Exhibit 99.1

THIS TRANSACTION SUPPORT AGREEMENT IS NOT AN OFFER, SOLICITATION, OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES. ANY SUCH OFFER, SOLICITATION, OR ACCEPTANCE WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS. NOTHING CONTAINED IN THIS TRANSACTION SUPPORT AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED HEREIN, DEEMED BINDING ON ANY OF THE PARTIES HERETO.

THIS TRANSACTION SUPPORT AGREEMENT DOES NOT PURPORT TO SUMMARIZE ALL OF THE TERMS, CONDITIONS, REPRESENTATIONS, WARRANTIES, AND OTHER PROVISIONS WITH RESPECT TO THE TRANSACTIONS DESCRIBED HEREIN, WHICH TRANSACTIONS WILL BE SUBJECT TO THE DEFINITIVE DOCUMENTS INCORPORATING THE TERMS SET FORTH HEREIN AND THE CLOSING OF ANY TRANSACTIONS SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SUCH DEFINITIVE DOCUMENTS.

TRANSACTION SUPPORT AGREEMENT

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 21, 2025 (the “Execution Date”), by and among the following parties (each, a “Party” and collectively, the “Parties”):1

 RECITALS

WHEREAS, the Consenting Convertible Noteholders and the Company have negotiated the transactions (the “Transactions”) contemplated by the term sheet attached as Exhibit A to this Agreement (the “Transaction Term Sheet”) in good faith and at arm’s length on the terms set forth in this Agreement;

WHEREAS, on the date hereof, the Parties have agreed to the Transaction Term Sheet, which sets forth the principal terms of the Transactions that shall be consummated upon execution of final documentation containing terms substantially consistent with those set forth in the Transaction Term Sheet and such other terms as agreed to by the Parties;

WHEREAS, the Parties have agreed to support the Transactions subject to and in accordance with the terms of this Agreement (including, for the avoidance of doubt, the Transaction Term Sheet) and desire to work together to complete the negotiation of the terms of the definitive documents and the completion of each of the actions necessary or desirable to effect the Transactions; and

___________________________

1 Capitalized terms used but not defined in the preamble and recitals to this Agreement have the meanings ascribed to them in Section 1.

WHEREAS, the Parties have agreed to take certain actions in support of the Transactions on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the covenants and agreements contained in this Agreement, and for other valuable consideration, the receipt and sufficiency of which are acknowledged, each Party, intending to be legally bound, agrees as follows:

AGREEMENT

Section 1                 Definitions and Interpretation.

“2027 Notes” means the 12.00% Convertible Senior Secured Notes due 2027 issued by the Company.

“2027 Notes Indenture” means the Indenture, dated as of November 27, 2024, by and among the Company, the guarantors party thereto, and GLAS Trust Company, LLC, as Trustee and Collateral Trustee.

“2028 Notes” means the Convertible Senior Secured Notes due 2028 issued by the Company.

“2028 Notes Indenture” means the Indenture, dated as of February 13, 2023, by and among, the Company, the guarantors party thereto, and GLAS Trust Company LLC, as Trustee and Collateral Trustee.

“Affiliate” means, with respect to any specified entity, any other entity directly or indirectly controlling, controlled by, or under direct or indirect common control with, such specified entity. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by,” and “under common control with”) as used with respect to any entity shall mean the possession, directly or indirectly, of the right or power to direct or cause the direction of the management or policies of such entity, whether through the ownership of voting securities, by agreement, or otherwise.

“Agreement” has the meaning set forth in the preamble of this Agreement.

“Agreement Effective Date” has the meaning set forth in Section 2.

“Agreement Effective Period” means the period beginning on the Agreement Effective Date and ending on the first date upon which this Agreement is validly terminated pursuant to the terms set forth in Section 11.

“Alternative Transaction” means any sale or disposition of all or substantially all of the assets or of the equity interests of the Company or its subsidiaries, new-money investment, non-ordinary course financing, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving the Company or its subsidiaries or the debt, equity, or other similar financial interests in the Company or its subsidiaries that, in each case, is not expressly contemplated by this Agreement, unless such Alternative Transaction has been agreed to by the Consenting Convertible Noteholders in writing.

“Business Day” means any day other than a Saturday, Sunday, or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the State of New York or in Toronto, Ontario.

“Claim” means (a) a right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured; (b) a right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured; or (c) any indebtedness, liability or obligations of any kind that would be a claim provable within the meaning of section 2 of the Bankruptcy and Insolvency Act.

“Company” has the meaning set forth in the preamble of this Agreement.

“Company Claims” means, collectively, any Claim against the Company, including any Claim arising out of the Convertible Notes held by a Consenting Convertible Noteholder as of the Transaction Effective Date.

“Consenting Convertible Noteholders” has the meaning set forth in the preamble of this Agreement.

“Convertible Noteholder Ad Hoc Group” means the holders of Convertible Notes who are members of an ad hoc group collectively owning all outstanding Convertible Notes, represented by Paul Hastings.

“Convertible Notes” means the 2028 Notes and the 2027 Notes.

“Definitive Documents” has the meaning set forth in Section 3.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and including any rule or regulation promulgated thereunder.

“Execution Date” has the meaning set forth in the preamble of this Agreement.

“Joinder” means an executed form of joinder, consistent with the provisions set forth in Section 7 and substantially in the form attached hereto as Exhibit B, providing, among other things, that such Person signatory thereto is bound by the terms of this Agreement (in the capacity of a Consenting Convertible Noteholder for all purposes hereunder).

“New Money Financing Commitments” means the aggregate commitments of those Consenting Convertible Noteholders purchasing Bridge Notes (as defined in the Transaction Term Sheet) as identified in the applicable signature pages hereto of such Consenting Convertible Noteholders.

“Parties” has the meaning set forth in the preamble of this Agreement.

“Paul Hastings” means Paul Hastings LLP, as counsel to the Convertible Noteholder Ad Hoc Group.

“Permitted Transferee” means each transferee of any Company Claim who meets the requirements of Section 7(a).

“Person” means an individual, a partnership, a joint venture, a limited liability company, a corporation, a trust, an unincorporated organization, a group, a governmental entity, or any legal entity or association.

“Qualified Marketmaker” means an entity that (a) holds itself out to the public, the syndicated loan market, or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers Company Claims (including Claims in respect of the Convertible Notes) or enter with customers into long and short positions in Company Claims, in each case in its capacity as a dealer or market maker in such claims, and (b) is, in fact, regularly in the business of making a market in claims against issuers or borrowers (including term loans, or debt or equity securities).

“Required Consenting Convertible Noteholders” means (a) Consenting Convertible Noteholders who hold a majority of the aggregate principal amount of the 2027 Notes then outstanding, (b) Consenting Convertible Noteholders who hold a majority of the aggregate principal amount of the 2028 Notes then outstanding, (c) the consent of each of the Initial Holders (as defined in the 2027 Notes Indenture), to the extent that any such Initial Holders continue to beneficially own at least 10% of the 2027 Notes then outstanding, and (d) the consent of each of the Initial Holders (as defined in the 2028 Notes Indenture), to the extent that any such Initial Holders continue to beneficially own at least 10% of the 2028 Notes then outstanding.

“Royalty Agreement” has the meaning set forth in Section 4.03(f).

“Transactions” has the meaning set forth in the recitals of this Agreement.

“Transaction Term Sheet” has the meaning set forth in the recitals of this Agreement.

“Transaction Effective Date” means the date on which the Transactions are consummated in accordance with the Definitive Documents.

“Transfer” means to sell, resell, reallocate, use, pledge, assign, transfer, hypothecate, participate, donate, or otherwise encumber or dispose of, directly or indirectly (including through derivatives, options, swaps, pledges, forward sales, or other transactions).

1.02          Interpretation. For purposes of this Agreement:

(a)               in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neutral gender shall include the masculine, feminine, and the neutral gender;

(b)               capitalized terms defined only in the plural or singular form shall nonetheless have their defined meanings when used in the opposite form. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning;

(c)               unless otherwise specified, any reference in this Agreement to an existing document, schedule, or exhibit shall mean such document, schedule, or exhibit, as it may have been or may be amended, restated, supplemented, or otherwise modified from time to time; notwithstanding the foregoing, any capitalized terms in this Agreement that are defined with reference to another agreement, are defined with reference to such other agreement as of the date of this Agreement, without giving effect to any termination of such other agreement or amendments to such capitalized terms in any such other agreement following the date of this Agreement;

(d)               unless otherwise specified, all references in this Agreement to “Sections” are references to Sections of this Agreement;

(e)               the words “herein,” “hereof,” and “hereto” refer to this Agreement in its entirety rather than to any particular portion of this Agreement;

(f)                captions and headings to Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of this Agreement;

(g)               references to “shareholders,” “directors,” or “officers” shall also include “members” or “managers,” as applicable, as such terms are defined under the applicable laws;

(h)               the use of “include” or “including” is without limitation, whether stated or not; and

(i)                 the word “or” shall not be exclusive.

Section 2                 Effectiveness of this Agreement. This Agreement shall become effective and binding upon each of the Parties at 11:59 p.m., prevailing Eastern Time, on the date that the Company and the Consenting Convertible Noteholders who hold all outstanding Convertible Notes shall have executed counterparty signature pages to this Agreement, (the “Agreement Effective Date”). This Agreement shall be effective for the Agreement Effective Period.

Section 3                 Definitive Documents. This Agreement does not purport to summarize or contain all of the terms (material or otherwise) of the definitive documents with respect to the Transactions (the “Definitive Documents”) and such additional terms shall be set forth consistent with the terms hereof, including the Transaction Term Sheet, and otherwise as agreed in the Definitive Documents between the Company and the applicable Required Consenting Convertible Noteholder.

Section 4                 Commitments of the Consenting Convertible Noteholders.

4.01          Affirmative Commitments. During the Agreement Effective Period, except as otherwise provided in Section 4.03, each Consenting Convertible Noteholder agrees, severally and not jointly, in respect of all of its applicable Company Claims to:

(a)               use commercially reasonable efforts to support, act in good faith, and take all reasonable actions, to the extent practicable and subject to the terms hereof, reasonably necessary to implement and consummate the Transactions in accordance with the terms and conditions set forth in this Agreement, the Transaction Term Sheet, and the Definitive Documents, to effectuate the Transactions (including consents or waivers with respect to any Company Claims contemplated hereby and thereby);

(b)               negotiate in good faith the applicable Definitive Documents and use commercially reasonable efforts to (i) agree to the form and substance of such Definitive Documents consistent with the terms of this Agreement and (ii) execute, deliver, perform its obligations under, implement, and consummate the transactions contemplated by the Definitive Documents to which it is or is required to be a party that are consistent with this Agreement and the Transaction Term Sheet; and

(c)               prepare (or cause to be prepared) each of the Definitive Documents necessary to implement the Transactions that the Parties agree the Consenting Convertible Noteholders will prepare, and provide each such Definitive Document to, and afford a reasonable opportunity for comment and review of each such Definitive Document by, the Company as soon as reasonably practicable; and

(d)               support and take all actions reasonably necessary or reasonably requested by the Company to confirm such Consenting Convertible Noteholder’s support for the Transactions, including, without limitation, to vote (or cause to be voted) all voting securities held by it (if any) in favor of any resolutions required to implement the Transactions, including shareholder approvals.

4.02          Negative Commitments. During the Agreement Effective Period, except as otherwise provided in Section 4.03, each Consenting Convertible Noteholder agrees, severally and not jointly, in respect of all of its Company Claims, that it shall not directly or indirectly:

(a)               object to, delay, impede, or take any other action or inaction that would reasonably be expected to interfere with acceptance, implementation, or consummation of the Transactions or take any action that is inconsistent in any material respect with the Transactions;

(b)               solicit, initiate, encourage, propose, respond, or engage in negotiations with respect to, or otherwise agree to, support, endorse, or approve any Alternative Transaction;

(c)               execute or file any agreement, instrument, form, or other document that is utilized to implement or effectuate, or that otherwise relates to, this Agreement or the Transactions that, in whole or in part, is not consistent with this Agreement or any Definitive Document;

(d)               file any motion, pleading, or other document with any court (including any modifications or amendments to any motion, pleading, or other document with any court) that, in whole or in part, is not materially consistent with this Agreement;

(e)               initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to this Agreement or the Transactions contemplated herein against the other Parties, any agent or trustee for any Company Claims, or any of their Affiliates, other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; or

(f)                exercise or accelerate, or direct any other Person to exercise or accelerate, any right or remedy for the enforcement, collection, or recovery of any Company Claims.

