Exhibit 99.1

AMENDMENT NO. 2 TO TRANSACTION SUPPORT AGREEMENT

This amendment, dated as of October 21, 2025 (this “Amendment”), to that certain Transaction Support Agreement, dated as of August 21, 2025 as amended September 17, 2025 (together with all exhibits, schedules, and attachments thereto, and as may be further amended, supplemented, amended and restated, or otherwise modified from time to time in accordance with the terms thereof, the “Transaction Support Agreement”), is entered into by and among (i) the Company and (ii) the undersigned Consenting Convertible Noteholders. The Company and the undersigned Consenting Convertible Noteholders are each, a “Party” and, collectively, are the “Parties”. Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Transaction Support Agreement.

WHEREAS, pursuant to Section 12(b) of the Transaction Support Agreement, except as otherwise expressly provided for therein, the Transaction Support Agreement may be modified, amended, or supplemented in a writing signed by the Company and the Required Consenting Convertible Noteholders;

WHEREAS, the undersigned Consenting Convertible Noteholders constitute the Required Consenting Convertible Noteholders for purposes of the Transaction Support Agreement and to effect the amendments set forth herein; and

WHEREAS, the Parties desire to amend the Transaction Support Agreement (including the exhibits attached thereto) as set forth herein.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1.               Amendments. Each of the Parties hereby agrees that, effective upon the Amendment Effective Date (as defined below), all references in Section 11 to October 21, 2025 in the Transaction Support Agreement shall be amended to instead refer to October 23, 2025.

2.               Agreement to be Bound. Each of the Parties hereby agrees to be bound by all of the terms of the Transaction Support Agreement as amended or modified by the terms hereof.

3.               Representations and Warranties.

(a)             Each of the Parties, severally and not jointly, represents and warrants to each other Party, as of the Amendment Effective Date (as defined below): (i) it is validly existing and in good standing under the laws of the state or province of its organization, and this Amendment 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 (ii) it has all requisite corporate or other power and authority to enter into, execute, and deliver this Amendment and to perform its respective obligations under this Amendment.

(b)             Each Consenting Convertible Noteholder party hereto, severally and not jointly, represents and warrants to the Company that, as of the date hereof, such Consenting Convertible Noteholder is (i) the beneficial or record owner (or is the nominee, investment manager, or advisor for beneficial holders) of the principal amount or number of the Company Claims set forth below its name on its signature page hereto, and (ii) has full power and authority to vote on and consent to matters concerning such Company Claims, or to exchange, assign, and Transfer such Company Claims, and to bind the beneficial owners of such Company Claims to any such vote, consent, exchange, assignment, or Transfer.

4.               Effectiveness. This Amendment shall become effective and binding upon the Parties and the other Consenting Convertible Noteholders when counterpart signature pages to this Amendment have been executed and delivered by the Company and the Required Consenting Convertible Noteholders (the date and time this Amendment becomes effective, the “Amendment Effective Date”). Signature pages executed by the undersigned Consenting Convertible Noteholders shall be delivered to (i) each of the other Consenting Convertible Noteholders party hereto and (ii) the Company. As set forth in the Transaction Support Agreement, the Company shall not make public the identity of any Consenting Convertible Noteholders, 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).

5.               Miscellaneous.

(a)             Except as expressly provided herein, this Amendment shall not, by implication or otherwise, alter, modify, amend, or in any way affect any of the obligations, covenants or rights contained in the Transaction Support Agreement, all of which are ratified and confirmed in all respects by the Parties and shall continue in full force and effect.

(b)             Each reference to the Transaction Support Agreement hereafter made in any document, agreement, instrument, notice, or communication shall mean and be a reference to the Transaction Support Agreement as amended and modified hereby.

(c)             THIS AMENDMENT 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 AMENDMENT 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 AMENDMENT, 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.

(d)             This Amendment, together with the Transaction Support Agreement, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings among the Parties with respect to such subject matter. Each reference to the Transaction Support Agreement hereafter made in any document, agreement, instrument, filing, pleading, notice, or communication shall mean and be a reference to the Transaction Support Agreement as amended and modified hereby (unless otherwise specified).

(e)             The Section captions herein are for convenience of reference only, do not constitute part of this Amendment and shall not be deemed to limit or otherwise affect any of the provisions hereof.

(f)              In the event the terms and conditions as set forth in the Transaction Support Agreement and this Amendment are inconsistent, the terms and conditions of this Amendment shall control.

(g)             For the convenience of the Parties, this Amendment may be executed and delivered (by facsimile or PDF signature) in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

(h)             If any term, condition or other provision of this Amendment is invalid, illegal, or incapable of being enforced by any rule of Law or public policy, all other terms, conditions, and provisions of this Amendment shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in a manner adverse to any Party. Upon such determination that any term, condition, or other provision is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Amendment so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

[Remainder of Page Intentionally Left Blank.]

IN WITNESS WHEREOF, each Party has caused this Amendment to be duly executed and delivered as of the date first written above.

[Signature Page to Amendment No. 2 to Transaction Support Agreement]

Exhibit 99.2

EXCHANGE AGREEMENT

EXCHANGE AGREEMENT, dated as of October 22, 2025 (this “Agreement”), among Electra Battery Materials Corporation (the “Company”), Cobalt Camp Refinery Ltd., Cobalt Project International Corp., Cobalt Industries of Canada Corp., US Cobalt Inc., Cobalt Camp Ontario Holdings Corp., 1086370 B.C. Ltd., Idaho Cobalt Company, Scientific Metals (Delaware) Corp., Acacia Minerals Pty Limited (ACN 127 419 729), Cobalt One Pty Ltd (ACN 127 411 796) and Ophiolite Consultants Pty Limited (ACN 092 694 490) (collectively, the “Guarantors”), and each undersigned holder (each, a “Holder”). If there is only one Holder, then each reference thereto in this Agreement will be deemed to refer to such Holder in the singular, mutatis mutandis.

On and subject to the terms hereof, the parties hereto agree as follows:

ARTICLE I. THE EXCHANGE

Section 1.1          Exchange; Repurchase. Upon and subject to the terms set forth in this Agreement, at the Closing:

(a)             Equity Exchange. Each Holder shall deliver to the Company the aggregate principal amount of Equitized Notes (as defined below) in exchange for, and the Company hereby agrees to issue and deliver to each such Holder, a number of the New Equity Offering Units (as defined below) equal to: (i) the aggregate principal amount of such Holder’s Equitized Notes plus the aggregate amount of all accrued and unpaid interest (including any deferred interest amounts) with respect to such Equitized Notes to but excluding October 9, 2025 divided by (ii) US$0.75. For purposes of this Agreement, “Equitized Notes” with respect to any Holder means (x) the aggregate principal amount of 12.00% Convertible Senior Secured Notes due 2027 issued by the Company (the “2027 Convertible Notes”) and Convertible Senior Secured Notes due 2028 issued by the Company (the “2028 Convertible Notes” and, together with the 2027 Convertible Notes, the “Existing Convertible Notes”) set forth opposite such Holder’s name under the heading “Equitized Notes” on Exhibit A hereto minus (y) the aggregate principal amount of Existing Convertible Notes purchased from such Holder in accordance with Section 1.1(b).

(b)             Repurchase. If the Company raises more than US$34,500,000 of aggregate gross cash proceeds in the New Equity Offering, the Company shall purchase from each Holder, and each such Holder shall sell to the Company, an aggregate principal amount of Existing Convertible Notes (rounded to the nearest $1,000) equal to (i) the amount by which the aggregate gross cash proceeds in the New Equity Offering exceeds US$34,500,000 multiplied by (ii) the percentage aggregate principal amount of all Existing Convertible Notes held by such Holder. All purchases of Existing Convertible Notes pursuant to this Section 1.1(b) shall be completed at a purchase price in cash in immediately available funds equal to the aggregate principal amount of Existing Convertible Notes purchased from such Holder plus all accrued and unpaid interest (including any deferred interest amounts) on such Existing Convertible Notes purchased from such Holder.

(c)             Debt Exchange. The Holder shall deliver to the Company the aggregate principal amount of Existing Convertible Notes set forth opposite such Holder’s name under the heading “Rolled Notes” on Exhibit A hereto (the “Rolled Notes” and, together with the Equitized Notes, the “Exchanged Notes”) in exchange for, and the Company hereby agrees to incur, issue and deliver, as applicable, to each such Holder, (i) an aggregate principal amount of term loans pursuant to the New Term Loan Agreement (as defined below) (the “New Term Loan”) equal to the sum of (x) the aggregate principal amount of such Holder’s Rolled Notes, (y) the aggregate amount of all accrued and unpaid interest (including any deferred interest amounts) with respect to such Rolled Notes to but excluding the Closing Date and (z) the aggregate amount of all accrued and unpaid interest (including any deferred interest amounts) on such Holder’s Equitized Notes from and including October 9, 2025 to but excluding the Closing Date, and (ii) a number of the company’s common shares of no par value (“Common Shares”) equal to (x) 12.5% of the sum of (1) the aggregate principal amount of such Holder’s Rolled Notes and (2) the aggregate amount of all accrued and unpaid interest (including any deferred interest amounts) on such Rolled Notes to but excluding October 9, 2025 divided by (y) US$0.90.

(d)             Warrant Cancellation. Each Holder shall deliver to the Company for cancellation all of the outstanding warrants to purchase Common Shares (the “Existing Warrants”) held by the Holder that were issued by the Company pursuant to that certain warrant indenture, dated February 13, 2023, as amended, between the Company and TSX Trust Company, or that certain warrant indenture, dated November 27, 2024, between the Company and TSX Trust Company (collectively, the “Existing Warrant Indentures”).

(e)             Pre-Funded Warrants. Notwithstanding anything to the contrary in this Agreement, to the extent that the exchange of Exchanged Notes pursuant to this Section 1.1 would result in any Holder beneficially owning Common Shares in excess of the Beneficial Ownership Limitation (as defined below), such Holder shall receive one or more pre-funded warrants, each having the terms and in the form set forth in Exhibit F hereto (the “Pre-Funded Warrants”), to purchase an aggregate number of Common Shares such that such Holder’s beneficial ownership of Common Shares shall not exceed the Beneficial Ownership Limitation in lieu of receiving such Common Shares pursuant to this Section 1.1. For purposes of this Section 1.1(e), (i) “Beneficial Ownership Limitation” shall mean 9.9% of the number of Common Shares outstanding immediately after giving effect to the Restructuring Transactions (as defined below) and (ii) beneficial ownership shall be calculated in accordance with Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) and the rules and regulations promulgated thereunder, and with respect to any Holder shall include Common Shares beneficially owned by such Holder together with such Holder’s affiliates, any other persons acting as a group together with such Holder or any of such Holder’s affiliates, and any other persons whose beneficial ownership of Common Shares would or could be aggregated with such Holder’s or any of such Holder’s affiliates for the purposes of Section 13(d) of the U.S. Exchange Act.

For purposes of this Agreement, the New Equity Offering Units issued pursuant to Section 1.1(a), the Common Shares issued pursuant to Section 1.1(c), the New Term Loan issued pursuant to Section 1.1(c) and any Pre-Funded Warrants issued pursuant to Section 1.1(e) are referred to as the “Exchange Consideration,” the cash payable pursuant to Section 1.1(b) is referred to as the “Repurchase Consideration” and the transactions contemplated by this Agreement, including the issuance, delivery and acceptance of the Exchange Consideration, the repurchase of the Existing Convertible Notes and the cancellation of the Existing Warrants, are collectively referred to herein as the “Transactions.”

Section 1.2          Closing.

(a)             Subject to the satisfaction or valid waiver of all the closing conditions set forth in Article IV, the closing of the Transactions (the “Closing”) shall occur at 10:00 a.m. (New York City time) on the later of (a) October 22, 2025, (b) such date on which the conditions to Closing set forth in Article IV are satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof at the Closing), and (c) such other time and place as the Company and the Holders may agree in writing (such later date, the “Closing Date”). At the Closing, (i) each Holder shall deliver or cause to be delivered to the Company all right, title and interest in and to its Exchanged Notes as specified on Exhibit A hereto, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto (collectively, “Liens”), together with any documents of conveyance or transfer that the Company may reasonably deem necessary or desirable to transfer to and confirm in the Company all right, title and interest in and to the Exchanged Notes, free and clear of any Liens, and (ii) the Company shall deliver to each Holder the Exchange Consideration specified on Exhibit A hereto (with Pre-Funded Warrant in substitution of Common Shares pursuant to Section 1.1(e) if applicable) in restricted book-entry format at an account in the name of such Holder with the transfer agent or warrant agent, as applicable, in each case free and clear of any Liens.

(b)             Subject to the other terms and conditions of this Agreement (including Article V), at the Closing, each Holder severally and not jointly (i) waives any and all rights with respect to such Holder’s Exchanged Notes and the applicable indentures governing the Exchange Notes and releases and (ii) discharges the Company from any and all claims, whether now known or unknown, such Holder may now or in the future have arising out of, or related to, such Holder’s ownership of such Exchanged Notes, including any claims arising from any existing or past defaults under the applicable governing indentures or any claims that such Holder is entitled to receive additional, special or default interest with respect to the Exchanged Notes. Notwithstanding the foregoing, the Holder does not waive any claims to indemnification as set forth in Article V.

Section 1.3          Restructuring Transactions.

(a)             Concurrently with the execution of this Agreement and the completion of the Transactions, the Company is entering into and completing, as applicable, the transactions contemplated by certain exchange agreements, dated the date hereof, relating to the exchange of Existing Convertible Notes by certain holders thereof on terms substantially identical to the terms of this Agreement (such transactions, the “Other Exchange Transactions”). The Company has provided to each Holder true, correct and complete executed copies of all documentation relating to the Other Exchange Transactions, which documentation has not been amended, modified or waived in any respect since such execution.

(b)             Concurrently with the completion of the Transactions, the Company is completing an offering (such offering, the “New Equity Offering” together with the Transactions and the Other Exchange Transactions, the “Restructuring Transactions”) of a minimum of 40,000,000 units, each consisting of one Common Share and one warrant to purchase one Common Share governed by a warrant indenture substantially in the form set forth in Exhibit E hereto (such warrants, the “New Equity Offering Warrants” and such warrant indenture, the “New Warrant Indenture”), at a price of US$0.75 per unit (such units, the “New Equity Offering Units”) as contemplated by that certain Transaction Support Agreement, dated as of August 21, 2025, as amended by Amendment No. 1 to Transaction Support Agreement dated as of September 17, 2025, each by and among the Company and the consenting convertible noteholders party thereto (together, the “Transaction Support Agreement”).

Section 1.4          No Joint Liability. The obligations of each Holder under this Agreement are several and not joint, and no Holder shall have liability to any person for the performance or non-performance of any obligation of any other Holder hereunder.

ARTICLE II. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE GUARANTORS

Except as set forth in the Public Filings (as defined below) as of the date hereof (other than any cautionary, predictive or forward-looking disclosures, including those contained in the “Forward-Looking Statements”, “Risk Factors” or any similar sections thereof), the Company and the Guarantors hereby represent and warrant to each of the Holders, as of the date hereof and as of the Closing, as follows:

Section 2.1          Organization and Good Standing. The Company and each of its subsidiaries (a) has been duly organized or formed, as applicable, and is validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, (b) has all requisite power and authority to carry on its business and to own, lease and operate its properties and assets and (c) is duly qualified or licensed to do business and, where applicable, is in good standing as a foreign organization authorized to do business in each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties and assets requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on (i) the business, assets, affairs, operations, liabilities (contingent or otherwise), capital, properties, prospects, condition (financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole, (ii) the legality, validity, binding effect or enforceability of any provision of the Transaction Documents (as defined below) or (iii) the ability of the Company or the Guarantors to perform their respective obligations under the Transaction Documents (as defined below) or to consummate the transactions contemplated thereby (any of clauses (i), (ii) or (iii), a “Material Adverse Effect”).

Section 2.2          Valid and Enforceable Agreements. The Company and each Guarantor has the power, authority and capacity to execute and deliver each of this Agreement, the New Term Loan Agreement, the New Warrant Indenture, the Registration Rights Agreement (as defined below), each Pre-Funded Warrant and each Amended Royalty Agreement (collectively, the “Transaction Documents”), in each case to which it is a party, to perform its obligations under the Transactions Documents, and to consummate the Transactions. This Agreement has been duly executed and delivered by the Company and each Guarantor and constitutes a legal, valid and binding obligation of the Company and each Guarantor, enforceable against the Company and each Guarantor in accordance with its terms, except as such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, restructuring, winding-up, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). As of the Closing, each of the Transaction Documents other than this Agreement will have been duly executed and delivered by the Company and each of the Guarantors party thereto and will constitute a legal, valid and binding obligation of the Company and each such Guarantor, enforceable against the Company and each such Guarantor in accordance with their terms, except as such enforcement may be subject to the Enforceability Exceptions.

Section 2.3          No Conflicts. The execution, delivery and performance by the Company and each Guarantor of the Transaction Documents to which it is a party and consummation of the transactions contemplated thereby will not (with or without the passage of time or otherwise) violate, conflict with, result in a breach of or default under, require any consent or approval (other than Required Consents (as defined below)) under, result in termination or give others any right of termination, amendment, acceleration or cancellation, or result in the imposition of a Lien on any assets of any of the Company or any of its subsidiaries (except for Liens contemplated by the New Term Loan Agreement, the Amended Royalty Agreements or any amended royalty agreement executed in connection with the Other Exchange Transactions) under or pursuant to (a) the charter, articles, bylaws or other organizational documents of the Company or any of its subsidiaries, (b) any agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company, any of its subsidiaries or any of the assets of the Company or any of its subsidiaries are bound, or (c) any laws (including common law), rules, regulations, ordinances, judgments, decrees, injunctions or orders (collectively, “Applicable Laws”) of any governmental or regulatory authority, agency, body, court, arbitrator or self-regulatory organization (each, a “Governmental Authority”) applicable to the Company or any of its subsidiaries, except in the case of clauses (b) or (c), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 2.4          No Consents or Filings. The execution, delivery and performance by the Company and each Guarantor of the Transaction Documents to which it is a party and consummation of the transactions contemplated thereby do not and will not require any consent, approval, order, authorization, filing, or registration of or with, or notice to, any Governmental Authority or third party, except (a) such as have been obtained or made, as the case may be, and that are in full force and effect, (b) a report of exempt distribution on Form 45-106F1 as required pursuant to National Instrument 45-106 – Prospectus Exemptions, and a report of trade with respect to the distribution as required by Form 72-503F Report of Distributions Outside Canada, (c) post-closing Form D filing and state notice filings, and filings as may be required under the securities laws of any jurisdiction other than the United States and Canada, (d) those contemplated by the Transaction Documents and (e) final submissions to the TSX Venture Exchange which will be made at or prior to Closing (the “TSXV”) (collectively, the “Required Consents”).

Section 2.5          Certain Approvals. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s organizational documents that are or could become applicable to any Holder as a result of any Holder or the Company fulfilling their respective obligations or exercising their rights under the Transaction Documents (including as a result of the Company’s issuance and delivery of the Exchange Consideration or the exercise of any New Equity Offering Warrants or Pre-Funded Warrants comprising any part of the Exchange Consideration) or the acquisition of New Equity Offering Units by the participants in the New Equity Offering (or the exercise of any New Equity Offering Warrants comprising any part of such New Equity Offering Units). There are no change of control, severance, bonus or similar payments due and payable by the Company or any of its subsidiaries as a result of the Company or any of its subsidiaries fulfilling their respective obligations or exercising their respective rights under the Transaction Documents (including as a result of the Company’s issuance and delivery of the Exchange Consideration or the exercise of any New Equity Offering Warrants or Pre-Funded Warrants comprising any part of the Exchange Consideration) or the acquisition of New Equity Offering Units (or the exercise of any New Equity Offering Warrants comprising any part of such New Equity Offering Units) by the participants in the New Equity Offering.

Section 2.6          Validity of the New Equity Offering Warrants. At the Closing, the New Equity Offering Warrants will be validly issued and entitled to the rights set forth in the New Warrant Indenture, and each New Equity Offering Warrant will not be subject to any preemptive rights, participation rights, rights of first refusal or other similar rights.

Section 2.7          Validity of the Pre-Funded Warrants. At the Closing, any Pre-Funded Warrants issued will be validly issued and entitled to the rights set forth therein, and each such Pre-Funded Warrant will not be subject to any preemptive rights, participation rights, rights of first refusal or other similar rights.

Section 2.8          Validity of the Common Shares. All Common Shares issued as any part of the Exchange Consideration (including upon exercise of any Pre-Funded Warrants, as part of any New Equity Offering Units or upon exercise of any New Equity Offering Warrants issued as part of any New Equity Offering Units) have been duly authorized and, when issued pursuant to the terms of this Agreement (and the terms of the Pre-Funded Warrants with respect to the Common Shares issuable therefor, and the terms of the New Warrant Indenture with respect to Common Shares issuable upon exercise of New Equity Offering Warrants), will be validly issued, fully paid and non-assessable and free of any Liens, and the issuance of such Common Shares will not be subject to any preemptive rights, participation rights, rights of first refusal or other similar rights.

Section 2.9          No Cease Trade Order. No cease trade order preventing the issuance of the New Equity Offering Units, the Common Shares or the Pre-Funded Warrants constituting any part of the Exchange Consideration has been issued, and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened, by any of the Canadian securities regulatory authorities (the “Canadian Securities Commissions”) in any of the provinces and territories of Canada (the “Canadian Jurisdictions”).

Section 2.10      Reporting Issuer. The Company is a “reporting issuer” in the Canadian Jurisdictions and it is not in default of any requirement of applicable Canadian Securities Laws (as defined below), and the Company is not included on a list of defaulting reporting issuers maintained by any of the Canadian Securities Commissions. The Common Shares are registered under Section 12(b) of the U.S. Exchange Act, and the Company files reports with the U.S. Securities and Exchange Commission (the “U.S. Securities Commission”) pursuant to Section 13(a) of the U.S. Exchange Act. The Company is a “foreign issuer” and a “foreign private issuer” as such terms are defined in Rule 405 promulgated under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and Rule 3b-4 promulgated under the U.S. Exchange Act. At least 50% of the consolidated assets of the Company are located outside of the United States and the Company’s business is principally administered outside the United States, in each case as such concept is understood and defined for purposes of Rule 405 promulgated under the U.S. Securities Act and Rule 3b-4 promulgated under the U.S. Exchange Act. The Company is not and has never been an issuer of the type specified in Rule 144(i) promulgated under the U.S. Securities Act.

