bound to Lessee under all the terms, covenants and conditions of the Lease, and Lessee shall, from and after, have the same remedies against Mortgagee (or any Mortgagee’s successors or assigns) for breach of the Lease that Lessee might have had under the Lease against Lessor if Mortgagee (or any Mortgagee’s successors or assigns) had not succeeded to the interest of Lessor; provided, however, that Mortgagee shall not be:

(a) liable for any act or omission of any prior landlord (including Lessor); or

(b) bound by any rent or additional rent which Lessee might have paid for more than the current month to any prior landlord (including Lessor); or

6. Lessee agrees to give Mortgagee written notice of: (a) any casualty damage to the Premises; and (b) any default by Lessor under the Lease. Lessee agrees that, prior to the Lessee’s exercise of any rights or remedies (including termination) under the Lease, Mortgagee shall have the right, but not the obligation, to cure any such default by the Lessor if Lessor fails to cure within the appropriate time under

the Lease. In the event Mortgagee elects to cure such default by Lessor, Mortgagee shall be afforded such time period (not to exceed sixty (60) days) as is reasonably necessary, under the circumstances, for Mortgagee to cure such default. Notwithstanding anything in this Agreement to the contrary, all condemnation awards and insurance proceeds paid or payable with respect to the Premises, and received or receivable by Mortgagee shall be paid, applied and disbursed in accordance with the terms of the Lease.

7. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Agreement and all the covenants herein contained are intended to run with the land and be binding upon the Premises.

8. This Agreement may not be modified orally or in any other manner than by an agreement in writing signed by the parties hereto or their respective successors in interest or assigns. This Agreement and any modifications thereto shall be recorded in the land records in the County in which the Premises are located.

9. The laws of the State in which the Premises are located shall govern the provisions of this Agreement.

10. If either party hereto fails to perform its obligations under this Agreement, or if a dispute arises concerning the meaning or interpretation of any provision of this Agreement and any action or steps are taken in furtherance thereof including, but not limited to, the commencement of legal proceedings, lawsuits, arbitration, or other proceedings arising out of, relating to, or based in any way on this Agreement, including without limitation, tort actions and actions for injunctive and declaratory relief, the defaulting party or the non-prevailing party in the dispute, as the case may be, shall pay any and all actual costs and expenses incurred by the prevailing party in enforcing or establishing its rights hereunder, including, without limitation, all court costs, all fees and costs incurred in any appellate process, and all actual attorney’s fees and in-house counsel costs.

11. One (1) or more waivers of any covenant or condition by Lessee shall not be construed as a waiver of a subsequent breach of the same covenant or condition. No breach of a covenant or condition of this Lease shall be deemed to have been waived by Lessee unless such waiver is in writing, signed by Lessee.

12. Notices under this Agreement shall be sent by a national overnight courier with a tracking system and addressed to the parties hereto at the respective addresses set out opposite their names below or at such other address as they have theretofore specified by written notice delivered in accordance herewith:

(a) if to Lessor:

RIDGEWAY PROPERTIES I, LLC

c/o Conductor Property Management

1010 Lee Road

Rochester, New York 14606

United States

Attn: Ed Brillante

(b) if to Mortgagee:

__________________

LI-CYCLE NORTH AMERICA HUB, INC.

2351 Royal Windsor Drive, Unit 10

Mississauga, Ontario L5J 4S7

Canada

Attention: General Counsel

The parties shall be responsible for notifying each other of any change of address.

13. Lessor represents and warrants that, except as disclosed and excepted by Lessee prior to the Effective Date, or recorded following the Effective Date with the prior consent of Lessee, if required by the Lease, there are no intervening liens, interests, or obligations of any kind or nature arising after the Effective Date and before the date of the Mortgage.

[Remainder of page intentionally left blank.]

[Signature page to follow]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.

LESSOR:


RIDGEWAY PROPERTIES I, LLC



By:

Name:

Title:

LESSEE:


LI-CYCLE NORTH AMERICA HUB, INC.



By:

Name:

Title:

MORTGAGE



By:

Name:

Title:

EXHIBIT D

ESTOPPEL CERTIFICATE



Lease Dated:

Lessor:

Lessee:

Lender:



Premises Address:

As the present [Lessor or Lessee] under the Lease, the undersigned certifies to the [Lessor or Lessee] and Lender, to the best of [Lessor or Lessee]’s actual knowledge as of the date hereof as follows:

1. The documents attached as Exhibit A to this Estoppel Certificate (collectively, the “Lease”) are true, correct and complete copies of the Lease and of all amendments, modifications and supplements thereto, and collectively constitute the entire agreement between Lessee and Lessor in connection with the premises described in the Lease (the “Premises”). The Lease is in full force and effect.

2. The initial term of the Lease commenced on ____________ and expired on ____________. The current term of the Lease commenced on ____________ and expires on ____________. Lessee has the right to renew the Lease for (___) remaining renewal terms of ____________years each.

3. Lessee is in full and complete possession of the Premises, such possession having been delivered by Lessor under the Lease and accepted by Lessee as complying with the terms and conditions of the Lease. All alterations, improvements and work to be performed by Lessor, if any, have been completed in accordance with the terms of the Lease.

4. [If from Lessee] To the best of Lessee’s actual knowledge, there are no defaults existing under the Lease on the part of the Lessee. To the best of Lessee’s actual knowledge: (i) there are no defaults under the Lease on the part of the Lessor and (ii) there currently exists no circumstances that, with the passage of time, or the giving of notice, would give rise to a default under the Lease by Lessor if left uncorrected.

[If from Lessor] To the best of Lessor’s actual knowledge, there are no defaults existing under the Lease on the part of the Lessor. To the best of Lessor’s actual knowledge: (i) there are no defaults under the Lease on the part of the Lessee and (ii) there currently exists no circumstances that, with the passage of time, or the giving of notice, would give rise to a default under the Lease by Lessee if left uncorrected.

5. The amount of the current base monthly rent due and payable by Lessee is ____________ Dollars ($____________). The date on which rental payments commenced under the Lease was ____________ Rental payments are paid through ____________. No rental payments have been made more than thirty (30) days in advance. There is a security deposit of ____________ Dollars ($____________) held by Lessor.

6. [Lessor or Lessee] acknowledges that [Lessor or Lessee] and Lender and their respective successors and assigns will rely on this Estoppel Certificate. This Estoppel Certificate is specifically made and given only to [Lessor or Lessee] and Lender and their respective successor and/or assigns and to no other persons or entities.

7. The person executing this Estoppel Certificate on behalf of [Lessor or Lessee] is duly authorized by [Lessor or Lessee] to do so and executed this Estoppel Certificate in the capacity so indicated below and without the implication of personal liability.

8. Anything to the contrary herein or otherwise to the contrary notwithstanding, nothing contained herein shall act to waiver, amend, or modify any of [Lessor or Lessee]’s rights under the Lease or otherwise.

Executed and delivered as of the ____________ day of ____________, 2021.

[Lessor or Lessee]:

ADD STATE APPROPRIATE ACKNOWLEDGEMENTS

EXHIBIT E

MEMORANDUM OF LEASE

BETWEEN

RIDGEWAY PROPERTIES I, LLC,

as LESSOR,

and

LI-CYCLE NORTH AMERICA HUB, INC.,

as LESSEE

RECORD AND RETURN TO:


COUNTY:

SECTION:

BLOCK:

LOT:

MEMORANDUM OF LEASE

On the 3rd day of August, 2021, a Lease was entered into by and between RIDGEWAY PROPERTIES I, LLC, as “Lessor”, and LI-CYCLE NORTH AMERICA HUB, INC., as “Lessee” (the “Lease”). This Memorandum of the Lease is presented for recording.

1. The name of the present Lessor is RIDGEWAY PROPERTIES I, LLC, a New York limited liability company of having an address of 1010 Lee Road, Rochester, New York 14606. The name of the present Lessee is LI-CYCLE NORTH AMERICA HUB, INC., a Delaware corporation, having an address at 2351 Royal Windsor Drive, Unit 10, Mississauga, Ontario L5J 4S7, Canada.

2. A description of the demised premises as set forth in the Lease is annexed hereto as Exhibit A (the “Premises”).

3. The Effective Date of the Lease is August 3, 2021.

4. The Original Term (as defined in the Lease) is twenty (20) years and expires on the date that is this the last day of the twentieth (20th) Lease Year (as defined in the Lease), with five (5) five (5) year Renewal Terms (as defined in the Lease) and one (1) subsequent Renewal Term of four (4) years. The Lease is in full force and effect.

5. The Lessee has the Option to Purchase (as defined in the Lease) the Premises by providing written notice of Lessee’s election to exercise the option to purchase prior to the expiration of the Original Term or Renewal Term, as applicable.

6. The Lessor requires the prior written consent of the Lessee for the creation, granting, conveyance, extension, or termination of any easements, licenses, or rights-of-way to the Premises.

This instrument is merely a Memorandum of the Lease, and is subject to all of the terms, conditions and provisions thereof. In the event of any inconsistency between the terms of the Lease and this instrument, the terms of the Lease shall prevail as between the parties hereto. This Memorandum is binding upon and shall inure to the benefit of the successors and assigns of the parties hereto.

**BALANCE OF PAGE INTENTIONALLY LEFT BLANK**

*** SIGNATURE PAGE TO FOLLOW**

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals this 3rd day of August, 2021.

LESSOR:


RIDGEWAY PROPERTIES I, LLC

By:

Name:

Title:

LESSEE:


LI-CYCLE NORTH AMERICA HUB, INC.

By:
Name:		Christopher J. Biederman
Title:		CTO

EXHIBIT F

FORM OF GUARANTY

GUARANTY

In consideration of, and as an inducement to RIDGEWAY PROPERTIES I, LLC, a New York limited liability company (“Lessor”) to enter into that certain Ground Lease Agreement of even date herewith (the “Lease”) with LI-CYCLE NORTH AMERICA HUB, INC., a Delaware corporation (“Lessee”) for a certain parcel of land consisting of approximately 41.06 acres located at 205 McLaughlin Road, Town of Greece, Monroe County, New York, and in further consideration of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned LI-CYCLE HOLDINGS CORP., an Ontario, Canada business corporation (“Guarantor”), hereby guarantees, absolutely and unconditionally, to Lessor the full and prompt performance of all terms, covenants, conditions and agreements to be performed and observed by Lessee under the Lease and any and all amendments, modifications and other instruments relating thereto, whether now or hereafter existing, and the full and prompt payment of all damages, costs and expenses which shall at any time be recoverable by Lessor from Lessee by virtue of the Lease and any amendments, modifications and other instruments relating thereto (hereinafter called “Liabilities of Lessee”); and Guarantor hereby covenants and agrees to and with Lessor, its successors and assigns, that if a Default (as defined in the Lease) in the payment of Rent (as defined in the Lease), or any other sums or charges payable by Lessee under the Lease, or in the performance by Lessee of any of the terms, covenants, provisions or conditions contained in the Lease, Guarantor will forthwith pay to Lessor, its successors and assigns, the Rent and other sums and charges and will forthwith faithfully perform and fulfill all of such terms, covenants, conditions and provisions of the Lease and will forthwith faithfully pay to Lessor all damages that may arise in consequence of any Default by Lessee.

Guarantor agrees that, with or without notice or demand, Guarantor will reimburse Lessor, to the extent that such reimbursement is not made by Lessee, for all expenses (including reasonable attorneys’ fees and disbursements) incurred by Lessor in connection with any Default by Lessee under the Lease or the default by Guarantor under this Guaranty.

All moneys available to Lessee for application in payment or reduction of the Liabilities of Lessee may be applied by Lessor, in such manner and in such amounts and at such time or times as Lessor may see fit, to the payment or reduction of such of the Liabilities of Lessee as Lessor may elect.

This Guaranty shall be a continuing guaranty, and the liability of the Guarantor hereunder shall in no way be affected, modified or diminished by reason that any security for the Liabilities of Lessee is exchanged, surrendered or released or the Lease or any other obligation of Lessee is changed, altered, renewed, extended, continued, surrendered, compromised, waived or released in whole or in part, or that any default with respect thereto is waived, whether or not notice thereof is given to Guarantor, and it is understood and agreed that Lessor may fail to set off and may release, in whole or in part, any credit on Lessor’s books in favor of Lessee, and may extend further credit in any manner whatsoever to Lessee, and generally deal with Lessee or any such security as Lessor may see fit; and Guarantor shall remain bound under this Guaranty notwithstanding any such exchange, surrender, release, change, alteration, renewal, extension, continuance, comprise, waiver, inaction, extension of further credit or other dealing.

Notwithstanding any provision to the contrary contained herein, Guarantor hereby unconditionally and irrevocably waives (a) any and all rights of subrogation (whether arising under contract, 11 U.S.C. § 509 or otherwise) to the claims, whether existing now or arising hereafter, Lessor may have against Lessee, and (b) any and all rights of reimbursement, contribution or indemnity against Lessee which may have heretofore arisen or may hereafter arise in connection with any guaranty or pledge or grant of any lien or security interest made in connection with the Lease. Guarantor hereby acknowledges that the waiver contained in the preceding sentence (the “Subrogation Waiver”) is given as an inducement to Lessor to enter into the Lease and, in consideration of Lessor’s willingness to enter into the Lease, Guarantor agrees not to amend or modify in any way the Subrogation Waiver without Lessor’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Nothing herein contained is intended or shall be construed to give to Guarantor any rights of subrogation or right to participate in any way in Lessor’s right, title or interest in the Lease, notwithstanding any payments made by Guarantor to or toward any payments due from Guarantor under this Guaranty, all such rights of subrogation and participation being hereby expressly waived and released.

Guarantor hereby expressly waives (a) notice of acceptance of this Guaranty; (b) presentment and demand for payment of any of the Liabilities of Lessee; (c) protest and notice of dishonor or default to Guarantor or to any other party with respect to any of the Liabilities of Lessee; (d) all other notice to which Guarantor might otherwise be entitled; (e) any law requiring Lessor to institute an action against any other party (including, without limitation, Lessee) in order to institute an action or obtain a judgment against Guarantor, as well as any suretyship laws, and (f) any demand for payment under this Guaranty; and Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall not be terminated, affected or impaired by reason of the assertion or the failure to assert by Lessor against Lessee, or Lessee’s successors and assigns, of any of the rights or remedies reserved to Lessor pursuant to provisions of the Lease.

This is an absolute and unconditional guaranty of payment and not of collection and Guarantor further waives any right to require that any action be brought against Lessee or any other person or entity or to require that resort be had to any security or to any balance of any deposit account or credit on the books of Lessor in favor of Lessee or any other person or entity. Successive recoveries may be had hereunder. No invalidity, irregularity or unenforceability of all or any part of the Lease shall affect, impair or be a defense to this Guaranty and this Guaranty shall constitute a primary obligation of Guarantor.

Each reference herein to Lessor shall be deemed to include its successors and assigns, in whose favor the provisions of this Guaranty shall also inure. Each reference herein to Guarantor shall be deemed to include the successors and assigns of Guarantor, all of whom shall be bound by the provisions of this Guaranty.

No delay on the part of Lessor in exercising any rights hereunder or failure to exercise the same shall operate as a waiver of such rights; no notice to or demand on Guarantor shall be deemed to be a waiver of the obligation of Guarantor or of the right of Lessor to take further action without notice or demand as provided herein; nor in any event shall any modification or waiver of the provisions of this Guaranty nor any termination hereof be effective unless in writing signed by Lessor, nor shall any waiver be applicable except in the specific instance for which given.

This Guaranty shall continue to be effective or be reinstated, as the case may be, if any payment of Guarantor on account of the Liabilities of Lessee must be returned by Lessor upon the insolvency, bankruptcy or reorganization of Lessee, Guarantor, or otherwise, as though such payment had not been made.

This Guaranty is, and shall be deemed to be, a contract entered into under and pursuant to the laws of the State of New York and shall be in all respects governed, construed, applied and enforced in accordance with the laws of the State of New York; and no defense given or allowed by the laws of any other state or country shall be interposed in any action or proceeding hereon unless such defense is also given or allowed by the laws of the State of New York. In any action or proceeding arising out of this Guaranty, Guarantor agrees to submit to personal jurisdiction in the State of New York. Guarantor agrees to pay all costs and expenses, including, without limitation, reasonable attorneys’ fees, which are incurred by Lessor in the enforcement of this Guaranty.

This Guaranty may be executed in one or more counterparts, each of which counterparts shall be an original. All of Lessor’s rights and remedies under the Lease or under this Guaranty are intended to be distinct, separate and cumulative and no such right and remedy therein or herein mentioned is intended to be in exclusion of or a waiver of any of the others.

As a further inducement to Lessor to accept the Lease and in consideration thereof Lessor and Guarantor covenant and agree that in any action or proceeding brought on, under or by virtue of this Guaranty, Lessor and the Guarantor shall and do hereby waive trial by jury.

Unless otherwise agreed in writing by Lessor, this Guaranty shall not be affected by any assignment of the Lease by Lessee.

[SIGNATURES ON NEXT PAGE]

IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the 3rd day of August, 2021.

GUARANTOR:

LI-CYCLE HOLDINGS CORP.

Address for Notice:

2351 Royal Windsor Drive, Unit 10

Mississauga, Ontario, Canada L5J 4S7


By:
Name:		Bruce MacInnis
Title:		Chief Financial Officer

GUARANTY

In consideration of, and as an inducement to RIDGEWAY PROPERTIES I, LLC, a New York limited liability company (“Lessor”) to enter into that certain Ground Lease Agreement of even date herewith (the “Lease”) with LI-CYCLE NORTH AMERICA HUB, INC., a Delaware corporation (“Lessee”) for a certain parcel of land consisting of approximately 41.06 acres located at 205 McLaughlin Road, Town of Greece, Monroe County, New York, and in further consideration of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned LI-CYCLE HOLDINGS CORP., an Ontario, Canada business corporation (“Guarantor”), hereby guarantees, absolutely and unconditionally, to Lessor the full and prompt performance of all terms, covenants, conditions and agreements to be performed and observed by Lessee under the Lease and any and all amendments, modifications and other instruments relating thereto, whether now or hereafter existing, and the full and prompt payment of all damages, costs and expenses which shall at any time be recoverable by Lessor from Lessee by virtue of the Lease and any amendments, modifications and other instruments relating thereto (hereinafter called “Liabilities of Lessee”); and Guarantor hereby covenants and agrees to and with Lessor, its successors and assigns, that if a Default (as defined in the Lease) in the payment of Rent (as defined in the Lease), or any other sums or charges payable by Lessee under the Lease, or in the performance by Lessee of any of the terms, covenants, provisions or conditions contained in the Lease, Guarantor will forthwith pay to Lessor, its successors and assigns, the Rent and other sums and charges and will forthwith faithfully perform and fulfill all of such terms, covenants, conditions and provisions of the Lease and will forthwith faithfully pay to Lessor all damages that may arise in consequence of any Default by Lessee.

Notwithstanding any provision to the contrary contained herein, Guarantor hereby unconditionally and irrevocably waives (a) any and all rights of subrogation (whether arising under contract, 11 U.S.C. § 509 or otherwise) to the claims, whether existing now or arising hereafter, Lessor may have against Lessee, and (b) any and all rights of reimbursement, contribution or indemnity against Lessee which may have heretofore arisen or may hereafter arise in connection with any guaranty or pledge or grant of any lien or security interest made in connection with the Lease. Guarantor hereby acknowledges that the waiver contained in the preceding sentence (the “Subrogation Waiver”) is given as an inducement to Lessor to enter into the Lease and, in consideration of Lessor’s willingness to enter into the Lease, Guarantor agrees not to amend or modify in any way the Subrogation Waiver without Lessor’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Nothing herein contained is intended or shall be construed to give to Guarantor any rights of subrogation or right to participate in any way in Lessor’s right, title or interest in the Lease, notwithstanding any payments made by Guarantor to or toward any payments due from Guarantor under this Guaranty, all such rights of subrogation and participation being hereby expressly waived and released.

Unless otherwise agreed in writing by Lessor, this Guaranty shall not be affected by any assignment of the Lease by Lessee.

[SIGNATURES ON NEXT PAGE]

IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the 03 day of August, 2021.

GUARANTOR:

LI-CYCLE HOLDINGS CORP.

Address for Notice:

2351 Royal Windsor Drive, Unit 10

Mississauga, Ontario, Canada L5J 4S7


By:		/s/ Bruce MacInnis
Name:		Bruce MacInnis
Title:		Chief Financial Officer

Exhibit 99.1

No securities regulatory authority has expressed an opinion about any information contained herein and it is an offence to claim otherwise. This prospectus does not constitute a public offering of any securities.

PROSPECTUS


Non-Offering Prospectus		August 10, 2021

LOGO

LI-CYCLE HOLDINGS CORP.

No securities are being offered pursuant to this prospectus.

This non-offering prospectus (the “Canadian Prospectus”) is being filed with the Ontario Securities Commission (“OSC”) to enable Li-Cycle Holdings Corp. (being the amalgamated corporation resulting from the Amalgamation (as defined herein) of Li-Cycle Holdings Corp.(prior to the Amalgamation, “Newco”) and Peridot Ontario (as defined herein) to become a reporting issuer under the Securities Act (Ontario), notwithstanding that no sale of its securities is contemplated herein.

Newco is a corporation incorporated under the laws of the Province of Ontario on February 12, 2021 for the sole purpose of effecting the Business Combination (as defined below). Newco’s head and registered office is located at 2351 Royal Windsor Dr., Unit 10, Mississauga, Ontario, L5J 4S7.