4.03          Additional Provisions Regarding the Consenting Convertible Noteholders’ Commitments. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement shall:

(a)               affect the ability of any Consenting Convertible Noteholder to consult with any other Consenting Convertible Noteholder, the Company or any of their respective Affiliates;

(b)               prevent any Consenting Convertible Noteholder from enforcing this Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement;

(c)               require any Consenting Convertible Noteholder to incur, assume, become liable in respect of or suffer to exist any expenses, liabilities or other obligations, or agree to or become bound by any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations to such Consenting Convertible Noteholder other than as expressly described in this Agreement, other than expenses that the Company has agreed in writing to reimburse or indemnify on terms satisfactory to such Consenting Convertible Noteholder;

(d)               prevent any Consenting Convertible Noteholder from protecting and preserving its rights, remedies, and interests, including its Claims against, or interests in, the Company or any of its Affiliates to the extent not inconsistent with this Agreement;

(e)               require any Consenting Convertible Noteholder to (i) take any action, or omit to take any action, not reasonably within its control or which would directly or indirectly breach or cause a breach of any legal or regulatory requirement or any order or direction of any relevant court or governmental authority or (ii) take part or be involved in any litigation or court or regulatory proceedings;

(f)                other than as expressly set forth herein, limit the rights or obligations of any Consenting Convertible Noteholder under, or constitute a waiver or amendment of any term or provision of any of, the following: (i) the 2027 Notes Indenture; (ii) the 2028 Notes Indenture; (iii) any of the Royalty Agreements, dated as of February 13, 2023, between the Company and each of the Consenting Convertible Noteholders (each, a “Royalty Agreement”); (iv) the Warrant Indenture, dated November 15, 2022, by and between the Company and TSX Trust Company; (v) the Warrant Indenture, dated February 13, 2023, by and between the Company and TSX Trust Company; and (vi) the Warrant Indenture, dated as of November 27, 2024, by and between the Company and TSX Trust Company;

(g)               constitute a termination or release of any liens on, or security interests in, any of the assets or properties of the Company or any of its direct or indirect subsidiaries that secure the obligations under any of the Convertible Notes or any Royalty Agreement; or

(h)               prevent any Consenting Convertible Noteholder from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence, or priority of its Company Claims (including the filing of a proof of claim against any debtor).

4.04          Limited Waiver. Subject to any rights or remedies granted to the Consenting Convertible Noteholders pursuant to this Agreement or the Definitive Documents:

(a)               the Consenting Convertible Noteholders agree that any failure by the Company to comply with Section 4.17 of the 2027 Notes Indenture or Section 4.17 of the 2028 Notes Indenture during the Agreement Effective Period shall not constitute a default or an event of default under the 2027 Notes Indenture or the 2028 Notes Indenture if, and only if, (i) during that portion of the Agreement Effective Period from September 1, 2025 until October 1, 2025, the Book Cash Balance (as defined in the 2027 Notes Indenture and the 2028 Notes Indenture, as applicable) shall be no less than US$1,900,000 and (ii) during that portion of the Agreement Effective Period from October 1, 2025 until October 21, 2025, the Book Cash Balance (as defined in the 2027 Notes Indenture and the 2028 Notes Indenture, as applicable) shall be no less than US$1,400,000; and

(b)               if this Agreement is validly terminated pursuant to the terms set forth in Section 11 (other than Section 11(c)), the Consenting Convertible Noteholders agree that any failure by the Company to comply with Section 4.17 of the 2027 Notes Indenture or Section 4.17 of the 2028 Notes Indenture during the period from the date of such termination until the tenth day after the date of such termination shall not constitute a default or an event of default under the 2027 Notes Indenture or the 2028 Notes Indenture if, and only if, such failures to comply have been cured prior to the tenth day after the date of such termination.

Section 5                 Commitments of the Company.

5.01          Affirmative Commitments. During the Agreement Effective Period, except as otherwise provided in Section 5.03, the Company agrees, and agrees to cause its subsidiaries, to:

(a)               use commercially reasonable efforts to support, act in good faith, and take all reasonable actions, to the extent practicable and subject to the terms hereof, reasonably necessary to implement and consummate the Transactions in accordance with the terms and conditions set forth in this Agreement, the Transaction Term Sheet, and the Definitive Documents;

(b)               to the extent any legal, tax, or structural impediment arises that would prevent, hinder, impede, or delay the consummation of the Transactions contemplated herein, take all steps commercially reasonable to address any such impediment, including to negotiate in good faith appropriate additional or alternative provisions to address such impediment;

(c)               negotiate in good faith the applicable Definitive Documents and use commercially reasonable efforts to (i) agree to the form and substance of such Definitive Documents consistent with the terms of this Agreement and (ii) execute, deliver, perform its obligations under, implement, and consummate the transactions contemplated by the Definitive Documents to which it is or is required to be a party that are consistent with this Agreement and the Transaction Term Sheet;

(d)               prepare (or cause to be prepared) each of the Definitive Documents necessary to implement the Transactions that the Parties have agreed the Company will prepare, and provide each such Definitive Document to, and afford a reasonable opportunity for comment and review of each of such Definitive Document by, the Consenting Convertible Noteholders as soon as reasonably practicable;

(e)               support and take all actions reasonably necessary or reasonably requested by the Consenting Convertible Noteholders to confirm the Company’s support for the Transactions;

(f)                use commercially reasonable efforts to obtain any and all required governmental, regulatory, or third-party approvals for the Transactions;

(g)               take all action necessary to promptly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining shareholder approval of the Transactions for purposes of the rules of the TSX Venture Exchange (TSX-V) no later than sixty (60) days from the date of signing this Agreement, the documentation for which meeting shall include the recommendation of the Company’s Board of Directors to vote in favor of approval of the Transactions;

(h)               actively and timely oppose and object to the efforts of any person seeking to object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Transactions, to the extent such opposition or objection is reasonably necessary or desirable to facilitate implementation of the Transactions;

(i)                 inform counsel to the Consenting Convertible Noteholders in writing (email being sufficient) as soon as reasonably practicable after becoming aware of: (i) any matter or circumstance which it knows, or believes to be a material impediment to the implementation or consummation of the Transactions; (ii) any notice of any commencement of any material involuntary insolvency proceedings, legal suit for payment of debt or securement of security from or by any person in respect the Company or any of its subsidiaries; (iii) any material breach of any of the terms, conditions, representations, warranties or covenants set forth in this Agreement; or (iv) any representation or statement made or deemed to be made by them under this Agreement which is or proves to have been incorrect or misleading in any material respect when made or deemed to be made;

(j)                 if the Company receives any bona fide proposal or offer to effect an Alternative Transaction, the Company shall (i) inform counsel to the Consenting Convertible Noteholders in writing (email being sufficient) within one (1) Business Day of receiving such proposal, with such notice to include the material terms thereof, including the identity of the Person(s) involved, and the action taken or proposed to be taken by the Company in response thereto, (ii) provide counsel and advisors to each of the Consenting Convertible Noteholders with regular updates as to the status and progress of such Alternative Transaction, and (iii) respond promptly to reasonable information requests and questions from counsel to the Consenting Convertible Noteholders relating to such Alternative Transaction; and

(k)               other than (i) as required by contracts existing on the date hereof or applicable law, (ii) with the consent of the Consenting Convertible Noteholders, or (iii) except as expressly contemplated, allowed, or required by this Agreement, (A) operate their business in the ordinary course consistent with past practices; (B) use commercially reasonable efforts (x) to preserve intact the Company’s business organization and relationships with third parties and employees, taking into account the Transactions; and (y) maintain good standing (or equivalent status under the laws of its incorporation or organization) under the laws of the jurisdiction in which the Company is incorporated or organized, taking into account the Transactions.

5.02          Negative Commitments. During the Agreement Effective Period, except as otherwise provided in Section 5.03, the Company shall not, and shall not permit its subsidiaries to, directly or indirectly:

(a)               object to, delay, impede, or take any other action or inaction that would reasonably be expected to interfere with acceptance, implementation, or consummation of the Transactions or take any action that is inconsistent with this Agreement, the Transaction Term Sheet, the Definitive Documents or the Transactions;

(b)               (i) seek discovery in connection with, prepare, or commence any proceeding or other action that challenges (A) the amount, validity, allowance, character, enforceability, or priority of any Company Claims of each of the Consenting Convertible Noteholders, or (B) the validity, enforceability, or perfection of any lien or other encumbrance securing any Company Claims of each of the Consenting Convertible Noteholders or (ii) support any Person in connection with any of the acts described in clause (i) of this Section 5.02(b);

(c)               execute or file any agreement, instrument, form, or other document that is utilized to implement or effectuate, or that otherwise relates to, this Agreement or the Transactions that, in whole or in part, is not consistent with this Agreement or any Definitive Document;

(d)               file any motion, pleading, or other document with any court (including any modifications or amendments to any motion, pleading, or other document with any court) that, in whole or in part, is not materially consistent with this Agreement;

(e)               initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to this Agreement or the Transactions contemplated herein against the other Parties, any agent or trustee for any Company Claims, or any of their respective Affiliates, other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; or

(f)                solicit, initiate, encourage, propose, respond, or engage in negotiations with respect to, or otherwise agree to, support, endorse, or approve any Alternative Transaction.

5.03          Additional Provisions Regarding the Company’s Commitments. Notwithstanding anything else in this Agreement to the contrary, nothing in this Agreement shall:

(a)               require the Company or any directors or officers of the Company, each in its capacity as a director or officer of the Company, to take any action or to refrain from taking any action, to the extent inconsistent with its or their fiduciary duties under applicable law (as determined by them in good faith after consultation with outside legal counsel); provided that the Company shall promptly provide written notice to the Convertible Noteholder Ad Hoc Group within three (3) Business Days after such determination;

(b)               affect the ability of the Company to consult with any other Consenting Convertible Noteholder or any of their respective Affiliates;

(c)               prevent the Company from enforcing this Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; or

(d)               require the Company to take any action, or omit to take any action, not reasonably within its control or which would directly or indirectly breach or cause a breach of any legal or regulatory requirement or any order or direction of any relevant court or governmental authority.

Section 6                 Cooperation and Support. Each Party hereby covenants and agrees to direct their respective advisors, as applicable, to cooperate with the other Parties’ advisors in good faith and shall coordinate their activities with respect to all matters concerning the negotiation, documentation, and implementation of the Transactions and the pursuit, approval and support of the Transactions.

Section 7                 Transfer of Claims.

(a)               During the Agreement Effective Period, no Consenting Convertible Noteholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Exchange Act) in any Company Claims to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless either (A) the transferee executes and delivers to counsel to the Parties specified in Section 14.05, before the time of the proposed Transfer, a Joinder, or (B) the transferee is a Consenting Convertible Noteholder and, at or before the time of such proposed Transfer, the transferee provides notice of such Transfer (including the amount and type of Company Claims Transferred) to counsel to the Parties specified in Section 14.05 (in the case of (A) or (B), each a “Permitted Transferee”). Notwithstanding anything herein to the contrary, any Transfer of a New Money Financing Commitment to any party (other than an Affiliate of the transferor or to another Consenting Convertible Noteholder) shall require the prior written consent of the Company (email shall suffice), which consent may not be unreasonably withheld; provided that, with respect to the Transfer of a New Money Financing Commitment to another Consenting Convertible Noteholder, the transferee shall provide notice of such Transfer (including the amount thereof) to the Company at the time of, or promptly after, such Transfer. Upon compliance with the requirements of Section 7(a), the transferor shall (i) be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent (but only to the extent) of the rights and obligations in respect of such transferred Company Claims, (ii) not be liable to any Party to this Agreement for the failure of transferee to comply with the terms and conditions of this Agreement after the date of such Transfer, and (iii) within 24 hours after the Transfer, deliver written notice of the Transfer to counsel to the Parties specified in Section 14.05, which notice shall include the amount and type of Company Claims Transferred. Any Transfer in violation of this Section 7(a) shall be void ab initio and of no force or effect until such a Joinder is executed and effective. Upon the consummation of a Transfer in accordance herewith, the transferee shall be deemed a “Consenting Convertible Noteholder” and a “Party” under this Agreement, and shall be deemed to make all of the representations, warranties and covenants of a Consenting Convertible Noteholder, as set forth in this Agreement.