Section 2.11      TSXV Listing. The Common Shares are listed for trading on the TSXV under the symbol “ELBM”. The Company is in compliance in all material respects with the by-laws, rules and regulations of the TSXV. The Company has taken no action designed to delist the Common Shares from the TSXV, nor has the Company received any notification that the Canadian Securities Commissions or the TSXV is contemplating terminating such registration or listing. The Company has complied in all material respects with the applicable requirements of the TSXV and for maintenance of inclusion of the Common Shares thereon. As of the Closing Date, the Company will have obtained or made all necessary consents, approvals, authorizations or orders of, or filing or notification with, the TSXV and the Canadian Securities Commissions, where applicable, required for the listing and trading of the Common Shares (including any Common Shares issuable as part of the Exchange Consideration) subject only to satisfying their standard listing and maintenance requirements and the filing of a Form 72-503F – Report of Distributions Outside Canada in accordance with Canadian Securities Laws, as well as any outstanding submission to the TSXV as may be requested.

Section 2.12      SEDAR+ Documents. The Company has filed or furnished with the Canadian Securities Commissions through System for Electronic Document Analysis and Retrieval + (“SEDAR+”) all reports, schedules, forms, statements and other documents (including, in each case, the exhibits thereto) required to be filed or furnished by the Company under Canadian Securities Laws since January 1, 2025 (all such reports, schedules, forms, statements and other documents, including the exhibits thereto, the “SEDAR+ Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEDAR+ Documents prior to the expiration of any such extension. The Company has not filed any confidential material change report that remains confidential. Each of the SEDAR+ Documents, when they were filed with the Canadian Securities Commissions, conformed in all material respects to the requirements of the Canadian Securities Laws and did not contain a misrepresentation or an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Any SEDAR+ Documents filed on or after the date hereof and prior to the delivery of the Exchange Consideration, when such documents are so filed, will conform in all material respects to the applicable requirements of Canadian Securities Laws and will not contain a misrepresentation or an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The SEDAR+ Documents, taken as a whole, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. “Canadian Securities Laws” means all applicable securities laws in the Canadian Jurisdictions, all as now enacted or as the same may from time to time be amended, re-enacted or replaced, the respective regulations, rules, orders, and forms under such laws and the applicable published policy statements, national instruments, and multi-lateral instruments of and any exempting orders issued by the Canadian Securities Commissions.

Section 2.13      Nasdaq Listing. The Common Shares are listed for trading by the Nasdaq Stock Market LLC (“Nasdaq”) on the Nasdaq Capital Market under the symbol “ELBM”. Except as disclosed in the EDGAR Documents (as defined below), (a) the Company is in compliance in all material respects with the by-laws, rules and regulations of the Nasdaq, (b) the Company has taken no action designed to delist the Common Shares from the Nasdaq Capital Market, nor has the Company received any notification that the U.S. Securities Commission or Nasdaq is contemplating terminating such registration or listing, (c) the Company has complied in all material respects with the applicable rules and requirements of the Nasdaq for maintenance of inclusion of the Common Shares for listing on the Nasdaq Capital Market, and (d) as of the Closing Date, the Company will have obtained or made all necessary consents, approvals, authorizations or orders of, or filing or notification with, the U.S. Securities Commission and the Nasdaq required for the listing and trading of the Common Shares (including any Common Shares issuable as part of the Exchange Consideration) subject only to satisfying their standard listing and maintenance requirements.

Section 2.14      EDGAR Documents. The Company has filed or furnished with the U.S. Securities Commission through its Electronic Data Gathering, Analysis, and Retrieval system, or any successor system thereto (“EDGAR”), all reports, schedules, forms, statements and other documents (including, in each case, the exhibits thereto) required to be filed or furnished by the Company under the U.S. Securities Act and the U.S. Exchange Act since January 1, 2025 (all such reports, schedules, forms, statements and other documents, including the exhibits thereto, the “EDGAR Documents” and together with the SEDAR+ Documents, the “Public Filings”) on a timely basis or has received a valid extension of such time of filing and has filed any such EDGAR Documents prior to the expiration of any such extension. Each of the EDGAR Documents, when they were filed with the U.S. Securities Commission, conformed in all material respects to the requirements of the U.S. Securities Act and the U.S. Exchange Act and did not contain a misrepresentation or an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Any EDGAR Documents filed on or after the date hereof and prior to the delivery of the Exchange Consideration, when such documents are so filed, will conform in all material respects to the applicable requirements of the U.S. Securities Act and the U.S. Exchange Act and will not contain a misrepresentation or an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The EDGAR Documents do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading.

Section 2.15      Capitalization. The authorized capital stock of the Company consists of an unlimited number of Common Shares and no capital stock other than the Common Shares. At the close of business on October 21, 2025, 20,523,843 Common Shares were issued and outstanding. The Company has not issued any capital stock since June 30, 2025, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion or exercise of convertible securities, warrants or options outstanding as of June 30, 2025. No person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents or the documentation regarding the Restructuring Transactions or to participate in the New Equity Offering. Except for the securities issuable in the New Equity Offering, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any person any right to subscribe for or acquire, any Common Shares or the capital stock of any of the Company’s subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional Common Shares, capital stock or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, Common Shares or capital stock. The issuance and sale of the Common Shares in the Restructuring Transactions will not obligate the Company or any of its subsidiaries to issue Common Shares or any other securities to any person (other than the Holders, the counterparties to the documentation for the Other Exchange Transactions and the purchasers in the New Equity Offering). There are no outstanding securities or instruments of the Company or any of its subsidiaries with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any of its subsidiaries that will require an adjustment as a result of the Restructuring Transactions. There are no outstanding securities or instruments of the Company or any of its subsidiaries that contain any redemption, repurchase or similar provisions pursuant to which the Company or any of its subsidiaries is obligated to make any cash payment as a result of the Restructuring Transactions and (ii) no contract, commitment, understanding or arrangement by which the Company or any of its subsidiaries is or may become bound to redeem or repurchase a security of the Company or such subsidiary as a result of the Restructuring Transactions. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding Common Shares are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all applicable securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Section 2.16      Subsidiaries. The Company has no material direct or indirect subsidiaries or any material investment or proposed investment in any person other than the Guarantors. The Company, directly or indirectly beneficially owns all of the issued and outstanding shares in the capital of its subsidiaries (including the Guarantors), free and clear of all Liens, all of such shares have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from the Company or any of its subsidiaries or any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of the Company’s direct and indirect securities or any other security convertible into or exchangeable for any such shares.

Section 2.17      Solvency. Both before and after giving effect to the Restructuring Transactions, the Company and each of the Guarantors (a) is Solvent (as defined below) and (b) has not taken any action, and no action has been taken by any third party, for the winding up, dissolution or liquidation or similar executory or judicial proceeding in respect of the Company or any of the Guarantors, or for the appointment of a liquidator, custodian, receiver, trustee, administrator or other similar officer for the Company or any of the Guarantors or all of their assets or revenues. As used above, “Solvent” means, with respect to any person, as of any date of determination, that, as of such date, (i) the value of the assets of such person and its subsidiaries, taken as a whole (both at fair value and present fair saleable value) is greater than the total amount of liabilities (including contingent or unliquidated liabilities) of such person and its subsidiaries, taken as a whole, (ii) such person and its subsidiaries are able to pay all liabilities of such person and its subsidiaries as such liabilities generally become due (without taking into account any forbearance or extensions related thereto) and (iii) such Person and its subsidiaries, taken as a whole, do not have unreasonably small capital in relation to the business contemplated by such person and its subsidiaries.

Section 2.18      No Material Adverse Effect. There has not been any event, fact, circumstance, development, change, occurrence or state of affairs subsequent to December 31, 2024 that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

Section 2.19      Financial Information. The audited consolidated balance sheet of the Company and its subsidiaries as of December 31, 2024 and 2023, and the related audited consolidated statements of income, cash flows and shareholders’ equity of the Company and its subsidiaries for the fiscal years ended December 31, 2024, 2023 and 2022, in each case together with related notes and schedules (collectively, the “Audited Financial Statements”), and the unaudited consolidated balance sheet of the Company and its subsidiaries as of June 30, 2025 and 2024, and the related unaudited consolidated statements of income, cash flows and shareholders’ equity of the Company and its subsidiaries for the three and six months ended June 30, 2025 and June 30, 2024, in each case together with related notes and schedules (collectively, the “Interim Financial Statements” and, together with the Audited Financial Statement, the “Financial Statements”), present fairly, in all material respects, the consolidated financial condition, results of operations and cash flows of the Company and its subsidiaries as of the dates indicated. The Financial Statements have been prepared in accordance with and conform in all material respects with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”), applied on a consistent basis during the periods involved. The Company does not have any material liabilities or material obligations, whether contingent or otherwise, of the type required to be reflected on a balance sheet prepared in accordance with IFRS, except for liabilities or obligations: (i) that occurred in the ordinary course of business, or (ii) are reflected in or reserved against in the Financial Statements.

Section 2.20      Independent Accountants. Each of KPMG LLP and MNP LLP is an independent public accountant as required by applicable Canadian Securities Laws and an independent registered public accounting firm as required by the U.S. Exchange Act. There has not been any “reportable event” (as that term is defined in NI 51-102) with KPMG LLP, MNP LLP or any other prior auditor of the Company.

Section 2.21      Disclosure Controls. The Company maintains systems of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting.

Section 2.22      Compliance with Law. The Company and each of its subsidiaries has conducted and is conducting its business in compliance with all Applicable Laws of each jurisdiction in which it carries on business (including all applicable federal, provincial, municipal and local licensing laws, regulations and other lawful requirements of any Governmental Authority, including Environmental Laws (as defined below) and relevant exploration and exploitation permits and concessions) except where the failure to so comply would not have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received a written notice of non-compliance, nor have knowledge of, nor have reasonable grounds to believe, any facts that could give rise to a notice of noncompliance with any such laws, regulations or permits which would have a Material Adverse Effect.

Section 2.23      No Litigation. There are no legal, governmental, administrative, judicial or regulatory audits, investigations, actions, suits, claims, arbitrations, demands, notices of noncompliance or violations, or proceedings pending, nor, to the Company’s knowledge, threatened or contemplated, to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect.

Section 2.24      No Registration. Assuming the accuracy of the representations and warranties of Holders contained herein and their compliance with the agreements set forth herein, it is not necessary, in connection with the issuance of the Exchange Consideration to each Holder, to register the offer and sale of the Common Shares, New Equity Offering Warrants and Pre-Funded Warrants under Canadian Securities Laws or the U.S. Securities Act.

Section 2.25      Material Agreements. (a) All Material Agreements (as defined below) are valid, binding and enforceable by and against the Company and each of its subsidiaries party thereto (except for where the failure to be valid, binding or enforceable would reasonably be expected to be material to the Company and its subsidiaries, taken as a whole), and, to the Company’s knowledge, each other party thereto, and no written notice to terminate, in whole or part, any Material Agreement has been delivered to the Company or any of its subsidiaries (except where such terminations, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect). None of the Company or any of its subsidiaries or, to the Company’s knowledge, any other party is in material breach or default in the observance or performance of any material term or material obligation to be performed by any of them under any Material Agreement and, no event has occurred which with notice or lapse of time or both would constitute such a breach or default. As used herein, “Material Agreement” means any material contract, commitment, debt instrument, indenture, agreement (written or oral), instrument, lease, joint operating agreement, option, joint venture agreement, or other document, including license agreements and agreements relating to the Properties, to which the Company or any of its subsidiaries is a party or by which any of them is bound.

(b)             Neither the Company nor any of its subsidiaries has approved or entered into any agreement in respect of, or received any written notice with respect to: (i) the purchase of any material property or assets or any interest therein or the sale, transfer or other disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by the Company or any of its subsidiaries whether by asset sale, transfer of shares or otherwise, including the Properties (as defined below); (ii) the change of control of the Company or any of its subsidiaries (whether by sale or transfer of shares or sale of all or substantially all of the property and assets of the Company or any of its subsidiaries or otherwise); or (iii) to the Company’s knowledge, a proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding Common Shares.

Section 2.26      Intellectual Property. (a) The Company and its subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, industrial designs, licenses, inventions, trade secrets, technology, internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted.

(b)             The Company and its subsidiaries have not received any notice or claim (whether written, oral or otherwise) challenging the ownership or right to use any of the Intellectual Property used by the Company or any of its subsidiaries in their respective businesses or suggesting that any other person has any claim of legal or beneficial ownership or other claim or interest with respect thereto, nor, to the Company’s knowledge, is there a reasonable basis for any claim that any person other than the Company and its subsidiaries has any claim of legal or beneficial ownership or other claim or interest in any Intellectual Property that is owned by the Company or any of its subsidiaries.

(c)             To the Company’s knowledge, the conduct of the business of the Company and its subsidiaries (including the use or other exploitation of Intellectual Property by them) has not infringed, violated or misappropriated any Intellectual Property right of any person. Neither the Company nor any of its subsidiaries are a party to any legal action or legal proceeding, nor has the Company nor any of its subsidiaries received notice of any legal action or legal proceeding being threatened, that alleges that any current or proposed conduct of the business of the Company and its subsidiaries (including the use or other exploitation of any Intellectual Property by the Company or any of its subsidiaries or any customers, distributors or other licensees) has or will infringe, violate or misappropriate any Intellectual Property right of any person.

Section 2.27      Properties. (a) The Company’s wholly owned cobalt refinery located in Lorrain Township, near Cobalt, Ontario and the Company’s flagship mineral project located in Lemhi County, Idaho, USA (collectively, the “Properties”) are the only properties or assets currently material to the Company and its subsidiaries, taken as a whole.

(b)             The Company and its subsidiaries have good registered and marketable title to each of the Properties, as are necessary for the conduct of their respective businesses as currently conducted or contemplated to be conducted. The Company does not know of any claim or basis for any claim that might or could adversely affect the right of the Company or any of its subsidiaries to use, transfer or otherwise exploit the Properties. The Company and its subsidiaries have the right to occupy and use each of the premises leased by them, and each of the leases for such leased premises is in full force and effect.

(c)             The Company and its subsidiaries hold either freehold title, mining leases, mining claims, mineral concessions, mining or exploration licenses, property leases, or other conventional property, proprietary or contractual interests or rights, mineral claims, surface leases or exploration permits recognized in the jurisdiction in which the Properties are located (or valid agreements to acquire such property interests from third parties, which agreements are in good standing) in respect of the ore bodies and minerals located in the Properties (the “Mining Rights”) under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company and its subsidiaries to explore and commercially extract the minerals relating thereto.

(d)             The Mining Rights in respect of the Properties as disclosed in the Public Filings constitute a complete description of all material Mining Rights held by the Company and its subsidiaries and no other property rights are necessary for the conduct of the Company’s or any of its subsidiaries’ business in respect of the Properties.

(e)             All assessments or other work required to be performed or license fees required to be paid in relation to the material mineral claims of the Company over the Properties in order to maintain their respective interests therein, if any, have been performed or paid to date.

(f)              The Company has acquired or will acquire, all of the material approvals (including environmental approvals), permits, licenses or rights required by the Company to carry out its planned operations at the Properties.

(g)             The Company does not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the Properties.

(h)             There are no expropriations or similar proceedings or any material challenges to title or ownership, actual or threatened, of which the Company has received notice against the Properties.

(i)              The Company has filed or will file all work reports or other documents required in connection with the Properties with the relevant Governmental Authority.

(j)              Any and all of the agreements and other documents and instruments pursuant to which the Company or any of its subsidiaries hold interest in the Properties and any other option in, interest in, or right to earn an interest in any property, are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof. Neither the Company nor any of its subsidiaries are in default and, to the Company’s knowledge, none of the other parties thereto are in default, of any of the material provisions of any such agreements, documents or instruments, nor has any such default been alleged. The Properties (or, as may be applicable, any option agreement or any interest in, or right to earn an interest in, any property) are not subject to any right of first refusal or purchase or acquisition rights; all such rights and interests have been validly located and recorded or applied for recordation in accordance with all Applicable Law.

(k)             The Company has all necessary surface rights, access rights and other necessary rights and interests relating to the Properties and such right and ability to access the Properties and each of the documents, agreements and instruments and obligations relating thereto referred to above are currently in good standing in the name of the Company or its subsidiaries.

(l)              Each of the Company and its subsidiaries have conducted and are conducting their respective business in compliance in all material respects with all applicable mining laws, rules and regulations of each jurisdiction in which it carries on business and with all laws, regulations, rules, orders and directives material to its operation, and neither the Company nor any of its subsidiaries have received any notice of the revocation or cancellation of, or any intention to revoke or cancel, any of the permits, licenses, leases or other instruments or Mining Rights conferring mining exploration rights in respect of the Properties currently held, as applicable.

(m)           All mineral exploration and exploitation activities by the Company or any of its subsidiaries on the properties of the Company or any of its subsidiaries have been conducted in all material respects in accordance with good mining and engineering practices and the Company and its subsidiaries have duly complied with all applicable workers’ compensation and health and safety and workplace laws, regulations and policies in connection with such activities.

Section 2.28      Aboriginal Claims. There are no material claims or actions with respect to aboriginal or native rights against or affecting the Company or, to the best of the knowledge of the Company, pending or threatened, including with respect to the Properties. The Company is not aware of any material land entitlement claims or aboriginal land claims having been asserted or any legal actions relating to aboriginal or community issues having been instituted with respect to the such properties, and no material dispute in respect of such properties with any local or aboriginal or native group exists or, to the Company’s knowledge, is threatened or imminent with respect thereto or activities thereon.

Section 2.29      Environmental Laws. (a) The Company and its subsidiaries are in compliance in all material respects with all Environmental Laws applicable to the Company or any of its subsidiaries. As used herein, (i) “Environmental Laws” means all Applicable Laws relating in any way to the abatement of pollution, protection of the environment, protection of wildlife (including endangered species), preservation of natural resources, ensuring public safety from environmental hazards, protection of cultural and historic resources, management, storage or control of Hazardous Materials (as defined below), Releases (as defined below) or threatened Releases of Hazardous Materials into the environment, and all other Applicable Laws relating to the manufacturing, processing, distribution, use, treatment, storage, Release, handling or transport of Hazardous Materials, (ii) “Hazardous Materials” means all pollutants, contaminants, wastes, chemicals, materials, substances and constituents which are regulated by Environmental Law or which can give rise to liability under any Environmental Law due to their dangerous or deleterious properties or characteristics, including explosive or radioactive substances or petroleum or any fraction thereof, petroleum distillates, petroleum products, natural gas, asbestos or asbestos containing materials, per- or polyfluoroalkyl substances, polychlorinated biphenyls, toxic mold or radon gas, and (iii) “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing or migrating in, into, onto or through the environment.

(b)             The lands covered by the Properties in which the Company or any of its subsidiaries has an interest or right are free and clear of any Hazardous Materials or other adverse environmental conditions which may give rise to any and all claims, actions, causes of action, damages, losses, liabilities, obligations, penalties, judgments, amounts paid in settlement, assessments, costs, disbursement or expenses of any kind or of any nature whatsoever that are asserted against the Company or any other party alleging liability of any kind or of any nature whatsoever arising out of, based on or resulting from (i) the presence, Release or threatened Release of any Hazardous Materials; (ii) physical disturbance of the environment; and (iii) the violation or alleged violation of any Environmental Laws. All environmental approvals, including Environmental Permits (as defined below), required pursuant to Environmental Laws with respect to activities carried out by or on behalf of the Company or any of its subsidiaries on any part of the lands covered by the Properties, have been obtained, are valid and in full force and effect and have been complied with; and there are no proceedings commenced or threatened to revoke or amend any such environmental approvals.

(c)             The Company and its subsidiaries have, as the case may be, obtained all material licenses, permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the “Environmental Permits”) necessary for the operation of the business as currently carried on by the Company and its subsidiaries, and each Environmental Permit is valid, subsisting and in good standing and none of the Company or any of its subsidiaries is in material default or breach of any Environmental Permit and no proceeding is pending or, to the Company’s knowledge, has been threatened to revoke or limit any Environmental Permit.

(d)             Neither the Company nor any of its subsidiaries have used, except in material compliance with all Environmental Laws and Environmental Permits, any Properties or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Materials.

(e)             Neither the Company nor any of its subsidiaries or, to the Company’s knowledge, any of their respective predecessor companies have received any notice of, or been prosecuted for an offence alleging, non-compliance with any Environmental Law, and neither the Company nor any of its subsidiaries (including, if applicable, any predecessor companies) has not settled any allegation of non-compliance that would have a Material Adverse Effect short of prosecution. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Company and its subsidiaries, nor to the knowledge of the Company, have any such orders or directions been threatened.

(f)              Neither the Company nor any of its subsidiaries have received any notice wherein it is alleged or stated that the Company or any subsidiary is potentially responsible for a federal, provincial, municipal or local clean-up site or corrective action under any Environmental Laws. Neither the Company nor any of its subsidiaries has received any request for information, which remains unresolved, in connection with any federal, state, municipal or local inquiries as to disposal sites.

(g)             There are no material environmental audits, evaluations, assessments, studies or tests relating to the properties and assets of the Company and its subsidiaries except for ongoing assessments conducted by or on behalf of the Company or its subsidiaries in the ordinary course.

Section 2.30      Material Permits. The Company and each of its subsidiaries have obtained and possess all requisite licenses, registrations, qualifications, permits and consents which if terminated would result, or would have a reasonable likelihood of resulting, in a Material Adverse Effect (collectively, the “Material Permits”) necessary or appropriate for carrying on its business as currently carried on and all such licenses, registrations, qualifications, permits and consents are valid and subsisting and in good standing. Neither the Company nor any of its subsidiaries have received any notice of proceedings related to the revocation or modification of any Material Permit.

Section 2.31      Technical Report. (a) The Company made available to the respective authors thereof prior to the issuance of the technical report filed on March 10, 2023, with an effective date of January 27, 2023 titled “NI 43-101 Technical Report and Mineral Resource Estimate for the Iron Creek Cobalt-Copper Material Property, Lehmi County, Idaho, USA” (the “Iron Creek Technical Report”) filed by the Company on SEDAR+, for the purpose of preparing the Iron Creek Technical Report, all material information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available. The Iron Creek Technical Report complies in all material respects with the requirements of NI 43-101 as at the date of the Iron Creek Technical Report. The Company is in compliance, in all material respects, with the provisions of NI 43-101. Except as noted in the SEDAR+ Documents, all scientific and technical information (within the meaning of NI 43-101) disclosed in the SEDAR+ Documents: (i) is based upon information prepared, reviewed or verified by or under the supervision of a “qualified person” (as such term is defined in NI 43-101), (ii) has been prepared and disclosed in accordance with Canadian industry standards set forth in NI 43-101, and (iii) was true, complete and accurate in all material respects at the time of filing.