On February 15, 2021, Newco entered into a business combination agreement (the “Business Combination Agreement”) with Li-Cycle Corp. (the “Company”), an Ontario corporation and the parent corporation of Newco, and Peridot Acquisition Corp. (“Peridot”), a Cayman Islands exempted company trading on the New York Stock Exchange (“NYSE”) as a special purpose acquisition corporation. Under the terms of the Business Combination Agreement, the following transactions were completed on or prior to the closing date, which occurred on August 10, 2021:

•

Peridot continued as a corporation existing under the laws of the Province of Ontario (the “Peridot Continuance” and Peridot as so continued, “Peridot Ontario”), and in connection therewith, the outstanding Class A ordinary shares (“Class A Shares”) and Class B ordinary shares (“Class B Shares”) of Peridot and the outstanding warrants to purchase Class A Shares were deemed to be an equivalent number of Class A common shares, Class B common shares and warrants to purchase Class A common shares of Peridot Ontario;

•

following the Peridot Continuance, the outstanding Class B common shares of Peridot Ontario converted into Class A common shares of Peridot Ontario on a one-for-one basis; and

•

pursuant to a statutory plan of arrangement (the “Arrangement”) under Section 182 of the Business Corporations Act (Ontario), among other things, (i) Peridot Ontario and Newco amalgamated (Peridot Ontario and Newco, as so amalgamated, “Amalco”), and in connection therewith, the Newco share held by the Company was exchanged for a common share of Amalco (an “Amalco Share”), the outstanding Class A common shares and warrants to purchase Class A common shares of Peridot Ontario were exchanged for an equivalent number of Amalco Shares and warrants to purchase an equivalent number of Amalco Shares, (ii) the Amalco Share held by the Company was purchased for cancellation by Amalco, (iii) the outstanding Class A preferred shares of the Company converted into and were exchanged for common shares of the Company on a one-for-one basis, and (iv) Amalco acquired all of the issued and outstanding common shares of the Company from the Company’s shareholders in exchange for Amalco Shares having an aggregate equity value of U.S.$975 million (the Arrangement and the other transactions described above are referred to in this Canadian Prospectus as the “Business Combination”); and upon the closing of the Business Combination (the “Closing”), the Company became a wholly-owned subsidiary of Amalco and Amalco was named Li-Cycle Holdings Corp.

Concurrently with the execution of the Business Combination Agreement, Peridot and Newco entered into subscription agreements with certain investors (the “PIPE Investors”), including an affiliate of Peridot’s sponsor, pursuant to which the PIPE Investors agreed to subscribe for and purchase, and Newco agreed to issue and sell to the PIPE Investors, immediately prior to Closing, an aggregate of 31,500,000 Amalco Shares for a purchase price of U.S.$10.00 per share, for aggregate gross proceeds of U.S.$315,000,000 (the “PIPE Financing”).

Amalco issued an aggregate of approximately 163,122,374 Amalco Shares upon the consummation of the Business Combination. Upon completion of the Business Combination, (i) the Company’s former shareholders owned approximately 59.8% of the outstanding Amalco Shares, (ii) Peridot’s former public shareholders owned approximately 16.3% of the outstanding Amalco Shares, (iii) Peridot’s sponsor and its affiliates owned approximately 6.1% of the outstanding Amalco Shares, and (iv) the PIPE Investors (excluding the affiliate of Peridot’s sponsor) owned approximately 17.8% of the outstanding Amalco Shares. In connection with the Peridot Shareholders Meeting (as defined below), Peridot shareholders exercised redemption rights in respect of an aggregate of 3,377,626 Class A Shares and Peridot redeemed those shares for an aggregate redemption price of approximately U.S.$33.8 million from Peridot’s trust account (the “Trust Account”).

The Company is an industry leader in lithium-ion battery resource recovery and the largest lithium-ion battery recycler in North America. Its recycling process is designed to process battery manufacturing scrap and end-of-life batteries to recover raw materials, including lithium carbonate, sulphate cobalt and nickel sulphate, that can be delivered back to the battery production supply chain. Unlike the traditional revenue model for recycling that relies primarily on waste or tipping fees, the Company is focused on generating revenue from sales of the raw materials it produces. The Company currently recovers up to 95% of the raw materials found in lithium-ion batteries and battery scrap, as compared to what we believe to be a 50% traditional industry average. See the section entitled “Information About Li-Cycle” in the U.S. Prospectus and the section entitled “Market and Industry Data” in this Canadian Prospectus.

In connection with the Business Combination, on March 30, 2021, Newco filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4, as amended by amendment no. 1 on May 13, 2021, as further amended by amendment no. 2 on June 7, 2021, as further amended by amendment no. 3 on June 30, 2021, and as further amended by amendment no. 4 on July 6, 2021 (as amended, the “Registration Statement”). The Registration Statement (Registration No. 333-25484) was declared effective by the SEC on July 15, 2021. The Registration Statement contains a proxy statement and prospectus dated July 15, 2021 (as supplemented by the Form 6-K dated July 29, 2021 filed by Newco with the SEC, the “U.S. Prospectus”), a copy of which is attached to and forms part of and is incorporated in this Canadian Prospectus, which constitutes a prospectus of Newco under Section 5 of the U.S. Securities Act of 1933, as amended, with respect to the Amalco Shares issued following the consummation of Business Combination. The U.S. Prospectus also constitutes a proxy statement for Peridot under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, and a notice of meeting with respect to the extraordinary general meeting (the “Peridot Shareholders Meeting”) of Peridot shareholders held on August 5, 2021 to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters. At the Peridot Shareholders Meeting, Peridot shareholders approved the Business Combination.

There is no market in Canada through which the securities of Amalco may be sold and security holders may not be able to resell securities of Amalco owned by them. This may affect the pricing of the securities in the secondary market, the transparency and availability of trading prices, the liquidity of our securities and the extent of issuer regulation. See the section entitled “Risk Factors” in the U.S. Prospectus.

The NYSE has conditionally approved the listing of the common shares of Amalco. Listing is subject to Amalco fulfilling all of the requirements of the NYSE.

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No underwriters or selling agents have been involved in the preparation of this Canadian Prospectus or performed any review or independent due diligence of its contents. No person is authorized by us to provide any information or to make any representation other than those contained in this Canadian Prospectus with respect to us or our securities.

This Canadian Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities. Since no securities are being offered pursuant to this Canadian Prospectus, no proceeds will be raised and all expenses in connection with the preparation and filing of this Canadian Prospectus will be paid by us from our general corporate funds.

This Canadian Prospectus is in three sections. The first section consists of the cover page disclosure that is required to be included herein pursuant to National Instrument 41-101 – General Prospectus Requirements and Form 41-101F1 – Information Required in a Prospectus (together, “NI 41-101”). The second section is a supplement to the U.S. Prospectus, which sets out required disclosure to be included herein pursuant to NI 41-101 and not otherwise included in the U.S. Prospectus. The third section is the U.S. Prospectus.

This Canadian Prospectus does not contain all the information set forth in the Registration Statement and its exhibits. With respect to the statements in this Canadian Prospectus about the contents of any contract, agreement or other document filed as an exhibit to the Registration Statement, we refer you, in each instance, to the copy of such contract, agreement or document filed as an exhibit to the Registration Statement, and each such statement is qualified in all respects by reference to the document to which it refers.

A copy of the Registration Statement and the exhibits that were filed with the Registration Statement may be inspected without charge at the public reference facilities maintained by the SEC in Room 1590, 100 F Street, N.E., Washington, D.C. 20549 and copies of all or any part of the Registration Statement may be obtained from the SEC upon payment of the prescribed fee. Information on the operation of the public reference facilities may be obtained by calling the SEC at 1800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. The address of the site is www.sec.gov.

Following completion of the Business Combination, the board of directors of Amalco (the “Board”) consists of seven directors, of whom five were nominated by the Company (two of the five being the prior Executive Chair and Chief Executive Officer, respectively, of the Company) and two were nominated by Peridot. Certain of the directors and officers of Amalco reside outside of Canada. The persons named below have appointed the following agent for service of process. However, it may not be possible to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.


Name		Name and Address of Agent
Anthony Tse Alan Levande Scott Prochazka		Li-Cycle Holdings Corp., 2351 Royal Windsor Dr., Unit 10, Mississauga, Ontario, L5J 4S7

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TABLE OF CONTENTS



GENERAL MATTERS			6

NON-IFRS MEASURES			6

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			7

MARKET AND INDUSTRY DATA			9

EXCHANGE RATE INFORMATION			10

SUMMARY OF PROSPECTUS			11

CORPORATE STRUCTURE			11

DESCRIPTION OF BUSINESS			12

REGULATORY FRAMEWORK			12

DIVIDEND POLICY			13

MANAGEMENT’S DISCUSSION AND ANALYSIS			13

DESCRIPTION OF AMALCO’S SECURITIES			14

PRIOR SALES			14

OPTIONS TO PURCHASE SECURITIES			15

DIRECTORS AND OFFICERS			15

DIRECTOR COMPENSATION			16

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS			16

CORPORATE GOVERNANCE DISCLOSURE			16

AUDIT COMMITTEE			17

CEASE TRADE ORDERS			17

BANKRUPTCIES			17

PRINCIPAL SECURITYHOLDERS AND SELLING SECURITIYHOLDERS			18

SECURITIES PENALTIES OR SANCTIONS			18

CONFLICTS OF INTEREST			19

PROMOTERS			19

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MATERIAL CONTRACTS			19

LEGAL MATTERS			21

INDEX TO FINANCIAL STATEMENTS, MANAGEMENT’S DISCUSSION & ANALYSIS, AND U.S. PROSPECTUS			F-1

EXHIBIT “A” – BOARD MANDATE			A-1

EXHIBIT “B” – AUDIT COMMITTEE CHARTER			B-1

CERTIFICATE OF LI-CYCLE HOLDINGS CORP.			C-1

CERTIFICATE OF THE PROMOTERS			C-2

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GENERAL MATTERS

Unless otherwise noted or the context otherwise indicates, “Amalco”, “we”, “us” and “our” refers to Li-Cycle Holdings Corp., together, if the context requires, with its consolidated subsidiaries, including the Company, upon completion of the Business Combination. The “Company” refers to Li-Cycle Corp., the previous operating private company acquired by Amalco pursuant to the Arrangement.

NON-IFRS MEASURES

The U.S. Prospectus makes reference to certain measures not recognized under International Financial Reporting Standards (“IFRS”), including “EBITDA” and, in the section entitled “The Business Combination – Certain Projected Financial Information”, “Revenue” and “Cash Flow”. These measures do not have any standardized meaning under IFRS and may not be comparable with similar measures used by other companies. The non-IFRS measures referenced in the U.S. Prospectus include certain financial projections in the section entitled “The Business Combination—Certain Projected Financial Information”, which are herein supplemented as follows:

Projected Revenue for 2021E

“Revenue”, when used in the table below, means gross revenues (being revenues before treatment and refining charges incurred in connection with the sale of black mass). See below for a reconciliation of gross revenues to revenues determined in accordance with IFRS. In light of battery supply-related issues experienced by the Corporation at its Kingston Spoke in the second fiscal quarter of fiscal 2021 due to COVID-19 related shutdowns in Ontario, and the resulting adverse impact on the Corporation’s revenues for the first six months of calendar 2021, the Corporation projects that gross revenues for the twelve months ended December 31, 2021 will be between $10.0 million and $11.5 million.

Projected EBITDA Loss for 2021E

The Corporation has incurred certain expenses in calendar year 2021 that, in the aggregate, are likely to increase the projected EBITDA loss for calendar 2021 and, accordingly, the Corporation revised that figure from $(6.2) million to between $(19.2) million and $(22.0) million. These expenses include (i) a professional fees charge of $2 million in the first quarter of 2021, (ii) a fair value loss of $1.924 million in the second quarter of 2021 with respect to its outstanding restricted share units, (iii) certain expenses that the Corporation had anticipated would be incurred in 2022 but were incurred in calendar 2021 so as to continue to advance the development of the Rochester Hub, and (iv) higher than expected expenses associated with an increase in headcount to execute on the Corporation’s global growth plans. See below for a reconciliation of projected EBITDA to net income.

Projected Cash Flow for 2021E

“Cash Flow”, when used in the table below, is calculated as EBITDA disclosed in the table, less Capital Expenditures disclosed in the table. As a result of foregoing and the adjustments to the projected EBITDA loss for 2021E described above under “Projected EBITDA Loss for 2021E”, the Corporation revised the projected Cash Flow figures for 2021E from $(143.5) million to between $(156.5) million and $(159.3) million.

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Financial Projections ($ in millions)	2021E			2022E			2023E			2024E			2025E
Revenue⁽¹⁾	$	10.0 to 11.5		$	75.0		$	263.7		$	699.7		$	957.8
EBITDA⁽²⁾	$	(19.2	) to (22.0)	$	2.7		$	109.0		$	338.6		$	541.1
Capital Expenditure	$	(137.3	)	$	(246.4	)	$	(181.1	)	$	(9.6	)	$	(372.4	)
Cash Flow⁽³⁾	$	(156.5	) to (159.3)	$	(243.7	)	$	(72.1	)	$	329.0		$	168.7

(1)	Revenue is calculated as revenues before treatment and refining charges incurred in connection with the sale of black mass.

(2)	EBITDA is calculated as net income (loss) before interest, taxes, depreciation and amortization.

(3)	Cash Flow is calculated as EBITDA less capital expenditures.

IFRS Reconciliations


Revenue
	2021E			2022E			2023E			2024E			2025E
Revenue per financial projections	$	10.0 to 11.5		$	75.0		$	263.7		$	699.7		$	957.8
Deduct treatment and refining charges	$	2.1 to 2.4		$	6.4		$	7.1		$	1.9		$	—
Revenue as determined in accordance with IFRS	$	7.9 to 9.1		$	68.6		$	256.6		$	697.8		$	957.8

EBITDA and Cash Flow
	2021E			2022E			2023E			2024E			2025E
Net income (loss)	$	(23.0) to (25.8)		$	(5.2	)	$	61.7		$	204.8		$	353.6
Add back:
Depreciation and Amortization	$	2.6		$	7.9		$	25.0		$	60.0		$	60.0
Interest	$	1.2		$	—		$	—		$	—		$	—
Income taxes	$	—		$	—		$	22.3		$	73.8		$	127.5

EBITDA	$	(19.2) to (22.0)		$	2.7		$	109.0		$	338.6		$	541.1
Capital Expenditures	$	(137.3	)	$	(246.4	)	$	(181.1	)	$	(9.6	)	$	(372.4	)

Cash Flow calculated as EBITDA less Capital Expenditures	$	(156.5) to (159.3)		$	(243.7	)	$	(72.1	)	$	329.0		$	168.7

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Canadian Prospectus and the U.S. Prospectus may constitute “forward-looking statements”.

Amalco’s forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions or strategies of the Company’s management team with respect to the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including, but not limited to, any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Canadian Prospectus may include, for example, statements about:

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•

the benefits of the Business Combination;

•

Amalco’s financial performance following the Business Combination;

•

changes in the Company’s or Amalco’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

•

expansion plans and opportunities; and

•

the outcome of any known and unknown litigation and regulatory proceedings.

These forward-looking statements are based on information available as of the date of this Canadian Prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and Amalco does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding whether to invest in Amalco’s securities. As a result of a number of known and unknown risks and uncertainties, the Company’s and Amalco’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

•

the outcome of any legal proceedings that may be instituted against the Company, Newco or Peridot following announcement of the Business Combination and transactions contemplated thereby;

•

the risk that the Business Combination has disrupted or will disrupt current plans and operations of the Company as a result of the announcement and consummation of the transactions described herein;

•

Amalco’s ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of Amalco to grow and manage growth profitably following the Business Combination;

•

costs related to the Business Combination;

•

changes in applicable laws or regulations;

•

the effects of the COVID-19 pandemic on the Company’s or Amalco’s business;

•

the possibility that Peridot, the Company, Newco or Amalco may be adversely affected by other economic, business, and/or competitive factors; and

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•

other risks and uncertainties described in this Canadian Prospectus or the U.S. Prospectus, including, but not limited to, those under the section entitled “Risk Factors”.

Such estimates and assumptions are made by Amalco in light of the experience of management and their perception of historical trends, current conditions and expected future developments, as well as other factors believed to be appropriate and reasonable in the circumstances. However, there can be no assurance that such estimates and assumptions will prove to be correct.

Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statement that we make in this Canadian Prospectus or the U.S. Prospectus speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments, except as required by law. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.

MARKET AND INDUSTRY DATA

Market and industry data presented throughout this Canadian Prospectus and the U.S. Prospectus was obtained from third party sources, industry reports, including by Benchmark Mineral Intelligence and Statista, and from websites and other publicly available information, as well as on the basis of the Company’s knowledge of the markets in which the Company operates, including information provided by suppliers, partners, customers and other industry participants.

This Canadian Prospectus and the U.S. Prospectus describe the Company as “an industry leader in lithium-ion battery resource recovery and the leading lithium-ion battery recycler in North America”. When the Company refers to itself as “the leading lithium-ion battery recycler in North America”, it is referring to its status based on installed permitted capacity for lithium-ion battery recycling measured in tonnes per year. “Installed permitted capacity” means the installed and operational capacity that is permitted for the purpose of lithium-ion battery recycling. The Company has compared its installed permitted capacity against that of competitive lithium-ion battery recyclers in North America on the basis of publicly available information from permitting authorities. The U.S. Prospectus also includes statements to the effect that the Company has a “leading position” in the lithium battery recovery market. These statements are made on the same basis as the statements referred to above in this paragraph. Statements in the U.S. Prospectus to the effect that it believes that the traditional industry average Recycling Efficiency Rate is 50%, are based on the Company’s knowledge of the battery recovery market, including information provided by suppliers, partners, customers and other industry participants. Statements in the U.S. Prospectus regarding the projected growth in demand for the Company’s services at a global CAGR of 18% from 2021 to 2025 are based on the Company’s total addressable market forecast, which is based on a range of inputs from independent sources, including Benchmark Mineral Intelligence and the International Energy Agency, and on the Company’s knowledge of the battery recovery market, including information provided by suppliers, partners, customers and other industry participants.

The Company’s estimate in the U.S. Prospectus that “by the end of 2020 there were 465,000 tonnes annually of lithium-ion batteries available for recycling globally” is based on the Company’s total addressable market forecast, which is based on a range of inputs from

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independent sources, including Benchmark Mineral Intelligence and the International Energy Agency, and on the Company’s knowledge of the battery recovery market, including information provided by suppliers, partners, customers and other industry participants. The Company’s statement in the U.S. Prospectus that “the number of EVs is expected to reach 137.8 million annual sales by 2030, as compared to 7.6 million in 2020”, is based on the International Energy Agency’s 2020 Global EV Outlook publication, accessible at https://www.iea.org/reports/global- ev-outlook-2020. Statements in the U.S. Prospectus regarding technologies employed by other recycling facilities are based on management belief, based on its knowledge of the battery recovery market, including information provided by suppliers, partners, customers and other participants. The statement in the U.S. Prospectus that “at present, China is the most lucrative market for LFP recycling” is based on data from Benchmark Mineral Intelligence and Statista. The statement in the U.S. Prospectus that “Ontario requires recycling efficiency rates for lithium-ion batteries of over 70% by 2023” is based on Ontario Regulation 30/20 made under the Resource Recovery and Circular Economy Act, 2016. The statement in the U.S. Prospectus that the European Union proposes to update its EU Battery Directive during 2021 to implement more aggressive recycling targets, including minimum material recovery rates of 90% for both cobalt and nickel by 2025” is based on the European Commission Proposal for a Regulation of the European Parliament and of the Council concerning batteries and waste batteries 2020/353 (COD).

Although we are responsible for all of the disclosure contained in this Canadian Prospectus and the U.S. Prospectus under applicable Canadian securities laws, and the Company believes that the market and industry data presented throughout this Canadian Prospectus and the U.S. Prospectus is accurate and, with respect to data prepared by the Company or on the Company’s behalf, that the Company’s opinions, estimates and assumptions are currently appropriate and reasonable, there can be no assurance as to the accuracy or completeness thereof. The accuracy and completeness of the market and industry data presented throughout this Canadian Prospectus and the U.S. Prospectus are not guaranteed and, although the Company believes it to be reliable, the Company does not make any representation as to the accuracy of such data. Actual outcomes may vary materially from those forecast in such reports or publications. Although the Company believes it to be reliable, the Company has not independently verified any of the data from third party sources referred to in this Canadian Prospectus or the U.S. Prospectus, analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying market, economic and other assumptions relied upon by such sources. Market and industry data is subject to variations and cannot be verified due to limits on the availability and reliability of data inputs, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. For the avoidance of doubt, nothing stated in this paragraph operates to relieve us from liability for any misrepresentation contained in this Canadian Prospectus or the U.S. Prospectus under applicable Canadian securities laws.

EXCHANGE RATE INFORMATION

The Company has prepared its consolidated annual financial statements as of and for the three years ended October 31, 2020 in U.S. dollars as its presentation currency to align with its change of functional currency from Canadian dollars to U.S. dollars as of November 1, 2020. Peridot also prepares its consolidated financial statements in U.S. dollars. In this Canadian Prospectus and the U.S. Prospectus, references to “Cdn$” and “Canadian dollars” are to the lawful currency of Canada and references to “U.S. dollars” and “U.S.$” are to the lawful currency of the United States of America.

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The following table sets forth: (i) the daily closing exchange rates for one Canadian dollar, expressed in U.S. dollars, in effect at the end of the periods indicated; (ii) the average daily closing exchange rates for such periods; and (iii) the high and low daily closing exchange rates during such periods, based on rates quoted by the Bank of Canada.


	Year Ended October 31						Six Months Ended April 30
	2020		2019		2018		2021		2020
	(US$)		(US$)		(US$)		(US$)		(US$)
Rate at end of period		0.7509		0.7599		0.7609		0.8140		0.7189
Average rate for period		0.7435		0.7527		0.7772		0.7861		0.7429
High for period		0.7710		0.7670		0.8138		0.8140		0.7710
Low for Period		0.6898		0.7330		0.7513		0.7543		0.6898


	Year Ended December 31				Six Months Ended June 30
	2020		2019		2021		2020
	(US$)		(US$)		(US$)		(US$)
Rate at end of period		0.7854		0.7699		0.8068		0.7338
Average rate for period		0.7461		0.7537		0.8023		0.7332
High for period		0.7863		0.7699		0.8306		0.7710
Low for Period		0.6898		0.7353		0.7795		0.6898

SUMMARY OF PROSPECTUS

For a summary of the U.S. Prospectus, please see the section entitled “Summary of the Proxy Statement/Prospectus” in the U.S. Prospectus. That section is a summary of the principal features of the Business Combination and should be read together with the more detailed information and financial data and statements contained elsewhere in this Canadian Prospectus and the U.S. Prospectus.

CORPORATE STRUCTURE

The Company was incorporated under the Business Corporations Act (Ontario) on November 18, 2016. Newco was incorporated under the Business Corporations Act (Ontario) on February 12, 2021 for the sole purpose of effecting the Business Combination. Amalco was formed on August 10, 2021 upon the amalgamation of Newco and Peridot Ontario pursuant to the Arrangement. The head and registered office of Amalco is located at 2351 Royal Windsor Dr., Unit 10, Mississauga, Ontario, L5J 4S7. Following the consummation of the Business Combination, Amalco owns 100% of the equity interests in the Company.

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Amalco owns 100% of the outstanding equity interests in the Company. The Company owns 100% of the equity interests in both Li-Cycle Inc. and Li-Cycle North America Hub, Inc., each of which was incorporated under the General Corporation Law of the State of Delaware.