(b)               Notwithstanding anything to the contrary in this Section 7, the restrictions on Transfer set forth in this Section 7 shall not apply to the grant of any liens or encumbrances on any Company Claims in favor of a bank or broker-dealer holding custody of such Company Claims in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such Company Claims.

(c)               Any Consenting Convertible Noteholder may Transfer any Company Claim to a Qualified Marketmaker and a Qualified Marketmaker that acquires any Company Claim with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims shall not be required to execute and deliver a Joinder in respect of such Company Claims, in each case, solely to the extent that (i) such Qualified Marketmaker subsequently transfers such Company Claims (by purchase, sale assignment, participation, or otherwise) within five (5) Business Days of its acquisition to a transferee that is a Person that is not an Affiliate with a common investment advisor; (ii) the transferee otherwise is a Permitted Transferee that has complied with Section 7(a); and (iii) the Transfer otherwise is a permitted Transfer that has been made in compliance with Section 7(a); provided, that, if the foregoing items (i) through (iii) are not satisfied, the Qualified Marketmaker will be required to execute and deliver a Joinder. To the extent that a Consenting Convertible Noteholder is acting in its capacity as a Qualified Marketmaker, it may transfer (by purchase, sale, assignment, participation or otherwise) any right, title or interests in Company Claims that the Qualified Marketmaker acquires from a holder of the Company Claims who is not a Consenting Convertible Noteholder, so long as such transferee is a Consenting Convertible Noteholder that has complied with Section 7(a).

Section 8                 Releases. The Parties agree that the Definitive Documents implementing the Transactions shall contain usual and customary mutual releases of all claims arising before the Transaction Effective Date (including contractual releases) that shall become effective solely upon, and in the event of, the occurrence of the Transaction Effective Date and shall be binding on the Parties and their respective Affiliates upon the Transaction Effective Date.

Section 9                 Consenting Convertible Noteholders’ Legal Fees. Whether or not the transactions contemplated by this Agreement are consummated, the Company shall pay, or reimburse the Consenting Convertible Noteholders, as the case may be, all reasonable legal fees and expenses of Paul Hastings incurred in connection with its representation of the Convertible Noteholder Ad Hoc Group as follows: (a) upon termination of this Agreement, all such accrued and unpaid fees and expenses incurred up to (and including) the applicable termination date shall be paid in full in cash promptly (but in any event within five (5) Business Days from the applicable termination date); and (b) all such accrued and unpaid fees and expenses incurred up to (and including) the Transaction Effective Date shall be paid in full in cash on the Transaction Effective Date.

Section 10             Mutual Representations and Warranties. Each of the Parties, severally and not jointly, represents and warrants to each other Party, as of the Agreement Effective Date:

(a)               it is validly existing and in good standing under the laws of the state or province of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by law or equity; and

(b)               it has all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to perform its respective obligations under this Agreement.

Section 11             Termination Events. This Agreement, and the obligations of all Parties hereunder, shall automatically be terminated at the earlier of:

(a)               5:00 p.m. (prevailing Eastern Time) on October 21, 2025; provided that the Company and the Required Consenting Convertible Noteholders may, upon mutual agreement, extend such date for one or more successive periods of up to thirty (30) days per period, with notice of any such extension to be provided by email to the remaining Consenting Convertible Noteholders in accordance with Section 14.08 of this Agreement;

(b)               one (1) Business Day after the Company notifies the Consenting Convertible Noteholders that the Company will be or was unable to obtain shareholder approval of the Transactions as contemplated by Section 5.01(g) or that any of the other conditions set forth in the Definitive Documents are unable of being satisfied prior to October 21, 2025;

(c)               the occurrence of any event of default under the definitive documentation governing the Convertible Notes, the Bridge Notes (as defined in the Transaction Term Sheet) or any Royalty Agreement, solely to the extent that such event of default arises from facts (x) occurring after the Agreement Effective Date and (y) unrelated to this Agreement or the Transactions, and solely to the extent that any applicable cure or notice period has lapsed, upon delivery of notice of termination of this Agreement to the other Parties by the Required Consenting Convertible Noteholders;

(d)               the date and time that the Company (i) publicly announces that (A) it or its Board of Directors intends to not support the Transactions, (B) it intends to accept an Alternative Transaction or (ii) executes a definitive written agreement with respect to an Alternative Transaction;

(e)               the Transaction Effective Date; and

(f)                delivery of written notice of termination by either (i) the Company; or (ii) the Required Consenting Convertible Noteholders, in accordance with Section 14.05 of this Agreement, upon any material breach by another Party (which for purposes of this Section 11(f) shall include delivery of written notice by the Company in accordance with Section 5.03(a) of this Agreement) of the representations, warranties, or covenants set forth in this Agreement, that remains uncured and unwaived for five (5) Business Days; provided that the Company or the Required Consenting Convertible Noteholders may not deliver a written notice of termination under this Section 11(f), and delivery of any such notice shall be ineffective, while it, or any holder in its applicable group (if other than the Company) that is a Party, is also in material breach of this Agreement and such breach remains uncured.

Section 12             Amendments and Waivers.

(a)               This Agreement may not be modified, amended, or supplemented, and no condition or requirement of this Agreement may be waived, in any manner except in accordance with this Section 12.

(b)               This Agreement may be modified, amended, or supplemented, or a condition or requirement of this Agreement may be waived, in a writing signed by the Company and the Required Consenting Convertible Noteholders; provided that, if any such amendment or modification would have a disproportionately adverse impact on a Consenting Convertible Noteholder, then the consent of each such affected Consenting Convertible Noteholder shall also be required to amend or modify this Agreement.

(c)               Any modification, amendment, waiver, or supplement that does not comply with this Section 12 shall be ineffective and void ab initio.

(d)               The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy or any provision of this Agreement, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise of such right, power or remedy or the exercise of any other right, power or remedy. All remedies under this Agreement are cumulative and are not exclusive of any other remedies provided by applicable law.

Section 13             Disclosure; Publicity. The Company shall submit drafts to the Consenting Convertible Noteholders of any press releases, public filings, public announcements, other public documents or other communications with any news media, in each case, to be made by the Company relating to this Agreement (or the transactions contemplated hereby) or that constitute disclosure of the existence or terms of this Agreement or any amendment to the terms of this Agreement at least one (1) Business Day, or as soon as reasonably practicable, before making any such disclosure or filing and shall afford them a reasonable opportunity to comment on such documents and disclosures, and shall consider any such reasonable comments in good faith. Without the prior written consent of the applicable Consenting Convertible Noteholder, the Company shall not disclose the name of any Consenting Convertible Noteholder in any press releases, public filings, public announcements, other public documents or other communications with any news media unless such disclosure is required by applicable law or legal process (in which case the Company shall, to the extent permitted by law, provide each applicable Consenting Convertible Noteholder with notice of such disclosure a reasonable period of time in advance of such disclosure so that each such Consenting Convertible Noteholder may seek protective measures, if desired).

Section 14             Miscellaneous.

14.01      GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. THIS AGREEMENT AND ANY CLAIMS, CONTROVERSIES, DISPUTES, OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT ARE TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE APPLICABLE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION, OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IN ANY WAY RELATING TO THIS AGREEMENT, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION, OR PROCEEDING MAY BE HEARD AND DETERMINED IN NEW YORK STATE COURT, OR, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.

14.02      Trial by Jury Waiver. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

14.03      Execution of Agreement. This Agreement may be executed and delivered in any number of counterparts and by way of electronic signature and delivery, each such counterpart, when executed and delivered, shall be deemed an original, and all of which together shall constitute the same agreement. Each individual executing this Agreement on behalf of a Party has been duly authorized and empowered to execute and deliver this Agreement on behalf of said Party.

14.04      Rules of Construction. This Agreement is the product of negotiations among the Company and the Consenting Convertible Noteholders, and in the enforcement or interpretation hereof, is to be interpreted in a neutral manner, and any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement, or any portion hereof, shall not be effective in regard to the interpretation hereof. The Company and the Consenting Convertible Noteholders were each represented by counsel during the negotiations and drafting of this Agreement and continue to be represented by counsel.

14.05      Notices. All notices hereunder shall be deemed given if in writing and delivered, by electronic mail, courier, or registered or certified mail (return receipt requested), to the following addresses (or at such other addresses as shall be specified by like notice):

(a)               if to the Company, to:

Electra Battery Materials Corporation

133 Richmond Street West

Suite 602

Toronto, ON M5H 2L3

Canada

Attn: Trent Mell

Email: [redacted]

with a copy to:

Cassels Brock & Blackwell LLP

Suite 2200, RBC Place, 885 West Georgia St.

Vancouver, BC V6C 3E8 Canada

Attn: Sam Cole

Email: scole@cassels.com

Paul Hastings LLP

1170 Peachtree Street N.E.

Suite 100

Atlanta, GA 30309

Attn: Zach Cochran

Email: zachcochran@paulhastings.com

Paul Hastings LLP

71 South Wacker Drive

Suite 4500

Chicago, IL 60606

Attn: Matt Warren

Email: [redacted]

Any notice given by delivery, mail, or courier shall be effective when received or if sent by electronic mail, when sent to the extent that an undeliverable message is not promptly received by the sender thereof.

14.06      No Waiver of Rights. If this Agreement is terminated for any reason (i) nothing herein shall be construed as a waiver by any Party of any or all of such Party’s rights, remedies, claims, or defenses and the Parties expressly and fully reserve any and all of their respective rights, remedies, claims, and defenses, including pursuant to Federal Rule of Evidence 408, and any other applicable rules of evidence whether under federal or state law and, other than termination of this Agreement pursuant to Section 11(f), (ii) this Agreement and all negotiations relating hereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce the terms of this Agreement or a right to the payment of damages to which a Party may be entitled under this Agreement, and (iii) all and any rights of the Parties are reserved and preserved and not impacted in any way by this Agreement.

14.07      Claims. Except where otherwise specified, the agreements, representations, warranties, and obligations of the Consenting Convertible Noteholders under this Agreement are, in all respects, several and not joint.

14.08      Email Consents. Notwithstanding anything to the contrary herein, where a written consent, acceptance, approval, extension, notice or waiver is required pursuant to or contemplated by this Agreement, including a written approval by any Party, such written consent, acceptance, approval, or waiver shall be deemed to have occurred if, by agreement between counsel identified in Section 14.05 to the applicable Parties submitting and receiving such consent, acceptance, approval, extension or waiver, it is conveyed in writing (including electronic mail) between each such counsel without representations or warranties of any kind on behalf of such counsel.

14.09      Survival. Notwithstanding the termination of this Agreement pursuant to Section 11, the terms, provisions, agreements and obligations of the Parties in Sections 9 and 12, and any defined terms used in any of the forgoing Sections (solely to the extent used therein), shall survive such termination and shall continue in full force and effect in accordance with the terms hereof.

14.10      Acknowledgment. The Company understands that each Consenting Convertible Noteholder is engaged in a wide range of financial services and businesses, and, in furtherance of the foregoing, the Company acknowledges and agrees that the obligations set forth in this Agreement shall only apply to the trading desk(s) or business group(s) of the Consenting Convertible Noteholder that is indicated on the signature page hereto, and shall not apply to any other affiliate, trading desk or business group of the Consenting Convertible Noteholder.