(b)             The Company made available to the respective authors thereof prior to the issuance of the Iron Creek Technical Report Summary filed by the Company on EDGAR, for the purpose of preparing the Iron Creek Technical Report Summary, all material information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available. The Iron Creek Technical Report Summary complies in all material respects with the requirements of Subpart 1300 of Regulation S-K as at the date of the Iron Creek Technical Report Summary. The Company is in compliance, in all material respects, with the provisions of Subpart 1300 of Regulation S-K promulgated by the U.S. Securities Commission (“Regulation S-K”). All scientific and technical information (within the meaning of Subpart 1300 of Regulation S-K) disclosed in the EDGAR Documents: (i) is based upon information prepared, reviewed or verified by or under the supervision of a “qualified person” (as such term is defined in Subpart 1300 of Regulation S-K), (ii) has been prepared and disclosed in accordance with industry standards set forth in Subpart 1300 of Regulation S-K, and (iii) was true, complete and accurate in all material respects at the time of filing.

Section 2.32      Insurance. The Company and its subsidiaries, as applicable, maintains insurance covering the Company’s consolidated properties, operations, personnel and businesses as the Company reasonably deems adequate. Such insurance insures against such losses and risks to an extent which is adequate in accordance with customary industry practice for companies engaged in similar business in similar geographies; all such insurance is fully in force and all premiums due and payable in respect of such insurance have been paid. The Company has no reason to believe that it and its subsidiaries will not be able to renew such existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue their businesses at a cost that would not be reasonably expected to have a Material Adverse Effect. As of the date hereof, to the Company’s knowledge, none of the Company or its subsidiaries has received notice from any insurer or agent of such insurer with respect to any insurance policies of Company or any of its subsidiaries of any cancellation or termination of such policies, other than such notices which are received in the ordinary course of business or for policies that have expired in accordance with their terms.

Section 2.33      Employment Matters. (a) The Company is in compliance in all material respects with all laws respecting employment and employment practices, terms and conditions of employment, occupational health and safety, pay equity and wages. There has not been and there is not currently any, or any reasonably foreseeable, labor disruption or conflict involving the Company or any of its subsidiaries.

(b)             Each material plan for retirement, bonus, stock purchase, profit sharing, stock options, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by the Company for the benefit of any current or former director, officer, employee or consultant of the Company (the “Employee Plans”) has been maintained in material compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plan.

(c)             All material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or provincial pension plan premiums, accrued wages, salaries and commissions and Employee Plan payments have been reflected in the books and records of the Company.

(d)             To the Company’s knowledge, no officer, director, employee or security holder of the Company has any cause of action or other claim whatsoever against, or owes any amount to, the Company in connection with its business except for claims in the ordinary and normal course of the business such as for accrued vacation pay or other amounts or matters which would not be material to the Company.

(e)             The Company and each of its subsidiaries are in compliance in all material respects with all applicable workers compensation and health and safety and workplace laws, regulations and policies.

Section 2.34      Related Party Transactions. (a) The Company does not owe any monies to or has any present loans to, or borrowed any monies from or is otherwise indebted to, any officer, director, employee, shareholder or any person not dealing at “arm’s length” (as such term is defined in the Income Tax Act (Canada)) with any of them except for usual employee reimbursements and compensation paid in the ordinary and normal course of its business.

(b)             Except for usual employee or consulting arrangements made in the ordinary and normal course of business, the Company is not a party to any contract, agreement or understanding with any officer, director, employee, shareholder or any other person not dealing at arm’s length with it.

(c)             None of the directors, officers or employees of the Company, any known holder of more than ten percent (10%) of any class of shares of the Company, or any known associate or affiliate of any of the foregoing persons has had any material interest, direct or indirect, in any material transaction with the Company, or any proposed material transaction which, as the case may be, materially affected, is material to or will materially affect the Company or its business.

Section 2.35      Taxes. (a) All taxes (including income tax, capital tax, payroll taxes, employer health tax, workers' compensation payments, property taxes, customs duties and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable or required to be collected or withheld and remitted by the Company and its subsidiaries have been paid, collected or withheld and remitted as applicable. All tax returns, declarations, remittances and filings required to be filed by the Company or any of its subsidiaries have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading or have a Material Adverse Effect. To the Company’s knowledge, no examination of any tax return of the Company or any of its subsidiaries is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes that have been paid, or may be payable, by the Company or any of its subsidiaries. There are no agreements, waivers or other arrangements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to the Company or any of its subsidiaries.

(b)             The Company and each of its subsidiaries has established on its books and records reserves that are adequate for the payment of all material Taxes not yet due and payable and there are no liens for Taxes on the assets of the Company and its subsidiaries that are material, and there are no audits pending of the tax returns of the Company or any of its subsidiaries (whether federal, state, provincial, local or foreign) and there are no claims which have been or may be asserted relating to any such tax returns, which audits and claims, if determined adversely, would result in the assertion by any governmental agency of any deficiency that would have a Material Adverse Effect.

Section 2.36      Investment Company Act. None of the Company or any of the Guarantors is, or after giving effect to the Restructuring Transactions and the application of the proceeds from each of them will be, required to register as an “investment company” as such term is defined in the U.S. Investment Company Act of 1940, as amended.

Section 2.37      Broker’s Fees. Other than with respect to the commission to be paid to the agents in the New Equity Offering, none of the Company or any of its subsidiaries has incurred any liability for any finder’s fees, brokerage commissions or similar payments in connection with the transactions contemplated by the Transaction Documents or the Transaction Support Agreement (as defined below).

Section 2.38      No Improper Practices. Neither the Company, any of its subsidiaries, nor, to the Company’s knowledge, any of the directors or officers of the Company or any of its subsidiaries has, in the past five years, made any unlawful contributions to any candidate for any political office (or failed fully to disclose any contribution in violation of Applicable Law) or made any contribution or other payment to any official of, or candidate for, any federal, state, provincial, municipal, or foreign office or other person charged with similar public or quasi- public duty in violation of any Applicable Law. No relationship, direct or indirect, exists between or among the Company or any affiliate, on the one hand, and the directors, officers or shareholders of the Company, on the other hand, that is required by Canadian Securities Laws to be described in the SEDAR+ Documents and the EDGAR Documents that is not so described. The Company has not offered, or caused any placement agent to offer, Common Shares or to make any payment of funds to any person with the intent to influence unlawfully (a) a customer or supplier of the Company to alter the customer’s or supplier’s level or type of business with the Company, or (b) a trade journalist or publication to write or publish favorable information about the Company or any of their respective products or services. Neither the Company, any of its subsidiaries, nor, to the Company’s knowledge, any of the directors or officers of the Company or any of its subsidiaries is subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

Section 2.39      Operations. The operations of the Company are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Corruption of Foreign Public Officials Act (Canada) and applicable rules and regulations thereunder, and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental authority (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any court or governmental authority involving the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE HOLDERS

Each Holder, severally and not jointly, hereby represents and warrants to the Company and the Guarantors, as of the date hereof and as of the Closing, as follows:

Section 3.1          Organization and Good Standing. Such Holder has been duly organized and is validly existing and, where applicable, in good standing under the laws of its jurisdiction of formation.

Section 3.2          Valid and Enforceable Agreements. Such Holder has the power, authority and capacity to execute and deliver each of the Transaction Documents to which it is a party, to perform its obligations under such Transactions Documents, and to consummate the Transactions. This Agreement has been duly executed and delivered by such Holder and constitutes a legal, valid and binding obligation of such Holder, enforceable against such Holder in accordance with its terms, except as such enforcement may be subject to the Enforceability Exceptions. As of the Closing, each of the Transaction Documents other than this Agreement to which such Holder is a party will have been duly executed and delivered by such Holder and will constitute a legal, valid and binding obligation of such Holder, enforceable against such Holder in accordance with their terms, except as such enforcement may be subject to the Enforceability Exceptions.

Section 3.3          No Conflicts. The execution, delivery and performance by such Holder of the Transaction Documents to which it is a party and consummation of the transactions contemplated thereby will not (with or without the passage of time or otherwise) violate, conflict with, result in a breach of or default under, require any consent or approval under, result in termination or give others any right of termination, amendment, acceleration or cancellation, or result in the imposition of a Lien on any assets of any of such Holder under or pursuant to (a) the charter, bylaws or other organizational documents of such Holder, (b) any agreement or instrument to which such Holder is a party or by which such Holder is bound, or (c) any Applicable Laws of any Governmental Authority applicable to such Holder, except in the case of clauses (b) or (c), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Holders ability to perform their respective obligations under the Transaction Documents to which it is a party or to consummate the transactions contemplated thereby.

Section 3.4          Title to the Exchanged Notes. Such Holder is the sole legal and beneficial owner of the Exchanged Notes set forth opposite its name on Exhibit A hereto. Such Holder has good, valid and marketable title to its Exchanged Notes, free and clear of any Liens (other than pledges or security interests that such Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker and any restrictions on transfer arising by operation of applicable securities laws). Such Holder has not, in whole or in part, except as described in the preceding sentence, (a) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its Exchanged Notes or its rights, title or interest in and to its Exchanged Notes or (b) given any person or entity (other than such Holder) any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Exchanged Notes. Upon such Holder’s delivery of its Exchanged Notes to the Company pursuant to the Transactions, such Exchanged Notes shall be free and clear of all Liens created by the Holder or any other person acting for the Holder.

Section 3.5          Accredited Investor. Such Holder is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Such Holder understands that the aggregate principal amount of Exchanged Notes may be taken into account by the Company when verifying such Holder’s status as an accredited investor. In connection with such verification process, such Holder confirms that its investment in the Exchange Notes and the Exchange Consideration is not being financed, in whole or in part, by any third party for the specific purpose of facilitating or completing the Transactions. Such Holder acknowledges and agrees that the Company is entitled to rely on this representation in connection with determining that it has taken reasonable steps to verify such Holder’s status as an accredited investor. Such Holder agrees to provide, upon request by the Company, any information, documentation or third-party certifications as the Company may reasonably require in order to verify accredited investor status.

Section 3.6          Adequate Information; No Reliance. The Holder acknowledges and agrees that (a) the Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions and has had the opportunity to review the Public Filings, (b) the Holder has had the opportunity to ask questions of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects and the terms and conditions of the Transactions, (c) the Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed investment decision with respect to such Transactions, (d) the Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Consideration with its tax, accounting or legal advisors, (e) the Company is not acting as a fiduciary or financial or investment advisor to the Holder and (f) the Holder is not relying, and none have relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representatives except for (i) the Public Filings and (ii) the representations and warranties made by the Company in the Transaction Documents and any other documentation delivered to the Holder as part of the Restructuring Transactions. Such Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Consideration; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and acknowledges that investment in the Exchange Consideration involves a high degree of risk.

Section 3.7          Acknowledgements. Such Holder acknowledges that the issuance of the Common Shares (including the Common Shares issuable upon exercise of the Pre-Funded Warrants), Pre-Funded Warrants and New Equity Offering Units (including the Common Shares and New Equity Offering Warrants comprising the New Equity Offering Units, and the Common Shares issuable upon exercise of the New Equity Offering Warrants, and collectively referred to herein as the “New Equity Offering Securities”) pursuant to the Transactions have not been registered or qualified under the U.S. Securities Act or any U.S. state securities laws, and such Common Shares, Pre-Funded Warrants and New Equity Offering Securities are being offered and sold in reliance upon exemptions from registration under the U.S. Securities Act and applicable U.S. state securities laws for transactions not involving any public offering and, therefore, cannot be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless they are subsequently registered and qualified under the U.S. Securities Act and applicable U.S. state laws or unless an exemption from such registration and qualification is available.

ARTICLE IV. CLOSING CONDITIONS & NOTIFICATION

Section 4.1          Conditions to Obligations of each Holder, the Company and the Guarantors. The obligations of each Holder to deliver its respective Exchanged Notes and Existing Warrants and of the Company and the Guarantors to deliver the Exchange Consideration and Repurchase Consideration are subject to the satisfaction at or prior to the Closing of the following conditions:

(a)             no Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) that is in effect and precludes consummation of any portion of the Restructuring Transactions, and no statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any governmental authority that prohibits or makes illegal this Agreement, the Transaction Documents, the transactions contemplated hereby or thereby, or any portion of the Restructuring Transactions;

(b)             there shall be no action, lawsuit, arbitration, claim or proceeding pending that enjoins the consummation of this Agreement, the Transaction Documents, the transactions contemplated hereby or thereby, or any portion of the Restructuring Transactions; and

(c)             the Transaction Support Agreement shall be in full force and effect as of the Closing.

Section 4.2          Additional Conditions to Obligations of the Company and the Guarantors. In addition to the conditions set forth in Section 4.1, the obligations of the Company and the Guarantors to deliver the Exchange Consideration and the Repurchase Consideration are also subject to the satisfaction at or prior to the Closing of the following conditions:

(a)             (i) the representations and warranties of each Holder contained in Article III shall be true and correct as of the Closing in all material respects (except for those representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respects) with the same effect as though such representations and warranties had been made as of the Closing, and each of the representations and warranties contained therein shall be deemed to have been reaffirmed and confirmed as of the Closing Date and (ii) each Holder shall have complied, in all material respects, with all covenants and other agreements in this Agreement required to be performed by them at or prior to Closing;

(b)             the Holders and GLAS USA LLC, as the administrative agent (the “Administrative Agent”), and GLAS Trust Company LLC, as the collateral agent (the “Collateral Agent”), shall have duly executed and delivered to the Company the Credit and Guaranty Agreement in substantially the form set forth in Exhibit B hereto (the “New Term Loan Agreement”), and all conditions to the effectiveness of the New Term Loan Agreement set forth therein (other than any conditions within the control of the Company or any Guarantor) shall have been satisfied or waived; and

(c)             the Holders shall have duly executed and delivered to the Company (i) the stockholders agreement in substantially the form set forth in Exhibit C hereto (the “Registration Rights Agreement”) and (ii) each applicable amended and restated royalty agreement in substantially the form set forth in Exhibit D hereto (each, an “Amended Royalty Agreement”) to which such Holder is a party.

Section 4.3          Additional Conditions to Obligations of each Holder. In addition to the conditions set forth in Section 4.1, the obligations of each Holder to deliver its respective Exchanged Notes and Existing Warrants are also subject to the satisfaction at or prior to the Closing of the following conditions:

(a)             (i) the representations and warranties of the Company contained in Article II shall be true and correct as of the Closing in all material respects (except for those representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respects) with the same effect as though such representations and warranties had been made as of the Closing, and each of the representations and warranties contained therein shall be deemed to have been reaffirmed and confirmed as of the Closing Date and (ii) the Company shall have complied, in all material respects, with all covenants and other agreements in this Agreement required to be performed by the Company at or prior to Closing;

(b) all portions of the Restructuring Transactions are consummated concurrently with the Closing, and all outstanding Existing Convertible Notes shall have been acquired and cancelled by the Company; (c) no amendments, modifications or waivers of any documentation relating to the Other Exchange Transactions (other than amendments, modifications or waivers to which the Holder has provided its prior written consent) have been made since the executed versions of such documentation provided to such Holder concurrently with the execution of this Agreement;

(d)             (i) the New Equity Offering is consummated concurrently with the Closing and raises at least US$30,000,000 in gross cash proceeds, (ii) all documentation relating to the New Equity Offering shall be in form and substance acceptable to such Holder, with executed copies thereof provided to such Holder promptly following execution, and (iii) no amendments, modifications or waivers of any documentation relating to the New Equity Offering (other than amendments, modifications or waivers to which such Holder has provided its prior written consent) have been made since the executed versions of such documentation provided to such Holder;

(e)             concurrently with the Closing, the Company shall have redeemed or repaid all amounts owing under the US$2,000,000 aggregate principal amount of 12.00% promissory notes (the “Bridge Notes”) issued by the Company on August 22, 2025 in accordance with their terms as acknowledged and confirmed by the holders of such Bridge Notes by the execution and delivery of a payout letter(s) to and in favor of the Company confirming, among other things, the repayment in full of all principal, interest and other amounts owing by the Company and the Guarantors under the Bridge Notes, the termination, discharge and release of the Bridge Notes (including the guarantees by the Guarantor contained therein);

(f)              as of the Closing Date, the Company continues to be eligible to receive funds under its grants from the United States Department of Defense disclosed in its Public Filings prior to the signing of the Transaction Support Agreement and any additional grants from the United States Department of Defense received after the signing of the Transaction Support Agreement;

(g)             the Company, its board of directors and its shareholders shall have taken all necessary actions and given all approvals necessary under applicable laws, rules and regulations or the rules and regulations of the TSXV or Nasdaq to implement and effectuate the Restructuring Transactions;

(h)             the Company shall have obtained all authorizations, consents, approvals, rulings or documents that are necessary to implement and effectuate the Restructuring Transactions, and all applicable regulatory or government-imposed waiting periods shall have expired or been terminated without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose materially adverse conditions on such Restructuring Transactions;

(i) the Company, each of the Guarantors, the Administrative Agent and the Collateral Agent shall have duly executed and delivered to the Holders the New Term Loan Agreement, and all conditions to the effectiveness of the New Term Loan Agreement shall have been satisfied or waived; (j) the Company and each Guarantor, as applicable, shall have duly executed and delivered to the Holders each of the Registration Rights Agreement and each Amended Royalty Agreement to which any Holder is a party;

(k)             the Company and TSX Trust Company shall have duly executed and delivered to such Holder the New Warrant Indenture;

(l)              if applicable, the Company shall have duly executed and delivered to such Holder one or more Pre-Funded Warrants for the number of shares contemplated by Section 1.1(e);

(m)           there shall not be any default or event of default that has occurred and is continuing under the Existing Convertible Notes, the Bridge Notes or any other indebtedness of the Company or any of its subsidiaries;

(n)             the Closing shall have occurred on or prior to October 22, 2025;

(o)             the payment in full in immediately available funds of all reasonable legal fees and expenses of Paul Hastings LLP and of Bennett Jones LLP, each in their capacity as counsel to the Convertible Noteholder Ad Hoc Group (as defined in the Transaction Support Agreement) in connection with the Restructuring Transactions; and

(p)             such Holder shall have received (i) an opinion of Cassels Brock & Blackwell LLP, counsel to the Company, addressed to each Holder, in form and substance acceptable to such Holder, (ii) an opinion of Troutman Pepper Locke LLP, counsel to the Company, addressed to such Holder, in form and substance acceptable to such Holder, and (iii) such other customary documentation as such Holder shall reasonably request.

Section 4.4          Notification. Each Holder hereby, severally and not jointly, covenants and agrees to promptly notify the Company upon the occurrence of any event prior to the Closing that would cause any representation, warranty, or covenant contained in Article III to be false or incorrect in any material respect (except for those representations and warranties that are qualified by materiality or material adverse effect, in all respects). The Company hereby covenants and agrees to notify the Holders upon the occurrence of any event prior to the Closing that would cause any representation, warranty, or covenant contained in Article II to be false or incorrect in any material respect (except for those representations and warranties that are qualified by materiality or material adverse effect, in all respects).

ARTICLE V. INDEMNIFICATION

Section 5.1          Indemnification. The Company and each of the Guarantors (each, an “Indemnifying Person”) agree, to the maximum extent permitted by law, jointly and severally, to indemnify each Holder and such Holder’s affiliates, Affiliated Funds (as defined below), equity holders, directors, officers, employees, agents, members, partners, managers, advisors (and any other persons with a functionally equivalent role notwithstanding a lack of such title or any other title) and each person (if any) who controls such Holder within the meaning of Section 15 of the U.S. Securities Act or Section 20 of the U.S. Exchange Act (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities, costs and expenses, and to hold each Indemnified Person harmless against any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all losses, claims, damages, liabilities, costs and expenses of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of counsel and all other reasonable and documented expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them) (collectively, “Losses”), as a result of, relating to, arising out of, or resulting from any Third-Party Claim (as defined below) asserted against such Indemnified Person arising from or in any way related to, or as a result of any action taken or purported to have been taken by any person in connection with the consummation of, the Restructuring Transactions (including the transactions contemplated by this Agreement or any of the other Transaction Documents).

Section 5.2          Indemnification Procedures. Promptly after any Indemnified Person has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person (other than the Company and its affiliates or any other Holder or its affiliates, but including any derivative action, suit or proceeding) (each a “Third-Party Claim”), which the Indemnified Person believes in good faith is an indemnifiable claim under this Agreement, the Indemnified Person shall give the Company prompt written notice of such Third-Party Claim or the commencement of such action, suit or proceeding, but failure to so notify the Company will not relieve the Indemnifying Person from any liability it may have to such Indemnified Person hereunder except to the extent that such Indemnified Person is prejudiced by such failure. Such notice shall state the nature and the basis of such Third-Party Claim to the extent then known. The Company shall have the right to defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Person, any such matter as long as the Company pursues the same diligently and in good faith. If the Company undertakes to defend or settle, it shall promptly notify the Indemnified Person of its intention to do so, and the Indemnified Person shall cooperate with the Company and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Company with any books, records and other information reasonably requested by the Company and in the Indemnified Person’s possession or control; provided, that such disclosure would not affect any privilege relating to the Indemnified Person or result in a violation of law or any confidentiality obligation; provided, further, that such requesting party shall, if reasonably requested by the Indemnified Person, enter into a reasonably and customary confidentiality agreement relating to such request. Such cooperation of the Indemnified Person shall be at the reasonable cost of the Company, including the reasonable and documented fees and disbursements of counsel to assist the Indemnified Person in connection with such cooperation. After the Company has notified the Indemnified Person of its intention to undertake to defend or settle any such asserted liability, and for so long as the Company diligently pursues such defense, the Indemnifying Persons shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if the Company has failed to assume the defense or employ counsel reasonably acceptable to the Indemnified Person , then the Indemnified Person shall have the right to select its own counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the reasonable expenses and fees of one such counsel (in addition to any necessary local counsel) and other reasonable expenses related to such participation to be reimbursed by the Indemnifying Persons as incurred. Notwithstanding any other provision of this Agreement, (x) no Indemnifying Person shall settle any Third-Party Claim under which indemnification may be sought hereunder without the consent of the applicable Indemnified Persons unless the settlement thereof imposes no liability or obligation on, and includes a complete, unconditional and irrevocable release from liability of, and does not include any statement or admission of fault, culpability, wrongdoing or malfeasance by, the Indemnified Person and (y) the Indemnifying Persons shall not be liable for any settlement entered into by an Indemnified Person without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).

If the indemnification provided in this Article V is insufficient, not permitted by applicable law or is judicially determined to be unavailable, then in lieu of indemnifying such Indemnified Person hereunder, the Indemnifying Persons shall contribute to the amount paid or payable by such Indemnified Person as a result of any applicable losses and expenses in such proportion as is appropriate to reflect the relative benefits to the Indemnifying Persons, on the one hand, and the Indemnified Persons, on the other hand or, if such allocation is not sufficient, permitted by applicable law or available, in such proportion as to reflect not only such relative benefits but also the relative fault of the Indemnifying Persons and the Indemnified Persons.