For the structure of the Company prior to and after the consummation of the Business Combination, see the section entitled “The Business Combination Agreement – Structure Prior to the Business Combination” and “The Business Combination Agreement – Structure Following the Business Combination” in the U.S. Prospectus.

DESCRIPTION OF BUSINESS

General

For a description of our business and three-year history of our business, see the section entitled “Information about Li-Cycle” in the U.S. Prospectus.

In the U.S. Prospectus, we refer to “ternary Hubs” and “LFP Hubs”. A ternary Hub is a Hub that will process all types of black mass using our technology. An LFP Hub is a Hub that will have the capacity to process all types of black mass using our technology but that will be dedicated to processing lithium iron phosphate (“LFP”) black mass derived from LFP lithium-ion batteries, LFP lithium-ion battery materials, and third party LFP black mass to produce LFP cathode pertinent end-products (e.g. lithium carbonate). LFP lithium-ion batteries have historically been viewed by the market as more difficult to recycle than other lithium-ion batteries.

Certain Supplemental Disclosures

On March 30, 2021, Newco filed the Registration Statement with the SEC containing the U.S. Prospectus. On April 16, 2021, June 3, 2021, July 10, 2021 and July 13, 2021, Peridot received a total of five demand letters from purported shareholders of Peridot (the “Demand Letters”), one of which (the Demand Letter dated July 13, 2021), was also addressed to Li-Cycle, alleging that the U.S. Prospectus contained disclosure deficiencies and/or incomplete information regarding the Business Combination. Peridot and Li-Cycle believe that the disclosures set forth in the U.S. Prospectus comply fully with applicable law and that the allegations contained in the Demand Letters are entirely without merit. However, in order to moot the purported Peridot shareholders’ unmeritorious disclosure claims, alleviate the costs, risks and uncertainties inherent in litigation and provide additional information to its shareholders, Peridot and Li-Cycle determined to voluntarily supplement the U.S. Prospectus with certain supplemental disclosures as described in the Form 6-K which is attached to, and forms part of and is incorporated in, this Canadian Prospectus. To the knowledge of the Company, no legal proceedings have been commenced against the Company, Newco, Peridot or Amalco in relation to the Demand Letters.

REGULATORY FRAMEWORK

Li-Cycle holds all licenses currently required in connection with its technologies and operations. Li-Cycle has engaged a third-party consultant to work with a dedicated team across all Li-Cycle projects, supporting it with permitting, regulatory compliance, and keeping it apprised on all legal changes.

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Battery Regulation

There has been an increase in battery regulation globally in recent years. In the United States, California is evaluating a policy to drive recycling efficiency rates as close to 100% as possible, potentially beginning as early as 2022. In Canada, Ontario requires recycling efficiency rates for lithium-ion batteries of over 70% by 2023. China has required functional material recovery rates greater than 80% since 2018, with specific targets by key materials (nickel, cobalt, and lithium). The European Union proposes to update its EU Battery Directive during 2021 to implement more aggressive recycling targets, including minimum material recovery rates of 90% for both cobalt and nickel by 2025 (also a potential ‘high level of ambition’ mandate for at least a 95% material recovery rate for both cobalt and nickel by 2030; this is being discussed as part of the proposed regulation), a minimum recovery rate of 35% for lithium by 2025 (also a potential ‘high level of ambition’ mandate for at least a 70% material recovery rate for lithium by 2030; this is being discussed as part of the proposed regulation), and a recycling efficiency rate of least 65% by 2025 (also includes a potential ‘high level of ambition’ mandate for a recycling efficiency rate of at least 70% by 2030; this is being discussed as part of the proposed regulation).

Environmental Regulation

Li-Cycle is and will be subject to environmental, manufacturing, health and safety laws and regulations at numerous jurisdictional levels in the U.S. and Canada and in other jurisdictions in which it may in the future operate, including laws relating to the use, handling, storage, recycling, disposal and human exposure to hazardous materials and with respect to constructing, operating and maintaining its facilities. Government authorities that have issued or have authority to issue and govern material permits that pertain to Li-Cycle’s operational activities include the Ontario Ministry of the Environment, Conservation and Parks (in respect of the Kingston Spoke), the New York State Department of Environmental Conservation (in respect of the Rochester Spoke and the Rochester Hub) and the Arizona Department of Environmental Quality (in respect of the Arizona Spoke).

Transportation Regulation

Li-Cycle is subject to and complies with regulations pertinent to the transportation of lithium-ion batteries, including the Transportation of Dangerous Goods Act, 1992 (Canada) and United States transportation regulation relating to lithium cells and batteries.

DIVIDEND POLICY

The Company has never declared or paid regular cash dividends on its common shares. Amalco currently expects to retain all future earnings for use in the operation and expansion of its business and to not pay cash dividends in the foreseeable future following the closing of the Business Combination. The declaration and payment of any dividends in the future will be determined by Amalco’s board of directors, in its discretion, and will depend on a number of factors, including Amalco’s earnings, capital requirements, overall financial condition, and contractual restrictions, including restrictions contained in any agreements governing any indebtedness Amalco may incur.

- 13 -

MANAGEMENT’S DISCUSSION AND ANALYSIS

Management’s Discussion and Analysis in the U.S. Prospectus

The management’s discussion and analysis of Li-Cycle Corp. set out in the U.S. Prospectus under the heading “Li-Cycle Management’s Discussion and Analysis of Financial Condition and Results of Operations” is dated as of July 15, 2021.

The management’s discussion and analysis of Peridot Acquisition Corp. set out in the U.S. Prospectus under the heading “Peridot Management’s Discussion and Analysis of Financial Condition and Results of Operations” is dated as of May 24, 2021.

Management’s Discussion and Analysis of the Company for the Six Months Ended April 30, 2021

The management’s discussion and analysis of Li-Cycle Corp. for the six months ended April 30, 2021 is attached to this Canadian Prospectus. See “Index to Financial Statements, Management’s Discussion and Analysis, and U.S. Prospectus”.

Management’s Discussion and Analysis of Peridot for the Six Months Ended June 30, 2021

The management’s discussion and analysis of Peridot Acquisition Corp. for the six months ended June 30, 2021 is attached to this Canadian Prospectus and is dated as of August 4, 2021. See “Index to Financial Statements, Management’s Discussion and Analysis, and U.S. Prospectus”.

DESCRIPTION OF AMALCO’S SECURITIES

In addition to the description of the Amalco Preferred Shares contained in the section of the U.S. Prospectus entitled “Description of Amalco’s Securities”, Amalco will comply with the applicable requirements of OSC Rule 56-501 – Restricted Shares (“OSC Rule 56-501”), including the requirement that a distribution of preferred shares receive “minority approval” (as defined in OSC Rule 56-501) if such preferred shares would have the effect of creating “restricted shares” (as defined in OSC Rule 56-501).

PRIOR SALES

Except as otherwise described in this Canadian Prospectus or in the U.S. Prospectus in connection with the Business Combination, during the 12-month period before the date of this Canadian Prospectus, (i) Newco did not issue any common shares, other than 10 common shares issued to the Company upon the incorporation of Newco at a price of Cdn$1.00 per share; and (ii) the Company did not issue any common shares of the Company or securities that are convertible into common shares of the Company, except as described in the following table:


Date of Issuance or Sale	Number and type of Securities Issued or Sold	Issue Price /Exercise Price Per Security
July 21, 2020	12,000 options to purchase common shares		Cdn$53.34
November 13, 2020	281,138 Class A preferred shares		U.S.$81.81⁽¹⁾
December 1, 2020	16,000 options to purchase common shares		Cdn$107.23
December 1, 2020	7,319 restricted share units		—
January 25, 2021	12,000 common shares		Cdn$53.34⁽²⁾
February 13, 2021	15,750 options to purchase common shares		Cdn$107.23

Notes:

(1)	Each Class A preferred share of the Company is convertible into one common share of the Company, subject to adjustment in certain circumstances.

- 14 -

(2)	For additional details, see note 7 of the Audited Financial Statements of Li-Cycle Corp. as of and for the years ended October 31, 2020 and October 31, 2019 in the U.S. Prospectus.

OPTIONS TO PURCHASE SECURITIES

The following table shows the aggregate number of options to purchase Amalco Shares that were outstanding as of the closing of the Business Combination after giving effect to the exercise or surrender of options to purchase common shares of the Company (“Company Options”) made in connection with the Arrangement but prior to giving effect to adjustments to the number and exercise price of outstanding Company options under the terms of the Arrangement.

Category

Number of
Company Options

Exercise Price

Expiry Date

Executive Officers

27,500

0.81 to $18.03

April 11, 2023 to July

19, 2024

Directors (other than those who are also executive officers)

9,344

0.81 to $18.03

April 11, 2023 to July

19, 2024

Other current and former employees

65,359

18.03 to $107.23

April 11, 2023 to

February 13, 2031

Other

15,383

18.03 to $53.34

April 11, 2023 to
December 19, 2029

TOTAL

117,586

–

DIRECTORS AND OFFICERS

For a description of the individuals serving as directors and executive officers of Amalco following the closing of the Business Combination and the number and percentage ownership of Amalco Shares beneficially owned, or controlled or directed, directly or indirectly, by all directors and executive officers of Amalco as a group, see the sections entitled “Management of Amalco after the Business Combination” and “Security Ownership of Certain Beneficial Owners and Management” in the U.S. Prospectus. After giving effect to the redemption of Class A Shares by Peridot and completion of the Business Combination, the directors and officers of Amalco beneficially owned, or controlled or directed, directly or indirectly, approximately 39,000,000 common shares of Amalco or approximately 24% of the outstanding common shares of Amalco. In July 2021, the Company appointed Dawei Li as Vice President, Asia. Each of the directors and executive officers of Amalco is a resident of the Province of Ontario, Canada, other than (i) Anthony Tse, who is a resident of Hong Kong, China; (ii) Alan Levande and Scott Prochazka, each of whom is a resident of Texas, United States of America; and (iii) Dawei Li, who is a resident of North Carolina, United States of America.

-15-

In addition to the biographical information provided in the U.S. Prospectus for each of the directors and executive officers of Amalco in the section entitled “Management of Amalco after the Business Combination”, (i) prior to joining the Company, Dawei Li served as the Global Business Director for Lithium Carbonate at the Albemarle Corporation from July 2018 until July 2021, and from August 2012 until July 2018, Mr. Li served as a Global Segment Marketing Manager for Eastman Chemical Company; and (ii) updated biographical information in respect of Tim Johnston is provided below under the heading “Securities Penalties and Sanctions – Tim Johnston”.

DIRECTOR COMPENSATION

As set forth in the U.S. Prospectus, following the Closing of the Business Combination, the non-executive directors of Amalco became entitled to be paid as members of the board of directors, and, as applicable, for service as lead director and/or chair of any committee of the board of directors of Amalco, certain annual retainers to be determined by the Amalco Board. Amalco does not intend to pay its directors a separate fee to attend meetings of the Amalco Board or committees of the Amalco Board.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors, executive officers or employees of the Company or former directors, executive officers or employees of the Company or its subsidiaries had any indebtedness outstanding to the Company or any of the subsidiaries as at the date hereof and no indebtedness of these individuals to another entity is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of the subsidiaries as at the date hereof. Additionally, no individual who is, or at any time during the Company’s last financial year was, a director or executive officer of the Company, proposed management nominee for director of the Company or associate of any such director, executive officer or proposed nominee is as at the date hereof, or at any time since the beginning of the Company’s last financial year has been, indebted to the Company or any of its subsidiaries or to another entity where the indebtedness to such other entity is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, including indebtedness for security purchase or any other programs.

CORPORATE GOVERNANCE DISCLOSURE

General

For a description of Amalco’s board of director’s mandate and oversight role, the committees expected to established by Amalco’s board of directors and Amalco’s corporate governance practices following the consummation of the Business Combination, see the section entitled “Management of Amalco after the Business Combination” in the U.S. Prospectus. A copy of the Amalco board mandate is attached to this Canadian Prospectus as Exhibit A.

Diversity

Amalco does not have a formal policy for the representation of women on the board of directors or senior management of the company but the nominating and corporate governance committee and Amalco’s senior executives are expected to take gender and other diversity representation into consideration as part of their overall recruitment and selection process. Amalco currently has no female directors or executive officers.

-16 -

It is expected that the composition of the Amalco Board will in the future be shaped by the selection criteria established by the nominating and corporate governance committee. This will be achieved through developing an evergreen list of potential candidates for anticipated board vacancies who fit the committee’s list of evolving selection criteria, ensuring that diversity considerations are taken into account in senior management, monitoring the level of female representation on the board and in senior management positions, continuing to broaden recruiting efforts to attract and interview qualified female candidates, and committing to retention and training to ensure that Amalco’s most talented employees are promoted from within the organization.

AUDIT COMMITTEE

Upon the completion of the Business Combination, Amalco’s board of directors established an “Audit Committee”. Amalco is required to comply with the rules with respect to audit committees adopted by the SEC, NYSE and National Instrument 52-110 – Audit Committees, including with respect to composition and independence. For additional details regarding Amalco’s audit committee generally, see the section entitled “Management of Amalco after the Business Combination – Committees of the Board of Directors – Audit Committee” in the U.S. Prospectus. A copy of the Amalco audit committee charter is attached to this Canadian Prospectus as Exhibit B.

CEASE TRADE ORDERS

None of the individuals serving as directors and executive officers of Amalco following the closing of the Business Combination are, as at the date of this Canadian Prospectus, or have been, within the ten years prior to the date of this Canadian Prospectus, a director, chief executive officer or chief financial officer of any company that, while such person was acting in that capacity (or after such person ceased to act in that capacity but resulting from an event that occurred while that person was acting in such capacity), was the subject of a cease trade order, an order similar to a cease trade order, or an order that denied the company access to any exemption under securities legislation, in each case, for a period of more than 30 consecutive days.

BANKRUPTCIES

None of the individuals serving as directors and executive officers of Amalco following the closing of the Business Combination are, as at the date of this Canadian Prospectus, or have been, within the ten years prior to the date of this Canadian Prospectus, a director or executive officer of any company, that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or comprise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

None of the individuals currently serving as directors and executive officers of Amalco has, within the ten years prior to the date of this Canadian Prospectus, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or comprise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets.

-17 -

PRINCIPAL SECURITYHOLDERS AND SELLING SECURITIYHOLDERS

For a description of the persons who beneficially owned, or controlled or directed, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of Amalco immediately following the closing of the Business Combination, see the section entitled “Security Ownership of Certain Beneficial Owners and Management” in the U.S. Prospectus.

SECURITIES PENALTIES OR SANCTIONS

Except as otherwise disclosed in this section of the Canadian Prospectus, none of our current or proposed directors or executive officers, nor any personal holding company of any such person, has:

•

been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

•

been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Tim Johnston

In addition to co-founding Li-Cycle, Mr. Johnston served as a director and the chief executive officer and president of Desert Lion Energy Inc. (“Desert Lion”), a lithium exploration and development company whose securities were listed on the TSX Venture Exchange (the “TSX-V”), from February 2018 to July 2019, when Desert Lion was sold to a third party. In mid- 2019, the TSX-V initiated a review of the Desert Lion senior management team, including Mr. Johnston, to assess their suitability to act as directors or officers of a listed issuer as a result of certain incorrect statements and omissions made by Desert Lion in its press releases for a financing transaction and its listing application with the TSX-V for approval of the issuance of shares in connection with such transaction. On May 11, 2020, the TSX-V made a procedural determination that requires Mr. Johnston to make a written application to and obtain the prior written acceptance from the Compliance & Disclosure Department of the TSX-V for any proposed involvement by Mr. Johnston as a director or officer of (or to perform similar functions for) any TSX-V-listed issuer. At that time, the TSX-V advised Mr. Johnston that its determination and restrictions on Mr. Johnston were based on the TSX-V’s conclusions that Desert Lion had contravened TSX-V requirements during his tenure as the chief executive officer and president and a director of Desert Lion. Mr. Johnston subsequently commenced an appeal before the British Columbia Securities Commission (the “BCSC”) of the TSX-V’s jurisdiction to render its decision. In a decision dated February 19, 2021, the BCSC (i) concluded that the TSX-V had the jurisdiction to issue its procedural determination and that there was no proper basis for the BCSC to interfere with that determination, and, as a result, the BCSC dismissed Mr. Johnston’s appeal, and (ii) noted that the TSX-V had committed on the record of those proceedings that the TSX-V had not reached any conclusions regarding the suitability of Mr. Johnston to be a director or officer of a TSX-V listed company in the future. To the knowledge of the Corporation, the TSX-V has not taken any additional steps regarding its May 11, 2020 determination.

-18 -

CONFLICTS OF INTEREST

To the best of Newco’s knowledge, there are no known existing or potential material conflicts of interest between the Company and its subsidiaries and the Company’s current, or Amalco’s proposed, directors, officers or other members of management as a result of their outside business interests except that certain of the proposed directors and officers of Amalco serve as directors and officers of other companies, and therefore it is possible that a conflict may arise between their duties to Amalco and their duties as a director or officer of such other companies.

PROMOTERS

Each of Ajay Kochhar and Tim Johnston may be considered to be a promoter of the Company in that each of Mr. Kochhar and Mr. Johnston took the initiative in organizing the business of the Company. The following table sets out the approximate number and percentage of each class of voting securities and equity securities of Amalco (after giving effect to the Business Combination) beneficially owned, or controlled or directed, directly or indirectly, by each of Mr. Kochhar and Mr. Johnston.


Name	Designation of Class		Number of Securities		Percentage of Class
Ajay Kochhar
		Common Shares		24,862,613		15.24	%
		Company Options		299,325		—
Tim Johnston
		Common Shares		11,047,168		6.76	%
		Company Options		758,290		—

Additional information about each of Mr. Kochhar and Mr. Johnston is disclosed elsewhere in this Canadian Prospectus and in the U.S. Prospectus. See the sections of the U.S. Prospectus entitled “The Business Combination”, “Information about Li-Cycle”, “Executive and Director Compensation”, and “Management of Amalco after the Business Combination”, as well as the section of this Canadian Prospectus entitled “Directors and Officers” for further details.

Other than as disclosed in this Canadian Prospectus, neither Mr. Kochhar nor Mr. Johnston have received, directly or indirectly, anything of value, including money, property, contracts, options or rights of any kind from Li-Cycle or its subsidiaries, and neither Li-Cycle nor its subsidiaries have received any assets, services or other consideration from Mr. Kochhar or Mr. Johnston in return.

MATERIAL CONTRACTS

The following are the only material contracts, other than those contracts entered into in the ordinary course of business, which Amalco has entered into since the beginning of the last financial year before the date of this Canadian Prospectus, entered into prior to such date but which contract is still in effect, or to which Amalco became a party to on or prior to the closing of the Business Combination:

-19 -

•

the Business Combination Agreement referred to under the section entitled “The Business Combination Agreement” in the U.S. Prospectus;

•

the Investor Agreement referred to under the section entitled “Peridot Shareholder Proposal No. 1 – The Business Combination Proposal – Certain Agreements Related to the Business Combination – Investor Agreement” in the U.S. Prospectus;

•

the form of Subscription Agreement for the PIPE Financing referred to under the section entitled “Peridot Shareholder Proposal No. 1 – The Business Combination Proposal – Certain Agreements Related to the Business Combination – Subscription Agreements” in the U.S. Prospectus;

•

the Sponsor Letter Agreement referred to under the section entitled “Peridot Shareholder Proposal No. 1 – The Business Combination Proposal – Certain Agreements Related to the Business Combination – Sponsor Letter Agreement” in the U.S. Prospectus;

•

the form of Li-Cycle Transaction Support Agreement referred to under the section entitled “Peridot Shareholder Proposal No. 1 – The Business Combination Proposal – Certain Agreements Related to the Business Combination – Li-Cycle Transaction Support Agreements” in the U.S. Prospectus;

•

the Company’s off-take agreement with Glencore referred to under the section entitled “Information About Li-Cycle – Customer Agreements – Glencore” in the U.S. Prospectus;

•

the Company’s Marketing, Logistics and Working Capital Agreements with Traxys referred to under the section entitled “Information About Li-Cycle – Customer Agreements—Traxys” in the U.S. Prospectus;

•

the Commercial Industrial Lease Agreement, dated April 14, 2021, by and between the Company and TC/P Gilbert Gateway, LLC;

•

the Warrant Agreement as defined in the U.S. Prospectus and the accompanying warrant amendment agreement to be entered into between Amalco and Continental Stock Transfer & Trust Company; and

•

the Rochester Hub Ground Lease and the Guaranty as described below under the heading “Rochester Hub Ground Lease”.

Copies of the above material contracts (including those annexed to the Registration Statement), if not already entered into then once executed, may be inspected during ordinary business hours at the offices of Amalco at 2351 Royal Windsor Dr., Unit 10, Mississauga, Ontario, L5J 4S7 and will be filed, as required, via EDGAR (available at www.sec.gov) and via SEDAR (available at www.sedar.com).

- 20 -

Rochester Hub Ground Lease

On August 3, 2021, Li-Cycle North America Hub, Inc., a wholly-owned subsidiary of the Company, entered into a ground lease agreement (the “Rochester Hub Ground Lease”) with Ridgeway Properties I, LLC in relation to certain lands in Rochester, New York where the Company intends to locate the Rochester Hub. The Rochester Hub Ground Lease relates to lands comprising an area of approximately 41.06 acres and provides for an original term of 20 years with five subsequent renewal terms of five years each, followed by one subsequent renewal term of four years, each renewal being exercisable by Li-Cycle North America Hub, Inc. on not less than six months’ notice prior to the expiration of a given term. Li-Cycle North America Hub, Inc. has the option to purchase the leased lands at fair market value prior to the expiration of the original term or a renewal term, exercisable on 60 days’ notice prior to the expiration of a given term. The Rochester Hub Ground Lease contains other customary terms and conditions, including representations and warranties, covenants, and events of default. For a summary of Li-Cycle’s obligations under the Lease, see the table entitled “Contractual Obligations and Commitments” in the Management’s Discussion and Analysis of Li-Cycle Corp. for the Six Months Ended April 30, 2021 attached to this Canadian Prospectus. Pursuant to a guaranty dated August 3, 2021 (the “Guaranty”), Amalco has agreed to unconditionally guarantee the performance of Li-Cycle North America Hub, Inc.’s obligations under the Rochester Hub Ground Lease.