14.11      Relationship Among Parties. Notwithstanding anything to the contrary herein, the duties and obligations of the Consenting Convertible Noteholders under this Agreement shall be several, not joint. None of the Consenting Convertible Noteholders shall, as a result of entering into this Agreement, have any fiduciary duty, any duty of trust or confidence in any form, or other similar duties or responsibilities to one another, any Consenting Convertible Noteholders, the Company, or any of the Company’s creditors or other stakeholders, and, other than as expressly set forth herein, there are no commitments among or between the Consenting Convertible Noteholders. It is understood and agreed that any Consenting Convertible Noteholders may trade in any debt or equity securities, or any other financial instruments, of any entity, including the Company, without the consent of the Company or any Consenting Convertible Noteholders, subject to applicable securities laws, any confidentiality agreement, and this Agreement. No prior history, pattern, or practice of sharing confidences among or between any of the Consenting Convertible Noteholders or the Company shall in any way affect or negate this understanding and agreement. The Parties have no agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any securities of any of the Company and do not constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act or Rule 13d-5 promulgated thereunder. All rights under this Agreement are separately granted to each Consenting Convertible Noteholder by the Company and vice versa, and the use of a single document is for the convenience of the Company. The decision to commit to enter into the Transactions contemplated by this Agreement and the other Definitive Documents have been made independently.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the Execution Date.

ELECTRA BATTERY MATERIALS CORPORATION

By: (signed) “Trent Mell”

Name: Trent Mell

Title: President and Chief Executive Officer

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the Execution Date.

WHITEBOX RELATIVE VALUE PARTNERS, LP

By: (signed) “Andrew Thau”

Name: Andrew Thau

Title: Managing Director

Address for Notices:

3033 Excelsior Blvd, Suite 500

Minneapolis, MN 55416

Attn: [redacted]

Email: [redacted]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the Execution Date.

WHITEBOX GT FUND, LP

By: (signed) “Andrew Thau”

Name: Andrew Thau

Title: Managing Director

Address for Notices:

3033 Excelsior Blvd, Suite 500

Minneapolis, MN 55416

Attn: [redacted]

Email: [redacted]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the Execution Date.

WHITEBOX MULTI-STRATEGY PARTNERS, LP

By: (signed) “Andrew Thau”

Name: Andrew Thau

Title: Managing Director

Address for Notices:

3033 Excelsior Blvd, Suite 500

Minneapolis, MN 55416

Attn: [redacted]

Email: [redacted]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the Execution Date.

PANDORA SELECT PARTNERS, LP

By: (signed) “Andrew Thau”

Name: Andrew Thau

Title: Managing Director

Address for Notices:

3033 Excelsior Blvd, Suite 500

Minneapolis, MN 55416

Attn: [redacted]

Email: [redacted]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the Execution Date.

NINETEEN77 GLOBAL MULTI STRATEGY ALPHA MASTER LIMITED

By: UBS Asset Management (Americas) LLC,

its investment manager

By: (signed) “Doyle Horn”

Name: Doyle Horn

Title: Director

By: (signed) “Jennifer Edelheit”

Name: Jennifer Edelheit

Title: Executive Director

Address for Notices:

c/o UBS Asset Management (Americas) LLC

One North Wacker Drive

Chicago, IL 60606

Attn: O’Connor Legal

Email:      [redacted]

[redacted]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the Execution Date.

HIGHBRIDGE TACTICAL CREDIT MASTER FUND, L.P.

By: Highbridge Capital Management, LLC,

as Trading Manager and not in its individual capacity

By: (signed) “Steve Ardovini”

Name: Steve Ardovini

Title: Managing Director

Address for Notices:

Official Address (No Mail Please):

Highbridge Tactical Credit Master Fund, L.P.

c/o Maples and Calder

P.O. Box 309 GT, Ugland House

South Church Street

George Town, Grand Cayman

Cayman Islands, British West Indies

Correspondence Address (Use for Notices):

Highbridge Tactical Credit Master Fund, L.P.

c/o Highbridge Capital Management, LLC

277 Park Ave, 23rd Floor

New York, NY 10172

Attn: [redacted]

Email: [redacted]

[redacted]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the Execution Date.

HIGHBRIDGE TACTICAL CREDIT INSTITUTIONAL FUND, LTD.

By: Highbridge Capital Management, LLC,

as Trading Manager and not in its individual capacity

By: (signed) “Steve Ardovini”

Name: Steve Ardovini

Title: Managing Director

Address for Notices:

Official Address (No Mail Please):

Highbridge Tactical Credit Institutional Fund, Ltd.

c/o Maples and Calder

P.O. Box 309 GT, Ugland House

South Church Street

George Town, Grand Cayman

Cayman Islands, British West Indies

Correspondence Address (Use for Notices):

Highbridge Tactical Credit Institutional Fund, Ltd.

c/o Highbridge Capital Management, LLC

277 Park Ave, 23rd Floor

New York, NY 10172

Attn: [redacted]

Email: [redacted]

[redacted]

Exhibit A

Transaction Term Sheet

TRANSACTION TERM SHEET

August 21, 2025

This term sheet (including all exhibits, annexes, appendices and schedules to this term sheet, as amended, supplemented or otherwise modified from time to time, this “Term Sheet”) summarizes the material terms and conditions of certain proposed deleveraging and recapitalization transactions involving Electra Battery Materials Corporation and its subsidiaries. The Transactions (as defined below) will be consummated on the terms and subject to the conditions set forth in the Transaction Support Agreement, dated as of August 21, 2025 (the “Agreement”), to which this Term Sheet is attached as Exhibit A. Capitalized terms used but not defined in this Term Sheet that are defined in the Agreement shall have the meanings assigned to such terms in the Agreement.

THIS TERM SHEET IS NOT AN OFFER, SOLICITATION OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES. ANY SUCH OFFER, SOLICITATION OR ACCEPTANCE WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS. NOTHING CONTAINED IN THIS TERM SHEET SHALL BE AN ADMISSION OF FACT OR LIABILITY. THIS TERM SHEET DOES NOT ADDRESS ALL TERMS THAT WOULD BE REQUIRED IN CONNECTION WITH THE TRANSACTIONS, WHICH TRANSACTIONS WILL BE SUBJECT TO DEFINITIVE DOCUMENTS, AND THE CLOSING OF ANY TRANSACTIONS SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SUCH DEFINITIVE DOCUMENTS.

Without limiting the generality of the foregoing, this Term Sheet and the undertakings contemplated herein are subject in all respects to the negotiation, execution, and delivery of definitive documents acceptable to the Company and the Consenting Convertible Noteholders in accordance with the Agreement. The regulatory, tax, accounting, and other legal and financial matters and effects related to the Transactions and any related or similar transaction have not been fully evaluated, and any such evaluation may affect the terms and structure of any Transaction or any related transactions.

This Term Sheet and the information contained herein are entitled to protection from any use or disclosure to any party or person pursuant to Rule 408 of the Federal Rules of Evidence and any other similar applicable rule, statute, or doctrine protecting the use or disclosure of confidential settlement discussions.

On or about the initial Agreement Effective Date, the Company will issue and sell to the Consenting Convertible Noteholders as of such date, and each Consenting Convertible Noteholder as of such date shall severally and not jointly purchase, an aggregate principal amount of new bridge notes (the “Bridge Notes”) as set forth on the signature page of such Consenting Convertible Noteholder to the Agreement.

Each Convertible Note exchanged in the Equity Exchange will be exchanged for a number of Common Shares equal to (i) the aggregate principal amount of such Convertible Note plus the aggregate amount of all accrued and unpaid interest (including any deferred interest amounts) on such Convertible Note divided by (ii) US$0.60.

The Consenting Convertible Noteholders will agree to backstop (the “Backstop Commitment”) an aggregate US$10,000,000 of New Equity Offering Units to be sold in the New Equity Offering at a price per New Equity Offering Unit of US$0.75. All units sold pursuant to the Backstop Commitment shall be sold at the same price per New Equity Offering Unit as all other investors participating in the New Equity Offering. Each Consenting Convertible Noteholder will, severally and not jointly, be responsible to fund that portion of the Backstop Commitment equal to its pro rata ownership of Convertible Notes, calculated based on the aggregate principal amount of Convertible Notes held by all Consenting Convertible Noteholders. The Consenting Convertible Noteholders’ respective obligations to purchase securities pursuant to the Backstop Commitment will be reduced to the extent third party investors purchase more than US$20,000,000 in the New Equity Offering.

Conditions Precedent to

the Exchanges and

Purchases under the

Amendment to

New Term Loan

Covenants / Reps and

Warranties / Events of

The New Term Loan will require cash and cash equivalents in accounts subject to control agreements to be at least US$15.0 million at all times, which amount will reduce to US$2.0 million on the later of (i) April 1, 2026 and (ii) such date as the Company has provided to the new term loan lenders signed binding commitments on terms and conditions acceptable to the new term loan lenders pursuant to which (x) the Government of Canada will fund to the Company at least CAD20 million and (y) the Government of Ontario will fund to the Company at least CAD 17.5 million.

Bridge Notes

The Company may redeem the Bridge Notes at any time at a redemption price equal to 100% of the aggregate principal amount of Bridge Notes redeemed plus all accrued and unpaid interest thereon.

Certain Conditions

Any documents contemplated by this Term Sheet, including any Definitive Documents, that remain the subject of negotiation as of the Agreement Effective Date shall be subject to the rights and obligations set forth in the Transaction Support Agreement. Failure to reference such rights and obligations as it relates to any document referenced in this Term Sheet shall not impair such rights and obligations.

Definitive Documents for the Transactions and the Bridge Notes will include tax gross-ups for any withholding tax due on payments made to any of the Consenting Convertible Noteholders in connection with any of the securities or loans acquired in the Transactions or the Bridge Notes.

Exhibit B

Form of Joinder

The undersigned (“Joinder Party”) hereby acknowledges that it has read and understands the Transaction Support Agreement, dated as of August 21, 2025 (as amended, supplemented, amended and restated, or otherwise modified from time to time in accordance with the terms thereof, the “Agreement”),2 by and among the Persons named therein including Persons named therein as “Consenting Convertible Noteholders” thereunder.

 1. Agreement to be Bound. The Joinder Party hereby agrees to be bound by all of the terms of the Agreement, a copy of which is attached hereto as Annex I (as the same has been or may hereafter be amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof). The Joinder Party shall hereafter be deemed to be a “Consenting Convertible Noteholder” and a “Party” for all purposes under the Agreement and with respect to all Company Claims held by the Joinder Party.

 2. Representations and Warranties. The Joinder Party hereby (i) represents and warrants that it is a Permitted Transferee and (ii) makes the representations and warranties of the Consenting Convertible Noteholder set forth in Section 10 of the Agreement, in each case to each other Party, effective as of the date hereof.

 3. Governing Law. This Joinder to the Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to any conflicts of law provisions which would require the application of the law of any other jurisdiction.

[Signature Page Follows]

_______________________________

2 Capitalized terms used but not otherwise defined herein shall having the meanings ascribed to such terms in the Agreement.

JOINDER PARTY:

Date Executed:

By: ____________________________________________

Name:

Title:

Address:

E-mail address(es):

Exhibit 99.2

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS THIS PROMISSORY NOTE HAS BEEN REGISTERED UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURSIDCTION OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY.

PROMISSORY NOTE

Note No. [●]

FOR VALUE RECEIVED, Electra Battery Materials Corporation, a corporation existing under the Canada Business Corporation Act (the “Company”), hereby unconditionally promises to pay to [●], or its successors and permitted assigns (the “Holder”), in lawful money of the United States of America and in immediately available funds, the principal sum of [●] ($[●]) (as such amount may, from time to time, be decreased pursuant to the terms hereof, the “Principal Amount”), together with interest thereon as provided for below. Certain capitalized terms used herein are defined in Annex I attached hereto and hereby made a part hereof.

This Note (as defined below) is one of several promissory notes issued by the Company pursuant to that certain Note Purchase Agreement, dated as of August 21, 2025 (the “Note Purchase Agreement”), by and among the Company and the several purchasers of the notes specified therein.