Section 5.3          Limitation on Liability. Notwithstanding anything to the contrary in this Agreement, no Indemnifying Person shall be required to indemnify or hold harmless any Indemnified Person to the extent of any Losses that are finally determined by a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnified Person, from a willful and material breach of a Holder of its obligations under this Agreement or from a claim solely among the Indemnified Persons. To the extent that the Company or its Affiliates have provided indemnification pursuant to this Article V prior to any such determination by a court of competent jurisdiction, each Indemnified Person so determined to have suffered such non-indemnifiable Losses shall promptly refund to the Indemnifying Persons, by wire transfer of immediately available funds, any amounts so advanced by the Indemnifying Persons.

Section 5.4          Release. In consideration for the agreements and covenants set forth in this Agreement, the Company and each of the Guarantors, on behalf of itself and its successors and assigns and its current and former shareholders, members, parents, subsidiaries, divisions, affiliates, directors, officers, employees, agents, attorneys, advisors, consultants, and other representatives (collectively, “Releasing Persons”), hereby absolutely, unconditionally and irrevocably releases and forever discharges from and for, and covenants not to sue, each Indemnified Person from any and all claims (including all counterclaims, cross-claims, defenses, rights of set-off and recoupment), actions, causes of action, acts and omissions, controversies, demands, suits, and other liabilities of every kind or nature whatsoever, both in law and in equity, known or unknown, that any Releasing Person has or has ever had against the Indemnified Persons prior to, through and after the date hereof, in each case, that relate to, arise out of or otherwise are in connection with the Restructuring Transactions (including the transactions contemplated by this Agreement, any of the other Transaction Documents, the Bridge Notes and that certain Board Nomination Agreement entered into by the Company and the holders of the Bridge Notes in connection with the funding of the Bridge Notes); provided, however, that this Section 5.4 will not apply to any claims by the Company or any Guarantor against any Holder with respect to a breach of this Agreement or any other Transaction Document.

ARTICLE VI. MISCELLANEOUS

Section 6.1          Further Action. Each of the Company, the Guarantors and each Holder agrees that it will, upon request, execute and deliver any additional documents reasonably requested by any Holder or the Company and reasonably necessary for the completion of the Transactions.

Section 6.2          Expenses. The Company and the Guarantors shall, upon request, reimburse the Holders for all reasonable and documented fees and out-of-pocket expenses incurred in connection with the Restructuring Transactions promptly upon receipt of an invoice therefor.

Section 6.3          Public Disclosures; Use of Holder Names. (a) As of the date of this Agreement, the neither the Company nor anyone acting on its behalf has provided to any Holder any material non-public information regarding the Company or its securities, other than any material non-public information relating to the Restructuring Transactions. The Company hereby agrees to, at or prior to 9:00 a.m., New York City time on the first Business Day after the Closing (unless this Agreement is executed and delivered prior to the open of regular trading on Nasdaq on any trading day, in which case, as soon as possible thereafter prior to the open of trading on such trading day) (the “Disclosure Time”) file a Material Change Report with the Canadian Securities Commissions and furnish a Report on Form 6-K with the U.S. Securities Commission (a) describing the material terms of this Agreement, the other Transaction Documents and the Other Exchange Transactions (including as exhibits copies of this Agreement, the forms of the other Transaction Documents and any other documents in connection with the Other Exchange Transactions as may be reasonably requested by any of the Holders) and (b) disclosing any other material non-public information (if any) in respect of the Company or its securities disclosed to any Holder prior to such Disclosure Time. The Company acknowledges and agrees that, following the Disclosure Time, none of the Holders shall have any duty of trust or confidence (including any obligation under any confidentiality, wall cross or non-disclosure agreement entered into prior to the Disclosure Time) to the Company or any contractual obligation not to trade in the Common Shares or any other securities of the Company. The Company understands and acknowledges that the Holders and their respective affiliates and persons acting on their behalf will rely on this Section 6.3 in effecting transactions in the securities of the Company and of other persons.

(b)             Neither the Company nor any of its subsidiaries shall identify, or permit any of its employees, agents or representatives to identify, the Holder (whether in connection with the Company or in the Holder’s capacity as an investor in the Company) in any written or oral public communications or issue any press release or other disclosure of any Holder’s name or the name of any of its affiliates, or any derivative of any of the foregoing names (collectively, the “Holder Names”), in each case except (i) as authorized in writing in advance by the Holder in each such instance (electronic mail to suffice) or (ii) as required by Applicable Law; provided, that the Company or its subsidiaries, as applicable. as soon as practicable notifies the Holder of such requirement (except where prohibited by Applicable Law) so that the Holder (or its applicable affiliate) may seek a protective order or other appropriate remedy prior to such disclosure. Notwithstanding the foregoing, the Company may make disclosures to an auditor or governmental or regulatory authority pursuant to any routine investigation, inspection, examination or inquiry without providing the Holder with any notification thereof, unless the Holder is the subject of any such investigation, inspection, examination or inquiry (in which case the preceding sentence shall govern).

Section 6.4          Entire Agreement. This Agreement and the Transaction Support Agreement and any documents and agreements executed in connection with the Transactions embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous oral or written agreements, representations, warranties, contracts, correspondence, conversations, memoranda and understandings between or among the parties or any of their agents, representatives or affiliates relative to such subject matter, including any term sheets, emails or draft documents.

Section 6.5          Tax Matters. Any and all payments made to a Holder with respect to or in connection with (i) any of the securities or loans received by such Holder in the Transactions or (ii) the Bridge Notes shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent 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 provided that, the sum payable to the Holder shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) such Holder receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Section 6.6          Construction; Interpretation. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Unless the context otherwise requires, (a) all references to Sections or Exhibits are to Sections or Exhibits contained in or attached to this Agreement, (b) words in the singular or plural include the singular and plural, and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter, (c) the use of the word “include,” “includes” and “including” in this Agreement shall be by way of example rather than limitation, (d) the word “or” is not exclusive (i.e., “or” shall mean “and/or”), (e) the word “person” will be deemed to include natural person, corporation, limited liability company, professional association, limited partnership, general partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, and (f) unless otherwise express indicated, any agreement, document, instrument, law or statute defined or referred to in this Agreement means such agreement, document, instrument, law or statute as from time to time amended, restated, modified or supplemented, including (in the case of agreements, documents or instruments) by waiver or consent and (in the case of laws or statutes) by succession of comparable statutes, and any statute defined or referred to in this Agreement shall include all rules and regulations promulgated under the same.

Section 6.7          Governing Law; Jurisdiction. This Agreement will in all respects be construed in accordance with and governed by the substantive laws of the State of New York, without reference to its choice of law rules. All actions or proceedings arising out of or relating to this Agreement will be heard and determined exclusively in any federal court of the United States of America sitting in the City of New York, Borough of Manhattan; provided that if such federal court does not have jurisdiction over such action or proceeding, such action or proceeding will be heard and determined exclusively in any state court sitting in the City of New York, Borough of Manhattan. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in City of New York, Borough of Manhattan, for the purpose of any action or proceeding arising out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action or proceeding is brought in an inconvenient forum, that the venue of the action or proceeding is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Section 6.8          Appointment of Agents for Service. The Company hereby irrevocably appoints C T Corporation System with offices at 28 Liberty Street New York, New York 10005 at its agent for service of process in any proceeding and agrees that service of process in any such proceeding may be made upon it at the office of such agent. Each of the Guarantors hereby irrevocably appoint C T Corporation System with offices at 28 Liberty Street New York, New York 10005 at its agent for service of process in any proceeding and agrees that service of process in any such proceeding may be made upon it at the office of such agent. The Company and each of the Guarantors waive, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company and each of the Guarantors represent and warrant that such agent has agreed to act as the agent for service of process, and the Company and each of the Guarantors agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect for a period of seven years from the date of this Agreement.

Section 6.9          Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 6.10      Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in addition to any other remedy to which they are entitled at law or in equity.

Section 6.11      Counterparts. This Agreement may be executed, either manually or by way of a digital signature provided by DocuSign (or similar digital signature provider), by one or more of the parties hereto in any number of separate counterparts (including by facsimile or other electronic means, including telecopy, email or otherwise), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement (whether executed manually or by way of a digital signature) by facsimile or other transmission (e.g., “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart hereof.

Section 6.12      Severability. The invalidity or unenforceability of any provision hereof will in no way affect the validity or enforceability of any other provision or the validity and enforceability of this Agreement.

Section 6.13      Assignment; Binding Effect. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto without the prior written consent of the other parties, except that any Holder may, without the consent of the Company or any Guarantor, assign its rights hereunder to any fund, account (including any separately managed accounts) or investment vehicle that is controlled, managed, advised or sub-advised by the same investment manager, advisor or sub-advisor as such Holder (or an affiliate of the investment manager, advisor or sub-advisor of such Holder) (collectively, “Affiliated Funds”); provided, that no such assignment shall relieve such Holder Investor of its obligations hereunder. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as provided in Article V with respect to the Indemnified Persons, this Agreement (including the documents and instruments referred to in this Agreement) is not intended to and does not confer upon any person any rights or remedies under this Agreement other than the parties hereto.

Section 6.14      Waiver; Remedies. No delay on the part of the any Holder, the Company or any Guarantor in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any waiver of any right, power or privilege under this Agreement operate as a waiver of any other right, power or privilege under this Agreement, nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege under this Agreement. All waivers under this Agreement shall be in writing and signed by the party against whom such waiver is to enforced.

Section 6.15      Amendment. This Agreement may be modified or amended only by written agreement of each of the parties to this Agreement.

Section 6.16      Survival. The provisions of Article II, Article III, Section 4.4, Article V and Article VI shall survive the Closing.

Section 6.17      Notice. Any notice or other communication required to be given hereunder shall be in writing, and will be deemed given (a) if delivered by first-class registered or certified mail, three Business Days (as defined in the Transaction Support Agreement) after so mailed, (b) if delivered by nationally recognized overnight carrier, one Business Day (as defined in the Transaction Support Agreement) after so mailed, and (c) if delivered by electronic mail, when sent (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered to such recipient), and will be delivered and addressed as follows:

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

if to any of the Holders, as set forth on the applicable signature page hereto.

Section 6.18      Termination. The Company may terminate this Agreement with respect to the Company and each of the Guarantors if there has occurred any breach or withdrawal by any Holder of any covenant, representation or warranty set forth in this Agreement. Any Holder may terminate this Agreement with respect to any itself if there has occurred any breach or withdrawal by the Company of any covenant, representation or warranty set forth in this Agreement. This Agreement shall automatically terminate without further action by any party hereto concurrently with the termination of the Transaction Support Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.

[Convertible noteholder signature blocks to come]

Address for Notices:

EXHIBIT A

Holders

Note: All amounts listed assume a Closing Date of October 22, 2025 and do not include any accrued and unpaid interest after such date. Amounts listed do not reflect any repurchases of Existing Convertible Notes pursuant to Section 1.1(b) of the Agreement or any related reduction in the amount of Equitized Notes.

EXHIBIT B

New Term Loan Agreement

[redacted]

EXHIBIT C

Registration Rights Agreement

[redacted]

EXHIBIT D

Form of Amended Royalty Rights Agreement

[redacted]

EXHIBIT E

New Warrant Indenture

[redacted]

EXHIBIT F

Form of Pre-Funded Warrant

[redacted]

Exhibit 99.3

ELECTRA BATTERY MATERIALS CORPORATION

- and -

[●]

AMENDED AND RESTATED COBALT ROYALTY AGREEMENT

SCHEDULE “A” DESCRIPTION OF THE REFINERY 1

SCHEDULE “B” ASSUMPTION AGREEMENT 1

SCHEDULE “C” ROYALTY AGREEMENTS 1

AMENDED AND RESTATED COBALT ROYALTY AGREEMENT

THIS AMENDED AND RESTATED ROYALTY AGREEMENT (this “Royalty Agreement”), dated as of October 22, 2025, amends and restates in its entirety that certain Royalty Agreement (the “2023 Royalty Agreement”), dated as of February 13, 2023, between Electra Battery Materials Corporation, a company incorporated under the federal laws of Canada (the “Company”) and [●] (the “Royalty Holder”).

WHEREAS the Company and the Royalty Holder entered into a note purchase agreement on February 8, 2023, which provided that the Company shall pay the Royalty to the Royalty Holder;

WHEREAS, pursuant to the 2023 Royalty Agreement, the Company granted and reserved for the benefit of the Royalty Holder the Royalty in all Products as described therein;

WHEREAS, the Company and the Royalty Holder desire to amend and restate the 2023 Royalty Agreement in its entirety on the terms and conditions set forth herein;

NOW THEREFORE the Parties agree as follows:

ARTICLE 1 INTERPRETATION

In this Royalty Agreement, unless otherwise provided, terms with the initial letter capitalized have the following definitions:

Schedules “A”, “B”, and “C” which are attached to this Royalty Agreement, are incorporated by reference into and form part of this Royalty Agreement.

If any one or more of the provisions contained in this Royalty Agreement is held to be invalid, illegal or unenforceable in any respect under the Law of any jurisdiction, the validity, legality and enforceability of such provision will not in any way be affected or impaired thereby under the Law of any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.

If any action is required to be taken pursuant to this Royalty Agreement on or by a specified date which is not a Business Day, then such action will be valid if taken on or by the next Business Day.

In this Royalty Agreement, a period of days will be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. (Eastern time) on the last day of the period. If, however, the last day of the period does not fall on a Business Day, the period will terminate at 5:00 p.m. (Eastern time) on the next Business Day.

Unless otherwise indicated, all references to currency herein, including “$” are to lawful money of the United States.

Whenever a provision of this Royalty Agreement requires an approval or consent and such approval or consent is not delivered within the applicable time limit, then, unless otherwise specified, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent.

The headings to the articles and sections of this Royalty Agreement are inserted for convenience only and will not affect the construction hereof.

In this Royalty Agreement:

ARTICLE 2 ROYALTY

The Company hereby grants and reserves for the benefit of the Royalty Holder the Royalty in all Products, and covenants to pay the Royalty to the Royalty Holder on all Products that are Sold, on and subject to the terms of this Royalty Agreement.

This Royalty Agreement will remain in effect until the earlier to occur of:

after which this Royalty Agreement will be terminated without any further action by the Parties.

ARTICLE 3 PAYMENTS

Following the first Sale after the commencement of Commercial Production, the Company must calculate and pay for each Quarter, the Royalty in accordance with the provisions of this ARTICLE 3.

Royalty payments will be due and payable to the Royalty Holder Quarterly, five Business Days after the Company publicly releases its financial results for the Quarter in which the obligation to pay the same accrued, provided that in the event the Company is not required to publicly release its financial results pursuant to Applicable Laws or the rules/policies of any stock exchange, Royalty payments will be due and payable to the Royalty Holder Quarterly on the last day of the month next following the end of the Quarter in which the obligation to pay the same accrued. Subject to Section 5.3, Royalty payments shall be accompanied by an Operations Report. The Company may appoint a paying agent in accordance with the terms of this Royalty Agreement, which, as the date hereof, is the Paying Agent; provided however that no such appointment shall (i) diminish or release the obligations of the Company to ensure that the Royalty Holder receives all Royalty payments and any other amounts payable pursuant to this Royalty Agreement or (ii) create any fiduciary relationship or other obligations as between the Paying Agent and the Royalty Holder.

All Royalty payments will be considered final and in full satisfaction of all obligations of the Company unless the Royalty Holder gives the Company written Notice describing and setting forth an objection to the determination or calculation of the Royalty within one year after receipt by the Royalty Holder of the Operations Report referred to in Section 5.2 that relates to the Royalty payment in question. If the Royalty Holder objects to a particular Operations Report, then the Royalty Holder shall have the right, upon reasonable Notice and at all reasonable times, to have the Company’s accounts and records relating to the calculation of the Royalty in question audited by an independent firm of certified public accountants selected by the Royalty Holder. If such audit determines that there has been a deficiency or an excess in the payment made to the Royalty Holder, such deficiency or excess will be resolved either by adjusting the next Quarterly Royalty payment due or by payment being made in the amount of such deficiency by the Company to the Royalty Holder or in the amount of such excess by the Royalty Holder to the Company if such audit is completed following the termination of this Royalty Agreement. The Royalty Holder will pay all costs of such audit unless a deficiency of 2.5% or more of the amount due to the Royalty Holder is determined to exist, in which case the Company will pay the costs of such audit. Failure on the part of the Royalty Holder to make claim on the Company for adjustment in such one-year period will establish the correctness of the amount of the Royalty payment and preclude the filing of exceptions thereto or making of claims for adjustment thereon; provided however that if fraud or gross negligence is reasonably determined by the Royalty Holder to exist in respect of any Royalty payment, then no time limit shall preclude audits and adjustments on past Royalty payments. This Section 3.3 shall survive the termination of this Royalty Agreement.

All Royalty payments must be made in United States dollars without demand, notice, set- off, or reduction, via the transfer of immediately available funds to such bank account as the Royalty Holder may nominate in writing to the Company from time to time.

All books and records used by the Company to calculate the Royalty due hereunder will be kept according International Financial Reporting Standards as adopted by the International Accounting Standards Board.

The Company will be permitted to sell Products to an Affiliate of the Company, provided that such Sales will be deemed, for the purposes of this Royalty Agreement, to have been Sold at prices and on terms no less favourable to the Company than those that would be extended by an unaffiliated third Person in an arm’s length transaction under similar circumstances. The Company will be permitted to contract with an Affiliate of the Company or an unaffiliated third Person for the processing of Products, provided that such contract is on an arm’s length basis at market terms.

The Company will have the right to market and sell Products in any manner it may elect, and will have the right to engage in forward sales, pre-paid sales, futures trading or commodity options trading and other price hedging, price protection, and speculative arrangements (“Trading Activities”) which may involve the possible physical delivery of Products. The Royalty will not apply to, and the Royalty Holder will not be entitled or required to participate in, any gain or loss of the Company or its Affiliate in Trading Activities or in the actual marketing or Sales of Products delivered pursuant to Trading Activities. In determining the Royalty payable on any Products delivered pursuant to Trading Activities, the Company will not be entitled to deduct from Operating Revenue or Gross Revenue any losses suffered by the Company or its Affiliates in Trading Activities. In the event that the Company engages in Trading Activities, the Royalty will be determined on the basis of the monthly average of the daily Standard Grade Cobalt low quotation for Cobalt Sulfate as published in Fastmarkets MB (or such other successor information source which may replace Fastmarkets MB or is otherwise acceptable to the Company and the Royalty Holder), and without regard to the price or proceeds actually received by the Company, for or in connection with the Sale, or the manner in which a Sale to a third Person is made by the Company. The Parties agree that the Royalty Holder is not a participant in the Trading Activities of the Company, and therefore the Royalty will not be diminished or improved by losses or gains of the Company in any such Trading Activities.

In the event that the Company engages in Tolling Arrangements, the Royalty will be determined on the basis of tolling revenue recorded by the Company in the Quarter.

ARTICLE 4 OPERATION OF THE REFINERY

The Royalty Holder acknowledges and agrees that any decision to commence, pursue, suspend or cease operations at the Refinery is solely a decision of the Company.

The Company must conduct its activities in relation to the Refinery in compliance with all Applicable Law and currently accepted standards and practices in the metals processing and recycling industry in Ontario, Canada.

ARTICLE 5 RECORDS, ACCESS AND REPORTING

The Company must:

Subject to Section 5.3, at the same time as paying each Royalty payment under Section 3.2 the Company shall provide to the Royalty Holder a report setting out in reasonable detail the following information (“Operations Report”):

Notwithstanding anything to the contrary, prior to receipt of an Opt-In Notice and at any time when all Opt-In Notices from the Royalty Holder have been revoked, the Company shall not deliver to the Royalty Holder any information pursuant to this Royalty Agreement (other than the occurrence of a default or an Event of Default under this Royalty Agreement) that would constitute material non-public information regarding the Company or any of its subsidiaries. At any time or from time to time, the Royalty Holder may deliver written notice (an “Opt-In Notice”) to the Company requesting that the Royalty Holder receive Operations Reports that may contain material non-public information regarding the Company or any of its subsidiaries; provided, however, that the Royalty Holder may revoke any such Opt-In Notice in writing at any time. Following receipt of an Opt-In Notice from the Royalty Holder, the Company shall deliver such Operations Reports to the Royalty Holder until the Opt-In Notice is subsequently revoked. To avoid doubt, prior to the receipt of any Opt-In Notice and at any time when all Opt-In Notices from the Royalty Holder have been revoked, the Company shall not be required to deliver any Operations Report pursuant to Section 5.2 of this Royalty Agreement. The delivery of any Operations Reports upon receipt of an Opt-In Notice and prior to such time as when all Opt-In Notices from the Royalty Holder are revoked shall not be construed or deemed as an admission that any such Operations Report contained material non-public information.

ARTICLE 6 INDEMNITY

The Company agrees that it will defend, indemnify, reimburse and hold harmless the Royalty Holder and its Affiliates, agents and employees and their successors and assigns (collectively the “Indemnified Parties”), and each of them, for, from and against any and all claims, losses, demands, liabilities, actions and proceedings, that may be made or brought against the Indemnified Parties or which the Indemnified Parties may sustain, pay or incur that result from or relate to operations conducted on or in respect of the Refinery, including without limitation claims, demands, liabilities, actions and proceedings, in any way arising from or connected with any non-compliance with Environmental Law or any contaminants or Hazardous Substances on, in or under the Refinery or the soil, sediment, water or groundwater forming part thereof, whether in the past, present or future, or any contaminants or Hazardous Substances on any other lands or areas having originated or migrated from the Refinery or the soil, sediment, water or groundwater forming part thereof.

The indemnity provided in Section 6.1 is limited to claims, demands, liabilities, actions and proceedings that may be made or taken against an Indemnified Party in its capacity as or related to the Royalty Holder as a holder of the Royalty and will not include any indemnity in respect of any claims, demands, liabilities, actions and proceedings against an Indemnified Party in any other capacity.

The indemnity in Section 6.1 is a continuing obligation, separate and independent from other obligations and will not be discharged by any one payment or act and will survive expiration or earlier termination of this Royalty Agreement.

ARTICLE 7 ASSIGNMENT

The Royalty Holder may convey or assign all or any portion of the Royalty upon 30 days prior notice to the Company.

The Company may transfer, sell, assign, charge, pledge, hypothecate, mortgage or otherwise dispose of the Collateral or its interest in this Royalty Agreement provided that:

ARTICLE 8 CONFIDENTIALITY

ARTICLE 9 TAXES

Except as required by Applicable Law or expressly contemplated herein, all payments on account of the Royalty to the Royalty Holder (including with respect to the granting of the Royalty) shall be made free and clear and without any present or future deduction, withholding, charge or levy on account of Taxes, without setoff or counterclaim.