LEGAL MATTERS

Certain Canadian legal matters relating to the Business Combination have been or will be passed upon on behalf of the Company, Newco and/or Amalco by McCarthy Tétrault LLP, and the matters referred to under the section entitled “Material U.S. Federal Income Tax Considerations” in the U.S. Prospectus, as well as certain other U.S. legal matters relating to the Business Combination, have been or will be passed upon on behalf of the Company, Newco and/or Amalco by Freshfields Bruckhaus Deringer LLP and on behalf of Peridot by Kirkland & Ellis LLP. Certain legal matters relating to the Business Combination have been or will be passed upon on behalf of Peridot by Stikeman Elliott LLP with respect to Canadian legal matters. The partners and associates of each of McCarthy Tétrault LLP, Freshfields Bruckhaus Deringer LLP, Kirkland & Ellis LLP, and Stikeman Elliott LLP, respectively, as a group, beneficially own, directly and indirectly, less than 1% of the issued and outstanding Amalco common shares and less than 1% of the issued and outstanding common shares of any of its affiliates or associates.

-21-

INDEX TO FINANCIAL STATEMENTS,

MANAGEMENT’S DISCUSSION & ANALYSIS, AND

U.S. PROSPECTUS

LI-CYCLE


I. Unaudited Financial Statements of Li-Cycle Corp. as of and for the Three and Six Months Ended April 30, 2021		•

II. Management’s Discussion and Analysis of Li-Cycle Corp. as of and for the Three and Six Months Ended April 30, 2021		•

LI-CYCLE HOLDINGS CORP.


I. Audited Financial Statements of Li-Cycle Holdings Corp. as of May 31, 2021		•

PERIDOT


I. Unaudited Financial Statements of Peridot Acquisition Corp. as of and for the Three and Six Months Ended June 30, 2021		•

II. Management’s Discussion and Analysis of Peridot Acquisition Corp. as of and for the Three and Six Months Ended June 30, 2021		•

COMBINED COMPANY


I. Unaudited Pro Forma Condensed Combined Financial Information of the Combined Company as of and for the Six Months Ended April 30, 2021		•

U.S. PROSPECTUS


I. Proxy Statement and Prospectus dated July 15, 2021		•

II. Form 6-K Report of Li-Cycle Holdings Corp. dated July 29, 2021		•

- F-1 -

EXHIBIT “A” – BOARD MANDATE

(see attached)

- A-1 -

LOGO

- A-2 -

LOGO

- A-3 -

LOGO

- A-4 -

LOGO

- A-5 -

LOGO

- A-6 -

LOGO

- A-7 -

LOGO

- A-8 -

EXHIBIT “B” – AUDIT COMMITTEE CHARTER

(see attached)

- B-1 -

LOGO

- B-2 -

LOGO

- B-3 -

LOGO

- B-4 -

LOGO

- B-5 -

LOGO

- B-6 -

LOGO

- B-7 -

LOGO

- B-8 -

LOGO

- B-9 -

CERTIFICATE OF LI-CYCLE HOLDINGS CORP.

Dated: August 10, 2021

This prospectus constitutes full, true and plain disclosure of all material facts relating to the securities previously issued by the issuer as required by the securities legislation of the province of Ontario.


(s) Ajay Kochhar						(s) Bruce MacInnis
Chief Executive Officer						Chief Financial Officer

On behalf of the Board of Directors


(s) Tim Johnston						(s) Mark Wellings
Director						Director

- C-1 -

CERTIFICATE OF THE PROMOTERS

Dated: August 10, 2021

PROMOTERS


(s) Ajay Kochhar						(s) Tim Johnston
Promoter						Promoter

- C-2 -

Exhibit 99.2

Condensed consolidated interim

financial statements of

Li-Cycle Corp.

Three and six months ended April 30, 2021 and 2020

(unaudited)


Condensed consolidated interim statements of financial position			2

Condensed consolidated interim statements of loss and comprehensive loss			3

Condensed consolidated interim statements of changes in equity			4

Condensed consolidated interim statements of cash flows			5

Notes to the condensed consolidated interim financial statements			6–18

Li-Cycle Corp.

Condensed consolidated interim statements of financial position

As at April 30, 2021 and October 31, 2020

(Unaudited—expressed in U.S. dollars)


		April 30, 2021			October 31, 2020
	Notes	$			$
Assets
Current assets
Cash			6,325,902			663,557
Accounts receivable	3		1,751,605			890,229
Prepayments and deposits	4		5,249,708			963,951
Inventory	5		783,690			179,994

			14,110,905			2,697,731

Non-current assets
Plant and equipment	6		12,967,596			5,602,580
Right of use assets	7		16,318,620			3,859,088

			29,286,216			9,461,668

			43,397,121			12,159,399

Liabilities
Current liabilities
Accounts payable and accrued liabilities			10,308,517			4,364,372
Restricted share units	9		2,750,160			171,849
Lease liabilities	11		857,381			591,355
Loans payable	8		1,716,633			1,468,668

			15,632,691			6,596,244

Non-current liabilities
Lease liabilities	11		15,414,114			3,021,815
Loans payable	8		3,244,730			779,210
Restoration provisions			333,878			321,400

			18,992,722			4,122,425

			34,625,413			10,718,669

Shareholders’ equity
Share capital	9		37,516,655			15,441,600
Contributed surplus	9		774,071			824,683
Accumulated deficit			(29,222,406	)		(14,528,941	)
Accumulated other comprehensive loss			(296,612	)		(296,612	)

			8,771,708			1,440,730

			43,397,121			12,159,399

The accompanying notes are an integral part of the condensed consolidated interim statements.

Page 2

Li-Cycle Corp.

Condensed consolidated interim statements of loss and comprehensive loss

Three and six months ended April 30, 2021 and 2020

(Unaudited—expressed in U.S. dollars)


		Three months ended April 30,						Six months ended April 30,
		2021			2020			2021			2020
	Notes	$			$			$			$
Revenue
Product sales			176,102			53,031			1,088,968			78,116
Recycling services			81,282			29,283			185,656			63,185

			257,384			82,314			1,274,624			141,301
Expenses
Professional fees			520,418			372,613			2,919,286			662,884
Employee salaries and benefits, net			1,711,710			645,461			2,877,014			868,581
Raw materials and supplies			1,326,767			169,664			2,615,257			202,543
Research and development, net			824,836			(52,574	)		1,352,031			263,184
Share-based compensation	9		263,214			38,684			1,009,385			163,057
Office and administrative			326,768			18,126			618,707			69,551
Depreciation, net	6,7		242,327			209,699			516,106			389,472
Freight and shipping			141,447			42,328			432,497			62,753
Marketing			163,135			60,713			304,790			122,930
Plant facilities			71,536			101,917			157,540			163,993
Travel and entertainment			38,376			38,269			85,944			94,781

			5,630,534			1,644,900			12,888,557			3,063,729

Loss from operations			(5,373,150	)		(1,562,586	)		(11,613,933	)		(2,922,428	)

Other (income) expense
Foreign exchange (gain) loss			358,748			24,148			750,712			(35,366	)
Interest expense			192,403			122,363			405,696			175,876
Interest income			(505	)		(22,169	)		(1,222	)		(31,456	)
Fair value loss on restricted share units			1,924,346			—			1,924,346			—

			2,474,992			124,342			3,079,532			109,054

Net loss			(7,848,142	)		(1,686,928	)		(14,693,465	)		(3,031,482	)
Other comprehensive income (loss)
Foreign currency translation			—			(501,048	)		—			(526,480	)

Comprehensive loss			(7,848,142	)		(2,187,976	)		(14,693,465	)		(3,557,962	)

Loss per common share—basic and diluted	13		(3.29	)		(0.81	)		(6.22	)		(1.49	)

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

Page 3

Li-Cycle Corp.

Condensed consolidated interim statements of changes in equity

For the six months ended April 30, 2021 and 2020

(Unaudited - expressed in U.S. dollars)


			Number of common shares		Share capital		Contributed surplus			Accumulated deficit			Accumulated other comprehensive income (loss)			Total
	Notes				$		$			$			$			$
Balance, October 31, 2020				2,088,733		15,441,600		824,683			(14,528,941	)		(296,612	)		1,440,730
Share-based compensation		9		—		—		404,443			—			—			404,443
Shares issued for cash		9		281,138		21,620,000		—			—			—			21,620,000
Shares issued for non-cash costs		9		12,000		455,055		(455,055	)		—			—			—
Comprehensive loss				—		—		—			(14,693,465	)		—			(14,693,465	)

Balance, April 30, 2021				2,381,871		37,516,655		774,071			(29,222,406	)		(296,612	)		8,771,708


			Number of common shares		Share capital		Contributed surplus			Accumulated deficit			Accumulated other comprehensive income (loss)			Total
	Notes				$		$			$			$			$
Balance, October 31, 2019				1,916,003		8,467,810		123,781			(5,252,979	)		(77,886	)		3,260,726
Share-based compensation		9		—		—		74,632			—			—			74,632
Shares issued for cash		9		159,294		6,481,381		—			—			—			6,481,381
Conversion of convertible debt		9		13,436		492,409		—			—			—			492,409
Comprehensive loss				—		—		—			(3,031,482	)		(526,480	)		(3,557,962	)

Balance, April 30, 2020				2,088,733		15,441,600		198,413			(8,284,461	)		(604,366	)		6,751,186

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

Page 4

Li-Cycle Corp.

Condensed consolidated interim statements of cash flows

Three and six months ended April 30, 2021 and 2020

(Unaudited - expressed in U.S. dollars)


			Three months ended April 30,						Six months ended April 30,
			2021			2020			2021			2020
	Notes		$			$			$			$
Operating activities
Net loss for the period				(7,848,142	)		(1,686,928	)		(14,693,465	)		(3,031,482	)
Items not affecting cash				—
Share-based compensation		9		263,214			38,684			1,009,385			163,057
Depreciation		6,7		605,621			209,699			1,132,999			389,472
Amortization of government grants				(51,977	)		(664,697	)		(66,039	)		(1,089,908	)
Loss on disposal of assets				—			—			13,399			—
FX (gain) loss on translation				341,977			(408,391	)		661,757			(605,046	)
Fair value loss on restricted share units				1,924,346			—			1,924,346			—
Interest and accretion on convertible debt		8		—			—			—			9,931

				(4,764,961	)		(2,511,633	)		(10,017,618	)		(4,163,976	)
Changes in non-cash working capital items
Accounts receivable				169,171			458,281			(861,376	)		109,344
Prepayments and deposits				(4,235,085	)		(613,353	)		(4,450,774	)		(1,306,787	)
Inventory				(646,079	)		(78,687	)		(603,696	)		(190,599	)
Accounts payable and accrued liabilities				4,861,225			37,256			4,611,548			58,931

				(4,615,729	)		(2,708,138	)		(11,321,916	)		(5,493,088	)

Investing activity
Purchases of plant and equipment		6		(3,930,559	)		(719,395	)		(6,768,401	)		(911,893	)
Proceeds from disposal of plant and equipment				—			—			16,866			—

				(3,930,559	)		(719,395	)		(6,751,535	)		(911,893	)
Financing activities
Proceeds from share issuance, net of share issue costs		9		—			—			21,620,000			6,481,381
Proceeds from loans payable				1,588,020			2,143,672			3,091,220			2,143,672
Proceeds from government grants				51,977			539,140			66,039			702,193
Repayment of lease liabilities				(167,429	)		(105,905	)		(326,722	)		(113,198	)
Repayment of loans payable				(413,748	)		(2,775	)		(714,741	)		(6,180	)

				1,058,820			2,574,133			23,735,796			9,207,868

Net change in cash				(7,487,468	)		(853,400	)		5,662,345			2,802,887
Cash, beginning of period				13,813,370			7,439,736			663,557			3,783,449

Cash, end of period				6,325,902			6,586,336			6,325,902			6,586,336

Non-cash investing activities
Accrual for purchase of plant and equipment				696,793			—			1,332,597			—
Non-cash financing activities
Shares issued for non-cash costs				—			—			455,055			492,409

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

Page 5

Li-Cycle Corp.

Notes to the condensed consolidated interim financial statements

Three and six months ended April 30, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

1.	Nature of operations and going concern

(i)

Li-Cycle Corp. (“Li-Cycle” or the “Company”) was incorporated under the Business Corporations Act (Ontario) on November 18, 2016. The Company’s registered address is 2351 Royal Windsor Drive, Unit 10, Mississauga, ON L5J 4S7 Canada.

Li-Cycle’s core business model is to build, own and operate recycling plants tailored to regional needs. Li-Cycle’s Spoke and Hub Technologies^™ provide an environment friendly and scalable solution that address the growing global lithium-ion battery recycling challenge and provide an economically viable resource recovery solution, supporting the global transition toward electrification.

On March 28, 2019, the Company incorporated a 100% owned subsidiary in Delaware, U.S., by the name of Li-Cycle Inc., under the General Corporation Law of the State of Delaware.

On September 2, 2020, the Company incorporated a 100% owned subsidiary in Delaware, U.S., by the name of Li-Cycle North America Hub, Inc., under the General Corporation Law of the State of Delaware.

On February 12, 2021, the Company incorporated a 100% owned subsidiary in Ontario, Canada, by the name of Li-Cycle Holdings Corp., under the Business Corporations Act (Ontario).

On February 16, 2021, the Company entered into a definitive business combination agreement with Peridot Acquisition Corp. (NYSE: PDAC) and Li-Cycle Holdings Corp. Upon closing, the combined company will be renamed Li-Cycle Holdings Corp.

(ii)

Going concern

These condensed consolidated interim statements have been prepared by management on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. For the three and six months ended April 30, 2021, the Company had not achieved a level of revenue from its operations to be profitable and incurred a loss of $7.8 million and $14.7 million, respectively (losses of $1.7 million and $3 million in the three and six months ended April 30, 2020). Cash used in operations for the three and six months ended April 30, 2021 was $4.6 million and $11.3 million, respectively (used in operations was $2.7 million and $5.5 million in the three and six months ended April 30, 2020).

In order to continue its long-term operations, the Company must achieve profitable operations and continue to obtain additional equity or debt financing. Until the Company achieves profitability, management plans to fund its operations and capital expenditures through borrowings and issuance of capital stock. Until the Company generates revenue at a level to support its cost structure, the Company expects to continue to incur substantial operating losses and net cash outflows.

There can be no assurance that the Company will be successful in raising additional capital or that such capital, if available, will be on terms that are acceptable to the Company. If the Company is unable to raise sufficient additional capital on acceptable terms, it may be compelled to reduce the scope of its operations and planned capital expenditures or sell certain assets, including intellectual property assets. These conditions call into question the Company’s ability to continue as a going concern.

Subsequent to the quarter end, the Company secured additional funding of $7 million in June 2021 (See note 15). The Company expects that the cash-on-hand (approximately $6 million) along with the additional funding of $7 million would be sufficient to fund its current operations and related capital expenditures before giving consideration to the additional cash inflow associated with the business combination with Peridot Acquisition

Page 6

Li-Cycle Corp.

Notes to the condensed consolidated interim financial statements

Three and six months ended April 30, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

Corp. (NYSE: PDAC), through which the Company is expected to receive approximately US$580 million in gross transaction proceeds. As a result, after considering all relevant information, including its actions completed to date and its future plans, management has concluded that there are no material uncertainties related to events or conditions that may cast significant doubt upon the Company’s ability to continue as a going concern for a period of 12 months from the date these condensed consolidated interim financial statements are available to be issued.

The estimates used by management in reaching this conclusion are based on information available as of the date these condensed consolidated interim financial statements were authorized for issuance and include internally generated cash flow forecasts. Accordingly, actual results could differ from these estimates and resulting variances may be material to management’s assessment.

2.	Significant accounting policies

(a)

Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) under International Accounting Standard (IAS) 34 – Interim Financial Reporting. Except as described below, these financial statements were prepared using the same basis of presentation, accounting policies and methods of computation as outline in Note 2, Significant accounting policies in the Company’s consolidated financial statements for the year ended October 31, 2020. These financial statements do not include all the notes required in annual financial statements.

These condensed consolidated interim consolidated interim financial statements were approved and authorized for issue by the Board of Directors on August 10, 2021.

(b)

Basis of consolidation

These condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. The Company’s three subsidiaries are entities controlled by the Company. Control exists when the Company has power over an investee, when the Company is exposed, or has rights, to variable returns from the investee and when the Company has the ability to affect those returns through its power over the investee. The subsidiaries are included in the condensed consolidated interim financial results of the Company from the effective date of incorporation up to the effective date of disposition or loss of control. The Company’s principal subsidiaries and their geographic location as at April 30, 2021 was as follows:


Company	Location		Ownership interest
Li-Cycle Inc.		Delaware, U.S.		100	%
Li-Cycle North America Hub, Inc.		Delaware, U.S.		100	%
Li-Cycle Holdings Corp.		Ontario, Canada		100	%

Intercompany transactions, balances and unrealized gains/losses on transactions between the Company and its subsidiary are eliminated.

(c)

Basis of preparation

Change in Functional Currency: Prior to November 1, 2020, the Company had determined its functional currency was the Canadian dollar on the basis that its operating expenditures, capital expenditures and financing were primarily denominated in Canadian dollars. With increasing volume of operations, new contracts with US based suppliers, commencement of operations at its US Spoke and increasing capital expenditures in its US facilities, the

Page 7

Li-Cycle Corp.

Notes to the condensed consolidated interim financial statements

Three and six months ended April 30, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

Company’s operating expenditures are becoming predominantly denominated in US dollars. Additionally, due to the increase in US dollar expenses and its expansion plans in the US, the Company has obtained, and plans to continue to seek, financing in US dollars. As a result of the increasing activities in US dollars, the Company has changed its functional currency to the US dollars effective November 1, 2020.

Accordingly, beginning with the three month period ended January 31, 2021, the Company transitioned its functional and presentation currency to U.S. dollars. Transactions in currencies other than the U.S. dollar are recorded at the exchange rates on the dates of transactions. At the end of each reporting period, monetary assets and liabilities that are denominated in foreign currencies are translated at the closing rate on that date.

Comparative financial information for the 2020 fiscal periods was translated from Canadian dollars into U.S. dollars in accordance with IAS 21 The Effects of Changes in Foreign Exchange Rates:

(i)

Assets and liabilities were translated at the closing rate at end of each reporting period;

(ii)

Items recognized in the statement of loss and comprehensive loss were translated at the exchange rate at the time of transaction;

(iii)

Equity items have been translated using the historical rate at the time of transaction;

(iv)

All resulting exchange differences were recognized in other comprehensive loss.

Page 8

Li-Cycle Corp.

Notes to the condensed consolidated interim financial statements

Three and six months ended April 30, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

3.	Accounts receivable


	April 30, 2021		October 31, 2020
	$		$
Trade receivables		1,470,119		571,300
Harmonized Sales Taxes receivable		281,486		274,998
Other receivables		—		43,931

		1,751,605		890,229

For product sales, the Company estimates the amount of consideration to which it expects to be entitled under provisional pricing arrangements. The amount of consideration for black mass and mixed copper/aluminum sales is based on the mathematical product of: (i) market prices of the constituent metals at the date of settlement, (ii) product weight, and (iii) assay results (ratio of the constituent metals initially estimated by management and subsequently trued up to customer confirmation). Certain adjustments like handling and refining charges are also made per contractual terms with customers. Depending on the contractual terms with customers, the payment of receivables may take up to 12 months from date of shipment. Product sales and the related trade accounts receivables are measured at fair value at initial recognition and are re-estimated at each reporting period end using the market prices of the constituent metals at the respective measurement dates. Changes in fair value are recognized as an adjustment to profit and loss and the related accounts receivable. For the three months ended April 30, 2021, the fair value loss arising from changes in estimates was $107,535. For the six months ended April 30, 2021, the fair value gain arising from changes in estimates was $167,982 (three and six months ended April 30, 2020: Nil).

An insignificant portion of the receivables relate to services revenue which are initially measured at fair value and subsequently at amortized cost. For the period ended April 30, 2021 and 2020, the Company has assessed an allowance for credit loss of $nil for service-related receivables based on its past experience, the credit ratings of its existing customers and economic trends.

4.	Prepayments and deposits


	April 30, 2021		October 31, 2020
	$		$
Prepaid lease deposits		675,773		33,501
Prepaid transaction costs		3,767,657		—
Other Prepaids		806,278		930,450

		5,249,708		963,951

5.	Inventory


	April 30, 2021		October 31, 2020
	$		$
Raw material		99,222		140,419
Finished goods		684,468		39,575

		783,690		179,994

Page 9

Li-Cycle Corp.

Notes to the condensed consolidated interim financial statements

Three and six months ended April 30, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

The cost of inventories recognized as an expense during the three and six month ended April 30, 2021 was $1,309,159 and $2,490,731, respectively (three and six months ended April 30, 2020: $169,664 and $202,543).

The cost of inventories recognized as an expense during the three months ended April 30, 2021 includes a write down of $697,811 for finished goods and $nil for raw materials (three months ended April 30, 2020: $nil for finished goods and $nil for raw materials) in respect of write-downs of inventory to net realizable value. Net realizable value of inventory is calculated as the estimated consideration under provisional pricing arrangements (as described in Note 3) less the estimated cost of completion and the estimated costs necessary to make the sale.

6.	Plant and equipment


	Plant			Storage						Leasehold
	equipment			containers			Vehicles			improvements			Total
	$			$			$			$			$
Cost
At October 31, 2020		4,434,874			67,619			157,604			1,577,201			6,237,298
Additions		6,239,608						56,554			1,804,836			8,100,998
Disposals		—			—			(40,323	)		—			(40,323	)

At April 30, 2021		10,674,482			67,619			173,835			3,382,037			14,297,973

Accumulated depreciation
At October 31, 2020		(474,658	)		(7,410	)		(24,827	)		(127,823	)		(634,718	)
Depreciation expensed		(202,842	)		(1,419	)		(6,740	)		(86,725	)		(297,726	)
Depreciation capitalized into Inventory		(273,692	)		(1,950	)		(9,622	)		(122,727	)		(407,991	)
Disposals		—			—			10,058			—			10,058

At April 30, 2021		(951,192	)		(10,779	)		(31,131	)		(337,275	)		(1,330,377	)

Carrying amounts
At October 31, 2020		3,960,216			60,209			132,777			1,449,378			5,602,580
At April 30, 2021		9,723,290			56,840			142,704			3,044,762			12,967,596

At April 30, 2021, $ 4,812,545 of the plant equipment was under construction (October 31, 2020: $1,919,465).

The depreciation expense displayed on the statement of loss and comprehensive loss is the net depreciation expensed, excluding the depreciation capitalized into inventory in the table above.

Page 10

Li-Cycle Corp.