The initial Holder is listed above in this Note. The Borrower shall maintain a copy of each transfer and a register for the recordation of the names and addresses of the applicable holders of this Note and the other notes issued pursuant to the Note Purchase Agreement, and the principal amounts (and interest) of the notes held by each such holder from time to time (the “Note Register”). The Company shall treat each Person whose name is recorded in the Note Register pursuant to the terms hereof as a holder for all purposes of such notes. The Note Register shall be available for inspection by the Holder, at any reasonable time and from time to time upon reasonable prior notice. Prior to due presentment for transfer of this Note, the Company may, upon receipt of appropriate signed notice from the Person previously listed on the Note Register as owner hereof, treat the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

1.     Principal; Interest; Matters Regarding Payment.

(a)            The Company shall pay in full Principal Amount of this Note, together with all accrued and unpaid interest on such Principal Amount, on November 20, 2025 (the “Maturity Date”).

(b)           The Company shall pay interest on the unpaid Principal Amount outstanding from time to time in arrears at the rate of twelve percent (12%) per annum from the original issue date of this Note to, and including, the date on which the Principal Amount is paid in full (whether before or after the Maturity Date, upon any prepayment or upon acceleration of the debt evidence by this Note). Interest shall be calculated on the basis of a 360-day year consisting of twelve 30 day months. For the purpose of complying with the Interest Act (Canada), where interest is calculated pursuant hereto at a rate based upon a 360 day period (for the purposes of this Section 1(b) the “first rate”), the yearly rate or percentage of interest to which the first rate is equivalent is the first rate multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360.

(c)            All payments under this Note shall be made in lawful money of the United States of America and in immediately available funds. Each such payment must be received by the Holder not later than 12:00 p.m., New York City time, on the date such payment becomes due and payable. Any payment received by the Holder after such time will be deemed to have been made on the next following Business Day and such extension of time shall be reflected in computing interest or fees, as the case may be. If a payment under this Note otherwise would become due and payable on a day that is not a Business Day, the due date thereof shall be extended to the next Business Day, and interest shall be payable thereon during such extension. All amounts to be paid in cash hereunder shall be paid when due by wire transfer in United States dollars and immediately available funds in accordance with the wire instructions delivered by such Person entitled to receive such payment prior to such payment.

(d)           All amounts owed under this Note shall be paid without any deductions or other reductions of any kind whatsoever, including but not limited to any deduction or other reduction for any set-off, recoupment, claim, counterclaim or defense (other than the defense of payment in full in cash of this Note). Nothing contained in the immediately preceding sentence shall prevent the Company from pursuing any claim it is otherwise entitled to bring under applicable law but such claim must be brought in an independent action and such claim shall not impair the payment obligations under this Note.

(e)            All payments made hereunder shall first be applied to fees, costs and expenses which the Company is obligated to pay under this Note, then to accrued and unpaid interest payable pursuant to this Note and then to the unpaid Principal Amount of this Note. If after all applications of such payments have been made as provided in this paragraph any amounts remain, then the remaining amount of such payments shall be returned to the Company.

(f)            Anything contained in this the Note to the contrary notwithstanding, the Holder does not intend to charge and the Company shall not be required to pay interest or other charges in excess of the maximum rate (if any) permitted by applicable law. Any payments in excess of such maximum shall be refunded to the Company or credited against principal.

(g)           Notwithstanding Section 1(d) hereof, if any applicable law requires the deduction or withholding of any tax from any payment hereunder, then the Company shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant governmental authority in accordance with applicable law and, then the sum payable by the Company shall be increased as necessary so that after such deduction or withholding has been made the Holder receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(h)            To the extent that the Company does not deduct or withhold the amount of any tax required by applicable law to be deducted or withheld from any payment hereunder and timely pay or otherwise remit the full amount deducted or withheld to the relevant governmental authority and the Holder is obligated to and pays any such amount to the relevant governmental authority, the Company agrees to indemnify the Holder, within 15 days after demand therefor, for the full amount of any and all such payments made by the Holder, together with any reasonable expenses arising therefrom or with respect thereto, whether or not such taxes were correctly or legally imposed or asserted by the relevant governmental authority. A certificate as to the amount of such payment by the Holder shall be conclusive evidence of the amount owing pursuant to this indemnify absent manifest error.

2.              Ranking. This Note shall be pari passu in right of payment with respect to each other note issued pursuant to the Note Purchase Agreement, each of the Convertible Notes and the Royalty Agreements. All payments to the holders of the notes issued pursuant to the Note Purchase Agreement (including the Holder) shall be distributed pro rata among the holders based upon the aggregate unpaid principal amount and accrued interest of each of such notes outstanding (including this Note) as of the Business Day immediately prior to any such payment. The Borrower shall not make any payment except as shall be shared ratably between the holders of the notes issued pursuant to the Note Purchase Agreement so as to maintain as near as possible the amount of the indebtedness owing under each of such notes pro rata according to the respective proportionate interest in the amount of obligations owed as of the date immediately prior to such payment or payments.

3.              Voluntary and Mandatory Prepayment.

(a)            The Company may prepay the Principal Amount in whole or in part at any time without premium or penalty. Any such voluntary prepayment pursuant to this Section 3(a) shall be accompanied by an amount equal to the accrued and unpaid interest on such prepaid Principal Amount to, and including, the date of such prepayment. Any prepayment pursuant to this Section 3(a) shall be made upon not less than three (3) Business Days prior written notice to the Holder, which notice shall include the calculation of the interest payable in such prepayment. Upon the giving of any such notice pursuant to this Section 3(a), that portion of the Principal Amount, and the associated interest payable with respect thereto, shall become due and payable on the prepayment date specified in such notice. Any voluntary prepayment pursuant to this Section 3(a) shall be applied as set forth in Section 1(e).

(b)           As soon as possible, and in any event no later than five (5) Business Days prior to the occurrence of a Mandatory Prepayment Event, the Company shall furnish to the Holder written notice setting forth in reasonable detail the facts and circumstances underlying such Mandatory Prepayment Event. The occurrence of any such Mandatory Prepayment Event shall constitute an irrevocable obligation by the Company to prepay all, but not less than all, of this Note at an amount equal to the then unpaid principal amount thereof together with all accrued and unpaid interest through the date of prepayment (plus any unpaid costs and expenses owed to Holder under this Note), on the date of such Mandatory Prepayment Event. Any mandatory prepayment pursuant to this Section 3(b) shall be applied as set forth in Section 1(e). The Company will not consummate, and will not permit the consummation of, a Mandatory Prepayment Event unless it complies with this Section 3(b).

4.              Representations. The Company and each of the Guarantors represents and warrants to the Holder as follows:

(a)            Incorporation; Good Standing. The Company and each of the Guarantors (i) is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (ii) has all requisite corporate or other power to own its property and conduct its business as now conducted and as presently contemplated.

(b)           Authorization. The execution, delivery and performance of this Note (i) are within the corporate and other power and authority of the Company and each of the Guarantors, (ii) have been duly authorized by all necessary corporate or other requisite action or proceedings on the part of the Company and each of the Guarantors, (iii) do not conflict with, result in a breach or default (whether with notice or passage or time, or both), or result in any contravention of any provision of any law, statute, rule or regulation to which the Company or any of the Guarantors or any of their respective subsidiaries is subject or any judgment, order, writ, injunction, license or permit applicable to the Company or any of the Guarantors or any of their respective subsidiaries and (iv) do not conflict with, result in a breach or default (whether with notice or passage or time, or both), or give rise to any right of acceleration, termination, modification or similar right under any provision of the organizational documents or by-laws of, or any material agreement or other material instrument binding upon, the Company or any of the Guarantors or any of their respective subsidiaries or any of the assets of the Company or any of the Guarantors or any of their respective subsidiaries.

(c)            Enforceability. This Note is the legal, valid and binding obligation of the Company and each of the Guarantors, enforceable against the Company and each Guarantor in accordance with its terms subject to (i) the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization and other similar laws affecting creditors’ rights generally; and (ii) the extent that equitable principles may limit the availability of certain remedies including remedies of specific performance and injunctive relief, which equitable remedies may only be granted in the discretion of a court..

All representations and warranties made in this Note shall survive the execution and delivery of this Note, the consummation of the transactions contemplated by this Note, and any investigation by the Holder.

5.              Covenants. The Company and each of the Guarantors hereby covenants and agrees, until full payment of this Note, as follows:

(a)            Corporate Existence; Maintenance of Properties. The Company and each of the Guarantors will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate existence of each of its subsidiaries.

(b)           Notices. The Company will notify the Holder in writing upon the Company becoming aware of the occurrence of any Event of Default. If any Person shall give any notice or take any other action in respect of a claimed default (whether or not constituting an Event of Default) under this Note, the Convertible Notes or any of the Royalty Agreements, the Company shall forthwith give written notice thereof to the Holder, describing the notice or action and the nature of the claimed default.

(c)            Expenses. The Company shall pay or reimburse the Holder, on demand, for any and all reasonable costs and expenses, including, but not limited to, the reasonable fees and disbursements of legal counsel retained by the Holder, incurred in the preservation, defense, protection, or collection or other enforcement of this Note or in attempting to do any of the foregoing.

6.              Guarantees.

(a)            Subject to this Section 6, each of the Guarantors hereby, as a primary obligor and not merely as surety, jointly and severally, unconditionally guarantees to the Holder, irrespective of the validity and enforceability of this Note or the obligations of the Company hereunder, that:

(i)                               the principal and interest on this Note and such other Note Obligations will be promptly paid in full in cash when due, whether at maturity, by acceleration, prepayment or otherwise, and interest on the overdue principal of and interest on this Note, if any, if lawful, and all other obligations of the Company to the Holder hereunder will be promptly paid in full in cash or performed on demand by the Holder, all in accordance with the terms hereof and thereof; and

(ii)           in case of any extension of time of payment or renewal of this Note or any of such other obligations (including Note Obligations), that same will be promptly paid in full in cash when due or performed in accordance with the terms of the extension or renewal on demand by the Holder, whether at maturity, by acceleration or otherwise.

(b)           Following any failure by the Company to make payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately upon demand by the Holder. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

(c)            The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of this Note, the absence of any action to enforce the same, any amendment, waiver or consent by the Holder with respect to any provisions hereof, the recovery of any judgment against the Company or any other Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder including any of the following: (i) any demand for payment or performance and protest and notice of protest; (ii) any notice of acceptance; (iii) any presentment, demand, protest or further notice or other requirements of any kind with respect to any Note Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable; and (iv) any other notice in respect of any Note Obligation or any part thereof, and any defense arising by reason of any disability or other defense of the Company or any Guarantor. Each Guarantor further unconditionally and irrevocably agrees not to (x) enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against the Company or any Guarantor or (y) assert any claim, defense, setoff or counterclaim it may have against the Company or any other Guarantor or set off any of its obligations to the Company or any other Guarantor against obligations of such Guarantor to the Company or such other Guarantor (other than the defense of payment in full in cash of this Note). No obligation of any Guarantor hereunder shall be discharged other than by complete payment and / or performance. Each Guarantor further waives any right such Guarantor may have under any applicable requirement of law to require the Holder to seek recourse first against the Company or any other Person as a condition precedent to enforcing such Guarantor’s liability and obligations under this Section 6.

(d)           If the Holder is required by any court or otherwise to return any amount paid by the Company or any Guarantor, each of the Guarantees provided in this Section 6, to the extent theretofore discharged, will be reinstated in full force and effect.

(e)            Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holder in respect of any obligations guaranteed hereby until payment in full in cash of all obligations (including the Note Obligations) guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holder, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated pursuant to Section 7 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Section 7, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this guarantee.

(f)            Each Guarantor hereby confirms that it is the intention of such Guarantor that the guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of applicable bankruptcy law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar law to the extent applicable to any Guarantee. To effectuate the foregoing intention, each Guarantor hereby irrevocably agrees that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Section 6, result in the obligations of such Guarantor under its guarantee not constituting a fraudulent transfer or conveyance. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Note and that its Guarantee, and the waivers set forth herein, are knowingly made in contemplation of such benefits.

(g)           To evidence a guarantee pursuant to this Section 6, this Note will be executed on behalf of each Guarantor by one of its officers or authorized representatives and, with respect to any Guarantors providing a Guarantee after the date hereof, a joinder agreement will be executed on behalf of such Guarantor by one of its officers in a form reasonably satisfactory to the Holder. Each Guarantor hereby agrees that its Guarantee will remain in full force and effect notwithstanding any failure to endorse on this Note a notation of such Guarantee.

(h)           Except as otherwise provided in Section 6(i), a Guarantor may not, directly or indirectly, (1) consolidate with, merge or amalgamate with or into, or (2) sell, convey, transfer or lease all or substantially all of its properties and assets to (whether or not such Guarantor is the surviving Person), any other Person, other than the Company or another Guarantor, unless.

(i)             immediately after giving effect to that transaction, no Event of Default has occurred and is continuing or would be caused thereby; and

(ii)           the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation, merger or amalgamation (if other than the Company or another Guarantor) is an entity organized under the laws of the United States or Canada (including any province or territory thereof) and otherwise reasonably acceptable to the Holder and expressly assumes, by executing and delivering supplements and amendments to this Note that are satisfactory in form to the Holder all of the obligations of that Guarantor under this Note.

In case of any such consolidation, merger, amalgamation, sale, conveyance, transfer or lease and upon the assumption by the successor Person of the Guarantee of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Note to be performed by such Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor.

(i)             The Guarantee of any Guarantor will be automatically released upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. Any Guarantor not released from its obligations under its Guarantee as provided in this Section 6(i) will remain liable for the full amount of principal of and interest and premium, if any, on this Note and for the other obligations (including the Note Obligations) of any Guarantor under this Note as provided in this Section 6 notwithstanding the release of any other Guarantor.

(j)             Each Guarantor assumes responsibility for keeping itself informed of the financial condition of the Company, each other Guarantor and any other guarantor, maker or endorser of any Note Obligation or any part thereof, and of all other circumstances bearing upon the risk of nonpayment of any Note Obligation or any part thereof that diligent inquiry would reveal, and each Guarantor agrees that the Holder shall not have any duty to advise any Guarantor of information known to it regarding such condition or any such circumstances. In the event the Holder, in its sole discretion, undertakes at any time or from time to time to provide any such information to any Guarantor, then the Holder shall be under no obligation to (a) undertake any investigation not a part of its regular business routine, (b) disclose any information that such Person, pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (c) make any future disclosures of such information or any other information to any Guarantor.

7.              Events of Default; Acceleration. Each of the following shall be an “Event of Default” with respect to this Note:

(a)            The Company shall fail to make any payment of any principal or interest, when any of the same shall become due under this Note (whether due at maturity or by reason of acceleration or demand or as part of any prepayment or otherwise).

(b)           The Company shall default in the due performance or observance of any agreement or covenant contained in this Note and such default shall have continued unremedied for a period of five (5) calendar days after the earlier to occur of (i) the Company becoming aware of such default or (ii) the Holder notifying the Company of such default.

(c)            Any Guarantee ceases to be in full force and effect, other than in accordance with the terms of this Note, or any Guarantor denies or disaffirms its obligations under its Guarantee or gives notice to such effect.

(d)           Any written representation, warranty or statement made or furnished to the Holder by or on behalf of the Company or any Guarantor under this Note proves to have been false or misleading in any material respect when made or furnished.

(e)            This Note shall for any reason fail to constitute the valid and binding agreement of the Company or any Guarantor, as the case may be.

(f)            Any event of default (as defined in the documentation governing the Convertible Notes or any Royalty Agreement) shall have occurred and be continuing.

(g)           Any failure by the Company to comply with the terms of the Board Nomination Agreement, dated August 22, 2025, between the Company and the persons party thereto.

Upon the occurrence of any Event of Default and at any time thereafter during the continuance of any Event of Default, the Holder, by written notice to the Company, may declare the entire unpaid Principal Amount of this Note, and all accrued and unpaid interest under this Note, to be due and payable immediately, and upon any such declaration the entire unpaid Principal Amount of this Note and all accrued and unpaid interest under this Note shall become and be immediately due and payable, without the need for presentment, demand for payment, protest, notice of dishonor or protest or other notice of any kind all of which are expressly waived by the Company; provided, however, that upon the occurrence of any Event of Default pursuant to subparagraph (f) above as a result of any event of default specified in Section 6.01(i) or Section 6.01(j) of the 2028 Notes Indenture, the entire unpaid Principal Amount, and all unpaid and accrued interest under the Note, shall be immediately due and payable without any notice whatsoever and without presentment, demand for payment, protest, notice of dishonor or protest or other notice of any kind all of which are hereby expressly waived by the Company. Holder shall have, upon the occurrence and during the continuance of any Event of Default, all other rights, remedies, and powers provided to the Holder under this Note or applicable law.

8.              JURY WAIVER. THE COMPANY (AND THE HOLDER BY ITS ACCEPTANCE HEREOF) HEREBY KNOWINGLY AND WILLINGLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO KNOWINGLY AND WILLINGLY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO (OR ACCEPT) THIS NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

9.              Binding Nature. This Note shall bind the Company and Company’s successors and assigns and each Guarantor and such Guarantors successors and assigns and shall inure to the benefit of the Holder, its successors and assigns. The Company shall not, without the prior written consent of the Holder, assign any of its rights or obligations under this Note.

10.           Governing Law. This Note shall be governed by and construed and interpreted in accordance with the laws the State of New York, without regard to its rules pertaining to conflicts of laws thereunder (except Sections 5-1401 and 5-1402 of the New York General Obligations Law).

11.           Severability. Any provision of this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or thereof in such jurisdiction, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

12.           No Waiver; Cumulative Remedies.

(a)            The Holder shall not by any act (except by a written instrument executed and delivered in accordance with subparagraph (b) below), delay, indulgence, omission or otherwise be deemed to have waived any right, remedy or other power hereunder or to have acquiesced in any Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Holder, any right, remedy or other power shall preclude any other or further exercise thereof or the exercise of any other right, remedy or other power. No single or partial exercise of any right, remedy, or power hereunder shall preclude any other or further exercise thereof or the exercise of any other right, remedy or power. A waiver by the Holder of any right, remedy or power hereunder on any one occasion shall not be construed as, or constitute a bar to, any right, remedy or other power which the Holder would otherwise have on any future occasion. The rights, remedies and powers provided to the Holder herein are cumulative, may be exercised singly or concurrently and are not exclusive of and shall be in addition to all other rights, remedies, or powers provided by applicable law or any other agreement, instrument or other document. The Holder may exercise any or all such rights, remedies and powers at any time(s) in any order which the Holder chooses in its discretion.

(b)           The terms and provisions of this Note may only be waived, amended, supplemented or otherwise modified by a writing executed and delivered by the Company and the Holder.

13.           Integration; Conflict. This Note represents the agreement of the Company, the Guarantors and the Holder with respect to the subject matter hereof and supersedes all negotiations and prior writings with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Holder relative to subject matter hereof that are not expressly set forth or referred to herein.

14.           Interpretation; No Rule of Strict Construction.

(a)            For purposes of this Agreement: (i) in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neutral gender shall include the masculine, feminine, and the neutral gender; (ii) capitalized terms defined only in the plural or singular form shall nonetheless have their defined meanings when used in the opposite form. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; (iii) unless otherwise specified, all references in this Note to “Sections” are references to Sections of this Note; (iv) the words “herein,” “hereof,” and “hereto” refer to this Note in its entirety rather than to any particular portion of this Note; (v) captions and headings to Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of this Note; (vi) the use of “include” or “including” is without limitation, whether stated or not; and (vii) the word “or” shall not be exclusive.

(b)           The Company acknowledges that the Company, the Guarantors and their respective counsel have had an opportunity to review and negotiate the terms of this Note and no rule of strict construction shall be used against the Holder with respect to this Note.

15.           Submission to Jurisdiction.

(a)            THE COMPANY (AND THE HOLDER BY ITS ACCEPTANCE HEREOF) HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY STATE COURT OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, CITY AND STATE OF NEW YORK, AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND THE COMPANY (AND THE HOLDER BY ITS ACCEPTANCE HEREOF) HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING WILL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS NOTE WILL AFFECT ANY RIGHT THAT THE HOLDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS NOTE AGAINST THE COMPANY OR ITS PROPERTIES IN THE COURTS OF ANY OTHER JURISDICTION.

(b)           THE COMPANY (AND THE HOLDER BY ITS ACCEPTANCE HEREOF) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE IN ANY COURT REFERRED TO IN PARAGRAPH (a) OF THIS SECTION. THE COMPANY (AND THE HOLDER BY ITS ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(c)            THE COMPANY IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 16. NOTHING IN THIS NOTE WILL AFFECT THE RIGHT OF THE HOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

16.           Notices. All notices hereunder shall be deemed given if in writing and delivered, by electronic mail, courier, or registered or certified mail (return receipt requested), to the address (or at such other addresses as shall be specified by like notice) specified in the Note Purchase Agreement. Any notice given by delivery, mail, or courier shall be effective when received or if sent by electronic mail, when sent to the extent that an undeliverable message is not promptly received by the sender thereof.

17.           Lost Note. If this Note becomes mutilated and is surrendered by the Holder with respect thereto to the Company, of if Holder claims that this Note has been lost, destroyed or wrongfully taken, the Company shall execute and deliver to Holder a replacement Note, in like tenor, upon the affidavit of Holder attesting to such loss, destruction or wrongful taking with respect to this Note and such lost, destroyed, mutilated, surrendered or wrongfully taken Note shall be deemed to be canceled for all purposes hereof. Such affidavit shall be accepted as satisfactory evidence of the loss, wrongful taking or destruction thereof. The Company may require a customary indemnity from the Holder as a condition of the execution and delivery of a replacement Note but no other indemnity shall be required.

18.           Counterparts. This Note may be executed in multiple counterparts, all of which when taken together shall be considered one and the same instrument and shall become effective when counterparts have been signed by each party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such “.pdf” signature page were an original thereof. The words “execution,” “executed,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Note or any document to be signed in connection with this Note and the transactions contemplated hereby, shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other state laws based on the Uniform Electronic Transactions Act, and the parties to this Note consent to conduct the transactions contemplated hereunder by electronic means.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, this Note has been executed and delivered by the Company and the Guarantors as of the day and year first written above.

DEFINITIONS

As used in this Note, the following terms shall have the following meanings:

“Business Day” means any day other than a Saturday, Sunday, public holiday, or the equivalent for banks under the laws of the State of New York or the Province of Ontario, Canada.

“Convertible Notes” means (i) the Convertible Senior Secured Notes due 2028 issued by the Company pursuant to the Indenture, dated as of February 13, 2023 (as it may be amended, supplemented or otherwise modified from time to time, the “2028 Notes Indenture”), by and among, the Company, the guarantors party thereto, and GLAS Trust Company LLC, as Trustee and Collateral Trustee, and (ii) the 12.00% Convertible Senior Secured Notes due 2027 issued by the Company pursuant to the Indenture, dated as of November 27, 2024 (as it may be amended, supplemented or otherwise modified from time to time), by and among the Company, the guarantors party thereto, and GLAS Trust Company, LLC, as Trustee and Collateral Trustee.

“Guarantee” means, with respect to any Guarantor, such Guarantor’s guarantee of the obligations under this Note pursuant to Section 6 of this Note.

“Guarantors” means any Person guaranteeing either series of the Convertible Notes pursuant to the documentation governing such Convertible Notes, including any Person who guarantees such series of Convertible Notes after the date hereof.

“Mandatory Prepayment Event” means (a) the Transaction Effective Date as such term is defined in the Transaction Support Agreement or (b) the consummation of any Alternative Transaction as such term is defined in the Transaction Support Agreement.

“Note Obligations” means the obligations of the Company and the Guarantors under this Note to pay principal, premium, if any, and interest (including all interest accruing after the commencement of any bankruptcy, insolvency, reorganization or similar proceeding, whether or not a claim for such post-petition interest is allowed or allowable in such proceeding) when due and payable.

“Person” means any individual, corporation, partnership, limited partnership, limited liability company, unlimited liability company, trust, unincorporated association, business, or other legal entity, and any government or any governmental agency or political subdivision thereof.

“Royalty Agreements” means the Royalty Agreements, dated as of February 13, 2023 (as it may be amended, supplemented or otherwise modified from time to time), between the Company and each of the Initial Holders, as defined in the 2028 Notes Indenture.

“Transaction Support Agreement” means that certain Transaction Support Agreement, dated August 21, 2025, between the Company and the Consenting Convertible Noteholders party thereto.

Annex I – 1

 Exhibit 99.3

BOARD NOMINATION AGREEMENT

This Board Nomination Agreement (this “Agreement”) made as of the 22nd day of August, 2025.

BETWEEN:

ELECTRA BATTERY MATERIALS CORPORATION, a corporation continued under the federal laws of Canada (the “Corporation”)

- and -

WHITEBOX RELATIVE VALUE PARTNERS, LP, an exempted limited partnership formed under the laws of the Cayman Islands (“WRP”)

- and -

WHITEBOX GT FUND, LP, a limited partnership formed under the laws of Delaware (“WGT”)

- and -

WHITEBOX MULTI-STRATEGY PARTNERS, LP, an exempted limited partnership formed under the laws of the Cayman Islands (“WMP”)

- and -

PANDORA SELECT PARTNERS, LP, an exempted limited partnership formed under the laws of the Cayman Islands (together with WRP, WGT and WMP, the “Whitebox Funds”)

- and -

HIGHBRIDGE TACTICAL CREDIT MASTER FUND, L.P., a limited partnership formed under the laws of the Cayman Islands (“HTCMF”)

- and -

HIGHBRIDGE TACTICAL CREDIT INSTITUTIONAL FUND, LTD., a corporation incorporated under the laws of the Cayman Islands (together with HTCMF, the “Highbridge Funds”)

- and -

NINETEEN77 GLOBAL MULTI STRATEGY ALPHA MASTER LIMITED, a corporation incorporated under the laws of the Cayman Islands (together with the Whitebox Funds and the Highbridge Funds, the “Noteholders”)

RECITALS:

NOW THEREFORE, in consideration of the mutual covenants in this Agreement and the Bridge Notes and for other consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:

ARTICLE 1 INTERPRETATION

In this Agreement:

“Agreement”, “this Agreement”, “the Agreement”, “hereof”, “herein”, “hereto”, “hereby”, “hereunder” and similar expressions mean this Agreement, including all instruments supplementing, amending or confirming this Agreement. All references to “Articles” or “Sections” refer to the specified Article or Section of this Agreement;

“Board” means the board of directors of the Corporation;

“Bridge Notes Maturity Date” means November 20, 2025 or such other date agreed upon by the Corporation and the Noteholders;

“Business Day” means any day which is not a Saturday, a Sunday, statutory holiday or a day on which the principal commercial banks located in Toronto, Ontario are not open for business during normal banking hours;

“Canadian Securities Laws” means the applicable securities legislation of each of the provinces and territories of Canada and all regulations and rules thereunder and the blanket rulings, orders, policy statements, instruments and written interpretation issued by the applicable securities regulators;

“CBCA” means the Business Corporations Act (Canada), R.S.C. 1985, c.

C-44, as amended; “Confidential Information” means, any and all information, whether written or oral, visual, electronic or any form or medium, whether concerning or relating to the Corporation, its subsidiaries or its and their respective officers and employees (whether prepared by or on behalf of the Corporation or otherwise, and irrespective of the form or means of communication) that is furnished to the Noteholders or their Representatives by or on behalf of the Corporation at any time, whether before, upon or after the execution of this Agreement, including all oral and written information relating to financial statements, projections, evaluations, plans, strategy, programs, customers, suppliers, facilities, equipment and other assets, products, processes, manufacturing, marketing, research and development, trade secrets, know-how, patent applications that have not been published, technology and intellectual property of the Corporation and its subsidiaries, whether or not it is expressly identified as "confidential". “Confidential Information” shall be deemed to include the portion of all notes, analyses, studies, interpretations, memoranda and other documents, material or reports (in any form or medium) prepared by the Noteholders and their Representatives that contain, reflect or are based upon, in whole or part, the information furnished to or on behalf of the Corporation; provided that “Confidential Information” shall exclude any information that: (i) was generally available to the public prior to the date hereof; (ii) becomes generally available to the public (through no violation hereof by the Noteholders or their affiliates or Representatives); (iii) was, as evidenced by written records of the Noteholders or their affiliates or Representatives, within the Noteholders’ or their affiliates’ or Representatives’ possession prior to it being furnished to the Noteholders or their affiliates or Representatives by or on behalf of the Corporation, provided that such information is not, to the Noteholders’ knowledge, subject to any contractual, legal or fiduciary obligations of confidentiality to the Corporation that would prevent its use or disclosure; (iv) is lawfully obtained by the Noteholders or their affiliates or Representatives from a third party who, to the Noteholders’ knowledge, at the time of disclosure, is not prohibited by an obligation to the Corporation from disclosing such information on a non-confidential basis to the Noteholders or their affiliates or Representatives; (v) was independently developed, as evidenced by the records of the Noteholders or their affiliates or Representatives, by the Noteholders or their affiliates or Representatives, or on the Noteholders’ behalf, without use of or reference to the Confidential Information, and which can be substantiated by written evidence; or (vi) is expressly permitted in writing by the Corporation to be disclosed to third parties on a non-confidential basis.

“Independent Director” means a director who is independent within the meaning of Nasdaq Rules 5605(a)(2) and 5605(c)(2);

“Order” means any judgment, decision, decree, injunction, ruling, writ, assessment or order of any governmental entity that is binding on a Person or its property under applicable law;

“Parties” means the parties to this Agreement and “Party” means any of them;

“Person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person, trust, association or entity or government, political subdivision, agency or instrumentality of a government;

“Representatives” means, in respect of any Person, the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives of such Person, and in the case of the Noteholders and their affiliates, includes any Noteholders’ Nominee (as defined herein);

“Securities Laws” means, collectively, Canadian Securities Laws and U.S. Securities Laws;

“Transaction Effective Date” has the meaning set forth in that certain Transaction Support Agreement, dated as of August 21, 2025, among the Corporation and the Noteholders; “Transfer” includes any direct or indirect transfer, sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, granting of any option, right or warrant to purchase (including any short sale, put option or call option) or other disposition;

“TSXV” means the TSX Venture Exchange; and

“U.S. Securities Laws” means all applicable securities laws in the United States, including, without limitation, the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

ARTICLE 2 NOMINATION RIGHTS

The provisions of this Article 2 (other than this Section 2.3) shall terminate and be of no further force or effect on the first day following the Termination Date (as defined herein).

ARTICLE 3 CONFIDENTIALITY

ARTICLE 4 TERMINATION

The term of this Agreement shall commence on the date of this Agreement and shall continue in force until the earlier of (i) the Transaction Effective Date, and (ii) the Bridge Notes Maturity Date (the “Termination Date”); provided that the provisions of Section 3.1 shall terminate two years after the Termination Date.

ARTICLE 5 GENERAL

The Parties hereby consent to the public filing of this Agreement if any Party is required to do so by applicable law or by applicable regulations or policies of any regulatory agency of competent jurisdiction or any stock exchange.

Each Party shall provide such further documents or instruments required by any other Party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions.

Neither this Agreement, nor any benefits or duties accruing under this Agreement, shall be assignable by any Party. Subject to the foregoing, this Agreement shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions relating to the subject matter hereof. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties with respect thereto except as expressly set forth in this Agreement. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Corporation and the Noteholders.

Except as otherwise expressly set out herein, no waiver of any provision of this Agreement shall be binding unless it is in writing. No indulgence or forbearance by a Party shall constitute a waiver of such Party’s right to insist on performance in full and in a timely manner of all covenants in this Agreement. Waiver of any provision shall not be deemed to waive the same provision thereafter, or any other provision of this Agreement, at any other time.

All notices, requests, demands or other communications required or permitted to be given by one Party to another under this Agreement shall be given in writing and delivered by personal delivery or delivery by recognized commercial courier, sent by scanned e-mail or delivered by registered mail or postage prepaid, addressed as follows:

Electra Battery Materials Corporation

133 Richmond Street West, Suite 602

Toronto, ON M5H 2L3

with a copy (which shall not constitute notice) to:

Cassels Brock & Blackwell LLP

RBC Place, 885 West Georgia St., Suite 2200

Vancouver, BC V6C 3E8

Whitebox Advisors, LLC
3033 Excelsior Boulevard, Suite 500

Minneapolis, MN 55416

Highbridge Capital Management, LLC
277 Park Ave., 23rd Floor

New York, NY 10172

O’Connor, a distinct business unit of UBS Asset Management (Americas) LLC
787 Seventh Avenue

New York, NY 10019

with copies (which shall not constitute notice) to:

Bennett Jones LLP

One First Canadian Place, Suite 3400

Toronto, ON M5X 1A4

Paul Hastings LLP

1170 Peachtree Street N.E.

Suite 100

Atlanta, GA 30309

or at such other address or e-mail of which the addressee may from time to time notify the addressor. Any notice delivered by personal delivery or by courier to the Party to whom it is addressed as provided above shall be deemed to have been given and received on the day it is so delivered at such address. If such day is not a Business Day, or if the notice is received after 4:00 p.m. (addressee’s local time), then the notice shall be deemed to have been given and received on the next Business Day. Any notice transmitted by e-mail shall be deemed to have been given and received on the day in which transmission is confirmed. If such day is not a Business Day or if the transmission of the e-mail is received after 4:00 p.m. (addressee’s local time), then the notice shall be deemed to have been given and received on the first Business Day after its transmission.

If the whole or any portion of this Agreement or the application thereof to any circumstance will be held invalid or unenforceable to an extent that does not affect the operation of this Agreement in question in a fundamental way, the remainder of this Agreement, or its application to any circumstance other than that to which it has been held invalid or unenforceable, will not be affected thereby and will be valid and enforceable to the fullest extent permitted by applicable law.

This Agreement may be signed in one or more counterparts, each of which once signed shall be deemed to be an original. All such counterparts together shall constitute one and the same instrument. Notwithstanding the date of execution of any counterpart, each counterpart shall be deemed to bear the effective date first written above. This Agreement, any and all agreements and instruments executed and delivered in accordance herewith, along with any amendments hereto or thereto, to the extent signed and delivered by means of a scanned e-mail or internet transmission copy or other means of electronic transmission, shall be treated in all manner and respects and for all purposes as an original signature, agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated, in all respects, as an Ontario contract. The Parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario.

Each Party agrees that an award of monetary damages would not be an adequate remedy for any loss incurred by reason of any breach of this Agreement and that, in the event of any breach or threatened breach of this Agreement by a Party, the other Parties will be entitled to equitable relief, including injunctive relief and specific performance. Each Party hereby waives any requirement for the posting of any bond or other security in connection with the obtaining of any injunctive relief or specific performance. Such remedies will not be the exclusive remedies for any breach or threatened breach of this Agreement but will be in addition to all other remedies available at law or in equity.

[Remainder of page intentionally blank; signature page follows]

IN WITNESS WHEREOF the Parties have duly executed this Agreement on the date first above written.

[Signature Page to Board Nomination Agreement]

Exhibit 99.4

Industry Leader David Stetson Joins Electra Board of Directors

TORONTO, Aug. 25, 2025 (GLOBE NEWSWIRE) -- Electra Battery Materials Corporation (NASDAQ: ELBM; TSX-V: ELBM) (“Electra” or the “Company”) is pleased to announce the appointment of David Stetson to its Board of Directors. Mr. Stetson is a seasoned executive with decades of leadership experience in the natural resources sector, including 14 years as a CEO.

During his tenure as CEO of Alpha Metallurgical Resources, the company’s market capitalization increased from $50 million to more than US$4 billion. He led the company through a complex restructuring, eliminated US$800 million of debt and transitioned to Chairman until his retirement in late 2024.

More recently he served on the board of Mallinckrodt Pharmaceuticals and chaired the Compliance and Corporate Governance Committee and served on the Transaction Committee. He played a significant role in helping the company reduce its indebtedness and complete its merger with Endo Pharmaceuticals.

Mr. Stetson brings a distinguished track record of driving operational improvements, building resilient organizations, and creating value for shareholders. He earned a Bachelor of Science degree from Murray State University, a juris doctorate from the Brandeis School of Law at the University of Louisville, and a Master of Business Administration degree from the University of Notre Dame.

“On behalf of the Board, I am delighted to welcome David to Electra,” said John Pollesel, Chair of Electra’s Board. “His proven expertise in guiding companies through expansion and delivering sustainable, long-term value will be instrumental as we bolster our financial foundation and deepen Electra's role in North America’s critical minerals supply chain.” 

“David’s appointment marks an important step forward for Electra as we strengthen our balance sheet and sharpen our focus on core operations,” said Electra CEO, Trent Mell. “His track record of building strong, resilient companies, together with his industry leadership, strategic insight, and ability to develop and mentor high-performing teams, will be a tremendous asset as we advance our strategy and position Electra for long-term growth.”

“I am thrilled to join Trent and the team at Electra at such a pivotal time for the Company,” said Mr. Stetson. “Electra is uniquely positioned to advance North America’s critical mineral priorities by building secure, domestic supply chains that are essential to both the energy transition and national security. I look forward to working alongside my fellow directors and Electra’s leadership to build on the strong foundation already in place and create lasting value for all stakeholders.”

Electra’s appointment of Mr. Stetson comes following the recently announced recapitalization process with the holders of the Company’s senior secured convertible notes (the “Lenders”), designed to strengthen the Company’s balance sheet and provide a more stable financial foundation (see August 21, 2025 press release). This process, which includes new financing arrangements to support operations and strategic initiatives and a significant reduction in the Company’s debt profile, marks an important step toward positioning Electra for long-term success.

Company Update

The Company also announces the closing of its previously disclosed bridge financing (the “Bridge Financing”) to support operations during the Company’s restructuring and recapitalization with the Lenders. Pursuant to the Bridge Financing, the Lenders have purchased an aggregate principal amount of US$2 million of unsecured 90-day 12.00% promissory notes (the “Bridge Notes”). Mr. Stetson is a board nominee of the Lenders pursuant to the Bridge Financing, however the addition of Mr. Stetson to the Board also reinforces Electra’s ongoing commitment to disciplined execution as the Company advances on its path of transformation and growth. Details of the Bridge Notes are available in the Company’s August 21, 2025 press release.

About Electra Battery Materials

Electra is a leader in advancing North America’s critical minerals supply chain for lithium-ion batteries. Currently focused on developing North America’s only cobalt sulfate refinery, Electra is executing a phased strategy to onshore critical minerals refining and reduce reliance on foreign supply chains. In addition to establishing the cobalt sulfate refinery, Electra’s strategy includes nickel refining and battery recycling. Growth projects include integrating black mass recycling at its existing refining complex, evaluating opportunities for cobalt production in Bécancour, Quebec, and exploring nickel sulfate production potential in North America. For more information, please visit www.ElectraBMC.com.

Contact

Heather Smiles
Vice President, Investor Relations & Corporate Development
Electra Battery Materials
info@ElectraBMC.com 
1.416.900.3891

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements
This news release may contain forward-looking statements and forward-looking information (together, “forward-looking statements”) within the meaning of applicable securities laws and the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, are forward-looking statements, including, but not limited to, TSXV approval of the board appointment. Generally, forward-looking statements can be identified by the use of terminology such as “plans”, “expects”, “estimates”, “intends”, “anticipates”, “believes” or variations of such words, or statements that certain actions, events or results “may”, “could”, “would”, “might”, “occur” or “be achieved”. Forward-looking statements are based on certain assumptions, and involve risks, uncertainties and other factors that could cause actual results, performance, and opportunities to differ materially from those implied by such forward-looking statements. Among the bases for assumptions with respect to the potential for additional government funding are discussions and indications of support from government actors based on certain milestones being achieved. Factors that could cause actual results to differ materially from these forward-looking statements are set forth in the management discussion and analysis and other disclosures of risk factors for Electra Battery Materials Corporation, filed on SEDAR+ at www.sedarplus.com and with EDGAR at www.sec.gov. Other factors that could lead actual results to differ materially include changes with respect to government or investor expectations or actions as compared to communicated intentions, and general macroeconomic and other trends that can affect levels of government or private investment. Although the Company believes that the information and assumptions used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed times frames or at all. Except where required by applicable law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Exhibit 99.5

FORM 51-102F3

MATERIAL CHANGE REPORT

Electra Battery Materials Corporation. (“Electra” or the “Company”)

133 Richmond Street W, Suite 602

Toronto, Ontario

M5H 2L3

August 21, 2025 and August 22, 2025

The Company issued news releases on August 21, 2025 and August 25, 2025 relating to the material change, which were disseminated through Business Wire and subsequently filed on SEDAR+.

The Company entered into a term sheet and transaction support agreement with its Lenders (as defined below) pursuant to which it will launch a debt-to-equity conversion that will reduce its convertible debt outstanding by 60% as part of a comprehensive financial restructuring (the “Transaction”). In addition, the Company intends to launch a US$30 million financing (the “Equity Financing”), which will include a US$10 million conditional commitment from the Lenders.

The Company also appointed David Stetson to the board of directors of the Company (the “Board”).

On August 21, 2025, the Company entered into a term sheet and transaction support agreement with its Lenders pursuant to which it will launch a debt-to-equity conversion that will reduce its convertible debt outstanding by 60% as part of a comprehensive financial restructuring. In addition, the Company intends to launch a US$30 million Equity Financing, which will include a US$10 million conditional commitment from the Lenders.

Key Terms

Details of the Transaction

Pursuant to the Transaction, holders of the Notes (the “Lenders”) will exchange 60% of the aggregate principal amount and the aggregate amount of all accrued and unpaid interest of the 8.99% senior secured convertible notes due February 13, 2028 and 12.0% senior secured convertible notes due November 12, 2027 (collectively, the “Notes”) for Common Shares at an exchange price of US$0.60 per Electra common share (“Common Share”), representing 60% of the aggregate value of the Notes, inclusive of principal and accrued and unpaid interest, reducing total debt under the Notes to approximately US$27 million.

The Lenders will exchange the remaining 40% of the aggregate principal amount and the aggregate amount of all accrued and unpaid interest of the Notes for an equal aggregate principal amount of a new term loan. Interest on the new term loan will be payable in cash or in kind at the Company’s election at a rate per annum of 8.99% if paid in cash or 11.125% if paid in kind. The new term loan will mature three (3) years from the date of the closing of the Transaction.

To support operations during the Transaction process, the Lenders purchased US$2 million aggregate principal amount of unsecured 90-day promissory notes (“Bridge Notes”) to fund working capital (the “Bridge Financing”) on August 22, 2025. Interest on the Bridge Notes will be payable in cash at maturity at a rate of 12.00% per annum. Upon purchase of the Bridge Notes, the Lenders were granted the right to appoint a director to the Board pursuant to the terms of the Board Nomination Agreement. The Company must redeem the Bridge Notes at a redemption price equal to 100% of the aggregate principal amount of the Bridge Notes, plus all accrued and unpaid interest thereon, in connection with the completion of the Transaction.

Pursuant to the terms of the Board Nomination Agreement, the Company appointed the Lender’s nominee, David Stetson, to the Board on August 22, 2025.

The Transaction remains subject to the satisfaction of a number of conditions precedent, including receipt of regulatory approvals (including the TSX Venture Exchange (the “TSXV”)) and shareholder approval, as it is expected that the Transaction will result in the creation of one or more “control persons,” as defined under applicable securities law, and the negotiation and execution of definitive documentation for the Transaction on terms acceptable to the Company and the Lenders. In connection with the Transaction, the Company will hold a special meeting of shareholders, expected to be held in October 2025, where shareholders will, among other things, be asked to approve a consolidation of the Company’s shares at a ratio to be determined by the Board. The Transaction is expected to close shortly thereafter. All components of the Transaction are expected to occur concurrently, other than the funding of the Bridge Notes which is expected to occur in the coming days.

Details of the Equity Financing

The Equity Financing will consist of units (“Units”) raising US$30 million at a price of US$0.75 per Unit. Each Unit will consist of one Common Share and one Common Share purchase warrant (each, a “Warrant”), with each Warrant exercisable for one Common Share for US$1.25 for a period of three (3) years from the date of issuance. The Equity Financing will include a US$10 million commitment from the Lenders, subject to the satisfaction of certain conditions.

It is anticipated that the net proceeds from the Equity Financing will be used to fund the completion and ramp-up of the Company’s cobalt refinery in Temiskaming Shores, Ontario, to repay the Bridge Notes to be issued to the Lenders, and for general corporate and working capital purposes.

The Equity Financing will close in tandem with the Transaction. In the event the gross proceeds from the Equity Financing are greater than US$34.5 million the Company will allocate the excess to repayment of the Notes at a purchase price of par plus accrued and unpaid interest.

The Company will issue a further news release once the structure for the Equity Financing has been finalized.

TSXV Waiver

Neither the equitization price of the Notes, nor the offering price of the Units comply with the TSXV minimum pricing requirements under TSXV Policy 4.1 – Private Placements which mandate that the offering price of securities issued under an equity offering must not be less than the Discounted Market Price (as defined in the policies of the TSXV) for the Common Shares. The Company has therefore applied for a waiver in respect of the pricing requirements, however, there is no assurance that such a waiver will be granted.

Not applicable.

Not applicable.

The following executive officer of the Company is knowledgeable about the material change and this report:

Heather Smiles

Vice President, Investor Relations & Corporate Development

Telephone: 416 900-3891

August 25, 2025

Cautionary Note Regarding Forward-Looking Statements

This material change report may contain forward-looking statements and forward-looking information (together, “forward-looking statements”) within the meaning of applicable securities laws and the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, are forward-looking statements and include, but are not limited to, statements regarding the closing of the Transaction and anticipated timing thereof, the expected reduction in the Company’s outstanding debt and the impact on its capital structure, the expected appointment of directors to the Board by the Lenders, the granting of a waiver from the TSXV pricing requirements, and receipt of required regulator and shareholder approvals, the creation of one or more control persons under applicable securities laws, the anticipated government funding, the Company’s continued eligibility for U.S. Department of Defense grants, the expected ramp-up and commissioning of the cobalt sulfate refinery, Electra’s strategic role in reshoring North America’s battery materials supply chain, and the Company’s future growth plans, including nickel refining and battery recycling. Generally, forward-looking statements can be identified by the use of terminology such as “plans”, “expects”, “will,” “estimates”, “intends”, “anticipates”, “believes” or variations of such words, or statements that certain actions, events or results “may”, “could”, “would”, “will,” “might”, “occur” or “be achieved”. Forward-looking statements are based on certain assumptions, and involve risks, uncertainties and other factors that could cause actual results, performance, and opportunities to differ materially from those implied by such forward-looking statements. Among the bases for assumptions with respect to the potential for additional government funding are discussions and indications of support from government actors based on certain milestones being achieved. Factors that could cause actual results to differ materially from these forward-looking statements are set forth in the management discussion and analysis and other disclosures of risk factors for Electra Battery Materials Corporation, filed on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov. Other factors that could lead actual results to differ materially include failure to obtain required approvals or satisfy closing conditions, changes in government policy or funding commitments, delays in construction or commissioning of the refinery, inability to complete the Transaction or Equity Financing on the proposed terms and general economic, market, and geopolitical conditions. Although the Company believes that the information and assumptions used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this material change report, and no assurance can be given that such events will occur in the disclosed times frames or at all. Except where required by applicable law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.