To the extent required by Applicable Law, the Royalty Holder may deduct, withhold, charge or levy, any Taxes imposed by any Governmental Body on the Royalty Holder or any of its Affiliates, or otherwise required to be withheld, in respect of any payment made by the Royalty Holder to the Company or any of its Affiliates under this Royalty Agreement.

The Parties agree to reasonably cooperate to: (i) facilitate Tax planning with respect to payments on account of the Royalty; (ii) ensure that no more Taxes, duties or other charges are payable than is required under Applicable Law; and (iii) obtain a refund or credit of any Taxes which have been overpaid.

ARTICLE 10 SECURITY

The payment of the Royalty and the payment and performance of all of the other present and future Obligations will be secured by the Royalty Security Documents including, without limitation, such debenture, collateral charge or mortgage in an amount that may vary as the Royalty Holder considers appropriate, acting reasonably, from time to time to secure payment of the sums due under the Royalty and to give notice of the Royalty Holder's interests (the “Security”).

The Company agrees that the Royalty Holder may register or record this Royalty Agreement and the Security, as applicable, in such registry systems as the Royalty Holder may from time to time deem appropriate, to effectively charge the collateral described therein and to give notice of the Royalty Holder’s interests under this Royalty Agreement and the Security.

Upon the occurrence and continuance of an Event of Default, the Royalty Holder may exercise all recourses available to it under Applicable Law and as contemplated in this Royalty Agreement and the Royalty Security Documents, and may also, in its discretion, realize on the Security in accordance with its terms, including the use and management of the collateral with full dealing authority.

ARTICLE 11 DEFAULT

The occurrence of any one or more of the following events or circumstances shall constitute an event of default hereunder (an “Event of Default”):

Should the Company fail to make to the Royalty Holder any Royalty payment hereunder when due, or fail to make payment when due to the Royalty Holder of any other amount that may become due by the Company hereunder, and the default continues for a period of 30 days.

Should the Company fail to observe or perform any material covenant, condition or agreement contained herein and not have remedied such failure within 30 days of the Company’s receipt of a letter from the Royalty Holder demanding same.

Should the Company or any other obligor thereunder fail to observe or perform any covenant, condition or agreement contained in any of the Royalty Security Documents and such default shall not have been remedied within any cure period provided therein, or should any of the Security become invalid or unenforceable and such default has not been remedied within 30 days of such default becoming known to the Company.

ARTICLE 12 REMEDIES

If an Event of Default occurs, the Royalty Holder shall have the right, upon written notice to the Company, at its option and in addition to and not in substitution for any other remedy which is available at law or equity, to take any or all of the following actions:

ARTICLE 13 MISCELLANEOUS

If, strictly in connection with the interpretation of this Royalty Agreement, there is any conflict or inconsistency between the provisions of this Royalty Agreement and the provisions of the Collateral Trust Agreement, the provisions of the Collateral Trust Agreement shall govern and prevail, and such provision of this Royalty Agreement shall be deemed to be amended to the extent only to eliminate any such conflict or inconsistency. Any right or remedy in this Royalty Agreement which may be in addition to the rights and remedies contained in the Collateral Trust Agreement shall not constitute a conflict or inconsistency.

This Royalty Agreement and the rights and obligations of the Parties hereunder are strictly limited to the Royalty. Each Party will have the free and unrestricted right to enter into, conduct and benefit from any and all business ventures of any kind whatsoever, whether or not competitive with the activities undertaken pursuant hereto, without disclosing such activities to the other Party or inviting or allowing the other to participate therein, including activities involving activities competitive with or supplemental to the Royalty.

This Royalty Agreement is not intended to, and will not be deemed to, create any commercial or other partnership between the Company on the one hand and the Royalty Holder on the other hand. The obligations and liabilities of the Company on the one hand and the Royalty Holder on the other hand, will be several and not joint and no Party on the one hand will have or purport to have any authority to act for or to assume any obligations or responsibility on behalf of any Party on the other hand. Nothing herein contained will be deemed to constitute a Party on the one hand the partner, agent or legal representative of a Party on the other hand or to create any fiduciary relationship between the Party on the other hand.

Any notice, demand, consent or other communication (“Notice”) given or made under this Royalty Agreement:

[●]
Attn: [●]
Email: [●]

Electra Battery Materials Corporation
133 Richmond Street W, Suite 602
Toronto, Ontario
M5H 2L3
Attention:   Trent Mell, President and Chief Executive Officer
Email:           [redacted]

A Party may at any time change its address for future Notices hereunder by Notice in accordance with this Section.

Each Party will, at the request of another Party and at the requesting Party’s expense, execute all such documents and take all such actions as may be reasonably required to effectuate the purposes and intent of this Royalty Agreement.

This Royalty Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between or among the Parties with respect thereto.

No modification of or amendment to this Royalty Agreement shall be valid or binding unless (i) set forth in writing and duly executed by the Parties and (ii) such modification or amendment is also made to each of the Royalty Agreements. No waiver of any breach of any term or provision of this Royalty Agreement shall be effective or binding unless made in writing and signed by the Party purporting to give the same and, unless otherwise provided, shall be limited to the specific breach waived.

Time is of the essence in the performance of any and all of the obligations of the Parties, including, without limitation, the payment of monies.

This Royalty Agreement may be executed in one or more counterparts, including by facsimile, scanned PDF and other means of electronic transmission, and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument. The parties agree that this Royalty Agreement may be executed and delivered by electronic signatures and that the signatures appearing on this Royalty Agreement are the same as handwritten signatures for the purposes of validity, enforceability and admissibility. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Royalty Agreement or any document to be signed in connection with this Royalty Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chose by a signatory hereto.

This Royalty Agreement will enure to the benefit of and be binding on the Parties and their respective successors and permitted assigns.

This Royalty Agreement amends and restates the 2023 Royalty Agreement in its entirety without in any way affecting the rights or obligations of any Party which may have accrued pursuant to the provisions of such agreement prior to the amendment hereby, except as specifically provided for herein, and is, as so amended and restated, ratified and confirmed.

The Company agrees with and confirms to the Royalty Holder that, as of the date hereof, the Royalty Security Documents are and shall remain in full force and effect in all respects and shall continue to exist and secure the liabilities and obligations of the Company hereunder. This confirmation is in addition to and shall not limit, derogate from or otherwise affect any provisions of any of the Royalty Security Documents.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Parties have caused this Royalty Agreement to be signed, sealed and delivered as of the date first set forth above.

SCHEDULE “A” DESCRIPTION OF THE REFINERY

The “Refinery” constitutes the buildings on the property identified as:

PIN 61390-0213 (LT)

PCL 24578 SEC SST; PT N1/2 LT 1 CON 12 LORRAIN SRO PT 1 54R4053; S/T PT 1 54R4137 AS IN LT284968; T/W PT 9, 12 & 13 54R4169 AS IN LT293293; T/W PT 6, 7 54R4169 AS IN LT293294; T/W PT 14 54R1469 AS IN LT293295; T/W PT 5 54R4169 AS IN LT293296; T/W PT 1 TO 4 54R4169 AS IN LT313631; DISTRICT OF TIMISKAMING; TOGETHER WITH AN EASEMENT OVER SRO PT SW PT BROKEN LOT 15, CONCESSION 1, BURKE PARTS 8, 9, 10 AND 11, 54R4169 AS IN DT77797; TOGETHER WITH AN EASEMENT OVER PART BROKEN LOT 15 CON 1 BUCKE PARTS 2 AND 3, 54R6318 AS IN DT85907; TOGETHER WITH AN EASEMENT OVER PART BROKEN LOT 15 CON 1 BUCKE,PART 1 PLAN 54R6318 AS IN DT86111.

SCHEDULE “B” ASSUMPTION AGREEMENT

THIS ASSUMPTION AGREEMENT dated [●], [●], between Electra Battery Materials Corporation (the “Company”), [●] (“Royalty Holder”) and [●] (“Transferee”).

WHEREAS the Royalty Holder and the Company have entered into the Amended and Restated Royalty Agreement, dated October 22, 2025 (the “Royalty Agreement”);

AND WHEREAS all capitalized terms used in this Assumption Agreement which are not otherwise defined herein, shall have the meanings ascribed thereto in the Royalty Agreement;

NOW THEREFORE, in consideration of the mutual covenants and conditions hereinafter contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the parties hereto hereby agree that:

IN WITNESS WHEREOF the parties hereto have executed this Assumption Agreement as of the [●] day of [●], [●]

SCHEDULE “C” ROYALTY AGREEMENTS

C-1

Exhibit 99.4

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 22, 2025 by and among Electra Battery Materials Corporation (together with its successor and permitted assigns, the “Company”), and each of the Shareholders (as defined below) signatory hereto.

WHEREAS, the Company and the Shareholders desire to provide for certain registration rights with respect to each Shareholder’s investments in the Company.

NOW, THEREFORE, in consideration of the foregoing, and the mutual agreements and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows:

ARTICLE I DEFINITIONS; INTERPRETATION

Section 1.1          Definitions. In addition to the terms defined elsewhere in this Agreement, as used in this Agreement, the following terms have the meanings set forth below.

“Affiliate” means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by or is under common control with the specified Person. For the purposes of this definition, “control” (including, with its correlative meanings, the terms “controlled by” and “under common control with”) means, with respect to any Person, the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such Person, whether through the ownership of securities, by contract or otherwise. For purposes of this definition, the Company and its subsidiaries will not be deemed to be Affiliates of any Shareholder.

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any Governmental Authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

“Common Shares” means the Common Shares, no par value per share, of the Company, and any other equity securities into which any such Common Shares shall have been changed, exchanged or converted or issued or issuable by way of unit or share dividend or unit or share split, or in connection with a combination of shares, recapitalization, merger, consolidation, amalgamation, combination or other reorganization.

“Covered Person” means, with respect to any specified Person, such specified Person’s directors, officers, partners, managers, members, investment managers, trading managers, employees, Affiliates, agents and representatives and each Person, if any, who controls, such specified Person within the meaning of the U.S. Securities Act or the U.S. Exchange Act.

“Government Shutdown” means any period during which the SEC is closed, not operating, or not accepting or processing filings or other submissions. For the avoidance of doubt, a Government Shutdown shall be deemed to continue until the SEC resumes normal operations.

“Governmental Authority” means any governmental or regulatory authority, agency, body, court, arbitrator or self-regulatory organization.

“MJDS” means the multijurisdictional disclosure system established by the United States and Canada.

“Person” means any natural person, corporation, limited liability company, professional association, limited partnership, general partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organization (including Governmental Authority), whether or not a legal entity.

“prospectus” means a prospectus or prospectuses (preliminary, final or free writing) included in, or relating to, any Registration Statement filed under the U.S. Securities Act, as amended or supplemented by any prospectus supplement, including post-effective amendments, and all material incorporated by reference therein.

“Registrable Securities” means all Common Shares (including Common Shares issuable or issued upon exercise of any warrants to purchase Common Shares) and warrants to purchase Common Shares (other than any pre-funded warrants), held or beneficially owned by any Shareholder, including in each case any Common Shares issued or issuable by way of unit or share dividend or unit or share split, or in connection with a combination of shares, recapitalization, merger, consolidation, amalgamation, combination or other reorganization. As to any particular Registrable Securities, such securities will cease to be Registrable Securities upon the earliest of when such securities (a) have been effectively registered and disposed of or sold in accordance with a Registration Statement covering them, (b) have been sold to the public in compliance with Rule 144 under the U.S. Securities Act, (c) may be immediately sold to the public without registration or restriction (including as to volume by each holder thereof and without compliance with any “current public information” requirement) pursuant to Rule 144 under the U.S. Securities Act, and all restrictive legends associated with such securities have been removed or (d) have been repurchased by the Company. For purposes of this Agreement, a Person will be deemed to be a holder of Registrable Securities whenever such Person has the right to acquire directly or indirectly such Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected.

“register,” “registered” “registering” and “registration” refer to a registration effected by preparing and filing one or more Registration Statements under the U.S. Securities Act and the declared or automatic effectiveness of such Registration Statements. Furthermore, any reference to a Registration Statement becoming “effective” shall also mean, to the extent applicable, such Registration Statement having been declared effective by the SEC or having become automatically effective pursuant to the U.S. Securities Act.

“Registration Effectiveness Deadline” means, with respect to any Registration Statement filed in connection with any Shelf Registration (including, to avoid doubt, the Shelf Registration pursuant to Section 3.1(a)(ii)), the date thirty (30) days (or, in the event of a “full review” by the SEC, ninety (90) days) after the applicable Registration Filing Deadline; provided, however, that (i) in the event the Company is notified by the SEC that any such Registration Statements will not be reviewed or is no longer subject to further review and comments by the SEC, the Registration Effectiveness Deadline as to such Registration Statement shall be the fifth (5th) Trading Day following the date on which the Company is so notified if such date precedes the date otherwise required above, (ii) if any Registration Effectiveness Deadline falls on a day that is not a Business Day, then the Registration Effectiveness Deadline shall be the next succeeding Business Day, and (iii) if a Government Shutdown occurs or is continuing during any portion of the period between the filing of a Registration Statement and the Registration Effectiveness Deadline for such Registration Statement, the Registration Effectiveness Deadline shall be extended by the length of such period during which the Government Shutdown occurs and is continuing, up to a maximum of thirty (30) days.

“Registration Filing Deadline” means (a) with respect to any Registration Statement filed in connection with any Shelf Registration (other than the Shelf Registration pursuant to Section 3.1(a)(ii)), the date that is thirty (30) days after the delivery of the applicable Shelf Registration Request and (b) with respect to any Registration Statement filed in connection with the Shelf Registration pursuant to Section 3.1(a)(ii), forty-five (45) days after the date hereof.

“Registration Statement” means a registration statement filed under the U.S. Securities Act (including any prospectus (preliminary, final or free writing) included therein or relating thereto, any exhibits, supplements or amendments to such prospectus or registration statement and any document incorporated or deemed incorporated by reference in any of the foregoing).

“Related Funds” means, with respect to any Shareholder, any fund, account (including any separately managed accounts) or investment vehicle that is controlled, managed, advised or sub-advised by the same investment manager, advisor or sub-advisor as such Shareholder (or an Affiliate of the investment manager, advisor or sub-advisor of such Shareholder).

“Required Holders” means Shareholders holding or beneficially owning at least 25% of the Registrable Securities.

“SEC” means the U.S. Securities and Exchange Commission.

“Shareholder” means each of the shareholders signatory hereto and permitted assignee of the rights of any Shareholder under this Agreement.

“Shelf Registration” means any registration pursuant to Section 3.1(a).

“Shelf Registration Statement” means a Registration Statement filed on Form F-3, F-1 or any other available form, in each case in respect of a delayed or continuous secondary offering of securities under the U.S. Securities Act pursuant to MJDS or Rule 415 under the U.S. Securities Act.

“U.S. Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“U.S. Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder.

Section 1.2          Interpretation. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Unless the context otherwise requires, (a) all references to Sections are to Sections contained in or attached to this Agreement, (b) words in the singular or plural include the singular and plural, and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter, (c) the use of the word “include,” “includes” and “including” in this Agreement shall be by way of example rather than limitation, (d) the word “or” is not exclusive (i.e., “or” shall mean “and/or”), (e) where this Agreement states that a party “shall,” “will” or “must” perform in some manner or otherwise act or omit to act, it means that the party is legally obligated to do so in accordance with this Agreement, (f) words such as “herein,” “hereinafter,” “hereof,” “hereunder” and “hereto” refer to this Agreement as a whole and not merely to a subdivision in which such words appear, (g) unless otherwise express indicated, any agreement, document, instrument, law or statute defined or referred to in this Agreement means such agreement, document, instrument, law or statute as from time to time amended, restated, modified or supplemented, including (in the case of agreements, documents or instruments) by waiver or consent and (in the case of laws or statutes) by succession of comparable statutes, and any statute defined or referred to in this Agreement shall include all rules and regulations promulgated under the same, and (h) all monetary values stated herein are expressed in United States currency and all references to “dollars” or “$” will be deemed references to the United States dollar.

ARTICLE II REPRESENTATIONS AND WARRANTIES

Section 2.1          Representations and Warranties of the Shareholders. Each Shareholder, severally and not jointly, represents and warrants to the Company that (a) it has power and authority to enter into this Agreement and perform its obligations hereunder, (b) this Agreement has been duly authorized, executed and delivered by such Shareholder, (c) this Agreement constitutes the valid and binding obligation of such Shareholder enforceable against it in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or (ii) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity, and (d) the execution, delivery and performance by such Shareholder of this Agreement (i) does not and will not violate any laws, rules or regulations applicable to such Shareholder, or require such Shareholder to obtain any approval, consent or waiver of, or to make any filing with, any Person that has not been obtained or made or that is not otherwise contemplated by this Agreement and (ii) does not constitute a breach of or default under any material agreement to which such Shareholder is a party.

Section 2.2          Representations and Warranties of the Company. The Company represents and warrants to each Shareholder that (a) it has power and authority to enter into this Agreement and perform its obligations hereunder, (b) this Agreement has been duly authorized, executed and delivered by the Company, (c) this Agreement constitutes the valid and binding obligation of the Company enforceable against it in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or (ii) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity, and (d) the execution, delivery and performance by the Company of this Agreement (i) does not and will not violate any laws, rules or regulations applicable to the Company or require the Company to obtain any approval, consent or waiver of, or to make any filing with, any Person that has not been obtained or made or that is not otherwise contemplated by this Agreement and (ii) does not and will not result in a breach of, constitute a default under, accelerate any obligation under or give rise to a right of termination of any indenture or loan or credit agreement or any other material agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Company is a party or by which the property of the Company is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the assets or properties of the Company.

ARTICLE III REGISTRATION RIGHTS

Section 3.1          Shelf Registration.

(a)             Shelf Registration Statement. (i) Subject to the terms and conditions of this Agreement, the Required Holders may, at any time on or after date hereof, require the Company to file a Shelf Registration Statement (any such request, a “Shelf Registration Request”) registering the offer, sale, delivery or distribution of all or any portion of the Registrable Securities held by such Required Holders by means of an offering completed on a delayed or continuous basis under the U.S. Securities Act (including if requested pursuant to MJDS or Rule 415 under the U.S. Securities Act). Upon receipt of a Shelf Registration Request, the Company shall (A) as soon as practicable, and in any event within ten (10) Business Days after receipt of such Shelf Registration Request, give written notice of such Shelf Registration Request to all Shareholders holding Registrable Securities and include in the requested Shelf Registration all Registrable Securities set forth in such Shelf Registration Request and all Registrable Securities with respect to which the Company has received written requests for inclusion therein from Shareholders within five (5) Business Days after the delivery of the Company’s notice of such Shelf Registration Request pursuant to this Section 3.1(a)(i), (B) prepare and, as soon as practicable and in any event no later than the Registration Filing Deadline, file such Shelf Registration Statement with the SEC, and (C) use its commercially reasonable best efforts to cause such Shelf Registration Statement to become effective as soon as practicable and in any event no later than the Registration Effectiveness Deadline. Any Shelf Registration Statement shall register only Registrable Securities and shall not register any securities held by any Person other than a Shareholder.

(ii)            Without limiting the generality of this Section 3.1(a), unless Shareholders holding at least a majority of the Registrable Securities instruct the Company otherwise in writing, the Company shall (A) prepare and, as soon as reasonably practicable after the date hereof and in no event later than the Registration Filing Deadline, file a Shelf Registration Statemetn with the SEC for the offer, sale, delivery and distribution of all Registrable Securities and (B) use its commercially reasonable best efforts to cause such Shelf Registration Statement to become effective as soon as reasonably practicable and in any event no later than the Registration Effectiveness Deadline.

(b)             Registration Requests. Any Shelf Registration Request shall be in writing and shall (i) specify the number of Registrable Securities that the applicable Shareholders delivering such Shelf Registration Request intend to offer, sell, deliver or distribute, as applicable, and the number of Registrable Securities then held by such Shareholders and (ii) describe the nature or methods of the proposed registration or distribution of such Registrable Securities, which may include a broad list of potential alternative methods.

(c)             Form of Registration. The Company shall register the Registrable Securities on an appropriate form (which shall be a short form to the extent available) reasonably acceptable to the holders of a majority of the Registrable Securities requested to be included in such registration.

(d)             Certain Events. If (i) any Registration Statement is not filed on or prior to its Registration Filing Date (and if the Company files any Registration Statement without affording the Holders the opportunity to review and comment on the same as required by this Agreement then the Company shall be deemed to have not satisfied this clause (i)), (ii) a Registration Statement registering for resale of Registrable Securities has not become effective on or prior to the applicable Registration Effectiveness Date, (iii) if a Registration Statement has been become effective but ceases to be effective or ceases to be usable for the offer and sale of the Registrable Securities (other than to the extent part of an Allowable Grace Period) at any time during the Registration Period of such Registration Statement and such lapse continues for more than ten (10) consecutive days or more than twenty-five (25) days in any twelve (12) month period, (iv) if the Company, through its omission, fails to name a Shareholder as a selling shareholder and such Shareholder had complied timely with its obligations hereunder in a manner to entitle such Shareholder to be so named in the Registration Statement, or (v) during any Grace Period that is not an Allowable Grace Period (any such failure or breach of clause (i) through (v) being referred to as an “Event”, and for purposes of clauses (i), (ii), (iv) and (v), the date on which such Event occurs, and for purpose of clause (iii) the date on which such ten (10) or fifteen (15) day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Shareholders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Shareholder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 0.5% multiplied by the aggregate closing price of the Common Shares on the Nasdaq on the applicable Event Date of all Common Shares constituting Registrable Securities being registered by such Shareholder (or requested to be registered by such Shareholder in the case of clause (iv)) in such Registration Statement. Notwithstanding anything to the contrary in this Agreement, in no event shall the Company be required to make duplicative payments of partial liquidated damages with respect to the same Event or the same period of time under this Section 3.1(e) and in no event shall the aggregate amount of liquidated damages with respect to the same Event or the same period of time under this Section 3.1(e) exceed the product of 8.0%, the aggregate closing price of the Common Shares on the Nasdaq on the applicable Event Date, and the aggregate number of Common Shares constituting Registrable Securities being registered by such Shareholder (or requested to be registered by such Shareholder in the case of clause (iv)) in such Registration Statement.