Notes to the condensed consolidated interim financial statements

Three and six months ended April 30, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

7.	Right-of-use assets


	Premises			Equipment			Total
	$			$			$
Cost
At October 31, 2020		4,354,001			113,809			4,467,810
Additions & modifications		12,866,854			19,960			12,886,814
At April 30, 2021		17,220,855			133,769			17,354,624

Accumulated depreciation
At October 31, 2020		(592,153	)		(16,569	)		(608,722	)
Depreciation expensed		(211,005	)		(7,375	)		(218,380	)
Depreciation capitalized into Inventory		(201,770	)		(7,132	)		(208,902	)

At April 30, 2021		(1,004,928	)		(31,076	)		(1,036,004	)

Carrying amounts
At October 31, 2020		3,761,848			97,240			3,859,088

At April 30, 2021		16,215,927			102,693			16,318,620

The average lease term is 5 years.

The depreciation expense displayed on the statement of loss and comprehensive loss is the net depreciation expensed, excluding the depreciation capitalized into inventory in the table above.

8.	Loans Payable

BDC Loan

Other
Loans

Total

Balance at October 31, 2020

2,174,540

73,338

2,247,878

Proceeds from loans payable

3,091,220

3,091,220

Repayment of loans payable

(680,795

)

(33,946

)

(714,741

)

Foreign exchange gain or loss

333,153

3,853

337,006

Balance at April 30, 2021

4,918,118

43,245

4,961,363

(i)

BDC Capital Loan

On December 16, 2019, the Company entered into a binding agreement with BDC Capital Inc. for a secured loan of Canadian dollars (C$7 million) to help finance the expansion plans of the Company (the “BDC Capital Loan”), which is to be distributed in up to three tranches, with the second and third tranches to be distributed based on the achievement of certain milestones by the Company. Pursuant to the BDC Capital Loan, each of the Company and Li-Cycle Inc. have entered into general security agreements with BDC Capital Inc. granting the lender a general security interest over all assets of the Company and Li-Cycle Inc., respectively. In addition, Li-Cycle Inc. has guaranteed the Company’s obligations under BDC Capital Loan under a guaranteed agreement. The maturity date of the BDC Capital Loan is December 14, 2023. The base rate of interest is 16% per annum, paid monthly, plus additional accrued interest of 3% that can be reduced to 0% based on the achievement of certain milestones by the Company. Principal payments began on the first anniversary date of the loan and are being made at C$175,000 per month with a balloon payment of C$700,000 at maturity. As of April 30, 2021, a total of C$875,000 has been repaid.

On February 10, 2020, the Company received the first tranche of the BDC Capital Loan for C$3 million. Transaction costs associated with the loan amounted to C$121,861 and were deducted from the loan balance.

Page 11

Li-Cycle Corp.

Notes to the condensed consolidated interim financial statements

Three and six months ended April 30, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

On November 2, 2020, the Company received the second tranche of the BDC Capital Loan for C$2,000,000 upon the completion of the milestone for such additional funding.

On April 7, 2021, the Company received the third tranche of the BDC Capital Loan for C$2,000,000 upon the completion of the milestone for such additional funding.

9.	Share capital

Authorized share capital

The Company is authorized to issue an unlimited number of voting common shares, Class A non-voting common shares, preference shares and Class A preferred shares, in each case without par value. All issued shares are fully paid.

Between December 20 and December 27, 2019, the Company completed a non-brokered private placement and issued 159,294 common shares for proceeds of $6,481,381 at $40.05 per share.

On December 27, 2019, a convertible debenture was converted to 13,436 common shares representing proceeds of $492,409.

On November 13, 2020, the Company completed a private placement with two entities to purchase 281,138 Class A preferred shares at a price of $81.81 per share, for total proceeds of $23,000,000 and incurred transaction fees of $1,380,000.

On January 25, 2021, the Company issued 12,000 shares as full and final satisfaction of all obligations under a consulting agreement for services the Company received up to May 2020.

Long-term incentive plans

Stock options

The Company has a stock option plan (the “Plan”) approved by the Company’s shareholders that allows it to grant stock options, subject to regulatory terms and approval, to its officers, directors, employees and service providers. This Plan was effective from September 2017 through October 31, 2019.

Each stock option converts into one common share of the Company on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry. Options are exercisable at a price equal to the average market price of the Company’s common shares on the date of grant. The vesting period is one-third on the first-year anniversary of the grant, and one-third every consecutive year thereafter. If the options remain unexercised after a period of 5 years from the date of grant, the options expire. Options are forfeited if the recipient terminates their contract with the Company before the options vest.

On November 1, 2019, the Company adopted a new Long Term Incentive Plan (the “LTIP”) approved by the Company’s shareholders that allows it to grant stock options, restricted share units, deferred share units, stock appreciation rights, and other forms of equity compensation, subject to regulatory terms and approval, to its officers, directors, employees and service providers.

For stock options issued under the LTIP, each stock option converts into one common share of the Company on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry. Options are exercisable at a price equal to the fair market value of the Company’s common shares on the date of grant. The vesting period is one-third on the first-year anniversary of the grant, and one-third every consecutive year thereafter. If the options remain unexercised after a period of 10 years from the date of grant, the options expire. Options are forfeited if the recipient terminates their contract with the Company before the options vest.

Page 12

Li-Cycle Corp.

Notes to the condensed consolidated interim financial statements

Three and six months ended April 30, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

A summary of activity under the Plan and the LTIP is as follows:


	Number of stock options			Weighted average exercise price per stock option $
Balance – October 31, 2020		133,500			15.35
Granted		31,750			84.27
Forfeited		(4,500	)		41.92

Balance – April 30, 2021		160,750			29.84

As at April 30, 2021, 80,713 of the stock options (October 31, 2020: 62,773) were exercisable.

A summary of outstanding stock options is as follows:


	Number of stock options		Exercise price $
Expiration dates
September 11, 2022		30,000		0.66
April 10, 2023		20,000		0.66
April 10, 2023		8,320		14.68
April 1, 2024		8,500		14.68
July 17, 2024		33,180		14.68
December 16, 2029		2,500		43.42
April 21, 2030		14,500		43.42
July 19, 2030		12,000		43.42
November 30, 2030		16,000		87.29
February 11, 2031		15,750		87.29

		160,750

The Company recognized total expenses of $263,214 and $404,443 related to equity-settled share-based compensation during the three and six months ended April 30, 2021 (three and six months ended April 30, 2020: $38,684 and $74,632).

The fair value of the stock options granted during the six months ended April 30,2021 was determined to be $1,876,664 (six months ended April 30, 2020: $528,046) using the Black-Scholes Merton option pricing model. The assumptions used in the stock option pricing model were as follows:


Risk free interest rate	0.46	%
Expected life of options	10 years
Expected dividend yield	0.0	%
Expected stock price volatility	65	%
Expected forfeiture rate	0.0	%

Expected volatility was determined by calculating the average historical volatility of a group of listed entities that are considered similar in nature to the Company.

During the periods ended April 30, 2021 and 2020, no stock options were exercised.

Page 13

Li-Cycle Corp.

Notes to the condensed consolidated interim financial statements

Three and six months ended April 30, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

Restricted share units

Under the terms of the LTIP, restricted share units have been issued to executives and directors. The RSUs vest immediately and are exercisable upon issuance. The RSUs represent the right to receive a distribution from the Company in an amount equal to the fair market value of an ordinary share of the Company at the time of distribution. The RSUs can be settled in shares, cash, or any combination of shares and cash, at the option of the holder. The Company granted 7,319 RSUs to certain key executives and recognized share-based compensation expense of $604,942 in the six months ended April 30, 2021 (six months ended April 30, 2020: grant of 2,182 units, expense of $88,425). The Company has recorded a liability of $2,750,160 as at April 30, 2021 (October 31, 2020: $171,849) that represents the fair value of the RSUs outstanding and has recorded fair value loss of $1,924,346 for the six months ended April 30, 2021 (six months ended April 30, 2020: $nil).

10.

Financial instruments and financial risk factors

Fair values

The Company’s financial instruments consist of cash, accounts receivables, accounts payable and accrued liabilities, loans payable, convertible debt and the conversion feature of the convertible debt. The fair values of the cash, trade receivables, accounts payable and accrued liabilities approximate their carrying amounts because of their current nature.

Fair value hierarchy levels 1 to 3 are based on the degree to which the fair value is observable:

•

Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

•

Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

•

Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There were no transfers between the levels during the current or prior year.

The Company’s financial assets measured at fair value on a recurring basis were calculated as follows:


	Balance $		Quoted prices in active markets for identical assets (Level 1) $		Significant other observable inputs (Level 2) $		Significant unobservable inputs (Level 3) $
As at April 30, 2021
Accounts receivable		1,751,605		—		1,751,605		—

	1,751,605		—		1,751,605		—

As at October 31, 2020
Accounts receivable		890,229		—		890,229		—

	890,229		—		890,229		—

See note 3 above for additional details related to measurement of accounts receivable. The Company’s financial liabilities measured at fair value on a recurring basis were calculated as follows:

Page 14

Li-Cycle Corp.

Notes to the condensed consolidated interim financial statements

Three and six months ended April 30, 2021 and 2020

(Unaudited - expressed in U.S. dollars)


	Balance $		Quoted prices in active markets for identical assets (Level 1) $		Significant other observable inputs (Level 2) $		Significant unobservable inputs (Level 3) $
As at April 30, 2021
Restricted share units		2,750,160		—		2,750,160		—

		2,750,160		—		2,750,160		—

As at October 31, 2020
Restricted share units		171,849		—		171,849		—

		171,849		—		171,849		—

Currency risk

It is management’s opinion that the Company is not exposed to significant currency risk as its cash is denominated in both Canadian and U.S. dollars and funds its operations accordingly.

Interest rate risk

Interest rate risk is the risk arising from the effect of changes in prevailing interest rates on the Company’s financial instruments. The Company is not exposed to significant interest rate risk, as it has no variable interest rate debt.

Credit, liquidity, and market risks

Credit risks associated with cash are minimal as the Company deposits majority of its cash with a large Canadian financial institution. The Company’s credit risks associated with receivables are managed and exposure to potential loss is assessed as minimal. Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the Company’s short-term, medium and long-term funding and liquidity requirements. Market risks associated with short-term investments are assessed as minimal as they are considered short -term in nature.

Capital risk management

The Company manages its capital to ensure that entities in the Company will be able to continue a going concern while maximizing the return to shareholders through the optimization of the debt and equity balance.

The capital structure of the Company consists of net debt (borrowings after deducting cash and bank balances) and equity of the Company (comprising issued share capital, contributed surplus and accumulated deficit as disclosed in Note 9).

The Company is not subject to any externally imposed capital requirements. The Company’s Board of Directors reviews the capital structure on a semi-annual basis. As part of this review, the Board considers the cost of capital and the risks associated with each class of capital.

Page 15

Li-Cycle Corp.

Notes to the condensed consolidated interim financial statements

Three and six months ended April 30, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

11.

Lease liabilities

The Company has the following lease liabilities as of April 30, 2021.


Maturity analysis Undiscounted	Year 1 $		Year 2 $		Year 3 $		Year 4 $		Year 5 $		Thereafter $		Total $
Premises		1,599,259		2,815,029		2,685,859		2,470,462		2,266,373		12,875,421		24,712,403
Equipment		44,515		29,324		25,470		25,470		13,298		—		138,077

Total		1,643,774		2,844,353		2,711,329		2,495,932		2,279,671		12,875,421		24,850,480

Lease liabilities

Discounted

Current
$

Non-Current
$

Total
$

Premises

823,844

15,335,516

16,159,360

Equipment

33,537

78,598

112,135

Total

857,381

15,414,114

16,271,495

The Company’s lease obligations include leases for plant operations, storage facilities, and office space for employees. In the six months ended April 30, 2021, the company has added 4 new premises leases, 1 new equipment lease and modified 2 leases.

12.

Commitments

The Company is committed to director and consulting fees of $180,000 (Year ended October 31, 2020: $181,000) in total per year to six directors and Advisory Board members, until cancellation of their respective agreements, which requires notice of 30 days by either party.

As of April 30, 2021, there were approximately $4.6 million in committed purchase orders that the Company is in various stages of executing (Year ended October 31, 2020: $4.2 million).

13.

Loss per share


	Three months ended April 30,						Six months ended April 30,
	2021			2020			2021			2020
Net loss	$	(7,848,142	)	$	(1,686,928	)	$	(14,693,465	)	$	(3,031,482	)
Weighted average number of ordinary shares		2,381,871			2,088,733			2,361,679			2,036,047

Basic and diluted loss per share	$	(3.29	)	$	(0.81	)	$	(6.22	)	$	(1.49	)

Adjustments for diluted loss per share were not made for the three and six months ended April 30, 2021 and 2020 as they would be anti-dilutive in nature. The following potential common shares are anti-dilutive and are therefore excluded from the weighted average number of common shares for the purpose of diluted earnings per share:


	Three months ended April 30,				Six months ended April 30,
	2021		2020		2021		2020
Stock options		160,750		117,000		160,750		117,000
Restricted share units		128,683		2,182		128,683		2,182

		289,433		119,182		289,433		119,182

Page 16

Li-Cycle Corp.

Notes to the condensed consolidated interim financial statements

Three and six months ended April 30, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

14.

Segment reporting

The consolidated financial data presented in these financial statements is reviewed regularly by the Company’s chief operating decision maker (“CODM”) for making strategic decisions, allocations resources and assessing performance, in consultation with the Board of Directors. The Corporation’s CODM is its Chief Executive Officer.

During the three and six months ended April 30, 2021, the Company operated in Canada and began operations in the United States. Management has concluded that the customers, and the nature and method of distribution of goods and services delivered, if any, to these geographic regions are similar in nature. The risks and returns across the geographic regions are not dissimilar; therefore, the Company operates as a single operating segment.

The following is a summary of the Company’s geographical information:


	Canada $		United States $		Total $
For the six months ended April 30, 2021
Revenue		1,205,384		69,240		1,274,624
Non-current assets		11,141,830		18,144,386		29,286,216
For the six months ended April 30, 2020
Revenue		141,301		—		141,301
Non-current assets		2,383,964		3,122,837		5,506,800
For the year ended October 31, 2020
Revenue		792,254		—		792,254
Non-current assets		3,395,049		6,066,619		9,461,668

For the three and six months ended April 30, 2021, one customer accounted for 65% and 85% of total revenue, respectively (three and six months ended April 30, 2020: 64% and 55%). This same customer accounted for 94% of accounts receivable at April 30, 2021 (October 31, 2020: 58%).

15.

Subsequent events

On June 16, 2021, Li-Cycle issued promissory notes (the “Notes”) for an aggregate principal amount of $7,000,000 as consideration for loans received from companies related to the Chief Executive Officer and the Executive Chairman of Li-Cycle, respectively. The Notes bear interest at the rate of 10% per annum and mature on December 15, 2023. The Notes are unsecured and subordinate to indebtedness owing to Li-Cycle’s senior lender, BDC Capital Inc. Li-Cycle has the option of prepaying all or any portion of the principal and accrued interest of the Notes prior to the maturity date without penalty, subject to certain conditions.

On July 20, 2021, Li-Cycle signed an agreement with BDC Capital Inc to repay the BDC Capital Loan in full, conditional upon the closing of Li-Cycle’s business combination with Peridot Acquisition Corp on August 10, 2021. Li-Cycle expects to pay BDC Capital Inc $5.3 million (C$6.6 million) to settle the BDC Capital Loan, including additional interest expense of $0.7 million (C$0.9 million).

On August 3, 2021, Li-Cycle entered into a ground lease agreement covering the future site of the Rochester Hub. The lease covers approximately 41 acres and has an original term of 20 years plus multiple renewal terms totalling 29 additional years. It also includes an option to purchase the land. The lease increases the Company’s contractual obligations by undiscounted cash flows of approximately $9.3 million over the original term of the lease.

Page 17

Li-Cycle Corp.

Notes to the condensed consolidated interim financial statements

Three and six months ended April 30, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

On August 10, 2021, in accordance with the plan of arrangement to reorganize Li-Cycle Corp., the Company finalized the business combination with Peridot Acquisition Corp. (NYSE: PDAC). Upon closing, the combined company was renamed Li-Cycle Holdings Corp.

Page 18

Exhibit 99.3

LI-CYCLE MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provide information which the management of Li-Cycle Corp. (“Li-Cycle” or the “Company”) believes is relevant to an assessment and understanding of Li-Cycle’s consolidated annual results of operations and financial condition and condensed consolidated interim results of operations and financial condition. This discussion and analysis should be read together with the audited historical consolidated financial statements, unaudited historical condensed consolidated interim financial statements and related notes that are included elsewhere in this Canadian Prospectus, including the U.S. Prospectus. This discussion and analysis should also be read together with Li-Cycle’s pro forma consolidated financial information in the section in this Canadian Prospectus entitled “Unaudited Pro Forma Consolidated Financial Information.” In addition to historical financial information, this discussion and analysis contains forward looking statements based upon current expectations that involve risks, uncertainties and assumptions. For more information about forward-looking statements, see the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” or elsewhere in this Canadian Prospectus, including the U.S. Prospectus.

Li-Cycle’s financial statements have been prepared in accordance with IFRS. All amounts are in U.S. dollars except as otherwise indicated. For more information about the basis of presentation of Li-Cycle’s financial statements, see the section entitled “Basis of Presentation.”

Certain figures, such as interest rates and other percentages included in this discussion and analysis, have been rounded for ease of presentation. Percentage figures included in this discussion and analysis have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this discussion and analysis may vary slightly from those obtained by performing the same calculations using the figures in Li- Cycle’s financial statements or in the associated text. Certain other amounts that appear in this section may similarly not sum due to rounding.

This management’s discussion and analysis is dated as of August 10, 2021.

Company Overview

Li-Cycle was until 2020 a development stage company with no commercial revenues. For the year ended October 31, 2020, Li-Cycle’s revenue was $0.8 million and it recorded a net loss of $9.3 million. For the three and six months ended April 30, 2021, Li-Cycle’s revenue was $0.3 million and $1.3 million, respectively, and it recorded a net loss of $7.8 million and $14.7 million, respectively.

To date, Li-Cycle has financed its operations primarily through: (i) private placements of Li-Cycle Common and Preferred Shares; (ii) a loan from BDC Capital Inc.; and (iii) various government funding initiatives.

Li-Cycle expects both its capital and operating expenditures will increase significantly in connection with Li-Cycle’s ongoing activities, as Li-Cycle:

•

completes the development and construction of the Rochester Hub;

•

completes the development and construction of the Arizona Spoke;

•

expands globally with the deployment of additional Spokes and Hubs, including through acquisitions and/or through joint ventures or other contractual arrangements;

•

continues to invest in its technology, R&D efforts and the expansion of its intellectual property portfolio;

•

increases its investment in logistics infrastructure for transportation of intermediate products from Spokes to Hubs;

•

obtains, maintains and improves its operational, financial and management information systems;

•

hires additional personnel; and

•

operates as a public company.

The Business Combination and Public Company Costs

On February 15, 2021, Peridot entered into the Business Combination Agreement with Li-Cycle and Newco pursuant to which:

•

prior to the Closing Date, Peridot will continue as a corporation existing under the laws of the Province of Ontario, and in connection therewith, the Class A Shares, the Class B Shares and the warrants to purchase Class A Shares, in each case, issued and outstanding immediately prior to the Continuance will convert into an equal number of Class A common shares, Class B common shares and warrants to purchase Class A common shares of Peridot Ontario;

•

following the Continuance and any forfeiture by the Sponsor of Class B common shares of Peridot Ontario, as described in the U.S. Prospectus under “Peridot Shareholder Proposal No. 1 – The Business Combination Proposal – Certain Agreements Related to the Business Combination – Sponsor Letter Agreement,” the Class B common shares will convert into Class A common shares of Peridot Ontario on a one-for-one basis; and

•

on the terms, subject to the conditions and in accordance with the sequencing set forth in the Arrangement, on the Closing Date: (i) Peridot Ontario and Newco will amalgamate, and in connection therewith, the Class A common shares and warrants to purchase Class A common shares of Peridot Ontario will convert into an equivalent number of Amalco Shares and Amalco Warrants, and the common share in Newco held by Li-Cycle will be exchanged for an Amalco Share; (ii) the Amalco Share held by Li-Cycle will be purchased for cancellation by Amalco for cash equal to the subscription price for the common share in Newco for which such Amalco Share was exchanged pursuant to the Amalgamation; (iii) the preferred shares of Li-Cycle will convert into Li-Cycle Shares; and (iv) Amalco will acquire all of the issued and outstanding Li-Cycle Shares from Li-Cycle’s shareholders (including Li-Cycle Shares issued upon exercise, cancellation, exchange or settlement of all issued and outstanding equity awards (whether vested or unvested), including pursuant to the Arrangement, but excluding any equity awards that will be cancelled and exchanged for equity awards of Amalco and remain outstanding on the day following the Closing Date) in exchange for Amalco Shares having an aggregate equity value of $975 million.

The Li-Cycle Arrangement Resolution was approved at the Company Shareholders Meeting held on April 22, 2021. In addition, on April 30, 2021 the Ontario Superior Court of Justice granted the Final Order approving the Arrangement (including certain non-material amendments to the Arrangement).

Upon the Closing, Li-Cycle will become a wholly-owned subsidiary of Amalco and Amalco will be named “Li-Cycle Holdings Corp.”

Accounting Treatment

The Business Combination will be accounted for as a reverse acquisition in accordance with IFRS. Under this method of accounting, Amalco (the continuing entity after the amalgamation of Li-Cycle Holdings Corp. and Peridot) will be treated as the “acquired” company for accounting purposes. Since Amalco does not meet the definition of a business under IFRS, net assets of Amalco will be stated at historical cost, with no goodwill or other intangible assets recorded.

Li-Cycle Corp. has been determined to be the accounting acquirer based on an evaluation of the following facts and circumstances, and accordingly the Business Combination is treated as an equivalent to an acquisition of Peridot accompanied by a recapitalization.

•

Li-Cycle’s existing shareholders will have the greatest voting interest in the combined entity relative to other shareholders (including following the redemptions discussed below under “Liquidity and Capital Resources – Sources of Liquidity”);

•

the largest individual minority shareholder of the combined entity is an existing shareholder of Li-Cycle;

•

Amalco’s senior management will be the senior management of Li-Cycle;

•

Li-Cycle is the larger entity based on historical total assets and revenues; and

•

Li-Cycle’s operations will comprise the ongoing operations of Amalco.