Section 3.2          Registration Procedures. Whenever any Registrable Securities are required to be registered pursuant to this Agreement, the Company shall use its commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall as expeditiously as reasonably possible do the following:

(a)             The Company shall (i) prepare and file with the SEC a Registration Statement (and all amendments and supplements thereto and related prospectuses) with respect to the applicable Registrable Securities, which shall include a “plan of distribution” approved by Designated Seller Counsel, and (ii) if such Registration Statement does not become immediately effective upon filing, use its commercially reasonable best efforts to cause such Registration Statement relating to the Registrable Securities to become effective as soon as reasonably practicable after such filing. The Company shall respond as promptly as reasonably practicable to written comments received from the SEC upon review of any Registration Statement (or any amendment or supplement thereto or related prospectus). Following the resolution or clearance of all comments on any Registration Statement (or any amendment or supplement thereto or related prospectus) or, if applicable, following notification that any such Registration Statement (or any amendment or supplement thereto or related prospectus) will not be subject to review, the Company shall, to the extent applicable and within three (3) Business Days thereafter, file a request for acceleration of effectiveness of such Registration Statement (or any amendment or supplement thereto or related prospectus) to cause such Registration Statement to become effective as of a time and date not later than two (2) Business Days after the submission of such request. By 9:30 a.m. (New York City time) on the second (2nd) Business Day after a Shelf Registration Statement becomes effective and, in the case of any other Registration Statement, following the earlier of the date of determination of the offering price or the date of first use after effectiveness in connection with a public offering or sales, the Company shall file with the SEC in accordance with the requirements of the U.S. Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. Subject to applicable securities laws, the Company shall keep each Registration Statement effective at all times until the first date on which the Shareholders shall have sold all of the Registrable Securities covered by such Registration Statement or otherwise no longer hold Registrable Securities (the period the Company is obligated to keep the applicable Registration Statement effective hereunder, the “Registration Period”).

(b)             The Company shall ensure that (i) each Registration Statement (including any amendments or supplements thereto and related prospectuses) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) each Registration Statement filed and effective pursuant to the U.S. Securities Act shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. For the avoidance of doubt, the Company shall not be responsible for any untrue statement or omission with respect to any Registration Statement made in reliance upon and in conformity with information furnished to the Company by or on behalf of any Shareholder specifically for use therein.

(c)             The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to keep such Registration Statement effective at all times during the Registration Period to the extent applicable in the relevant jurisdictions (except as provided in Section 3.2(o)), and, during the Registration Period, the Company shall comply with the provisions of the U.S. Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement.

(d)             The Company shall provide Designated Seller Counsel with a reasonable opportunity to review and comment upon any Registration Statement (and any amendment or supplement thereto or related prospectus) registering Registrable Securities at least three (3) Business Days prior to its filing with the SEC. The Company shall (i) promptly furnish to Designated Seller Counsel, without charge, copies of any correspondence from the SEC to the Company or its representatives relating to any Registration Statement, (ii) provide Designated Seller Counsel with a reasonable opportunity to review and consider the Company’s responses to any such correspondence and (iii) shall consider any comments provided by Designated Seller Counsel or any Shareholder in good faith.

(e)             The Company shall, upon request, furnish to Designated Seller Counsel and each Shareholder whose Registrable Securities are included in any Registration Statement, without charge, such number of copies of such Registration Statement and any amendments thereto (other than the Company’s filings under the U.S. Exchange Act and other than any amendment or supplement to a Registration Statement that is substantially similar to the Company’s filings under the U.S. Exchange Act), each prospectus (preliminary, final, summary or free writing) related thereto and such other documents, as such Shareholder may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company may provide any such copies in electronic form only.

(f)              In the event of a registration under the U.S. Securities Act, the Company shall use its commercially reasonable best efforts to (i) register and qualify, unless an exemption from, or preemption of, registration and qualification applies, the resale by Shareholders of the Registrable Securities covered by a Registration Statement under such other securities or “blue sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions or obtain exemptions from the registration and qualification requirements of such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3.2(f), (y) subject itself to general taxation in any jurisdiction or (z) file a general consent to service of process in any jurisdiction in which it is not currently so qualified or subject to general taxation or has not currently so consented.

(g)             If any Registrable Securities are covered by a Registration Statement, the Company shall promptly notify Designated Seller Counsel and the Shareholders whose Registrable Securities are included in the Registration Statement in writing of (i) the issuance by the SEC or any other Governmental Authority of any stop order or cease trade order suspending the effectiveness or qualification of such Registration Statement or of any order preventing or suspending the use of any related prospectus, or of the initiation of any proceedings for any of the foregoing purposes or (ii) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company shall use its commercially reasonable best efforts to prevent the issuance of any stop order, any cease trade order, any other suspension of effectiveness or qualification of any Registration Statement, any order preventing or suspending the use of any prospectus, or any suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension as soon as reasonably practicable and to notify Designated Seller Counsel and the Shareholders that hold Registrable Securities promptly upon such withdrawal.

(h)             If any Registrable Securities are covered by a Registration Statement, the Company shall promptly notify Designated Seller Counsel and the Shareholders whose Registrable Securities are included in the Registration Statement in writing of the existence of (but not the details with respect to) any event or circumstance which necessitates the filing of an amendment or supplement to the Registration Statement or any related prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of any Registration Statement filed pursuant to the U.S. Securities Act, it will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein not misleading and, in the case of any other Registration Statement and any prospectus related to any Registration Statement, it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Subject to Section 3.2(o), the Company shall promptly prepare, file and, if necessary, use its commercially reasonable efforts to cause to become effective one or more supplements or amendments to such Registration Statement and any related prospectus as necessary to correct such untrue statement or omission and shall promptly notify Designated Seller Counsel and the applicable Shareholders of the filing and, as applicable, effectiveness of the same.

(i)              The Company shall promptly notify Designated Seller Counsel and each Shareholder whose Registrable Securities are included in the Registration Statement in writing (i) when such Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to Designated Seller Counsel and the Shareholders whose Registrable Securities are included in the Registration Statement by e-mail within one (1) Business Day of such effectiveness), (ii) when such Registration Statement or any amendment or supplement thereto or any related prospectus has been filed, or (iii) of any request by the SEC or any other Governmental Authority, for amendments or supplements to such Registration Statement or any related prospectus;

(j)              The Company shall hold in confidence and not make any disclosure of information concerning any Shareholder provided to the Company pursuant to this Agreement unless (i) disclosure of such information is necessary to comply with United States federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement or any related prospectus or (iii) the release of such information is ordered pursuant to a subpoena or order from a court or government body of competent jurisdiction. The Company agrees that it shall, upon learning that disclosure of such information concerning a Shareholder is sought in or by a court or government body of competent jurisdiction or through other means, give prompt written notice to such Shareholder and allow such Shareholder, at such Shareholder’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

(k)             The Company shall use its commercially reasonable best efforts to cause all the Registrable Securities covered by the Registration Statement to be listed or quoted on each securities exchange or trading market on which securities of the same class or series issued by the Company have been listed or quoted by the Company.

(l)              The Company shall cooperate with the Shareholders that hold Registrable Securities being offered to facilitate the timely (i) preparation and delivery of certificates (or electronic book entries, if applicable) (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Registration Statement and enable such certificates (or electronic book entries, if applicable) to be in such names and denominations and amounts and (ii) crediting of the Registrable Securities to be offered pursuant to a Registration Statement to the applicable account (or accounts) with The Depository Trust Company through its Deposit/Withdrawal At Custodian system, if the Common Shares are then listed on a U.S. national securities exchange (as such term is understood pursuant to the U.S. Exchange Act), in any such case as such Shareholder may request. Within two Business Days after a Registration Statement which includes Registrable Securities becomes effective, if required by the transfer agent, the Company shall deliver to the transfer agent for the Registrable Securities (with copies to the Shareholders whose Registrable Securities are included in such Registration Statement) an appropriate instruction and an opinion of the Company’s counsel, if required by the transfer agent, in order to remove all restrictive legends from all Registrable Securities whose offer is registered pursuant to such Registration Statement. For the avoidance of doubt, the Company’s obligations hereunder shall be limited to using its commercially reasonable best efforts to cause the transfer agent to effect the foregoing actions in a timely manner and are subject to receipt by the Company of all customary representations, transfer instructions and any documentation from the Shareholder which is reasonably requested by the transfer agent or the Company in connection with the foregoing.

(m)           If requested by a Shareholder, the Company shall as soon as reasonably practicable (i) incorporate in a prospectus supplement or post-effective amendment, if applicable, such information as a Shareholder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including information with respect to such Shareholder, the number of Registrable Securities being offered or sold by such Shareholder, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering, (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment and (iii) supplement or make amendments to any Registration Statement if reasonably requested by a Shareholder holding any such Registrable Securities.

(n)             The Company shall comply with all applicable rules and regulations of the SEC in connection with any registration hereunder. The Company shall make available to its security holders, as soon as reasonably practicable, but not later than sixteen (16) months after the effective date of any Registration Statement under the U.S. Securities Act, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of such Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the U.S. Securities Act and the rules thereunder (including Rule 158 under the U.S. Securities Act), and which for the avoidance of doubt, will be deemed satisfied by the filing of periodic reports required by the Exchange Act.

(o)             Notwithstanding anything to the contrary in this Agreement, the Company shall be permitted to delay the filing of any Registration Statement pursuant to this Agreement and to suspend the use of the prospectus contained in any Registration Statement filed pursuant to this Agreement by providing written notice (a “Suspension Notice”) to the Shareholders whose Registrable Securities are included (or to be included) in such Registration Statement, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of one-hundred twenty (120) days in any rolling twelve (12) month period or more than sixty (60) consecutive days) (each, a “Grace Period”), if a majority of the Board of Directors determines in good faith that any of the following events (each, a “Valid Business Reason”) shall occur: (i) the registration or offering of Registrable Securities should not be made or continued because it would materially and adversely interfere with any existing or potential material financing, acquisition, corporate reorganization, merger, share exchange or other transaction or event involving the Company or any of its subsidiaries, or (ii) there exists material non-public information relating to the Company, the disclosure of which would be detrimental to the Company and the Company has a bona fide business purpose for preserving such information as confidential. Any Suspension Notice delivered by the Company shall state generally the basis for the notice (but without disclosing the content of any material non-public information to any Shareholder and the Company agrees that the Shareholders shall not have any duty of confidentiality to the Company with respect to any such information disclosed) and that such suspension shall continue only for so long as the Valid Business Reason or its effect is continuing. Shareholders may recommence effecting sales of Registrable Shares pursuant to the applicable prospectus and Registration Statement (or any related filings) following written notice to such effect delivered by the Company (an “End of Suspension Notice”). The Company shall deliver an End of Suspension Notice to the Shareholders promptly, but no later than one Business Day, following the conclusion of any Valid Business Reason and its effect. The first day of any Grace Period must be at least fifteen (15) days after the last day of any prior Grace Period. For purposes of determining the length of any Grace Period, the Grace Period shall begin on and include the date the Shareholders receive the Suspension Notice and shall end on and include the later of (x) the date the Shareholders receive the End of Suspension Notice and (y) the date referred to in End of Suspension Notice. Each Grace Period that satisfies all of the requirements of this Section 3.2(o) is referred to as an “Allowable Grace Period.” All time periods and deadlines provided for under this Agreement shall be adjusted as necessary to account for an Allowable Grace Period.

(p)             The Company shall at all times maintain a registrar and transfer agent of all Registrable Securities.

(q)             Notwithstanding anything in this Agreement to the contrary, no Shareholder shall be described or referred to in any Registration Statement as an “underwriter” within the meaning of Section 2(a)(11) of the U.S. Securities Act or any other applicable law without the prior written consent of such Shareholder (which consent may be given or withheld in the sole and absolute discretion of such Shareholder); provided that, in the event such consent is withheld by any such Shareholder, the Registrable Securities of such Shareholder may be removed from such Registration Statement by the Company and the Company shall have no further obligations to such Shareholder with respect to such Registration Statement. If, notwithstanding the foregoing, at any time the SEC advises the Company in writing that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the U.S. Securities Act, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by a Registration Statement may be consummated on the basis originally proposed.

(r)              The Company shall enter into such customary agreements and take such other actions as any Shareholder may reasonably request in order to expedite and facilitate the disposition of the Registrable Securities covered by a Registration Statement.

Section 3.3          Other Procedures.

(a)             Rule 144 and Regulation S. With a view to making available to the Shareholders the benefits of Rule 144 and Regulation S promulgated under the U.S. Securities Act, the Company shall use commercially reasonable best efforts to file the reports required to be filed by it under the U.S. Securities Act and the U.S. Exchange Act (or, if the Company is not required to file such reports, it will, upon the written request of any Shareholder, make publicly available such necessary information for so long as necessary to permit sales that would otherwise be permitted by this Agreement pursuant to Rule 144 or Regulation S under the U.S. Securities Act), and it will take such further action as any Shareholder may reasonably request, all to the extent required from time to time to enable such Shareholder to sell Registrable Securities without registration under the U.S. Securities Act in transactions that would otherwise be permitted by this Agreement and within the limitation of the exemptions provided by Rule 144 or Regulation S under the U.S. Securities Act or any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Shareholder, the Company will deliver to such Shareholder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.

(b)             Distributions In-Kind. If any Shareholder seeks to effectuate an in-kind distribution of all or part of its Registrable Securities to its direct or indirect equity holders, the Company shall cooperate with such Shareholder and use its commercially reasonable best efforts to facilitate such in-kind distribution in the manner reasonably requested.

(c)             Legend Removal. Within two Business Days after (i) the Company receives a request from a Shareholder (with email being sufficient) for the removal of restrictive legends in connection with any sale, assignment, transfer or other disposition of any Registrable Securities pursuant to Rule 144 under the U.S. Securities Act or pursuant to any other available exemption under the U.S. Securities Act such that the purchaser acquires freely tradable shares or (ii) the first date when any Registrable Securities are eligible for resale under Rule 144(b)(1) under the U.S. Securities Act without volume or manner-of-sale restrictions if at any time on or after the date hereof the applicable Shareholder certifies that it is not an affiliate of the Company (and has not been for the prior three months), the Company shall deliver to the transfer agent for such Registrable Securities (with copies to the Shareholders making such request) an appropriate instruction and an opinion of the Company’s counsel, if required by the transfer agent, in order to remove all restrictive legends from such Registrable Securities, provided that the Company has timely received from the applicable Shareholder customary representations and other documentation reasonably acceptable to the Company in connection therewith. The Company shall be responsible for all fees and expenses associated with such legend removal.

Section 3.4          Shareholder Obligations.

(a)             Each Shareholder, by such Shareholder’s acquisition of the Registrable Securities, agrees to cooperate with the Company as reasonably and timely requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Shareholder has not elected to include any of such Shareholder’s Registrable Securities in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete any registration pursuant to this Agreement with respect to Registrable Securities of a particular Shareholder that such Shareholder shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required and timely requested by the Company to effect and maintain the effectiveness of the registration of such Registrable Securities.

(b)             Each Shareholder agrees that, upon receipt of any notice pursuant to Section 3.2(f) or Section 3.2(g) from the Company, such Shareholder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities until (i) such Shareholder’s receipt of notice of the withdrawal of any such order pursuant to Section 3.2(g) or (ii) such Shareholder’s receipt of the copies of the supplemented or amended prospectus pursuant to Section 3.2(f) or receipt of notice from the Company in writing that no supplement or amendment is required.

(c)             Each Shareholder shall notify the Company in writing promptly upon becoming aware of (i) any material fact that existed on or prior to the date of a Registration Statement, within the meaning of the U.S. Securities Act, in respect of such Shareholder that was not stated in such Registration Statement, but which would have been required by the U.S. Securities Act to have been stated in such Registration Statement had the material fact been known on, or prior to, the date of filing of such Registration Statement or (ii) any change in a material fact disclosed in an effective Registration Statement, which change is required by the U.S. Securities Act to be disclosed by the Company in order for Registrable Securities to continue to be sold thereunder (excluding, for the avoidance of doubt, in the case of a Shelf Registration Statement, any decrease in the number of Common Shares beneficially owned by any Shareholder, or any increase in the number of Common Shares beneficially owned by any Shareholder if its ownership is not required to be reported pursuant to Section 13(d) of the U.S. Exchange Act).

Section 3.5          Registration Expenses.

(a)             The Company shall pay all expenses incident to the Company’s performance of or compliance with this Article III (all such expenses being herein called “Registration Expenses”), including all registration, qualification and filing fees, fees and expenses of compliance with securities or blue sky laws, fees of the Financial Industry Regulatory Authority, Inc. (or any successor thereto), printing expenses, messenger and delivery expenses, fees and disbursements of custodians, transfer agents and registrars and fees and expenses of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the Company, whether or not such registration has become effective or a sale is consummated, and including that the Company will pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing any securities to be registered on each securities exchange on which similar securities issued by the Company are then listed. Each person that sells securities hereunder shall bear and pay underwriters’ commissions and discounts, brokerage fees, underwriter marketing costs and transfer taxes applicable to the securities sold for such person’s account.

(b)             The Company will pay and reimburse the holders of Registrable Securities covered by such registration for the payment of, the reasonable fees and disbursements of one U.S. legal counsel and one Canadian legal counsel selected by the holders of a majority of the Registrable Securities included in the applicable Registration Statement (such counsel, “Designated Seller Counsel”), all such fees and expenses not to exceed US$50,000 in the aggregate.

Section 3.6          Indemnification; Contribution.

(a)             The Company agrees to indemnify and hold harmless each Shareholder and such Shareholder’s Covered Persons against any and all losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement or expenses (“Indemnified Damages”), to which any of them may become subject insofar as such Indemnified Damages arise out of, or are based upon (i) any untrue statement or alleged untrue statement of a material fact in the Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements made therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any prospectus, including any preliminary prospectus, free writing prospectus or final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto, and including all information incorporated by reference therein), or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (iii) any violation or alleged violation by the Company of the U.S. Securities Act, the U.S. Exchange Act, , any other law, including any state securities law, or any rule or regulation thereunder relating to the offer or sale of Registrable Securities pursuant to a Registration Statement or (iv) any breach of this Article III (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). The Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any Indemnified Damages. Notwithstanding anything to the contrary contained herein, the indemnification pursuant to this Section 3.6(a) shall not apply (x) to any Indemnified Damages sought by an Indemnified Person to the extent arising out of or based upon a Violation (i) which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto or (ii) that results from a Shareholder’s use of a defective prospectus during a Grace Period in respect of which the Company has suspended the use of such prospectus and (y) to amounts paid in settlement of any Indemnified Damages if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed.

(b)             In connection with any Registration Statement in which a Shareholder’s Registrable Securities are offered, such Shareholder agrees to severally and not jointly indemnify and hold harmless the Company and of its Covered Persons against any and all Indemnified Damages to which any of them may become subject insofar as such Indemnified Damages arise out of or are based upon any Violation, to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Shareholder expressly for use in connection with the preparation of such Registration Statement or any amendment thereof or supplement thereto, and such Shareholder will severally and not jointly reimburse any legal or other expenses reasonably incurred by an Indemnified Person in connection with investigating or defending any Indemnified Damages; provided, however, that the indemnity contained in this Section 3.6(b) and the agreement with respect to contribution contained in Section 3.6(f) shall not apply to amounts paid in settlement of any Indemnified Damages if such settlement is effected without the prior written consent of such Shareholder; provided, further, that a Shareholder shall be liable under this Section 3.6(b) for only that amount of all Indemnified Damages as does not exceed the net amount of proceeds to such Shareholder as a result of the sale of Registrable Securities pursuant to the Registration Statement giving rise to such indemnification obligation.

(c)             Promptly after receipt by any Person entitled to indemnification under this Section 3.6 (each, an “Indemnified Person”) of the written threat of or notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving Indemnified Damages, such Indemnified Person shall, if a claim in respect thereof is to be made against any Person providing indemnity under this Section 3.6 (each, an “Indemnifying Person”), promptly deliver to the Indemnifying Person a written notice of the written threat of or notice of the commencement of such action or proceeding. The failure to deliver written notice to the Indemnifying Person within a reasonable time of the commencement of any such action or proceeding shall not relieve such Indemnifying Person of any liability to the Indemnified Person under this Section 3.6, except to the extent that the Indemnifying Person is materially prejudiced in its ability to defend such action or proceeding as a result of such failure, and shall not relieve such Indemnifying Person of any liability other than pursuant to this this Section 3.6. In case any such action or proceeding is brought against any Indemnified Person and such Indemnified Person seeks or intends to seek indemnity from an Indemnifying Person, the Indemnifying Person shall have the right to participate in, and, to the extent the Indemnifying Person so desires, jointly with any other Indemnifying Person similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the Indemnifying Person and the Indemnified Person. In any such proceeding, any Indemnified Person may retain its own counsel, but the fees and expenses of that counsel will be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the retention of that counsel, (ii) the Indemnifying Person does not assume the defense of such proceeding in a timely manner or (iii) in the reasonable opinion of counsel retained by the Indemnified Person, the representation by such counsel for the Indemnified Person and the Indemnifying Person would be inappropriate due to actual or potential differing interests between such Indemnified Person and any other party represented by such counsel in such proceeding, in which case the Indemnifying Person shall pay reasonable fees for up to one separate legal counsel for all Indemnified Persons (in addition to local counsel, if required), and such legal counsel shall be selected by the Indemnified Persons. The Indemnified Person shall reasonably cooperate with the Indemnifying Person in connection with any negotiation or defense of any such action or proceeding or Indemnified Damages by the Indemnifying Person and shall furnish to the Indemnifying Person all information reasonably available to the Indemnified Person which relates to such action or proceeding or Indemnified Damages. The Indemnifying Person shall keep the Indemnified Person reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No Indemnifying Person shall, without the prior written consent of the Indemnified Person consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Person of a full release from all liability with respect to such Indemnified Damages or which includes any admission as to fault, culpability or failure to act on the part of such Indemnified Person.

(d)             The indemnification required by this Section 3.6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when reasonably detailed invoices are received by the Indemnifying Person.

(e)             The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Person against the Indemnifying Person or others and (ii) any liabilities the Indemnifying Person may be subject to pursuant to applicable law.

(f)              To the extent any indemnification by an Indemnifying Person is prohibited or limited by law, the Indemnifying Person agrees, in lieu of indemnifying such Indemnified Person, to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 3.6(a) or Section 3.6(b), as applicable, to the fullest extent permitted by law; provided, however, that (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the U.S. Securities Act) in connection with such sale shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation and (ii) contribution by any Shareholder shall be limited in amount to the net amount of proceeds received by such Shareholder from the sale of such Registrable Securities pursuant to such Registration Statement, less the amount of any damages that such Shareholder has otherwise been required to pay in connection with such sale (including any payments pursuant to this Section 3.6).

(g)             The indemnification and contribution provided for under this Agreement will be in addition to any other rights to indemnification or contribution that any Indemnified Person may have pursuant to law or contract (and the Company and its subsidiaries shall be considered the indemnitors of first resort in all such circumstances to which this Section 3.6 applies) and will remain in full force and effect regardless of any investigation made by or on behalf of any Indemnified Person and will survive the transfer of Registrable Securities and the termination or expiration of this Agreement.