Upon consummation of the Business Combination and the closing of the PIPE Financing, the most significant change in Li-Cycle’s future reported financial position and results of operations is expected to be an estimated increase in cash and cash equivalents (as compared to Li-Cycle’s balance sheet at April 30, 2021) of approximately $537.4 million, including $315.0 million in gross proceeds from the PIPE Financing by the PIPE Investors. Total direct and incremental transaction costs of Peridot and Li-Cycle are estimated at approximately $44 million, a portion of which will be treated as a reduction of the cash proceeds and deducted from Amalco’s additional paid-in capital and a portion of which will be treated as an expense on Amalco’s statement of operations. See the section in this Canadian Prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

As a consequence of the Business Combination, Amalco will become the successor to an SEC-registered and NYSE-listed company which will require Amalco to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. Amalco expects to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting, legal and administrative resources, including increased audit and legal fees.

Current Situation with Regards to COVID-19

In late 2019, a novel strain of coronavirus, now referred to as COVID-19, was identified in China. The virus has spread globally, resulting in governmental authorities implementing protective measures, such as travel restrictions, quarantines, shelter in place orders and shutdowns, in order to contain its spread and reduce its impact. This pandemic has significantly disrupted economies around the world.

COVID-19 continues to have a materially adverse impact in North America. The United States is one of the largest markets for lithium-ion battery recycling. The continuous spread of COVID-19 has caused lockdowns and shutdowns of manufacturing facilities. Therefore, many industry sectors, including automotive sector, have been negatively impacted and continue to be unable to produce vehicles at capacity. The continued impact of COVID-19 on manufacturing production may lead to less demand for lithium-ion batteries, impacting the resulting contribution of batteries and battery-related scrap material to the recycling market over the short-to-medium term.

Li-Cycle’s operations have been impacted by the COVID-19 pandemic. Because Li-Cycle’s operations have been considered an essential service in both Canada and the United States, Li-Cycle’s plants have continued operations during the pandemic, albeit with the implementation of appropriate measures to ensure employee safety. Li-Cycle shut down its commercial headquarters in March 2020 and has enforced a work-from-home mandate since that time. The Kingston spoke experienced some battery supply related issues in the second fiscal quarter of 2021 due to COVID-19 related shutdowns in Ontario, Canada. In the coming months, and depending on government guidelines, Li-Cycle may re-open its office facilities but with a robust plan to ensure compliance with all recommended actions to ensure employee safety.

Comparability of Financial Information

Li-Cycle’s future results of operations and financial position may not be comparable to historical results as a result of the Business Combination and the factors provided below, among other things.

Key Factors Affecting Li-Cycle’s Performance

Li-Cycle believes that its performance and future success is dependent on multiple factors that present significant opportunities for Li-Cycle, but also pose risks and challenges, including those discussed below and in the section of the U.S. Prospectus entitled “Risk Factors.”

Availability of Lithium-Ion Batteries for Recycling

Li-Cycle is reliant on obtaining lithium-ion batteries for recycling through its supplier relationships contracts with suppliers. Li-Cycle currently has over 50 commercial contracts with suppliers of end-of-life lithium-ion batteries and battery-related manufacturing scrap and expects to attract new suppliers by differentiating itself due to the sustainability of Li-Cycle’s process and the robustness of its technology, which in turn enable Li-Cycle to offer competitive terms to suppliers. Li-Cycle expects its supply pipeline to grow as both existing suppliers will have growing volumes of batteries available for recycling due to the continuing trend toward EVs, and as it continues to source new additional supplier relationships. A decline in supply volume from existing contracts or an inability to source new supplier relationships could have a negative impact on Li-Cycle’s operating results.

Li-Cycle’s commercial supply contracts include leaders in the EV and lithium-ion battery ecosystem, including companies in consumer electronics, manufacturing scrap, energy storage, and auto OEMs/transportation. Li-Cycle has approximately 30% of the North American market share and has supply contracts with a total of over 50 customers—comprising of lithium-ion batteries and lithium-ion battery materials that derive 50% from consumer electronics, 29% from manufacturing scrap, 16% from auto OEMs / transportation, and 5% from energy storage systems.

On May 11, 2021, Li-Cycle announced its entry into an agreement with Ultium Cells LLC (“Ultium”), a joint venture between General Motors and LG Energy Solution, pursuant to which Li-Cycle will purchase and recycle up to 100% of the scrap generated by battery cell manufacturing at Ultium’s Lordstown, Ohio site.

Customer Demand for Lithium-Ion Recycled Raw Materials

Li-Cycle has entered into two agreements with Traxys covering off-take from its Spokes and Hubs. See the section in the U.S. Prospectus entitled “Information about Li-Cycle—Customer Agreements—Traxys”. Li-Cycle expects to enter into additional off-take customer agreements in the future.

Ability to Build Out Additional Facilities

Li-Cycle is confident in its ability to scale the business as currently planned. Li-Cycle has a market-leading position in North America through its two operational commercial Spokes in Kingston, Ontario, and Rochester, New York, and is developing its first commercial Hub in Rochester, New York. Li-Cycle has also announced its development and construction of its third Spoke in Gilbert, Arizona. Li-Cycle is also evaluating additional opportunities to scale its operations with a range of potential partners and expansion opportunities that may include acquisitions, joint ventures or other commercial arrangements in North America, Europe, and Asia. Li-Cycle’s continued growth and results of operations will be negatively impacted if it is unable to continue to scale its operations.

International operations, such as those we intend to establish, are subject to certain risks inherent in doing business abroad, including:

•

political, civil and economic instability;

•

corruption risks;

•

trade, customs and tax risks;

•

currency exchange rates and currency controls;

•

limitations on the repatriation of funds;

•

insufficient infrastructure;

•

restrictions on exports, imports and foreign investment;

•

increases in working capital requirements related to long supply chains;

•

changes in labour laws and regimes and disagreements with the labour force;

•

difficulty in protecting intellectual property rights; and

•

different and less established legal systems.

Expanding our business in international markets is an important element of our strategy and, as a result, our exposure to the risks described above may be greater in the future. The likelihood of such occurrences and their potential effect on our business and results of operations will vary from country to country and are unpredictable, but could have an adverse effect on our ability to execute our strategy and accordingly on our results of operations.

Commodity and Specialty Prices

The price Li-Cycle can charge for its end products is tied to commodity and specialty pricing for lithium, nickel, and cobalt, among others. This can lead to variability in revenues, but Li-Cycle believes the wide range of raw materials it produces results in a diversification effect that provides it with a natural hedge against significant variations in the commodity pricing related to a single product.

Regulatory Landscape

Li-Cycle is well-positioned to comply with heightened battery regulations across the globe. Li-Cycle holds all licenses currently required in connection with its technologies and operations. Li-Cycle has engaged a third-party consultant to work with a dedicated team across all Li-Cycle projects, supporting it with permitting, regulatory compliance, and keeping it apprised on all legal changes.

While competitors face challenges adapting to increasingly stringent environmental regulations, Li-Cycle’s technologies are sustainable, and attractive to a growing number of ESG-focused clients. Li-Cycle’s scalable, sustainable, safe and patented Spoke & Hub Technologies^™ enable an up to 95% Spoke Recycling Efficiency Rate, produce minimal solid waste or wastewater, zero impact air emissions from the process, and use far less energy than any other existing solutions. By contrast, other hydrometallurgical technologies often have significant water emissions and solid waste streams, while smelting or thermal processing typically involves burning of lithium-ion batteries that produces toxic emissions in the off-gas. The emissions caused by competitor methods present regulatory compliance challenges and complicates facility permitting. This provides a significant opportunity for Li-Cycle with a truly differentiated hydrometallurgical process.

Government mandates also continue to drive increased infrastructure spending and funding availability for the battery supply chain. In the United States, the Biden Administration has announced it will make a $2 trillion investment in infrastructure and the clean energy economy. Li-Cycle has built strong connections with various government agencies and expects to continue to build on these relationships to accelerate Li-Cycle’s growth.

Research and Development

Li-Cycle’s currently has a team of nine employees that conducts R&D from its facilities in Ontario, Canada.

Li-Cycle continues to conduct R&D centered on various aspects of its business. R&D work continues in support of its Rochester Hub project and Arizona Spoke project, specifically focused on continuous optimization of operating parameters and preparing for operations. Li-Cycle also continues to develop and evaluate new concepts with an eye to the future, including solid state battery processing and others related to both the Spoke & Hub Technologies^™.

Components of Results of Operations

Basis of Presentation

Li-Cycle’s consolidated financial statements have been prepared in accordance with IFRS. All amounts are in U.S. dollars except otherwise indicated. Currently, Li-Cycle conducts business through one operating segment. Li-Cycle was a pre-revenue company with no commercial operations until 2020. For more information about Li-Cycle’s basis of presentation, refer to Note 2 in the accompanying financial statements of Li-Cycle included in the U.S. Prospectus. Li-Cycle’s fiscal year end is October 31.

Revenue

Li-Cycle recognizes revenue from: (i) sales of products, which currently include three intermediate products, being black mass, mixed copper/aluminum and mixed plastics from Li-Cycle’s Spokes; and (ii) providing the service of recycling lithium-ion batteries, which includes coordination of logistics and destruction of batteries. Li-Cycle expects its sales of products to increase as a percentage of overall revenue, as more Spokes and Hubs become operational over time.

For product sales, revenue is recognized when control of the goods has transferred, meaning when the goods have been shipped to the customer’s location (delivery). A receivable is recognized by Li-Cycle when the goods are delivered to the customer, as this represents the point in time at which the right to consideration becomes unconditional, as passage of time is the only condition to payment becoming due. The revenue recognized is based on commodity prices at the time of delivery. Under Li-Cycle’s standard contract terms, customers do not have a right of return. The Company estimates the amount of consideration to which it expects to be entitled under provisional pricing arrangements. The amount of consideration for black mass and mixed copper/aluminum sales is based on the mathematical product of: (i) market prices of the constituent metals at the date of settlement, (ii) product weight, and (iii) assay results (ratio of the constituent metals initially estimated by management and subsequently trued up to customer confirmation). Certain adjustments like handling and refining charges are also made per contractual terms with customers. Depending on the contractual terms with customers, the payment of receivables may take up to 12 months from date of shipment. Product sales and the related trade accounts receivables are measured at fair value at initial recognition and are re-estimated at each reporting period end using the market prices of the constituent metals at the respective measurement dates. Changes in fair value are recognized as an adjustment to profit and loss and to the related accounts receivable.

Service revenue is recognized upon completion of each service. Prices for services are separately identifiable within each contract. A receivable is recognized by Li-Cycle when the services are completed as this represents the point in time at which the right to consideration becomes unconditional, as passage of time is the only condition to payment becoming due.

Expenses

Primary expense categories for Li-Cycle include employee salaries and benefits, consulting and professional fees, R&D and depreciation. As Li-Cycle continues to grow and expand internationally, Li-Cycle expects to incur additional expenses in connection with acquisitions, joint ventures and/or other commercial or contractual arrangements. Additional personnel expenses are also anticipated. The amount of consulting and professional fees Li-Cycle incurs and expects to incur is commensurate with the engineering requirements associated with the Rochester Hub project and Arizona Spoke project, as well as requisite expenses for legal and audit as Li-Cycle funds its operations and scales its internal systems and processes. R&D expenses reflect ongoing efforts by Li-Cycle to develop and expand its technology, and such costs are offset by any government funding for government funded projects.

Finance Costs/Interest Expense

Financing costs are typically applied against the gross proceeds of any capital raised, and in the case of debt, amortized over the term of such debt. Interest expense represents the actual cash interest costs incurred plus any accrued interest payable at a future date.

Results of Operations

Comparison of the three and six months ended April 30, 2021 and 2020


	Three months ended						$			%			Six months ended						$			%
	April 30,						Change			Change			April 30,						Change			Change
	2021			2020			Change			Change			2021			2020			Change			Change
	(dollar amounts in thousands, except share and per share data)
Revenues		257			82			175			213	%		1,275			141			1,133			802	%
Product sales		176			53			123			232	%		1,089			78			1,011			1294	%
Recycling Services		81			29			52			178	%		186			63			122			194	%
Operating expenses		5,631			1,645			3,986			242	%		12,889			3,064			9,825			321	%
Professional fees		520			373			148			40	%		2,919			663			2,256			340	%
Employee salaries and benefits, net		1,712			645			1,066			165	%		2,877			869			2,008			231	%
Raw materials, supplies, and finished goods		1,327			170			1,157			682	%		2,615			203			2,413			1191	%
Research and development, net		825			(53	)		877			-1669	%		1,352			263			1,089			414	%
Share-based compensation		263			39			225			580	%		1,009			163			846			519	%
Office and administrative		327			18			309			1703	%		619			70			549			790	%
Depreciation, net		242			210			33			16	%		516			389			127			33	%
Freight and shipping		141			42			99			234	%		432			63			370			589	%
Marketing		163			61			102			169	%		305			123			182			148	%
Plant facilities		72			102			(30	)		-30	%		158			164			(6	)		-4	%
Travel and entertainment		38			38			0			0	%		86			95			(9	)		-9	%
Other (income) expenses		2,475			124			2,351			1890	%		3,080			109			2,970			2724	%
Foreign exchange (gain) loss		359			24			335			1386	%		751			(35	)		786			-2223	%
Interest expense		192			122			70			57	%		406			176			230			131	%
Interest income		(1	)		(22	)		22			-98	%		(1	)		(31	)		30			-96	%
Fair value loss on restricted share units		1,924			—			1,924			100	%		1,924			—			1,924			100	%
Net loss		(7,848	)		(1,687	)		(6,161	)		365	%		(14,693	)		(3,031	)		(11,662	)		385	%
Foreign currency translation adjustment		0			(501	)					0	%		0			(526	)					0	%
Comprehensive loss		(7,848	)		(2,188	)		(5,660	)		259	%		(14,693	)		(3,558	)		(11,136	)		313	%
Basic and diluted loss per share		(3.29	)		(0.81	)		(2.49	)		308	%		(6.22	)		(1.49	)		(4.73	)		318	%
Weighted average number of common shares outstanding		2,381,871			2,088,733			293,138			14	%		2,361,679			2,036,047			325,632			16	%

Revenue

Revenue reached $0.3 million and $1.3 million in the three and six months ended April 30, 2021, as compared to $0.08 and $0.14 million in the corresponding periods of 2020, respectively. The Revenue growth was attributable to increases in recycling services revenue and product sales, in each case primarily as a result of the Kingston Spoke beginning to process meaningful quantities of batteries and battery scrap. Revenues from recycling services were approximately $0.1 million and $0.2 million, respectively, while revenues from product sales were approximately $0.2 million and $1.1 million, respectively, for the three- and six-month periods ended April 30, 2021. Product sales in the second quarter of fiscal 2021 were lower than the first quarter of fiscal 2021 due to temporary supply-side logistical issues due to COVID related shutdowns as well as changes in provisional pricing estimates. While the Rochester Spoke became operational in December 2020, Li-Cycle is commencing its product off-take to a new customer and has not yet realized significant revenue from that Spoke.

Expenses

For the three and six months ended April 30, 2021, operating expenses increased by 242% and 321%, respectively, when compared to the corresponding periods of 2020, as Li-Cycle scaled up its operations in North America. The increases in personnel costs of $1.1 million and $2.0 million for the three- and six-month periods ended April 30, 2021, respectively, reflect the ramp up of operations of the Kingston Spoke and the start-up phase of the Rochester Spoke. The increases in raw materials and supplies of $1.2 million and $2.4 million, respectively, are mainly a result of inventory write downs due to higher unit costs during the ramp-up phase of Spoke operations. The period-to-period increases in R&D expenditure are primarily due to the fact that research and development expenses in 2020 were largely funded by government grants, the amortization of which offset the applicable R&D expense for accounting purposes. The amortization of government grants in the three and six months ended April 30, 2020 totaled $0.7 million and $1.1 million, respectively, and did not recur in the 2021 comparative periods. The level of consulting and professional fees is commensurate with the engineering requirements associated with the Rochester Hub project, as well as requisite legal and audit expenses for raising capital to execute Li-Cycle’s growth plan, including completion of the Business Combination.

Other (Income) Expenses

Other expenses were $2.5 million and $3.1 million in the three and six months ended April 30, 2021, respectively. The increase as compared to the corresponding 2020 periods was mainly a result of a fair value loss on restricted share units, interest expenses on the loans payable and lease liabilities as well as foreign exchange losses.

Capital Projects

Arizona Spoke

In March 2021, Li-Cycle announced the development and construction of the Arizona Spoke. Li-Cycle expects the Arizona Spoke to have a nominal recycling capacity of 10,000 tonnes per year, bringing Li-Cycle’s total recycling capacity to 20,000 tonnes per year. While the Company’s Kingston Spoke and Rochester Spoke each operate a single battery recycling line with capacity of 5,000 tonnes per year, the Arizona Spoke will operate two battery recycling lines totaling 10,000 tonnes per year. Each Spoke recycling line is constructed in a modular format and subsequently installed at the designated site.

The Phoenix metropolitan area is strategically located close to Li-Cycle’s existing battery and battery scrap supply network, as well as being at the nexus of where Li-Cycle expects there will be continued growth of lithium-ion batteries available for recycling due to the growing EV industry in Arizona, Nevada and other western States.

Li-Cycle expects to invest approximately $20 million in the aggregate to construct, commission and commence operations at the Arizona Spoke.

The Arizona Spoke project is currently in the detailed engineering and facility construction stage. Li-Cycle expects that the detailed engineering and facility construction will be completed by the end of 2021, at a cost of approximately $4 million. Li-Cycle expects the first processing line at its Arizona Spoke to be constructed, commissioned and commence operations in 2022, at an estimated cost of approximately $8 million in addition to the $4 million of expenses during the engineering and facility construction phase. Li-Cycle expects the second processing line to be constructed, commissioned and commence operations in 2023, at an estimated cost of approximately $8 million. As of April 30, 2021, Li-Cycle had spent $0.8 million on detailed engineering and facility-related expenditures in connection with the Arizona Spoke.

The principal regulatory and other approvals required to develop and construct the Arizona Spoke consist of a conditional use permit required by the Town of Gilbert, Arizona and environmental permits required by the Arizona Department of Environmental Quality and the Maricopa County Air Quality Department, all of which are expected to be filed and completed by the end of 2021. Under the U.S. Resource Conservation and Recovery Act, Li-Cycle is required to obtain a permit for battery storage and processing, which Li-Cycle intends to do in 2022.

Rochester Hub

Li-Cycle’s first revenue-generating Hub will be located in Rochester, New York, and is currently in late stage development. The location for the Rochester Hub was specifically selected due to the nature of the infrastructure available at the site, including utilities, logistics, and other physical infrastructure. Li-Cycle’s pre-feasibility study for the Rochester Hub provides that the facility would have the capacity to process 25,000 tonnes of black mass annually (equivalent to approximately 60,000 tonnes of lithium-ion battery feed equivalent annually). Based on the pre-feasibility study, Li-Cycle expects that the Rochester Hub would require an estimated investment of at least $175 million (+/-30%, based on the scope as at the pre-feasibility study).

The Rochester Hub is currently in the definitive engineering phase. As the Rochester Hub project has progressed through the definitive engineering phase, Li-Cycle has identified a range of potential scope additions, covering items such as infrastructure tie-ins and systems to achieve zero liquid discharge from the plant. Li-Cycle is also pursuing optimization strategies throughout the definitive engineering phase, including in response to market developments (such as increasing EV battery manufacturing volumes in North America and trends around battery chemistries in EV applications), which could lead to potential changes in the scope of the project. The ultimate scale of and investment in the Rochester Hub may be significantly greater than 25,000 tonnes per annum and $175 million (+/-30%), respectively, set forth in the pre-feasibility study.

Li-Cycle expects to spend approximately $10 million on definitive engineering for the Rochester Hub, with completion of the definitive engineering phase expected to occur in late 2021. As of April 30, 2021, Li-Cycle had spent $4.6 million on the definitive engineering phase for the Rochester Hub. Pending the completion of definitive engineering, final project and budget approvals by Li-Cycle’s board of directors, and the receipt applicable regulatory and other approvals, Li-Cycle expects construction at the Hub site to begin in late 2021, with operations commencing in early 2023.

The anticipated principal regulatory and other approvals required to develop and construct the Rochester Hub consist of: a special use permit, site plan approval, subdivision approval and special permit from the Town of Greece, New York, including the related New York State Environmental Quality Review Act process; and permits for air emissions, storm water discharge and chemical bulk storage granted by the New York State Department of Environmental Conservation.

Additional Spokes

Li-Cycle plans to develop additional Spokes over the next five years in North America (including the Arizona Spoke), Europe and the Asia-Pacific region (including China). In furtherance of these plans, Li-Cycle opened a new Spoke Fulfillment Centre in Kingston, Ontario in July 2021 where Li-Cycle will fabricate and assemble on a custom basis machinery and equipment for future Spoke recycling lines. These assembled lines will be modular and able to be shipped to, and installed at, the relevant Spoke site.

Li-Cycle expects its initial European Spoke to have an annual throughput capacity of 5,000 tonnes of lithium-ion battery equivalent. In Europe, Li-Cycle is engaged in discussions with potential battery feedstock suppliers to identify both sources of supply and strategic locations for future Spokes. With the assistance of a third-party consultant, Li-Cycle is currently assessing locations in several European countries, with a view to identifying and leasing an appropriate site for, and constructing and commissioning, its initial European Spoke in 2022. The process of identifying an appropriate location takes into account a variety of other factors, including utilities, logistics, and other physical infrastructure. Upon selecting a site for its initial European Spoke, Li-Cycle expects to incur expenses in connection with the site lease, detailed engineering, facility construction and local site plan and environmental permit approvals. Li-Cycle estimates that the aggregate cost of identifying and leasing a site for, and constructing and commissioning, Li-Cycle’s initial European Spoke will be approximately $10.0 million.

In the Asia-Pacific region (including China), Li-Cycle’s strategy is to develop Spokes together with local joint venture partners. Li-Cycle intends to establish an initial Spoke in China in 2022, with an expected annual throughput capacity of 5,000 tonnes of lithium-ion battery equivalent. To further this initiative, in July 2021, Li-Cycle appointed Dawei Li as its new Vice President, Asia. Prior to joining Li-Cycle, Mr. Li most recently served as the Global Business Director for lithium carbonate at the Albemarle Corporation, where he developed the battery grade strategy and executed on business development plans in key regions. Li-Cycle is engaged in discussions with both potential joint venture partners and potential battery feedstock suppliers in the Asia-Pacific region to identify both sources of supply and strategic locations for future Spokes. Li-Cycle expects to incur expenses in connection with the negotiation of joint venture documentation, a site lease, detailed engineering, local site plan and environmental permit approvals and constructing and commissioning its initial China Spoke. Li-Cycle estimates that the aggregate cost of negotiating joint venture documentation and identifying and leasing a site for, and constructing and commissioning, Li-Cycle’s initial China Spoke will be approximately $10.0 million.

Liquidity and Capital Resources

Sources of Liquidity

Since inception, Li-Cycle has generally operated at a loss. It expects that as it completes its Rochester Hub and adds Spokes, it will be able to operate at a profit in future periods. However, in order to continue to fund the planned expansion of its business and maintain profitability in the future, Li-Cycle will need to secure additional debt or equity financing. Based on its pre-feasibility study, Li-Cycle has estimated the potential related expenditures and expenses of the Rochester Hub to be at least $175 million (+/- 30%, based on the scope as at the pre-feasibility study). The ultimate scale of and investment in the Rochester Hub may be significantly greater than 25,000 tonnes per annum and $175 million (+/-30%), respectively, set forth in the pre-feasibility study.

On February 16, 2021, Peridot announced the PIPE Financing, which is expected to raise $315 million of additional capital and close concurrently with the Business Combination. Li-Cycle currently expects that the net proceeds from the PIPE Financing, assuming the PIPE Financing is consummated, together with funds that will be available to it from the Trust Account, will be sufficient to fully fund the planned expansion of its business.

In connection with the shareholder meeting held by Peridot to approve the Business Combination, a total of 3,377,626 Class A Shares were redeemed by Peridot, resulting in a total redemption payment of approximately $33.8 million out of the Trust Account. After deducting the estimated expenses of the Business Combination of $44 million and such redemption payment, the net proceeds to Amalco from the PIPE Financing and the funds held in the Trust Account (collectively, the “Net Transaction Proceeds”) were approximately $537.4 million.

The Net Transaction Proceeds are expected to be used by Amalco as follows: (i) approximately $12 million to repay borrowings under the loan from BDC Capital Inc. and the promissory notes issued to corporations controlled by Li-Cycle’s Chief Executive Officer and Executive Chair, (ii) approximately $20 million to fund the development, construction and commissioning costs of the Arizona Spoke, (iii) at least $175 million to fund the development, construction and commissioning costs of the Rochester Hub, (iv) approximately $300 million to fund the development, construction and commissioning costs of 17 additional Spokes (for a total of 20 Spokes) and 3 additional Hubs (for a total of 4 Hubs) (such funding to be supplemented by cash flow from operations and capital contributions from third parties), (v) $10 million for research and development, and (vi) the remainder for working capital. Out of the 17 additional Spokes, 2 are expected to become operational by 2022, 12 are expected to become operational by 2023 and the remaining 3 are expected to become operational by 2024. The three additional Hubs are expected to become operational by 2024.

After completion of the Business Combination, Amalco may also require additional funds to the extent its plans change, if it elects to acquire complementary businesses or due to unforeseen circumstances. However, additional funds may not be available when Amalco needs them on terms that are acceptable to it, or at all.

Debt Obligations

On December 16, 2019, Li-Cycle entered into a binding agreement with BDC Capital Inc. for a loan of $5.3 million (Cdn. $7.0 million) to help finance the expansion plans of Li-Cycle. The maturity date of the loan is December 14, 2023 and will be funded in three tranches based on the achievement of specific milestones by Li-Cycle. The base rate of interest is 16% per annum, paid monthly, plus additional accrued interest in kind of 3% that can be reduced to 0% based on the achievement of certain milestones by Li-Cycle. Principal payments began on the first anniversary date of the loan and shall be made at $0.13 million (Cdn. $0.175 million) per month with a balloon payment of $0.5 million (Cdn. $0.7 million) at maturity. As of April 30, 2021, the BDC Capital Inc. loan balance was $4.9 million.

Cash Flows Summary

Presented below is a summary of Li-Cycle’s operating, investing, and financing cash flows for the periods indicated:


	Three months ended						Six months ended
	April 30,						April 30,
	2021			2020			2021			2020
	(in thousands)						(in thousands)
Cash flows used in operating activities	$	(4,616	)	$	(2,708	)	$	(11,322	)	$	(5,493	)
Cash flows used in investing activities		(3,931	)		(719	)		(6,752	)		(912	)
Cash flows from financing activities		1,059			2,574			23,736			9,208
Net change in cash	$	(7,487	)	$	(853	)	$	5,662		$	2,803

Cash Flows Used in Operating Activities

For the three and six months ended April 30, 2021 cash flows used in operating activities were approximately $4.6 million and $11.3 million, respectively, and in each case were primarily driven by the growth and commercialization of Li-Cycle’s operations, including headcount, ramp-up phase production costs at the Rochester Spoke, R&D, and consulting costs relating to the development of the Rochester Hub. The period over period increases in cash flows used in operating activities for the three- and six-month periods ended April 30, 2021 were primarily the result of an increase in operating expenses of $3.9 million and $9.8 million for those periods, respectively, partially offset by an increase in accounts payable and accrued liabilities in each period in 2021.

Cash Flows Used in Investing Activities

For the three and six months ended April 30, 2021, cash flows used in investing activities were primarily driven by the acquisition of equipment and leasehold improvements for the Rochester Spoke and upcoming Rochester Hub. For the three and six months ended April 30, 2020, cash flows used in investing activities were primarily for the Kingston Spoke.

Cash Flows from Financing Activities

Cash flows generated from financing activities in the three and six months ended April 30, 2021 related primarily to capital raising through the issuance of common shares and net proceeds from loans. In the three months ended April 30, 2021, Li-Cycle received a $1.6 million (Cdn. $2 million) loan advance from BDC Capital Inc., and made scheduled repayments of $0.4 million to BDC Capital Inc. The corresponding amount for the three months ended April 30, 2020 related to a loan advance of $2.3 million (Cdn. $3.0 million) from BDC Capital Inc. In the six months ended April 30, 2021, Li-Cycle received net proceeds of $21.6 million from a private placement of 281,138 class A shares in November 2020 and $3.1 million (Cdn. $4 million) from a loan advance from BDC Capital Inc. In the six months ended April 30, 2020, cash flows from financing activities related to Li-Cycle’s Series B round and loan advance of $2.3 million (Cdn. $3.0 million) from BDC Capital Inc.

Contractual Obligations and Commitments

The following table summarizes Li-Cycle’s contractual obligations and other commitments for cash expenditures as of April 30, 2021, and the years in which these obligations are due.


Contractual Obligations	Total		Less than		1 - 3 years		3 - 5 years		More than
Contractual Obligations	Total		1 year		1 - 3 years		3 - 5 years		5 years
Accounts payable and accrued liabilities	$	10,309	$	10,309	$	—	$	—		—
Lease liabilities		24,850		1,644		5,556		4,775		12,875
Loan payable		4,961		1,717		3,244		—		—
Restoration provisions		334		—		81		53		200
Restricted share units		2,750		2,750		—		—		—

Total as of April 30, 2021		43,204		16,420		8,881		4,828		13,075

Note:

(1)

On August 3, 2021, Li-Cycle North America Hub, Inc., a wholly-owned subsidiary of Li-Cycle, entered into a ground lease for the lands on which Li-Cycle intends to construct its Rochester Hub. Li-Cycle North America Hub, Inc.’s lease liabilities in connection with the ground lease will be as follows: (i) less than 1 year: $450,000; (ii) 1 – 3 years: $900,000; (iii) 3 – 5 years: $900,000; and (iv) more than 5 years: $7,050,000. Under a guaranty dated as of August 3, 2021, Li-Cycle has agreed to guarantee the performance of Li-Cycle North America Hub, Inc.’s obligations under the lease.

As of April 30, 2021, there were approximately $4.6 million in committed purchase orders that the Company was in various stages of executing (October 31, 2020: $4.2 million).

For the 12 months following April 30, 2021, the Company expects to enter into additional premises leases relating to a warehouse for the Arizona Spoke. For future developments, the Company expects to enter into premises leases for Spokes and/or Hubs.

Related Party Transactions

Please see “Certain Li-Cycle Relationships and Related Person Transactions” in the U.S. Prospectus.

Off-Balance Sheet Arrangements

During the periods presented, Li-Cycle did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities, which were established for the purpose of facilitating off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Li-Cycle’s condensed consolidated interim financial statements and consolidated annual financial statements have been prepared in conformity with IFRS using the significant accounting policies and measurement bases that are in effect at October 31, 2020, as summarized in Note 2 of the financial statements. These were used throughout all periods presented with any applicable changes noted in the April 30, 2021 condensed consolidated interim financial statements.

Internal Control Over Financial Reporting

Prior to the date of the Canadian Prospectus, the Company has been a private company and we have addressed our internal control over financial reporting with internal accounting and financial reporting personnel and other resources.

Li-Cycle has identified material weaknesses in its internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim consolidated financial statements may not be prevented or detected on a timely basis.

Li-Cycle did not have in place an effective control environment with formal processes and procedures or an adequate number of accounting personnel with the appropriate technical training in, and experience with, IFRS to allow for a detailed review of complex accounting transactions that would identify errors in a timely manner, including inventory costing and business combinations. Li-Cycle did not design or maintain effective controls over the financial statement close and reporting process in order to ensure the accurate and timely preparation of financial statements in accordance with IFRS. In addition, information technology controls, including end user and privileged access rights and appropriate segregation of duties, including for certain users the ability to create and post journal entries, were not designed or operating effectively.

Li-Cycle has taken steps to address these material weaknesses and expects to continue to implement its remediation plan, which Li-Cycle believes will address their underlying causes. Li-Cycle expects to engage external advisors to provide assistance in the areas of information technology, internal controls over financial reporting, and financial accounting in the short term and to evaluate and document the design and operating effectiveness of our internal controls and assist with the remediation and implementation of our internal controls as required. Li-Cycle is evaluating the longer-term resource needs of its various financial functions. These remediation measures may be time consuming, costly, and might place significant demands on Li-Cycle’s financial and operational resources. Although Li-Cycle has made enhancements to its control procedures in this area, the material weaknesses will not be remediated until the necessary controls have been implemented and are operating effectively. Li-Cycle does not know the specific time frame needed to fully remediate the material weaknesses identified.

Quantitative and Qualitative Disclosures About Market Risk

Li-Cycle is exposed to various risks in relation to financial instruments. The main types of risks are currency risk and interest rate risk. While Li-Cycle may enter into hedging contracts from time to time, any change in the fair value of the contracts could be offset by changes in the underlying value of the transactions being hedged. Furthermore, Li-Cycle does not have foreign-exchange hedging contracts in place with respect to all currencies in which it does business.

Currency Risk

It is management’s opinion that Li-Cycle is not exposed to significant currency risk as its cash is denominated in both Canadian and US dollars and funds its operations accordingly. Up to October 31, 2020, most of Li-Cycle’s transactions have been in Canadian dollars. Effective November 1, 2020, the functional currency has changed to US dollars given the shift in currency of most of the Company’s transactions to US dollars.

Interest Rate Risk

Interest rate risk is the risk arising from the effect of changes in prevailing interest rates on Li-Cycle’s financial instruments. It is management’s opinion that Li-Cycle is not exposed to significant interest rate risk, as it has no variable interest rate debt.

Credit Risk

Financial instruments that potentially subject us to concentration of credit risk consist of cash and cash equivalents and accounts receivable. Substantially all of our cash and cash equivalents were deposited in accounts at one financial institution, and account balances may at times exceed federally insured limits. Management believes that we are not exposed to significant credit risk due to the financial strength of the depository institution in which the cash is held.

Recently Issued Accounting Standards Not Yet Adopted

From time to time, new accounting standards, amendments to existing standards, and interpretations are issued by the International Accounting Standards Board (“IASB”). Unless otherwise discussed, and as further highlighted in Note 3 to the fiscal 2020 consolidated financial statements, Li-Cycle believes that the impact of recently issued standards or amendments to existing standards that are not yet effective will not have a material impact on Li-Cycle’s financial position or results of operations under adoption.

Cautionary note regarding forward-looking statements

Certain statements in this management’s discussion and analysis may constitute “forward-looking statements” for purposes of applicable securities laws.

Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this management’s discussion and analysis may include, for example, statements about:

•

our ability to consummate the Business Combination;

•

the benefits of the Business Combination;

•

Amalco’s financial performance following the Business Combination;

•

changes in Li-Cycle’s or Amalco’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

•

expansion plans and opportunities; and

•

the outcome of any known and unknown litigation and regulatory proceedings.

These forward-looking statements are based on information available as of the date of this management’s discussion and analysis, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how to vote your proxy or instruct how your vote should be cast on the proposals set forth in this management’s discussion and analysis. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

•

the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Business Combination Agreement;

•

the outcome of any legal proceedings that may be instituted against Peridot following announcement of the proposed Business Combination and transactions contemplated thereby;

•

the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of Peridot or to satisfy other conditions to the Closing in the Business Combination Agreement;

•

the risk that the proposed Business Combination disrupts current plans and operations of Li-Cycle as a result of the announcement and consummation of the transactions described herein;

•

our ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of Li-Cycle to grow and manage growth profitably following the Business Combination;

•

costs related to the Business Combination;

•

changes in applicable laws or regulations;

•

the effects of the COVID-19 pandemic on Li-Cycle’s business;

•

the possibility that Peridot or Li-Cycle may be adversely affected by other economic, business, and/or competitive factors; and

•

other risks and uncertainties described in this management’s discussion and analysis, including those under the section in the U.S. Prospectus entitled “Risk Factors.”

Exhibit 99.4

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined balance sheet of Amalco and its consolidated subsidiaries after giving effect to the Business Combination (the “Combined Company”) as of April 30, 2021 and the unaudited pro forma condensed combined statements of operations of the Combined Company for the six months ended April 30, 2021 and for the fiscal year ended October 31, 2020 present the combination of the financial information of Peridot and Li-Cycle, after giving effect to the Business Combination and related adjustments described in the accompanying notes. Peridot and Li-Cycle are collectively referred to herein as the “Companies,” and the Companies, subsequent to the Business Combination, are referred to herein as the Combined Company or Amalco.

The unaudited pro forma condensed combined statements of operations for the six months ended April 30, 2021 and for the fiscal year ended October 31, 2020 give pro forma effect to the Business Combination as if it had occurred on November 1, 2019. The unaudited pro forma condensed combined balance sheet as of April 30, 2021 gives pro forma effect to the Business Combination as if it was completed on April 30, 2021.

The unaudited pro forma condensed combined financial information are based on and should be read in conjunction with the historical financial statements of each of Peridot and Li-Cycle and the notes thereto, as well as the disclosures contained in the sections titled “Peridot’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and “Li-Cycle’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what the Combined Company’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the Combined Company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

The Business Combination will be accounted for as a reverse acquisition in accordance with IFRS. Under this method of accounting, Peridot will be treated as the “acquired” company for accounting purposes. Since Amalco does not meet the definition of a business under IFRS, net assets of Amalco will be stated at historical cost, with no goodwill or other intangible assets recorded.

Li-Cycle Corp has been determined to be the accounting acquirer based on an evaluation of the following facts and circumstances, and accordingly the Business Combination is treated as an equivalent to an acquisition of Peridot accompanied by a recapitalization.

•

Li-Cycle’s existing stockholders will have the greatest voting interest in the combined entity with an approximately 60% voting interest;

•

The largest individual minority stockholder of the combined entity is an existing stockholder of Li-Cycle;

•

Senior management Li-Cycle will continue as senior management of the combined entity;

•

Directors of Li-Cycle will form a majority on the board of directors of the combined entity;

•

Li-Cycle is the larger entity based on historical total assets and revenues; and

•

Li-Cycle’s operations will comprise the ongoing operations of Amalco.

The following table presents summary pro forma data after giving effect to the Business Combination and the other transactions contemplated by the Business Combination Agreement.

The Business Combination will result in the combination of Li-Cycle and Newco, with a fiscal year end of October 31, with Peridot, with a fiscal year end of December 31. The pro forma income statements for the six months ended April 30, 2021 and for the year-ended October 31, 2020 present the combination of financial information of Newco, Peridot and Li-Cycle, after giving effect to the Business Combination and related adjustments described in the accompanying notes. The unaudited pro forma interim income statement include Li-Cycle Corp.’s six months ended April 30, 2021 and Peridot Acquisition Corp.’s income statement results for the six months ended June 30, 2021. The unaudited pro forma annual income statement include Li-Cycle Corp.’s year ended October 31, 2020 and Peridot Acquisition Corp.’s income statement results for the period from July 31, 2020 (inception) through December 31, 2020. The unaudited pro forma balance sheet is based on a historical Newco balance sheet as of May 31, 2021, historical Li-Cycle balance sheet as of April 30, 2021 and a historical Peridot balance sheet as of June 30, 2021.

COMBINED COMPANY

UNAUDITED PRO FORMA CONDENSED

COMBINED BALANCE SHEET

AS OF APRIL 30, 2021


							Final Redemption
	Li-Cycle Holdings Corp.		Li-Cycle Corp.		Peridot Acquisition Corp.		Transaction Accounting Adjustments					Pro Forma Balance Sheet
	US$ (A)		US$ (B)		US$ (C)		US$					US$
Assets
Current assets
Cash		1		6,325,902		563		7,000,000		(2	)
								315,000,000		(3	)
								(43,000,000	)	(4	)
								(33,793,998	)	(5	)
								300,154,668		(5	)		551,687,136
Cash and securities held in Trust Account						300,154,668		(300,154,668	)	(5	)		—
Accounts receivable				1,751,605									1,751,605
Prepayments and deposits				5,249,708		303,958		(3,767,657	)	(4	)		1,786,009
Inventory				783,690									783,690

		1		14,110,905		300,459,189		241,438,345					556,008,440

Non-current assets
Plant and equipment				12,967,596									12,967,596
Right of use assets				16,318,620									16,318,620

		—		29,286,216		—		—					29,286,216

		1		43,397,121		300,459,189		241,438,345					585,294,656

Liabilities
Current liabilities
Accounts payable and accrued liabilities				10,308,517		5,386,827		(5,386,827	)	(4	)
								(3,767,657	)	(4	)		6,540,860
Restricted share units				2,750,160				(2,750,160	)	(6	)		—
Lease liabilities				857,381									857,381
Loans payable				1,716,633				7,000,000		(2	)		8,716,633

		—		15,632,691		5,386,827		(4,904,644	)				16,114,874

Non-current liabilities
Lease liabilities				15,414,114									15,414,114
Loan payable		—		3,244,730									3,244,730
Restoration provisions				333,878									333,878


Class A ordinary shares subject to possible redemption		—				217,242,360		(1	)
		—				(33,776,260	)	(5	)
		—				(183,466,100	)	(5	)	—
Warrant liability				62,330,000						62,330,000
Deferred underwriting fee payable		—		10,500,000		(10,500,000	)	(4	)	—

	—	18,992,722		72,830,000		(10,500,000	)			81,322,722

	—	34,625,413		78,216,827		(15,404,644	)			97,437,596

Class A ordinary shares subject to possible redemption				217,242,360		(217,242,360	)	(1	)	—
Shareholders’ equity
Share capital—Li-Cycle Corp.		37,516,655				(37,516,655	)	(6	)	—
Share capital—Peridot Acquisition Corp.				1,578		(1,578	)	(5	)	—
Share capital—Li-Cycle Holdings Corp.	1					37,516,655		(6	)
						2,750,160		(6	)
						774,071		(6	)
						315,000,000		(3	)
						(27,113,173	)	(4	)
						183,448,362		(5	)
						56,008,334		(5	)
						(51,009,910	)	(5	)
						152,757,638		(7	)
						1,578		(5	)	670,151,454
Contributed surplus		774,071		56,008,334		(56,008,334	)	(5	)
						(774,071	)	(6	)	—
Accumulated deficit		(29,222,406	)	(51,009,910	)	51,009,910		(5	)
						(152,775,376	)	(7	)	(181,997,782	)
Accumulated other comprehensive income		(296,612	)							(296,612	)

	1	8,771,708		5,000,002		474,085,349				487,857,060

	1	43,397,121		300,459,189		241,438,345				585,294,656

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

A.	Derived from the audited statement of financial position of Li-Cycle Holdings Corp. as of May 31, 2021 prepared under IFRS.

B.	Derived from the unaudited condensed consolidated interim statement of financial position of Li-Cycle Corp. as of April 30, 2021 which was prepared in US dollars and under IFRS.

C.	Derived from the unaudited condensed interim statement of financial position of Peridot Acquisition Corp. (“Peridot”) as of June 30, 2021 which was prepared under US GAAP. Except as noted in Note 1, there was no other material adjustment made to convert Peridot’s balance sheet from US GAAP to IFRS.

1.	Peridot’s Class A ordinary shares subject to possible redemption balance of US$217,242,360 was classified as a temporary equity under US GAAP and should be classified as a liability under IFRS because the right to redeem was at the option of the holder.

On June 16, 2021, Li-Cycle Corp. issued promissory notes (the “Notes”) for an aggregate principal amount of US$7,000,000 as consideration for loans received from companies related to the Chief Executive Officer and the Executive Chairman of Li-Cycle Corp. Li-Cycle Corp. has the option to prepay the Notes in full following the closing of the Business Combination using the proceeds from the Business Combination.

On February 16, 2021, Li-Cycle Corp. entered into a definitive business combination agreement with Peridot Acquisition Corp. Li-Cycle Corp. is expected to receive approximately US$615 million in gross transaction proceeds and 100% of Li-Cycle Corp.’s existing shares will roll into the combined company, Li-Cycle Holdings Corp. Out of the US$615 million in gross proceeds, US$300 million will come from Peridot’s existing cash balance while the remaining US$315 million is expected to come from private investments in public entity.

Li-Cycle Corp. was identified as the acquirer for accounting purposes. An expected $44 million of fees relating to the raising of capital via share issuance is presented as a reduction of share capital on the pro forma combined balance sheet. US$10.5 million of the fees have been recorded as deferred underwriting fee payable on Peridot’s balance sheet as of March 31, 2021. US$6.4 million of fees have been incurred to date and $1.0 million has been paid by Peridot Acquisition Corp. as of June 30, 2021. The remaining US$27.1 million of expected fees have been deducted directly against share capital of Li-Cycle Holdings Corp. on the pro forma combined balance sheet. Out of the remaining US27.1 million, $3.8 million was recorded in prepayments and deposits and in accounts payable and accrued liabilities in the interim statement of financial position of Li-Cycle Corp. as of April 30, 2021.

In connection with the shareholder meeting held by Peridot to approve the Business Combination, a total of 3,377,626 Class A ordinary shares of Peridot were redeemed by Peridot, resulting in a total redemption payment of approximately $33.8 million, while the remaining US$266.4 million of cash and securities held in trust account will become cash of the combined entity, Li-Cycle Holdings Corp. US$183.5 million of Peridot’s Class A ordinary shares which were subject to possible redemption but not redeemed (18,346,610 shares at US$10.00 per share) will become part of the permanent share capital of the combined entity, Li-Cycle Holdings Corp. Peridot’s existing share capital of US$1,578 and contributed surplus of US$58,008,334 will be added to the share capital balance of Li-Cycle Holdings Corp. and Peridot’s existing accumulated deficit of US$51,009,910 will be deducted from the share capital balance of Li-Cycle Holdings Corp.

All of Li-Cycle Corp.’s existing fully diluted shares will be exchanged for shares of Li-Cycle Holdings Corp. Li-Cycle Corp.’s existing share capital of US$37,516,655 as of April 30, 2021 will become part of the share capital of the combined entity, Li-Cycle Holdings Corp. In addition, assuming all restricted share units and stock options will be exercised upon the business combination transaction, Li-Cycle Corp.’s restricted share units balance of US$2,750,160 and contributed surplus balance of US$774,071 are added to the share capital balance of Li-Cycle Holdings Corp.

Li-Cycle Corp. was identified as the acquirer for accounting purposes. The acquisition of Peridot Acquisition Corp. is outside the scope of IFRS 3, “Business Combinations”, and it is accounted for as an equity-settled, share-based payment transaction in accordance with IFRS 2, “Share-based Payments” (“IFRS 2”). Li-Cycle Holdings Corp. is considered to be a continuation of Li-Cycle Corp., with the net identifiable assets of Peridot Acquisition Corp. deemed to have been acquired by Li-Cycle Corp. in exchange for shares of Li-Cycle Corp. Under IFRS 2, the transaction is measured at the fair value of the consideration deemed to have been issued by Li-Cycle Corp. in order to acquire 100% of Peridot Acquisition Corp. Any difference in the fair value of the consideration deemed to have been issued by Li-Cycle Corp. and the fair value of Peridot Acquisition Corp.’s identifiable net assets represents a listing service received by Li-Cycle Corp., recorded through profit and loss, summarized as follows:


		As at April 30, 2021
Peridot’s existing assets to be acquired	$	266,665,191
Cash from private investment in public entity		315,000,000
Peridot’s existing liabilities to be assumed		(78,216,827	)

Net assets to be acquired by Li-Cycle Corp.		503,448,364
Total consideration deemed to be issued by Li-Cycle Corp.		656,223,740		(1	)

Excess of fair value of shares issued over net assets acquired	$	152,775,376

(1)	Adjusted for $33.8 million cash payout upon redemption by Peridot’s shareholders

(2)	Based on an estimated fair value of Li-Cycle Corp.’s business on a pre-money basis, calculated using generally accepted valuation methodologies.

COMBINED COMPANY

UNAUDITED PRO FORMA CONDENSED COMBINED

STATEMENT OF OPERATIONS FOR SIX MONTHS

ENDED APRIL 30, 2021


									Final Redemption
	Li-Cycle Holdings Corp.		Li-Cycle Corp.			Peridot Acquisition Corp.			Transaction Accounting Adjustments			Pro Forma Income Statement
	US$ (A)		US$ (B)			US$ (C)			US$			US$
Revenue
Product sales				1,088,968									1,088,968
Recycling services				185,656			—						185,656

		—		1,274,624			—			—			1,274,624
Expenses
Professional fees				2,919,286			5,756,638						8,675,924
Employee salaries and benefits, net				2,877,014									2,877,014
Raw materials, supplies and finished goods				2,615,257									2,615,257
Research and development, net				1,352,031									1,352,031
Share-based compensation				1,009,385									1,009,385
Office and administrative				618,707			323,160						941,867
Depreciation, net				516,106									516,106
Freight and shipping				432,497									432,497
Marketing				304,790									304,790
Plant facilities				157,540									157,540
Travel and entertainment				85,944									85,944

		—		12,888,557			6,079,798			—			18,968,355

Loss from operations		—		(11,613,933	)		(6,079,798	)		—			(17,693,731	)

Other (income) expense
Interest expense				405,696									405,696
Interest income				(1,222	)		(80,300	)					(81,522	)
Fair value gain on warrant liability							21,390,000						21,390,000
Fair value loss on restricted share units				1,924,346									1,924,346
Foreign exchange loss				750,712									750,712

		—		3,079,532			21,309,700			—			24,389,232

Net loss		—		(14,693,465	)		(27,389,498	)		—			(42,082,963	)

Weighted average shares outstanding, basic and diluted							34,122,374			(1	)
							97,983,837			(2	)
							31,500,000			(3	)		163,606,211
Loss per common share—basic and diluted													(0.26	)

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR SIX MONTHS ENDED APRIL 30, 2021

A.	There was no statement of operations prepared for Li-Cycle Holdings Corp. as it was incorporated on February 12, 2021 for the purpose of the Business Combination and had no operations between February 12 and May 31, 2021.

B.	Derived from the unaudited condensed consolidated interim statement of loss and comprehensive loss of Li-Cycle Corp. for the six months ended April 30, 2021, which was prepared in US dollars and under IFRS.

C.	Derived from the unaudited condensed interim statement of operations of Peridot Acquisition Corp. for the six months ended June 30, 2021, which was prepared under US GAAP. There was no material adjustment made to convert Peridot’s statement of operations from US GAAP to IFRS.

In connection with the shareholder meeting held by Peridot to approve the Business Combination, a total of 3,377,626 Class A Shares were redeemed by Peridot, resulting in a total redemption payment of approximately $33.8 million, while the remaining 26,622,374 of Class A ordinary shares will be converted into common shares of the combined entity, Li-Cycle Holdings Corp. In addition, 7,500,000 of Class B shares of Peridot Acquisition Corp will be converted into 7,500,000 common shares of the combined entity, Li-Cycle Holdings Corp. upon closing.

Li-Cycle Corp.’s existing shareholders will exchange 2,553,950 fully diluted shares of Li-Cycle Corp. for shares of the combined entity, Li-Cycle Holdings Corp, at an Exchange Ratio of approximately 1:38.366, as determined per the Plan of Arrangement, resulting in 97,983,837 shares of Li-Cycle Holdings Corp. for the existing shareholders of Li-Cycle Corp.

3.	31,500,000 shares of the combined entity, Li-Cycle Holdings Corp., will be issued to the new investors at US$10 per share for a total of US$315 million of Private Investment in Public Entity.

COMBINED COMPANY

UNAUDITED PRO FORMA CONDENSED COMBINED

STATEMENT OF OPERATIONS FOR YEAR

ENDED OCTOBER 31, 2020


									Final Redemption
	Li-Cycle Holdings Corp.		Li-Cycle Corp.			Peridot Acquisition Corp.			Transaction Accounting Adjustments					Pro Forma Income Statement
	US$ (A)		US$ (B)			US$ (C)			US$					US$
Revenue
Product sales				554,914											554,914
Recycling services				237,340			—								237,340

		—		792,254			—			—					792,254
Expenses
Professional fees				2,962,261			348,854			693,847		(4	)		4,004,962
Listing expense				—						152,775,376		(5	)		152,775,376
Employee salaries and benefits, net				2,819,195											2,819,195
Depreciation				1,095,250											1,095,250
Research and development, net				776,668											776,668
Raw materials and supplies				577,859											577,859
Plant facilities and others				390,687											390,687
Marketing				365,820											365,820
Share-based compensation				332,634											332,634
Office and administrative				316,401			112,123								428,524
Travel and entertainment				160,332											160,332
Freight and shipping				137,010											137,010

		—		9,934,117			460,977			153,469,223					163,864,317

Loss from operations		—		(9,141,863	)		(460,977	)		(153,469,223	)				(163,072,063	)

Other (income) expense
Interest expense				529,700											529,700
Interest income				(34,403	)		(74,412	)							(108,815	)
Fair value loss on restricted share units				84,454											84,454
Fair value loss on warrant liability							22,540,000								22,540,000
Offering costs allocated to warrant liability							693,847			(693,847	)	(4	)		—
Foreign exchange (gain) loss				(445,652	)										(445,652	)

		—		134,099			23,159,435			(693,847	)				22,599,687


Net loss	—	(9,275,962	)	(23,620,412	)	(152,775,376	)			(185,671,750	)

Weighted average shares outstanding, basic and diluted						34,122,374		(1	)
						97,983,837		(2	)
						31,500,000		(3	)	163,606,211
Loss per common share—basic and diluted										(1.13	)

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR YEAR ENDED OCTOBER 31, 2020

A.	There was no statement of operations prepared for Li-Cycle Holdings Corp. as it was incorporated on February 12, 2021 for the purpose of the Business Combination and had no operations between February 12 and May 31, 2021.

B.	Derived from the audited consolidated statement of loss and comprehensive loss of Li-Cycle Corp. for the year ended October 31, 2020, which was prepared in US dollars and under IFRS.

C.	Derived from the audited statement of operations of Peridot Acquisition Corp. for the year ended December 31, 2020, which was prepared under US GAAP. There was no material adjustment made to convert Peridot’s statement of operations from US GAAP to IFRS.

In connection with the shareholder meeting held by Peridot to approve the Business Combination, a total of 3,377,626 Class A Shares were redeemed by Peridot, resulting in a total redemption payment of approximately $33.8 million, while the remaining 26,622,374 of Class A ordinary shares will be converted into common shares of the combined entity, Li-Cycle Holdings Corp. In addition, 7,500,000 of Class B shares of Peridot Acquisition Corp will be converted into 7,500,000 common A shares of the combined entity, Li-Cycle Holdings Corp. upon closing.

Li-Cycle Corp.’s existing shareholders will exchange 2,553,950 fully diluted shares of Li-Cycle Corp. for shares of the combined entity, Li-Cycle Holdings Corp., at an Exchange Ratio of approximately 1:38.366, as determined per the Plan of Arrangement, resulting in 97,983,837 shares of Li-Cycle Holdings Corp. for the existing shareholders of Li-Cycle Corp.

3.	31,500,000 shares of the combined entity, Li-Cycle Holdings Corp., will be issued to the new investors at US$10 per share for a total of US$315 million of Private Investment in Public Entity.

4.	Peridot’s offering costs allocated to warrant liability of US$693,847 was classified under other (income) expenses under US GAAP and should be classified as professional fees expense under IFRS based on the nature of the expense.

Li-Cycle Corp was identified as the acquirer for accounting purposes. The acquisition of Peridot Acquisition Corp. is outside the scope of IFRS 3, “Business Combinations”, and it is accounted for as an equity-settled, share-based payment transaction in accordance with IFRS 2, “Share-based Payments” (“IFRS 2”). Li-Cycle Holdings Corp. is considered to be a continuation of Li-Cycle Corp., with the net identifiable assets of Peridot Acquisition Corp. deemed to have been acquired by Li-Cycle Corp. in exchange for shares of Li-Cycle Corp. Under IFRS 2, the transaction is measured at the fair value of the consideration deemed to have been issued by Li-Cycle Corp. in order to acquire 100% of Peridot Acquisition Corp. Any difference in the fair value of the consideration deemed to have been issued by Li-Cycle Corp. and the fair value of Peridot Acquisition Corp.’s identifiable net assets represents a listing service received by Li-Cycle Corp., recorded through profit and loss, summarized as follows:


	As at April 30, 2021
Peridot’s existing assets to be acquired	$	266,665,191		(1	)
Cash from private investment in public entity		315,000,000
Peridot’s existing liabilities to be assumed		(78,216,827	)


Net assets to be acquired by Li-Cycle Corp.		503,448,364
Total consideration deemed to be issued by Li-Cycle Corp.		656,223,740	(1	) (2)

Excess of fair value of shares issued over net assets acquired	$	152,775,376

(1)	Adjusted for $33.8million cash payout upon redemption by Peridot’s shareholders

(2)	Based on an estimated fair value of Li-Cycle Corp.’s business on a pre-money basis, calculated using generally accepted valuation methodologies.

Exhibit 99.5

Financial statements of

Li-Cycle Holdings Corp.

May 31, 2021


Report of independent registered public accounting firm			1

Statement of financial position			2

Notes to the financial statements			3

Deloitte LLP

8 Adelaide Street West

Suite 200

Toronto, ON M5H 0A9

Canada

Tel: 416-601-6150

Fax: 416-601-6151

www.deloitte.ca

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholder and the Board of Directors of Li-Cycle Holdings Corp.

Opinion on the Financial Statements

We have audited the accompanying statement of financial position of Li-Cycle Holdings Corp. (the “Company”) as of May 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2021 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Deloitte LLP

Chartered Professional Accountants

Licensed Public Accountants

Toronto, Canada

August 10, 2021

We have served as the Company’s auditor since 2021.

Li-Cycle Holdings Corp.

Statement of Financial Position

As of May 31, 2021

(Expressed in US dollars)


	As of May 31, 2021
	$

Assets
Current Assets
Cash		1

Total Assets		1

Shareholder’s Equity
Share capital		1

Total Liabilities and Shareholder’s Equity		1

The accompanying notes are an integral part of the financial statements.

Li-Cycle Holdings Corp.

Statement of Financial Position

As of May 31, 2021

(Expressed in US dollars)

1.	Organization

Li-Cycle Holdings Corp. (the “Company”) was incorporated under the laws of Ontario on February 12, 2021, as part of a plan of arrangement (the “Arrangement”) to reorganize Li-Cycle Corp. The Company’s intended business activity is the resource recovery from lithium-ion batteries. To date, the Company has not commenced operations and is expected to commence operations concurrent with the offering in accordance with the Arrangement. The Company’s registered address is 2351 Royal Windsor Drive, Unit 10, Mississauga, ON L5J 4S7 Canada.

The Company issued one common share for $1 upon incorporation with Li-Cycle Corp. being the sole shareholder. The common shares have no par value and the number of authorized common shares is unlimited.

2.	Summary of significant accounting policies

(a)

Statement of Compliance

The statement of financial position has been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) incorporating interpretations issued by the IFRS Interpretations Committee (“IFRICs”). Separate Statements of Income and Comprehensive Income, Changes in Shareholder’s Equity and Cash Flows have not been presented as there have been no activities for the Company from inception to May 31, 2021.

These financial statements were approved and authorized for issue by the Board of Directors on August 10, 2021.

(b)

Cash

Cash include cash on hand with original maturities of three months or less.

3.	Subsequent events

On August 10, 2021, in accordance with the plan of arrangement to reorganize Li-Cycle Corp., Li-Cycle Corp. finalized the business combination with Peridot Acquisition Corp. (NYSE: PDAC) and upon closing, the combined company was renamed Li-Cycle Holdings Corp.

Exhibit 99.6

LOGO

Li-Cycle, Industry Leading Lithium-Ion Battery Resource Recycling Company, Completes Business Combination with Peridot Acquisition Corp.

Results in approximately $580 million of gross cash proceeds to Li-Cycle, after giving effect to redemptions, enabling Li-Cycle to further proliferate its breakthrough commercial technology globally for the recycling of all types of lithium-ion batteries

Li-Cycle’s common stock to begin trading on the NYSE under symbol “LICY” on August 11, 2021

TORONTO, Ontario (August 10, 2021) – Li-Cycle Holdings Corp. (“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 that it has completed its previously announced business combination with Peridot Acquisition Corp. (“Peridot”).

The ticker symbols for the common stock and warrants of Peridot will change from “PDAC” and “PDAC.WS” to “LICY” and “LICY.WS”, respectively, and will begin trading on the New York Stock Exchange on August 11, 2021. The transaction was approved at an extraordinary general meeting of Peridot shareholders on August 5, 2021 and was unanimously approved by Peridot’s Board of Directors.

Ajay Kochhar, co-founder and Chief Executive Officer of Li-Cycle, said, “Consummation of our business combination with Peridot marks a significant milestone for Li-Cycle. Peridot’s support of our mission to close the battery supply chain loop has been instrumental, and we look forward to our ongoing partnership with their team. We are well-positioned to benefit from macroeconomic tailwinds as we scale our efficient and proven commercial lithium-ion recycling technology to grow in lockstep with our customers. As the electric vehicle revolution continues to ramp up, we believe our technology will be critical for supporting the growth of e-mobility globally, while ensuring sustainability and resource efficiency.”

Tim Johnston, co-founder and Executive Chairman of Li-Cycle, commented, “The transaction with Peridot has provided us with the funding to capitalize on significant growth opportunities, advance our breakthrough commercial technology, and build lithium-ion recycling facilities across the globe. Our solution transforms material treated as waste into considerable value via a truly fit-for-purpose pathway, providing the essential building blocks for batteries that are in critical demand. Sustainable lithium-ion battery recycling is imperative today and we believe that further execution of our vision will ultimately contribute to more affordable products for the end consumer.”

Alan Levande, the former Chairman and Chief Executive Officer of Peridot and now a Non-Executive Director of the Board of Directors of Li-Cycle, commented, “Li-Cycle’s innovative business model, exceptional management team, and proven, disruptive technology provides the company with a strong competitive moat that is poised to benefit from global electrification. Since announcing the transaction, the Li-Cycle team has demonstrated excellent stewardship – announcing foundational commercial agreements, bolstering the leadership team with strategic hires, strengthening the Company’s IP, and importantly, furthering progress on building out the Company’s Spoke and Hub model. We are excited to see its future successes amplified in the public markets.”

LOGO

To memorialize the completion of the business combination, Li-Cycle will be ringing the closing bell at the NYSE at 4:00 p.m. ET on August 11, 2021. A live stream of the event and replay can be accessed after August 11, 2021 by visiting https://www.nyse.com/bell.

Transaction Overview

The business combination implies a pre-money equity valuation for Li-Cycle of $975 million and, when combined with the transaction proceeds, represents a combined company pro forma equity value of $1.55 billion. The transaction provided approximately $580 million in gross proceeds to the Company, including a $315 million fully committed, upsized common stock PIPE at $10.00 per share from investors that include Neuberger Berman Funds, Franklin Templeton and Mubadala Capital, as well as Peridot sponsor Carnelian Energy Capital, existing Li-Cycle investors including Moore Strategic Ventures, and global marketing and strategic off-take partner Traxys.

Li-Cycle’s existing senior management team continues to lead the now combined company, including Ajay Kochhar, Tim Johnston, Bruce MacInnis (Chief Financial Officer), Kunal Phalpher (Chief Commercial Officer), and Chris Biederman (Chief Technology Officer).

Li-Cycle’s Board of Directors is comprised of seven members, four of whom are “independent directors” as defined in the NYSE listing standards and applicable U.S. Securities and Exchange Commission (“SEC”) rules. The Board of Directors is led by Executive Chair Tim Johnston (Li-Cycle) and also includes Ajay Kochhar (Li-Cycle) and Alan Levande (Peridot).

A more detailed description of the transaction can be found in the prospectus filed by the Company with the SEC on July 15, 2021.

Advisors

Citi served as the sole financial advisor to Li-Cycle. Cowen served as capital markets advisor to Li-Cycle. UBS Investment Bank served as lead placement agent and Barclays and Citi served as placement agents for the PIPE financing. UBS Investment Bank and Barclays also served as financial and capital markets advisors to Peridot. McCarthy Tétrault and Freshfields Bruckhaus Deringer served as legal advisors to Li-Cycle. Kirkland & Ellis and Stikeman Elliott served as legal advisors to Peridot.

About Li-Cycle Holdings Corp.

Li-Cycle 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 Peridot Acquisition Corp.

Peridot was a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Peridot’s sponsor was an affiliate of Carnelian Energy Capital Management, L.P., an investment firm that focuses on opportunities in the North American energy space in partnership with best-in-class management teams. For more information, please visit https://peridotspac.com/.

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CONTACTS

Investor Relations: investors@li-cycle.com

Press: media@li-cycle.com

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements contained in this communication may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21 of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely”, “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (i) the possibility that anticipated benefits of the transaction and/or the anticipated tax treatment of the combination will not be realized; (ii) the risk that stockholder litigation in connection with the transaction or other settlements or investigations may result in significant costs of defense, indemnification and liability; (iii) changes in general economic and/or industry specific conditions; (iv) possible disruptions from the transaction that could harm Li-Cycle’s business; (v) the ability of Li-Cycle to retain, attract and hire key personnel; (vi) potential adverse reactions or changes to relationships with customers, employees, suppliers or other parties resulting from the announcement or completion of the transaction; (vii) potential business uncertainty, including changes to existing business relationships, during the pendency of the transaction that could affect Li-Cycle’s financial performance; (viii) legislative, regulatory and economic developments; (ix) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, outbreak of war or hostilities and any epidemic, pandemic or disease outbreak (including COVID-19), as well as management’s response to any of the aforementioned factors; and (x) other risk factors as detailed from time to time in Peridot’s or Li-Cycle’s filings with the SEC or other securities regulatory authorities, including but not limited to the “Risk Factors” section of Li-Cycle’s amended registration statement filed with the SEC on Form F-4. The foregoing list of important factors is not exclusive. Except as required by applicable law, Li-Cycle does not undertake any obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

The following information is being provided in connection with the early warning requirements under applicable Canadian securities laws. The head office of the Company is located at (and the address of Ajay Kochhar is) 2351 Royal Windsor Drive, Unit 10, Mississauga, Ontario Canada L5J 4S7. The business combination (the “Transaction”) involving the Company, Li-Cycle Corp. (“LCC”) and Peridot closed on August 10, 2021. Under the terms of the Transaction with Peridot, Ajay Kochhar acquired, upon the exchange of securities of LCC for securities of the Company, control over approximately 25,161,938 common shares of the Company (subject to adjustment in accordance with the terms of the plan of arrangement implemented in connection with the Transaction), representing approximately 15.43% of the outstanding common shares of the Company (as determined in accordance with applicable Canadian securities laws). Other than the possible exercise of options, Mr. Kochhar and his joint actors do not have any present plans or proposals which relate to or that would result in any of the actions or transactions described in paragraphs (a) through (k) of Item 5 of Form 62-103F1 to National Instrument 62-103 (The

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Early Warning System and Related Take-Over Bid and Insider Reporting Issues). Mr. Kochhar and his joint actors may, however, increase or decrease their beneficial ownership of, or control over, the common shares of the Company, directly or indirectly, in the future, in the open market, in privately-negotiated purchases or otherwise, depending on, among other things, the Company’s business and prospects, market and general economic conditions and other available investment opportunities. As an executive officer of the Company and member of the board of the directors of the Company, Mr. Kochhar will going forward be actively involved in the Company’s business, operations and planning.

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