Section 3.7          Other Registration Rights. The Company will not, without the consent of the Shareholders holding a majority of the Registrable Securities, hereafter enter into any agreement and has not entered into any agreement, in each case with respect to its securities, that is inconsistent or conflicts with or violates the registration rights granted to the Shareholders pursuant to this Agreement or that gives any other Person the right to participate in the registration of Registrable Securities pursuant to this Agreement.

Section 3.8          Foreign Private Issuer Status. As of the date hereof, the Company is a “foreign private issuer” as such term is defined in Rule 405 under the U.S. Securities Act and Rule 3b-4 under the U.S. Exchange Act.

ARTICLE IV MISCELLANEOUS PROVISIONS

Section 4.1          Notices. Any notice or other communication required to be given hereunder shall be in writing, and will be deemed given (a) if delivered by first-class registered or certified mail, three Business Days after so mailed, (b) if delivered by nationally recognized overnight carrier, one Business Day after so mailed, and (c) if delivered by electronic mail, when sent (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered to such recipient), and will be delivered and addressed as follows:

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 (which shall not constitute notice) 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

if to any of the Shareholders, as set forth on the applicable signature page hereto; or to such other address as the party to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

Section 4.2          Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, representations, warranties, contracts, correspondence, conversations, memoranda and understandings between or among the parties or any of their agents, representatives or affiliates relative to such subject matter, including any term sheets, emails or draft documents.

Section 4.3          Governing Law; Jurisdiction. This Agreement will in all respects be construed in accordance with and governed by the substantive laws of the State of New York, without reference to its choice of law rules. All actions or proceedings arising out of or relating to this Agreement will be heard and determined exclusively in any federal court of the United States of America sitting in the City of New York, Borough of Manhattan; provided that if such federal court does not have jurisdiction over such action or proceeding, such action or proceeding will be heard and determined exclusively in any state court sitting in the City of New York, Borough of Manhattan. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in City of New York, Borough of Manhattan, for the purpose of any action or proceeding arising out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action or proceeding is brought in an inconvenient forum, that the venue of the action or proceeding is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Section 4.4          Appointment of Agents for Service. The Company hereby irrevocably appoints C T Corporation System with offices at 28 Liberty Street New York, New York 10005 at its agent for service of process in any proceeding and agrees that service of process in any such proceeding may be made upon it at the office of such agent. The Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as the agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect throughout the continuation of any obligations under this Agreement.

Section 4.5          Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 4.6          Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in addition to any other remedy to which they are entitled at law or in equity.

Section 4.7          Counterparts. This Agreement may be executed, either manually or by way of a digital signature provided by DocuSign (or similar digital signature provider), by one or more of the parties hereto in any number of separate counterparts (including by facsimile or other electronic means, including telecopy, email or otherwise), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement (whether executed manually or by way of a digital signature) by facsimile or other transmission (e.g., “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart hereof.

Section 4.8          Severability. The invalidity or unenforceability of any provision hereof will in no way affect the validity or enforceability of any other provision or the validity and enforceability of this Agreement.

Section 4.9          Assignment; Binding Effect. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto without the prior written consent of the other parties, except that any Shareholder may, without the consent of the Company, assign its rights hereunder to any Person in connection with the transfer of any Registrable Securities to such Person so long as such Person agrees in writing to be bound by the terms of this Agreement and a copy of such agreement is provided to the Company after such transfer and assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as with respect to the Indemnified Persons, this Agreement is not intended to and does not confer upon any Person any rights or remedies under this Agreement other than the parties hereto.

Section 4.10       Waiver; Remedies. No delay on the part of the any party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any waiver of any right, power or privilege under this Agreement operate as a waiver of any other right, power or privilege under this Agreement, nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege under this Agreement. All waivers under this Agreement shall be in writing and signed by the party against whom such waiver is to enforced.

Section 4.11       Amendment. This Agreement may be modified or amended only by written agreement executed by the Company and Shareholders holding a majority of the Registrable Securities.

Section 4.12       Further Assurances. The parties hereto agree to reasonably cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as any other party may reasonably request in order to evidence or effectuate the provisions of this Agreement and to otherwise carry out the intent of the parties hereunder.

Section 4.13       Inconsistent Agreements. The Company shall not enter into any agreement with any other Person that conflicts with the provisions of this Agreement or which would obligate the Company to breach any provision of this Agreement.

Section 4.14       Independent Nature of Each Shareholder’s Obligations. The obligations of each Shareholder under this Agreement are several and not joint, and no Shareholder shall be responsible in any way for the performance of the obligations of any other Shareholder. Nothing contained herein, and no action taken by any Shareholder pursuant hereto, shall be deemed to constitute such Shareholder as a partnership, an association, a joint venture or any other kind of group or entity with any other Person, or create a presumption that the Shareholders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.

[Signature Page to Registration Rights Agreement]

Exhibit 99.5

ELECTRA BATTERY MATERIALS CORPORATION

as the Corporation

and

TSX TRUST COMPANY

as the Warrant Agent

WARRANT INDENTURE
Providing for the Issue of Warrants

Dated as of October 22, 2025

TABLE OF CONTENTS

Page No.

SCHEDULES

SCHEDULE “A”

FORM OF WARRANT

 WARRANT INDENTURE

THIS WARRANT INDENTURE is dated as of October 22, 2025.

BETWEEN:

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

- AND -

TSX TRUST COMPANY, a trust company existing under the laws of Canada (the “Warrant Agent”)

WHEREAS in connection with a “best efforts” private placement, and pursuant to the Agency Agreement (as defined herein) entered into in connection therewith, the Corporation proposes to issue 46,000,000 Units (as defined herein) a price of US$0.75 per Unit (the “Brokered Offering”);

AND WHEREAS in connection with the Equity Exchange (as defined herein), and pursuant to the exchange agreements entered into with the Noteholders (as defined herein), the Corporation proposes to issue 55,041,712 Units at a deemed issue price of US$0.75 per Unit, provided that, to the extent that the Equity Exchange and the Debt Exchange (as defined below) would result in any Noteholder, individually or together with any person or company acting jointly or in concert (as such terms are defined in the Securities Act (Ontario)) with such Noteholder, beneficially owning Common Shares (as defined herein) in excess of 9.90% of the issued and outstanding Common Shares, such Noteholder shall receive one or more Pre-Funded Warrants (as defined herein) in lieu of the excess amount of Common Shares underlying the Units which would otherwise have been issuable;

AND WHEREAS each Unit comprises one (1) Common Share and one Warrant (as defined herein);

AND WHEREAS pursuant to the Brokered Offering and the Equity Exchange, the Corporation proposes to issue an aggregate of 101,041,712 Warrants pursuant to this Indenture;

AND WHEREAS pursuant to this Indenture, each Warrant shall, subject to adjustment, entitle the holder thereof to acquire one (1) Common Share (each, a “Warrant Share”) upon payment of the Exercise Price (as defined below) prior to the Expiry Time (as defined below) upon the terms and conditions herein set forth;

AND WHEREAS the Corporation is duly authorized to create and issue the Warrants to be issued as herein provided;

AND WHEREAS all acts and deeds necessary have been done and performed to make the Warrants, when Authenticated (as defined herein) by the Warrant Agent, and created and issued as provided in this Indenture, legal, valid and binding upon the Corporation with the benefits and subject to the terms of this Indenture; NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Corporation hereby appoints the Warrant Agent as warrant agent to hold the rights, interests and benefits contained herein for and on behalf of those persons who from time to time become the holders of Warrants issued pursuant to this Indenture and the parties hereto agree as follows:

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Corporation and not by the Warrant Agent;

ARTICLE 1 INTERPRETATION

Section 1.1                Definitions.

In this Indenture, including the recitals and schedules hereto, and in all indentures supplemental hereto:

“Adjustment Period” means the period from the Effective Date up to and including the Expiry Time;

“Agency Agreement” means the agency agreement dated as of the date hereof in connection with the Brokered Offering between the Corporation and the agents thereto;

“Applicable Legislation” means any statute of Canada or the United States, or a province or a state thereof, and the regulations under any such named or other statute, relating to warrant indentures or to the rights, duties and obligations of warrant agents under warrant indentures, to the extent that such provisions are at the time in force and applicable to this Indenture;

“Auditors” means MNP LLP, Chartered Professional Accountants or such other firm of chartered professional accountants duly appointed as auditors of the Corporation, from time to time;

“Authenticated” means (a) with respect to the issuance of a Warrant Certificate, one which has been duly signed by the Corporation or on which the signatures of the Corporation have been printed, lithographed or otherwise electronically or mechanically reproduced and countersigned by signature of an authorized officer of the Warrant Agent, and (b) with respect to the issuance of an Uncertificated Warrant, one in respect of which the Warrant Agent has completed all Internal Procedures such that the particulars of such Uncertificated Warrant as required by Section 2.7 are entered in the register of holders of Warrants, and “Authenticate”, “Authenticating” and “Authentication” have the appropriate correlative meanings;

“Book Entry Participants” means institutions that participate directly or indirectly in the Depository’s book entry registration system for the Warrants;

“Book Entry Warrants” means Warrants that are to be held only by or on behalf of the Depository;

“Brokered Offering” has the meaning set forth in the preambles hereto; “Business Day” means any day other than Saturday, Sunday or a statutory or civic holiday, or any other day on which banks are not open for business in the City of Toronto, Ontario;

“CDS Global Warrants” means Warrants representing all or a portion of the aggregate number of Warrants issued in the name of the Depository and represented by an Uncertificated Warrant, or if requested by the Depository or the Corporation, by a Warrant Certificate;

“CDSX” means the settlement and clearing system of CDS Clearing and Depository Services Inc. for equity and debt securities in Canada;

“Common Share Reorganization” has the meaning set forth in Section 4.1;

“Common Shares” means, subject to Article 4, fully paid and non-assessable common shares in the capital of the Corporation as presently constituted;

“Corporation” means Electra Battery Materials Corporation, a corporation existing under the laws of Canada, and its lawful successors from time to time;

“Counsel” means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation, which may or may not be counsel for the Corporation;

“Current Market Price” of the Common Shares at any date means the weighted average of the trading price per Common Share for such Common Shares for each day there was a closing price for the twenty (20) consecutive Trading Days ending five (5) days prior to such date on the TSX-V or if on such date the Common Shares are not listed on the TSX-V, on such stock exchange upon which such Common Shares are listed and as selected by the directors of the Corporation , or, if such Common Shares are not listed on any stock exchange then on such over-the-counter market as may be selected for such purpose by the directors of the Corporation;

“Debt Exchange” means the exchange of 40% of the aggregate principal amount of the Notes beneficially owned or held by the Noteholders, plus the aggregate amount of all accrued and unpaid interest (including any deferred interest amounts) to but excluding October 9, 2025, for a combination of new term loans and Common Shares at a deemed price of US$0.90 per Common Share, pursuant to the terms of exchange agreements between each of the Noteholders and the Corporation, subject to delivery of Pre-Funded Warrants in lieu of delivery of such Common Shares pursuant to the terms of such exchange agreements;

“Depository” means CDS Clearing and Depository Services Inc. or such other person as is designated in writing by the Corporation to act as depository in respect of the Warrants;

“Dividends” means any dividends paid by the Corporation;

“Effective Date” means the date of this Indenture;

“Equity Exchange” means the exchange of 60% of the aggregate principal amount of the Notes beneficially owned or held by the Noteholders, plus the aggregate amount of all accrued and unpaid interest (including any deferred interest amounts) to but excluding October 9, 2025, for an aggregate of 55,041,712 Units at a price of $0.75 per Unit, pursuant to the terms of exchange agreements between each of the Noteholders and the Corporation, subject to delivery of Pre-Funded Warrants in lieu of delivery of Common Shares comprising part of such Units pursuant to the terms of such exchange agreements; “Exchange Rate” means the number of Warrant Shares subject to the right of purchase under each Warrant;

“Exercise Date” means, in relation to a Warrant, the Business Day on which such Warrant is validly exercised or deemed to be validly exercised in accordance with Article 3 hereof;

“Exercise Notice” has the meaning set forth in Section 3.2(1);

“Exercise Price” at any time means the price at which a whole Warrant Share may be purchased by the exercise of a whole Warrant, which is initially US$1.25 per Warrant Share, payable in immediately available United States funds, subject to adjustment in accordance with the provisions of Section 4.1;

“Expiry Date” means October 22, 2028;

“Expiry Time” means 4:30 p.m. (Toronto time) on the Expiry Date;

“Extraordinary Resolution” has the meaning set forth in Section 7.11(1);

“Fundamental Transaction” has the meaning set forth in Section 4.1(d);

“Internal Procedures” means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register at any time (including without limitation, original issuance or registration of transfer of ownership) the minimum number of the Warrant Agent’s internal procedures customary at such time for the entry, change or deletion made to be complete under the operating procedures followed at the time by the Warrant Agent;

“Issue Date” means the date of issuance of the Warrants by the Corporation;

“Nasdaq” means the Nasdaq Stock Market LLC;

“NI 45-106” means National Instrument 45-106 – Prospectus Exemptions;

“Noteholders” means the holders of the Notes;

“Notes” the Corporation’s 8.99% senior secured convertible notes due February 13, 2028 and 12.0% senior secured convertible notes due November 12, 2027;

“person” means an individual, body corporate, partnership, trust, warrant agent, executor, administrator, legal representative or any unincorporated organization;

“Pre-Funded Warrants” means the pre-funded warrants to be issued pursuant to the Equity Exchange, each exercisable by the holder thereof to acquire one (1) Common Share at an exercise price of US$0.000001 per Common Share, subject to adjustment in accordance with the terms thereof, for an indefinite period without expiry; “register” means the one set of records and accounts maintained by the Warrant Agent pursuant to Section 2.9:

“Registered Warrantholders” means the persons who are registered owners of Warrants as such names appear on the register, and for greater certainty, shall include the Depository as well as the holders of Uncertificated Warrants appearing on the register of the Warrant Agent;

“Regulation D” means Regulation D as promulgated by the United States Securities and Exchange Commission under the U.S. Securities Act;

“Regulation S” means Regulation S as promulgated by the United States Securities and Exchange Commission under the U.S. Securities Act;

“Rights Offering” has the meaning set forth in Section 4.1(b);

“SEC” means the United States Securities and Exchange Commission;

“Shareholders” means holders of Common Shares;

“Tax Act” means the Income Tax Act (Canada) and the regulations thereunder;

“this Warrant Indenture”, “this Indenture”, “this Agreement”, “hereto” “herein”, “hereby”, “hereof” and similar expressions mean and refer to this Indenture and any indenture, deed or instrument supplemental hereto; and the expressions “Article”, “Section”, “subsection” and “paragraph” followed by a number, letter or both mean and refer to the specified article, section, subsection or paragraph of this Indenture;

“Trading Day” means a day on which any of the TSX-V or the Nasdaq is open for trading or, if the Common Shares are not then listed on the TSX-V or the Nasdaq, a day on which such other exchange or an over-the-counter market on which the Common Shares are listed is open for trading;

“TSX-V” means the TSX Venture Exchange Inc.;

“Uncertificated Warrant” means any Warrant which is not evidenced by a Warrant Certificate;

“United States” or “U.S.” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

“Units” means the units of the Corporation, with each Unit comprised of one Common Share and one Warrant;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

“U.S. Person” has the meaning set forth in Rule 902(k) of Regulation S;

“U.S. Purchaser Letter” means the U.S. Purchaser letter in substantially the form attached hereto as Schedule “D”; “U.S.

Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

“U.S. Warrantholder” means any Warrantholder that is (i) a U.S. Person, (ii) a person in the United States, (iii) a person who acquired Warrants in the United States or for the account or benefit of any U.S. Person or person in the United States, or (iv) a person who requested delivery of Warrants in the United States;

“Warrant Agency” means the principal office of the Warrant Agent in the City of Toronto, Ontario or such other place as may be designated in accordance with Section 3.5;

“Warrant Agent” means TSX Trust Company, in its capacity as warrant agent of the Warrants, or its successors from time to time;

“Warrant Certificate” means a certificate, substantially in the form set forth in Schedule “A” hereto, to evidence those Warrants that will be evidenced by a certificate;

“Warrant Shares” has the meaning, subject to Article 4, set forth in the preambles hereto;

“Warrantholders”, or “holders” without reference to Warrants, means the warrantholders as and in respect of Warrants registered in the name of the Depository and includes owners of Warrants who beneficially hold securities entitlements in respect of the Warrants through a Book Entry Participant or means, at a particular time, the persons entered in the register hereinafter mentioned as holders of Warrants outstanding at such time;

“Warrantholders’ Request” means an instrument signed in one or more counterparts by Registered Warrantholders entitled to acquire in the aggregate not less than 50% of the aggregate number of Warrant Shares which could be acquired pursuant to all Warrants then unexercised and outstanding, requesting the Warrant Agent to take some action or proceeding specified therein;

“Warrants” means the Common Share purchase warrants created by and authorized by and issuable under this Indenture, to be issued and Authenticated hereunder as a Warrant Certificate and /or Uncertificated Warrant held through the book entry registration system on a no certificate issued basis, entitling the holder or holders thereof to purchase one Warrant Share (subject to adjustment as herein provided) for each Warrant at the Exercise Price prior to the Expiry Time and, where the context so requires, also means the warrants issued and Authenticated hereunder, whether by way of Warrant Certificate or Uncertificated Warrant; and

“written order of the Corporation”, “written request of the Corporation”, “written consent of the “Corporation” and “certificate of the Corporation” mean, respectively, a written order, request, consent and certificate signed in the name of the Corporation by any two duly authorized signatories of the Corporation and may consist of one or more instruments so executed.

Section 1.2                Gender and Number.

Words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa.

Section 1.3                Headings, Etc.

The division of this Indenture into Articles and Sections, the provision of a Table of Contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture or of the Warrants.

Section 1.4                Day not a Business Day.

If any day on or before which any action or notice is required to be taken or given hereunder is not a Business Day, then such action or notice shall be required to be taken or given on or before the requisite time on the next succeeding day that is a Business Day.

Section 1.5                Time of the Essence.

Time shall be of the essence in this Indenture and each Warrant.

Section 1.6                Monetary References.

Whenever any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of the United States of America unless otherwise expressed.

Section 1.7                Applicable Law.

This Indenture, the Warrants and the Warrant Certificates (including all documents relating thereto, which by common accord have been and will be drafted in English) shall be 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 Ontario contracts. Each of the parties hereto, which shall include the Warrantholders, irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario with respect to all matters arising out of this Indenture and the transactions contemplated herein.

Section 1.8                Conflict.

In the event of a conflict or inconsistency between a provision in the body of this Indenture and in any Warrant Certificate issued hereunder, the provision in the body of this Indenture shall prevail to the extent of the inconsistency.

ARTICLE 2 ISSUE OF WARRANTS

Section 2.1                Creation and Issue of Warrants.

Subject to adjustment in accordance with the provisions of this Indenture, 101,041,712 Warrants are hereby created and authorized to be issued on the Issue Date in accordance with the terms and conditions hereof. By written order of the Corporation, the Warrant Agent shall Authenticate and shall deliver Warrants in certificated or uncertificated form pursuant to Section 2.5 hereof to Registered Warrantholders and record the names of the Registered Warrantholders on the Warrant register. Registration of interests in Warrants held by the Depository may be evidenced by a position appearing on the register for Warrants of the Warrant Agent for an amount representing the aggregate number of such Warrants outstanding from time to time.

Section 2.2                Terms of Warrants.

Section 2.3                Warrantholder not a Shareholder.

Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends or other distributions or allocations on the Common Shares.

Section 2.4                Warrants to Rank Pari Passu.

All Warrants shall rank equally and without preference over each other, whatever may be the actual date of issue thereof.

Section 2.5                Form of Warrants, Warrant Certificates.

Section 2.6                Book Entry Warrants.

following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the holder. The Corporation shall provide a certificate executed by an officer of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(2).

Section 2.7                Warrant Certificate.

Section 2.8                Legends.

“THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED ONLY: (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AND PROVIDED THAT, IN THE CASE OF (C) AND (D) ABOVE, ONLY AFTER THE SELLER FURNISHES TO THE ISSUER AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

“THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES, BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON IN THE UNITED STATES OR A U.S. PERSON UNLESS THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.”;

provided that, (a) if any such Warrants are being sold outside the United States in accordance with Rule 904 of Regulation S, if available, in circumstances in which Rule 905 of Regulation S does not apply, and in compliance with applicable local securities laws and regulations, the legends set forth above may be removed by the transferor by providing a declaration to the Corporation and the Warrant Agent in the form set forth in Schedule “C” attached hereto or as the Warrant Agent or the Corporation may prescribe from time to time, and if required by the Corporation or the Warrant Agent, an opinion of counsel, of recognised standing reasonably satisfactory to the Corporation and the Warrant Agent, that the proposed transfer may be effected without registration under the U.S. Securities Act; (b) if the Warrants are being sold pursuant to Rule 144 under the U.S. Securities Act, the legend may be removed by delivery to the Corporation and the Warrant Agent of customary Rule 144 certifications, together with an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws, and (c) if Warrants are being sold pursuant to an effective registration statement under the U.S. Securities Act, the legend may be may be removed by delivery to the Corporation and the Warrant Agent of a customary certification to such effect.

The Warrant Agent shall be entitled to request any other documents that it may require in accordance with its internal policies for the removal of the legend set forth above.

“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO ELECTRA BATTERY MATERIALS CORPORATION (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE FEBRUARY 23, 2026.”

“WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL FEBRUARY 23, 2026.”

Section 2.9                Register of Warrants

The register shall be available for inspection by the Corporation and or any Warrantholder during the Warrant Agent’s regular business hours on a Business Day and upon payment to the Warrant Agent of its reasonable fees. Any Warrantholder exercising such right of inspection shall first provide an affidavit in form satisfactory to the Corporation and the Warrant Agent stating the name and address of the Warrantholder and agreeing not to use the information therein except in connection with an effort to call a meeting of Warrantholders or to influence the voting of Warrantholders at any meeting of Warrantholders.

Section 2.10             Issue in Substitution for Warrant Certificates Lost, etc.

Section 2.11             Exchange of Warrant Certificates.

Section 2.12             Transfer and Ownership of Warrants.

and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.

Section 2.13             Cancellation of Surrendered Warrants.

All Warrant Certificates surrendered pursuant to Section 2.10, Section 2.11, Section 2.12 or Section 3.2 shall be cancelled by the Warrant Agent and upon such circumstances all such Warrants shall be deemed cancelled and so noted on the register by the Warrant Agent. Upon request by the Corporation, the Warrant Agent shall furnish to the Corporation a cancellation certificate identifying the Warrant Certificates so cancelled, the number of Warrants evidenced thereby, the number of Warrant Shares, if any, issued pursuant to such Warrants, as applicable, and the details of any Warrant Certificates issued in substitution or exchange for such Warrant Certificates cancelled.

ARTICLE 3 EXERCISE OF WARRANTS

Section 3.1                Right of Exercise.

Subject to the provisions hereof, each Registered Warrantholder may exercise the right conferred on such holder to subscribe for and purchase one (1) Warrant Share for each Warrant after the date that is 60 days after the Issue Date and prior to the Expiry Time and in accordance with the conditions herein.

Section 3.2                Warrant Exercise.

Section 3.3                U.S. Restrictions on Exercise; Legended Certificates

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED ONLY: (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AND PROVIDED THAT, IN THE CASE OF (C) AND (D) ABOVE, ONLY AFTER THE SELLER FURNISHES TO THE ISSUER AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

Notwithstanding the foregoing, upon any exercise of the Warrants, the Warrant Shares issuable upon such exercise need not bear the foregoing legend if (i) in circumstances in which Rule 905 of Regulation S under the U.S. Securities Act does not apply the Warrantholder is the original purchaser of the Warrants, delivered the Qualified Institutional Buyer Letter attached to the subscription agreement of the Corporation in connection with its purchase of Units pursuant to the private placement under which the Warrants were issued and certifies pursuant to the Exercise Form that the representations and warranties and covenants made by the Warrantholder in the Qualified Institutional Buyer Letter remain true and correct (ii) a registration statement covering the resale of such Warrant Shares under the U.S. Securities Act is effective and available for such resale, or (iii) such Warrant Shares have been or are being sold pursuant to Rule 144 under the U.S. Securities Act, provided that the Warrantholder delivers customary certifications to the Corporation and the Warrant Agent to such effect.

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE FEBRUARY 23, 2026.”

“WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL FEBRUARY 23, 2026.”

Section 3.4                Transfer Fees and Taxes.

If any of the Warrant Shares subscribed for are to be issued to a person or persons other than the Registered Warrantholder, the Registered Warrantholder shall execute the form of transfer and will comply with such reasonable requirements as the Warrant Agent may stipulate and will pay to the Corporation or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and the Corporation will not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Corporation or the Warrant Agent on behalf of the Corporation, the amount of such tax or shall have established to the satisfaction of the Corporation and the Warrant Agent that such tax has been paid or that no tax is due.

Section 3.5                Warrant Agency.

To facilitate the exchange, transfer or exercise of Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation has appointed the Warrant Agent at the Warrant Agency, as the agency at which Warrants may be surrendered for exchange or transfer or at which Warrants may be exercised and the Warrant Agent has accepted such appointment. The Corporation may from time to time designate alternate or additional places as the Warrant Agency (subject to the Warrant Agent’s prior approval) and will give notice to the Warrant Agent of any proposed change of the Warrant Agency. Branch registers shall also be kept at such other place or places, if any, as the Corporation, with the approval of the Warrant Agent, may designate. The Warrant Agent will from time to time when requested to do so by the Corporation or any Registered Warrantholder, upon payment of the Warrant Agent’s reasonable charges, furnish a list of the names and addresses of Registered Warrantholders showing the number of Warrants held by each such Registered Warrantholder.

Section 3.6                Effect of Exercise of Warrants.

Section 3.7                Partial Exercise of Warrants; Fractions.

Section 3.8                Expiration of Warrants.

Immediately after the Expiry Time, all rights under any Warrant in respect of which the right of acquisition provided for herein shall not have been exercised shall cease and terminate and each Warrant shall be void and of no further force or effect.

Section 3.9                Accounting and Recording.

Section 3.10             Securities Restrictions.

Notwithstanding anything herein contained, Warrant Shares will be issued upon exercise of a Warrant only in compliance with the securities laws of any applicable jurisdiction.

ARTICLE 4 ADJUSTMENT OF NUMBER OF WARRANT SHARES AND EXERCISE PRICE

The subscription rights in effect under the Warrants for Warrant Shares issuable upon the exercise of the Warrants shall be subject to adjustment from time to time as follows:

(any of such events in Section 4.1(a), (i), (ii) or (iii) being called a “Common Share Reorganization”) then the Exercise Price shall be adjusted on the effective date or record date, as the case may be, of such Common Share Reorganization and shall in the case of the events referred to in (i) or (iii) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, re-division, change or distribution, or shall, in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation, by multiplying the Exercise Price in effect immediately prior to such effective date or record date, as the case may be, by a fraction of which: (A) the numerator shall be the number of Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization; (B) and the denominator shall be the number of Common Shares outstanding as of the effective date or record date after giving effect to such Common Share Reorganization (such denominator to include, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date or effective date). Such adjustment shall be made successively whenever any event referred to in this Section 4.1(a) shall occur. Upon any adjustment of the Exercise Price pursuant to Section 4.1(a), the Exchange Rate shall be contemporaneously adjusted by multiplying the number of Common Shares theretofore obtainable on the exercise thereof by a fraction of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment;

Section 4.2                Entitlement to Warrant Shares on Exercise of Warrant.

All Common Shares or shares of any class or other securities, which a Registered Warrantholder is at the time in question entitled to receive on the exercise of its Warrant, whether or not as a result of adjustments made pursuant to this Article 4, shall, for the purposes of the interpretation of this Indenture, be deemed to be Warrant Shares which such Registered Warrantholder is entitled to acquire pursuant to such Warrant.

Section 4.3                No Adjustment for Certain Transactions.

Notwithstanding anything in this Article 4, no adjustment shall be made in the acquisition rights attached to the Warrants if the issue of Common Shares is being made pursuant to this Indenture or in connection with (a) any share incentive plan or restricted share plan or share purchase plan in force from time to time for directors, officers, employees, consultants or other service providers of the Corporation, as approved by the board of directors of the Corporation; or (b) the satisfaction of existing instruments issued at the date hereof.

Section 4.4                Determination by Independent Firm.

In the event of any question arising with respect to the adjustments provided for in this Article 4 such question shall be conclusively determined by an independent firm of chartered professional accountants other than the Auditors selected by the board of directors of the Corporation, who shall have access to all necessary records of the Corporation, and such determination shall be binding upon the Corporation, the Warrant Agent, all holders and all other persons interested therein. Notwithstanding the foregoing, such determination shall be subject to the receipt of any required approval of the TSX-V, as applicable.

Section 4.5                Proceedings Prior to any Action Requiring Adjustment.

As a condition precedent to the taking of any action which would require an adjustment in any of the acquisition rights pursuant to any of the Warrants, including the number of Warrant Shares which are to be received upon the exercise thereof, the Corporation shall take any action which may, in the opinion of Counsel, be necessary in order that the Corporation has unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the Warrant Shares which the holders of such Warrants are entitled to receive on the full exercise thereof in accordance with the provisions hereof.

Section 4.6                Certificate of Adjustment.

The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.1, deliver a certificate of the Corporation to the Warrant Agent specifying the nature of the event requiring the same and the amount of the adjustment or readjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate may be supported by a certificate of the Corporation’s Auditors verifying such calculation if requested by the Warrant Agent at their discretion. The Warrant Agent shall act and rely, and shall be protected in so doing, upon the certificate of the Corporation or of the Corporation’s Auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes.

Section 4.7                Notice of Special Matters.

The Corporation covenants with the Warrant Agent that, so long as any Warrant remains outstanding, it will give notice to the Warrant Agent and to the Registered Warrantholders of its intention to fix a record date that is prior to the Expiry Date for any matter for which an adjustment may be required pursuant to Section 4.1 Such notice shall specify the particulars of such event and the record date for such event, provided that the Corporation shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which the notice is given. The notice shall be given in each case not less than 14 days prior to such applicable record date. If notice has been given and the adjustment is not then determinable, the Corporation shall promptly, after the adjustment is determinable, file with the Warrant Agent a computation of the adjustment and give notice to the Registered Warrantholders of such adjustment computation.

Section 4.8                No Action after Notice.

The Corporation covenants with the Warrant Agent that it will not close its transfer books or take any other corporate action which might deprive the Registered Warrantholder of the opportunity to exercise its right of acquisition pursuant thereto during the period of 14 days after the giving of the certificate or notices set forth in Section 4.6 and Section 4.7.

Section 4.9                Other Action.

If the Corporation, after the date hereof, shall take any action affecting the Common Shares other than action described in Section 4.1, which in the reasonable opinion of the directors of the Corporation would materially affect the rights of Registered Warrantholders, the Exercise Price and/or Exchange Rate, the number of Warrant Shares which may be acquired upon exercise of the Warrants shall be adjusted in such manner and at such time, by action of the directors of the Corporation, acting reasonably and in good faith, in their sole discretion as they may determine to be equitable to the Registered Warrantholders in the circumstances, provided that no such adjustment will be made unless any requisite prior approval of the TSX-V has been obtained.

Section 4.10             Protection of Warrant Agent.

The Warrant Agent:

Section 4.11             Participation by Warrantholder.

No adjustments shall be made pursuant to this Article 4 if the Registered Warrantholders are entitled to participate in any event described in this Article 4 on the same terms, mutatis mutandis, as if the Registered Warrantholders had exercised their Warrants prior to, or on the effective date or record date of, such event and any such participation will be subject to any requisite prior approval of the TSX-V.

ARTICLE 5 RIGHTS OF THE CORPORATION AND COVENANTS

Section 5.1                Optional Purchases by the Corporation.

Subject to compliance with applicable securities legislation and approval of applicable regulatory authorities, if any, the Corporation may from time to time purchase by private contract or otherwise any of the Warrants. Any such purchase shall be made at the lowest price or prices at which, in the opinion of the directors of the Corporation, such Warrants are then obtainable, plus reasonable costs of purchase, and may be made in such manner, from such persons and on such other terms as the Corporation, in its sole discretion, may determine. In the case of Warrant Certificates, Warrant Certificates representing the Warrants purchased pursuant to this Section 5.1 shall forthwith be delivered to and cancelled by the Warrant Agent and reflected accordingly on the register of Warrants. In the case of Uncertificated Warrants, the Warrants purchased pursuant to this Section 5.1 shall be reflected accordingly on the register of Warrants and in accordance with procedures prescribed by the Depository under the book entry registration system. No Warrants shall be issued in replacement thereof.

Section 5.2                General Covenants.

The Corporation covenants with the Warrant Agent that so long as any Warrants remain outstanding, unless otherwise inconsistent with the fiduciary duties of the board of directors of the Corporation:

Section 5.3                Warrant Agent’s Remuneration and Expenses.

The Corporation covenants that it will pay to the Warrant Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Warrant Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Warrant Agent in the administration or execution of its duties hereby created (including the reasonable compensation and the disbursements of its Counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Warrant Agent hereunder shall be finally and fully performed. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Warrant Agent against unpaid invoices and shall be payable upon demand. This Section shall survive the resignation or removal of the Warrant Agent and/or the termination of this Indenture.

Section 5.4                Performance of Covenants by Warrant Agent.

If the Corporation shall fail to perform any of its covenants contained in this Indenture, then the Corporation will notify the Warrant Agent in writing of such failure and upon receipt by the Warrant Agent of such notice, the Warrant Agent may notify the Registered Warrantholders of such failure on the part of the Corporation and may itself perform any of the covenants capable of being performed by it but, subject to Section 9.2, shall be under no obligation to perform said covenants or to notify the Registered Warrantholders of such performance by it. All sums expended or advanced by the Warrant Agent in so doing shall be repayable as provided in Section 5.3. No such performance, expenditure or advance by the Warrant Agent shall relieve the Corporation of any default hereunder or of its continuing obligations under the covenants herein contained.

Section 5.5                Enforceability of Warrants.

The Corporation covenants and agrees that it is duly authorized to create and issue the Warrants to be issued hereunder and that the Warrants, when issued and Authenticated as herein provided, will be valid and enforceable against the Corporation in accordance with the provisions hereof and the terms hereof and that, subject to the provisions of this Indenture, the Corporation will cause the Warrant Shares from time to time acquired upon exercise of Warrants issued under this Indenture to be duly issued and delivered in accordance with the terms of this Indenture.

ARTICLE 6 ENFORCEMENT

Section 6.1                Suits by Registered Warrantholders.

All or any of the rights conferred upon any Registered Warrantholder by any of the terms of the Warrants or this Indenture, or both, may be enforced by the Registered Warrantholder by appropriate proceedings but without prejudice to the right which is hereby conferred upon the Warrant Agent to proceed in its own name to enforce each and all of the provisions herein contained for the benefit of the Registered Warrantholders.

Section 6.2                Suits by the Corporation.

The Corporation shall have the right to enforce full payment of the Exercise Price of all Warrant Shares issued by the Warrant Agent to a Registered Warrantholder hereunder and shall be entitled to demand such payment from the Registered Warrantholder or alternatively to instruct the Warrant Agent to cancel or cause to be cancelled the share certificates representing such Warrant Shares and amend the securities register of the Corporation accordingly.

Section 6.3                Immunity of Shareholders, etc.

The Warrant Agent and the Warrantholders hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any incorporator or any past, present or future shareholder, trustee, employee or agent of the Corporation or any successor entity on any covenant, agreement, representation or warranty by the Corporation herein.

Section 6.4                Waiver of Default.

Upon the happening of any default hereunder:

provided that no delay or omission of the Warrant Agent or of the Registered Warrantholders to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein and provided further that no act or omission either of the Warrant Agent or of the Registered Warrantholders in the premises shall extend to or be taken in any manner whatsoever to affect any subsequent default hereunder of the rights resulting therefrom.

ARTICLE 7 MEETINGS OF REGISTERED WARRANTHOLDERS

Section 7.1                Right to Convene Meetings.

The Warrant Agent may at any time and from time to time, and shall on receipt of a written request of the Corporation or of a Warrantholders’ Request and upon being indemnified and funded to its reasonable satisfaction by the Corporation or by the Registered Warrantholders signing such Warrantholders’ Request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Registered Warrantholders. If the Warrant Agent fails to so call a meeting within seven days after receipt of such written request of the Corporation or within 30 days after receipt of such Warrantholders’ Request and the indemnity and funding given as aforesaid, the Corporation or such Registered Warrantholders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Toronto, Ontario or at such other place as may be approved or determined by the Warrant Agent and the Corporation. Any meeting held pursuant to this Section 7.1 may be done through a virtual or electronic meeting platform, subject to the Warrant Agent's capabilities at the time.

Section 7.2                Notice.

At least 21 days’ prior written notice of any meeting of Registered Warrantholders shall be given to the Registered Warrantholders in the manner provided for in Section 10.2 and a copy of such notice shall be sent by mail to the Warrant Agent (unless the meeting has been called by the Warrant Agent) and to the Corporation (unless the meeting has been called by the Corporation). Such notice shall state the time when and the place where the meeting is to be held, shall state briefly the general nature of the business to be transacted thereat and shall contain such information as is reasonably necessary to enable the Registered Warrantholders to make a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Section 7.2.

Section 7.3                Chair.

An individual (who need not be a Registered Warrantholder) designated in writing by the Warrant Agent shall be chair of the meeting and if no individual is so designated, or if the individual so designated is not present within fifteen minutes from the time fixed for the holding of the meeting, the Registered Warrantholders present in person or by proxy shall choose an individual present to be chair.

Section 7.4                Quorum.

Subject to the provisions of Section 7.11, at any meeting of the Registered Warrantholders a quorum shall consist of Registered Warrantholder(s) present in person or by proxy and entitled to purchase at least 20% of the aggregate number of Warrant Shares which may be acquired pursuant to all the then outstanding Warrants. If a quorum of the Registered Warrantholders shall not be present within thirty minutes from the time fixed for holding any meeting, the meeting, if summoned by Registered Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless a quorum is present at the commencement of business. At the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened, notwithstanding that they may not be entitled to acquire at least 20% of the aggregate number of Warrant Shares which may be acquired pursuant to all then outstanding Warrants.

Section 7.5                Power to Adjourn.

The chair of any meeting at which a quorum of the Registered Warrantholders is present may, with the consent of the meeting, adjourn any such meeting, and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

Section 7.6                Show of Hands.

Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on an Extraordinary Resolution shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chair that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

Section 7.7                Poll and Voting.

Section 7.8                Regulations.

Section 7.9                Corporation and Warrant Agent May be Represented.

The Corporation and the Warrant Agent, by their respective directors, officers, agents, and employees and the Counsel for the Corporation and for the Warrant Agent may attend any meeting of the Registered Warrantholders.

Section 7.10             Powers Exercisable by Extraordinary Resolution.

In addition to all other powers conferred upon them by any other provisions of this Indenture or by law, the Registered Warrantholders at a meeting shall, subject to the provisions of Section 7.11 and any requisite approval of the TSX-V, have the power exercisable from time to time by Extraordinary Resolution:

Section 7.11             Meaning of Extraordinary Resolution.

Section 7.12             Powers Cumulative.

Any one or more of the powers or any combination of the powers in this Indenture stated to be exercisable by the Registered Warrantholders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Registered Warrantholders to exercise such power or powers or combination of powers then or thereafter from time to time.

Section 7.13             Minutes.

Minutes of all resolutions and proceedings at every meeting of Registered Warrantholders shall be made and duly recorded in the books of the Corporation and such minutes as aforesaid, if signed by the chair or the secretary of the meeting at which such resolutions were passed or proceedings had shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken.

Section 7.14             Instruments in Writing.

All actions which may be taken and all powers that may be exercised by the Registered Warrantholders at a meeting held as provided in this Article 7 may also be taken and exercised by Registered Warrantholders holding at least 66 2/3% of the aggregate number of the then outstanding Warrants by an instrument in writing signed in one or more counterparts by such Registered Warrantholders in person or by attorney duly appointed in writing, and the expression “Extraordinary Resolution” when used in this Indenture shall include an instrument so signed.

Section 7.15             Binding Effect of Resolutions.

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 7 at a meeting of Registered Warrantholders shall be binding upon all the Warrantholders, whether present at or absent from such meeting, and every instrument in writing signed by Registered Warrantholders in accordance with Section 7.14 shall be binding upon all the Warrantholders, whether signatories thereto or not, and each and every Warrantholder and the Warrant Agent (subject to the provisions for indemnity herein contained) shall be bound to give effect accordingly to every such resolution and instrument in writing.

Section 7.16             Holdings by Corporation Disregarded.

In determining whether Registered Warrantholders holding Warrants evidencing the entitlement to acquire the required number of Warrant Shares are present at a meeting of Registered Warrantholders for the purpose of determining a quorum or have concurred in any consent, waiver, Extraordinary Resolution, Warrantholders’ Request or other action under this Indenture, Warrants owned legally or beneficially by the Corporation shall be disregarded in accordance with the provisions of Section 10.7.

ARTICLE 8 SUPPLEMENTAL INDENTURES

Section 8.1                Provision for Supplemental Indentures for Certain Purposes.

From time to time, the Corporation (when authorized by action of the directors of the Corporation) and the Warrant Agent may, subject to the provisions hereof and subject to compliance with applicable securities law and the prior approval of any applicable regulatory authorities, including the TSX-V, as need be, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, indentures or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

Section 8.2                Successor Entities.

In the case of the consolidation, amalgamation, arrangement, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to or with another entity (“successor entity”), the successor entity resulting from such consolidation, amalgamation, arrangement, merger or transfer (if not the Corporation) shall expressly assume, by supplemental indenture satisfactory in form to the Warrant Agent and executed and delivered to the Warrant Agent, the due and punctual performance and observance of each and every covenant and condition of this Indenture to be performed and observed by the Corporation.

ARTICLE 9 CONCERNING THE WARRANT AGENT

Section 9.1                Indenture Legislation.

Section 9.2                Rights and Duties of Warrant Agent.

Section 9.3                Evidence, Experts and Advisers.

Section 9.4                Documents, Monies, etc. Held by Warrant Agent.

Until released in accordance with this Indenture, any funds received hereunder shall be kept in segregated records of the Warrant Agent and the Warrant Agent shall place the funds in segregated accounts of the Warrant Agent at one or more of the Canadian Chartered Banks listed in Schedule 1 of the Bank Act (Canada) (“Approved Bank”). All amounts held by the Warrant Agent pursuant to this Indenture shall be held by the Warrant Agent for the Corporation and the delivery of the funds to the Warrant Agent shall not give rise to a debtor-creditor or other similar relationship. Any written direction for release of funds received shall be received by the Warrant Agent by 11am (Toronto time) on the Business Day prior to the Business Day on which such release is to be made, failing which such direction will be handled on a commercially reasonable efforts basis and may result in funds being released on the next Business Day. The amounts held by the Warrant Agent pursuant to this Indenture are at the sole risk of the Corporation and, without limiting the generality of the foregoing,  the Warrant Agent shall have no responsibility or liability for any diminution of the funds which may result from any deposit made with an Approved Bank pursuant to this section, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default), including any losses on any investment liquidated prior to maturity in order to make a payment required hereunder. The parties hereto acknowledge and agree that the Warrant Agent will have acted prudently in depositing the funds at any Approved Bank, and that the Warrant Agent is not required to make any further inquiries in respect of any such bank. The Warrant Agent may hold cash balances constituting part or all of such monies and need not, invest the same. The Warrant Agent shall not be liable to account for any profit to any parties to this Indenture or to any other person or entity.

Section 9.5                Actions by Warrant Agent to Protect Interest.

The Warrant Agent shall have power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Registered Warrantholders.

Section 9.6                Warrant Agent Not Required to Give Security.

The Warrant Agent shall not be required to give any bond or security in respect of the execution or administration of the agency, duties and powers of this Indenture or otherwise in respect of the premises.

Section 9.7                Protection of Warrant Agent.

By way of supplement to the provisions of any law for the time being relating to the Warrant Agent it is expressly declared and agreed as follows:

Section 9.8                Replacement of Warrant Agent; Successor by Merger.

Section 9.9                Conflict of Interest.

Section 9.10             Acceptance of Agency.

The Warrant Agent hereby accepts the agency in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth and agrees to hold all rights, interests and benefits contained herein on behalf of those persons who become holders of Warrants from time to time issued under this Indenture. No trust is intended to be, or is or will be, created hereby and the Warrant Agent shall owe no duties hereunder as a trustee.

Section 9.11             Warrant Agent Not to be Appointed Receiver.

The Warrant Agent and any person related to the Warrant Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation.

Section 9.12             Warrant Agent Not Required to Give Notice of Default.

The Warrant Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Warrant Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Warrant Agent and in the absence of any such notice the Warrant Agent may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Warrant Agent to determine whether or not the Warrant Agent shall take action with respect to any default.

Section 9.13             Anti-Money Laundering.

Section 9.14             Compliance with Privacy Code.

The Corporation acknowledges that the Warrant Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes: