UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2025
Commission File Number: 001-41356
Electra Battery Materials Corporation
(Translation of registrant's name into English)
133 Richmond St W, Suite 602
Toronto, Ontario, Canada
M5H 2L3
(416) 900-3891
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ] Form 40-F [ ]
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Electra Battery Materials Corporation | ||
| (Registrant) | ||
| Date: November 13, 2025 | /s/ Trent Mell | |
| Trent Mell | ||
| Chief Executive Officer and Director | ||
Exhibit 99.1

ELECTRA BATTERY MATERIALS CORPORATION
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(UNAUDITED)
(EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)
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ELECTRA BATTERY MATERIALS CORPORATION
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)
AS AT SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
| September 30, 2025 |
December 31, 2024 (audited) |
|||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 3,044 | $ | 3,717 | ||||
| Marketable securities (Note 7) | - | 12 | ||||||
| Prepaid expenses and deposits (Note 4) | 1,236 | 672 | ||||||
| Receivables (Note 4) | 412 | 1,310 | ||||||
| 4,692 | 5,711 | |||||||
| Non-Current Assets | ||||||||
| Exploration and evaluation assets (Note 6) | 90,169 | 93,200 | ||||||
| Property, plant and equipment (Note 5) | 51,874 | 51,189 | ||||||
| Capital long-term prepayments (Note 5) | 139 | 139 | ||||||
| Long-term restricted cash | 1,208 | 1,208 | ||||||
| Total Assets | $ | 148,082 | $ | 151,447 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 6,706 | $ | 3,579 | ||||
| Accrued interest | 10,951 | 2,799 | ||||||
| Convertible notes payable (Note 10) | 65,867 | 63,963 | ||||||
| Warrants (Note 10) | 482 | 1,582 | ||||||
| Bridge loan (Note 10) | 2,784 | - | ||||||
| US Warrants and 2026 Warrants (Note 12 (c)) | 1,253 | - | ||||||
| Lease liability | 55 | 50 | ||||||
| 88,098 | 71,973 | |||||||
| Non-Current Liabilities | ||||||||
| Government loan payable (Note 9) | 5,008 | 7,824 | ||||||
| Government grants (Note 9) | 3,124 | 3,124 | ||||||
| Royalty (Note 10) | 1,226 | 1,283 | ||||||
| Lease liability | 40 | 83 | ||||||
| Asset retirement obligations (Note 8) | 2,551 | 2,842 | ||||||
| Total Liabilities | $ | 100,047 | $ | 87,129 | ||||
| Shareholders’ Equity | ||||||||
| Common shares (Note 11) | 311,232 | 307,723 | ||||||
| Reserve (Note 12) | 27,686 | 26,848 | ||||||
| Accumulated other comprehensive loss | 3,429 | 4,639 | ||||||
| Deficit | (294,312 | ) | (274,892 | ) | ||||
| Total Shareholders’ Equity | $ | 48,035 | $ | 64,318 | ||||
| Total Liabilities and Shareholders’ Equity | $ | 148,082 | $ | 151,447 | ||||
| Going Concern (Note 1) | ||||||||
| Commitments and Contingencies (Note 17) | ||||||||
| Subsequent events (Note 20) | ||||||||
| Approved on behalf of the Board of Directors and authorized for issue on November 12, 2025 | ||
| Alden Greenhouse, Director | Trent Mell, Director | |
See accompanying notes to condensed interim consolidated financial statements.
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ELECTRA BATTERY MATERIALS CORPORATION
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND OTHER COMPREHENSIVE LOSS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
| For the three months ended September 30, |
For the nine months ended September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative | $ | 595 | $ | 850 | $ | 2,361 | $ | 2,275 | ||||||||
| Consulting and professional fees | 1,447 | 607 | 3,515 | 2,822 | ||||||||||||
| Exploration and evaluation expenditures | 144 | 66 | 233 | 210 | ||||||||||||
| Investor relations and marketing | 115 | 279 | 326 | 583 | ||||||||||||
| Salaries and benefits | 1,564 | 1,385 | 4,114 | 3,079 | ||||||||||||
| Share-based payments (Note 12) | 193 | 318 | 748 | 1,298 | ||||||||||||
| Operating loss before noted items below: | 4,058 | 3,505 | 11,297 | 10,267 | ||||||||||||
| Other | ||||||||||||||||
| Unrealized gain on marketable securities (Note 7) | - | 14 | 4 | 314 | ||||||||||||
| (Loss) gain on financial derivative liability – Convertible Notes (Note 10) | 161 | 1,573 | (4,675 | ) | (5,611 | ) | ||||||||||
| Changes in fair value of US Warrant (Note 12 (c)) | (3 | ) | 51 | (103 | ) | 2 | ||||||||||
| Other non-operating loss (Note 13) | (835 | ) | (1,074 | ) | (3,349 | ) | (5,219 | ) | ||||||||
| Net loss | $ | (4,735 | ) | $ | (2,941 | ) | $ | (19,420 | ) | $ | (20,781 | ) | ||||
| Other comprehensive income (loss): | ||||||||||||||||
| Fair value adjustment of 2028 and 2027 Notes due to credit risk | 23 | 799 | 1,821 | 799 | ||||||||||||
| Foreign currency translation gain (loss) | 1,782 | (2,815 | ) | (3,031 | ) | 192 | ||||||||||
| Net loss and other comprehensive loss | $ | (2,930 | ) | $ | (4,957 | ) | $ | (20,630 | ) | $ | (19,790 | ) | ||||
| Basic and diluted loss per share (Note 14) | $ | (0.27 | ) | $ | (0.21 | ) | $ | (1.15 | ) | $ | (1.46 | ) | ||||
| Weighted average number of common shares outstanding - Basic and diluted (Note 14) | 17,809,773 | 14,317,536 | 16,873,739 | 14,212,773 | ||||||||||||
See accompanying notes to condensed interim consolidated financial statements.
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ELECTRA BATTERY MATERIALS CORPORATION
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
| Common Shares | ||||||||||||||||||||||||
| Number of shares (1) | Amount | Reserves |
Accumulated Other Comprehensive Income |
Deficit | Total | |||||||||||||||||||
| Balance – January 1, 2025 | 14,809,197 | $ | 307,723 | $ | 26,848 | $ | 4,639 | $ | (274,892 | ) | $ | 64,318 | ||||||||||||
| Other comprehensive earnings for the period, net of taxes | - | - | - | (1,210 | ) | - | (1,210 | ) | ||||||||||||||||
| Net loss for the period | - | - | - | - | (19,420 | ) | (19,420 | ) | ||||||||||||||||
| Share-based payment expense | - | - | 748 | - | - | 748 | ||||||||||||||||||
| Directors’ fees paid in deferred share units | - | - | 67 | - | - | 67 | ||||||||||||||||||
| Exercise of restricted share units and warrants (Note 12) | 27,975 | 88 | (86 | ) | - | - | 2 | |||||||||||||||||
| Private placement, net of transaction costs of $338 (Note 11) | 3,125,000 | 3,421 | 109 | - | - | 3,530 | ||||||||||||||||||
| Balance – September 30, 2025 | 17,962,172 | $ | 311,232 | $ | 27,686 | $ | 3,429 | $ | (294,312 | ) | $ | 48,035 | ||||||||||||
| Balance – January 1, 2024 | 13,962,832 | $ | 304,721 | $ | 25,579 | $ | (1,557 | ) | $ | (245,445 | ) | $ | 83,298 | |||||||||||
| Other comprehensive earnings for the period, net of taxes | - | - | - | 991 | - | 991 | ||||||||||||||||||
| Net loss for the period | - | - | - | - | (20,781 | ) | (20,781 | ) | ||||||||||||||||
| Share-based payment expense | - | - | 1,303 | - | - | 1,303 | ||||||||||||||||||
| Performance based incentive payment | 41,314 | 134 | - | - | - | 134 | ||||||||||||||||||
| Exercise of restricted and performance share units (Note 12) | 125,419 | 1,035 | (1,035 | ) | - | - | - | |||||||||||||||||
| Settlement of interest on 2028 Notes (Note 10) | 210,760 | 543 | - | - | - | 543 | ||||||||||||||||||
| Balance – September 30, 2024 | 14,340,325 | $ | 306,433 | $ | 25,847 | $ | (566 | ) | $ | (266,226 | ) | $ | 65,488 | |||||||||||
| (1) | Reflects the Company’s consolidation of common shares, see Note 11(a) for details. |
See accompanying notes to condensed interim consolidated financial statements.
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ELECTRA BATTERY MATERIALS CORPORATION
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
| For the nine months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Operating activities | ||||||||
| Net loss | $ | (19,420 | ) | $ | (20,781 | ) | ||
| Adjustments for items not affecting cash: | ||||||||
| Share-based payments | 815 | 1,303 | ||||||
| Change in fair value of marketable securities | (4 | ) | (299 | ) | ||||
| Realized gain on marketable securities | (1 | ) | (60 | ) | ||||
| Depreciation (Note 5) | 43 | 43 | ||||||
| Accretion (Notes 8, 9 and 10) | 617 | 780 | ||||||
| Interest expense on convertible 2028 Notes and 2027 Notes (Note 10) | 8,152 | 4,612 | ||||||
| Changes in fair value of convertible 2028 Notes and 2027 Notes (Note 10) | 5,776 | 4,412 | ||||||
| Changes in fair value of warrants 2028 Notes (Note 10) | (1,100 | ) | 1,102 | |||||
| Gain on extinguishment of government loans (Note 9) | (3,311 | ) | - | |||||
| Changes in fair value of warrants (US Warrants and 2026 US Warrants) (Note 12) | 103 | - | ||||||
| Performance based incentive payment | - | 134 | ||||||
| Unrealized loss on foreign exchange | (2,102 | ) | 931 | |||||
| $ | (10,432 | ) | $ | (7,823 | ) | |||
| Changes in working capital: | ||||||||
| Decrease in receivables | 898 | 787 | ||||||
| Increase in prepaid expenses and other assets | (564 | ) | (3,365 | ) | ||||
| (Decrease) increase in accounts payable and accrued liabilities | 3,181 | (490 | ) | |||||
| Cash used in operation activities | $ | (6,917 | ) | $ | (10,891 | ) | ||
| Investing activities | ||||||||
| Payment (transfer) to / from restricted cash | - | 888 | ||||||
| Proceeds from sale of marketable securities (Note 7) | 17 | 841 | ||||||
| Incurring of exploration and evaluation (Note 6) | - | (34 | ) | |||||
| Additions to property, plant and equipment (Note 5) | (1,113 | ) | (326 | ) | ||||
| Cash used / provided in investing activities | $ | (1,096 | ) | $ | 1,369 | |||
| Financing activities | ||||||||
| Proceeds from non-brokered private placement, net of transaction costs $338 (2024 - $Nil) (Note 11) | 4,680 | - | ||||||
| Proceeds (repayment) from (of) government loans (Note 9) | (27 | ) | 5,231 | |||||
| Proceeds from Bridge loan (Note 10) | 2,784 | - | ||||||
| Payment of lease liability, net of interest | (98 | ) | (32 | ) | ||||
| Cash provided by financing activities | $ | 7,339 | $ | 5,199 | ||||
| Change in cash during the period | (674 | ) | (4,323 | ) | ||||
| Effect of exchange rates | 1 | 27 | ||||||
| Cash, beginning of the period | 3,717 | 7,560 | ||||||
| Cash, end of period | $ | 3,044 | $ | 3,264 | ||||
See accompanying notes to condensed interim consolidated financial statements.
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ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
| 1. | Significant Nature of Operations |
Electra Battery Materials Corporation (the “Company”, “Electra”) was incorporated on July 13, 2011 under the Business Corporations Act of British Columbia (the “Act”). On September 4, 2018, the Company filed a Certificate of Continuance into Canada and adopted Articles of Continuance as a Federal Company under the Canada Business Corporations Act (the “CBCA”). On December 6, 2021, the Company changed its corporate name from First Cobalt Corp. to Electra Battery Materials Corporation. The Company is in the business of producing battery materials for the electric vehicle supply chain. The Company is focused on building a supply of cobalt, nickel and recycled battery materials.
Electra is a public company which is listed on the Toronto Venture Stock Exchange (“TSXV”) (under the symbol ELBM) and on the NASDAQ (under the symbol ELBM). The Company’s registered office is Suite 2400, Bay-Adelaide Centre, 333 Bay Street, Toronto, Ontario, M5H 2T6 and the corporate head office is located at 133 Richmond Street W, Suite 602, Toronto, Ontario, M5H 2L3.
On December 31, 2024, the Company completed a share consolidation on the basis of one new post-consolidation common share for every four (4) pre-consolidation common shares. All prior share capital information has been presented based on this ratio.
The Company is focused on building a North American integrated battery materials facility for the electric vehicle supply chain. The Company is in the process of constructing its expanded hydrometallurgical cobalt refinery (the “Refinery”) in Ontario, Canada, assessing the various optimizations and modular growth scenarios for a recycled battery material (known as black mass) program, and exploring and developing its mineral properties.
Going Concern Basis of Accounting
The accompanying condensed interim consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the foreseeable future, and, as such, the condensed interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.
The Company has recurring net operating losses and negative cash flows from operations. As of September 30, 2025 and December 31, 2024, the Company had an accumulated deficit of $294,312 and $274,892, respectively. The Company’s recurring losses from operations and negative cash flows raise substantial doubt about the Company’s ability to continue as a going concern. The global economy, including the financial and credit markets, have experienced volatility and disruptions, including fluctuating inflation rates and interest rates, foreign currency impacts, declines in consumer confidence, and declines in economic growth. Additionally, the Company suspended construction of the Refinery in 2023 due to lack of sufficient funding in the wake of supply chain disruptions. These factors point to uncertainty about economic stability, and the severity and duration of these conditions on our business cannot be accurately predicted, and the Company cannot assure that it will remain in compliance with the financial covenants contained within its credit facilities. Management monitors recent developments in relation to global tariffs and does not anticipate material impacts on the financial position of the Company.
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ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
In order to continue its operations, the Company must achieve profitable operations and/or obtain additional equity or debt financing. Until the Company achieves profitability, management plans to fund its operations and capital expenditures with cash on hand, borrowings, and issuance of capital stock. Until the Company generates revenue at a level to support its cost structure, the Company expects to continue to incur significant operating losses and net cash outflows from operating activities.
The Company is actively pursuing various alternatives including government grants and loans, strategic partnerships, equity and debt financing to increase its liquidity and capital resources. During 2024, a government loan from Federal Economic Development Agency for Northern Ontario (“FedNor”) was received in the amount of $5,267. On August 19, 2024, the Company was awarded US$20,000 in funding by the U.S. Department of Defense (“DoD”) for the construction of the Refinery funded on a reimbursement basis. The award was made pursuant to Title III of the Defense Production Act (DPA) to expand domestic production capability. On November 27, 2024, the Company completed a private placement of US$1,000 as detailed in Note 11 (b). On November 27, 2024, the Company issued secured convertible notes in the principal amount of US$4,000 as detailed in Note 10. On April 20, 2025, the Company announced the closing of a non-brokered private placement to raise aggregate gross proceeds up to US$3,500. The private placement consisted of units of the Company issued at a price of US$1.12 per unit (See Note 11). Subsequent to September 30, 2025, the Company completed an equity financing and a debt for equity restructuring with its 2028 and 2027 noteholders, refer to Note 20.
Although the Company has historically been successful in obtaining financing in the past, there can be no assurances that the Company will be able to obtain adequate financing in the future. These condensed interim consolidated financial statements do not include the adjustments to the amounts and classifications of assets and liabilities that would be necessary should the Company be unable to continue as a going concern. These adjustments may be material.
| 2. | Material Accounting Policies and Basis of Preparation |
Basis of Presentation and Statement of Compliance
The Company prepares its condensed interim consolidated financial statements in accordance with IFRS® Accounting Standards as issued by the International Accounting Standard Board (“IASB”). These condensed interim consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting (“IAS 34”). These condensed interim consolidated financial statements should be read in conjunction with our most recent annual financial statements. These condensed interim consolidated financial statements follow the same accounting policies, estimates, and methods of application as our most recent annual financial statements.
All amounts other than share and per share information on the condensed interim consolidated financial statements are presented in thousands of Canadian dollars unless otherwise stated. The condensed interim consolidated financial statements were authorized for issue by the Board of Directors on November 12, 2025.
| 3. | New Accounting Standards Issued |
Certain new accounting standards and interpretations have been published that are either applicable in the current year or not mandatory for the current period. IFRS 18 Presentation and Disclosure in Financial Statements was issued by the IASB in April 2024, with mandatory application of the standard in annual reporting periods beginning on or after January 1, 2027. The Company is currently assessing the impact of IFRS 18 on its condensed interim consolidated financial statements. No standards have been early adopted in the current period.
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ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
| 4. | Receivables and prepaids |
| September 30, 2025 |
December 31, 2024 |
|||||||
| GST receivables | $ | 253 | $ | 494 | ||||
| Grant receivables | 45 | 570 | ||||||
| Other | 114 | 246 | ||||||
| $ | 412 | $ | 1,310 |
During the nine months ended September 30, 2025, grant submissions consisted of $463 to Natural Resources Canada (“NRCan”) and receipt of $749 including prior period submissions (December 31, 2024 - $432 submitted of which $101 have been reimbursed). In addition, during the nine months ended September 30, 2025, $278 have been submitted to the U.S. Department of Defense (“DoD”) and to date $517 have been reimbursed for prior period submissions (December 31, 2024 - $362 submitted of which $123 have been reimbursed). These reimbursements have been offset to property, plant and equipment or profit or loss for the nine months ended September 30, 2025.
Included in prepaids as at September 30, 2025 are $580 of share issuance costs which will be offset to the proceeds upon closing of the financing and debt for equity restructuring transaction, see Note 20 (b).
| 5. | Property, Plant and Equipment and Capital Long-Term Prepayments |
| Cost | Property, Plant and Equipment | Construction in Progress | Right-of-use Assets | Total | ||||||||||||
| Balance January 1, 2024 | $ | 5,989 | $ | 45,074 | $ | 301 | $ | 51,364 | ||||||||
| Reclassification | 1,334 | (1,334 | ) | - | - | |||||||||||
| Additions during the period | 133 | 386 | - | 519 | ||||||||||||
| Transfers to capital long-term prepayments | - | (139 | ) | - | (139 | ) | ||||||||||
| Asset retirement obligation - Change in estimate | (384 | ) | - | - | (384 | ) | ||||||||||
| Balance December 31, 2024 | $ | 7,072 | $ | 43,987 | $ | 301 | $ | 51,360 | ||||||||
| Additions during the period | - | 1,113 | - | 1,113 | ||||||||||||
| Asset retirement obligation - Change in estimate | (385 | ) | - | - | (385 | ) | ||||||||||
| Balance September 30, 2025 | $ | 6,687 | $ | 45,100 | $ | 301 | $ | 52,088 | ||||||||
| Accumulated Depreciation | ||||||||||||||||
| January 1, 2024 | $ | 10 | $ | - | $ | 96 | $ | 106 | ||||||||
| Change for the period | - | - | 65 | 65 | ||||||||||||
| Balance December 31, 2024 | $ | 10 | $ | - | $ | 161 | $ | 171 | ||||||||
| Change for the period | - | - | 43 | 43 | ||||||||||||
| Balance September 30, 2025 | $ | 10 | $ | - | $ | 204 | $ | 214 | ||||||||
| Net Book Value | ||||||||||||||||
| Balance December 31, 2024 | $ | 7,062 | $ | 43,987 | $ | 140 | $ | 51,189 | ||||||||
| Balance September 30, 2025 | $ | 6,677 | $ | 45,100 | $ | 97 | $ | 51,874 |
Most of the Company’s property, plant, and equipment assets relate to the Refinery located near Temiskaming Shores, Ontario, Canada. The carrying value of property, plant, and equipment and construction in progress is $51,777 (December 31, 2024 - $51,059), all of which is pledged as security for the 2028 Notes and 2027 Notes (Note 10).
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ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
| 6. | Exploration and Evaluation Assets |
| Balance January 1, 2024 | Foreign Exchange |
Acquisition cost |
Balance December 31, 2024 | Foreign Exchange | Balance September 30, 2025 | |||||||||||||||||||
| Idaho, USA | $ | 85,634 | $ | 7,530 | $ | 36 | $ | 93,200 | $ | (3,031 | ) | $ | 90,169 |
All of the Iron Creek mineral properties are pledged as security for the Convertible Notes issued on February 13, 2023 and November 27, 2024 (Note 10). Upon successful commissioning of the Refinery, the Iron Creek mineral properties will be released from the Convertible Notes security package.
Certain claims relating to the Iron Creek properties were acquired by the Company against earn-in and option agreements entered with the original owners of such claims. These agreements provide a working interest in the property to the Company, upon making certain milestone payments and/or incurring certain expenditures on the property. The Company is current on all milestone payments and expenditures. The claims are also subject to future net smelter royalty (“NSR”) payments.
| 7. | Marketable Securities |
There were no marketable securities at September 30, 2025 (December 31, 2024 - $12). Shares are marked-to-market at the end of each quarter resulting in an unrealized gain of $Nil and $4 being recorded during the three and nine months ended September 30, 2025, respectively (for the three and nine months ended September 30, 2024 – unrealized gain was $14 and $314, respectively). During the three and nine months ended September 30, 2025, the Company sold marketable securities for proceeds of $Nil and $17 from sale of Nil shares and 48,219 shares, respectively (for the three and nine months ended September 30, 2024 proceeds were $247 and $841 from sale of sale of 625,000 and 2,108,000 shares, respectively) and realized gain of $Nil and $1, respectively (the three and nine months ended September 30, 2024 – gain of $19 and $45, respectively).
| 8. | Asset Retirement Obligations |
As at September 30, 2025, the estimated cost of closure is $3,323. The Company maintains a surety bond for $3,450 as financial assurance based on the October 2021 closure plan.
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ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
The full estimated closure cost in the latest closure plan incorporated new disturbances that have yet to take place, such as new roadways, new chemicals on site, and a new tailings area. The latest closure plan also included cost updates relating to remediating disturbances that existed at September 30, 2025. The following assumptions were used to calculate the asset retirement obligation:
| · | Discounted cash flows of $2,551 (December 31, 2024 - $2,842) |
| · | Closure activities date of 2073 (December 31, 2024 – 2073) |
| · | Risk-free discount rate of 3.67% (December 31, 2024 – 3.33%) |
| · | Long-term inflation rate of 3.0% (December 31, 2024 – 3.0%) |
The continuity of the asset retirement obligation at September 30, 2025 and December 31, 2024 is as follows:
|
September 30, 2025 |
December 31, 2024 |
|||||||
| Balance at January 1, | $ | 2,842 | $ | 3,126 | ||||
| Change in estimate from discounting and estimate of costs | (385 | ) | (384 | ) | ||||
| Accretion | 94 | 100 | ||||||
| Balance | $ | 2,551 | $ | 2,842 |
| 9. | Long-Term Government Loan payable, Grants and Awards |
On November 24, 2020, the Company entered into a contribution agreement with the Ministry of Economic Development and Official Languages as represented by the Federal Economic Development Agency for Northern Ontario (“FedNor”) for up to $5,000 financing related to the recommissioning and expansion of the Refinery in Ontario. The contribution is in the form of debt bearing a 0% interest rate and funded in proportion to certain Refinery construction activities. The Company received approval for an additional $5,000 funding under the agreement on December 27, 2023, which was fully received during the year ended December 31, 2024.
Once construction is completed, the cumulative balance borrowed will be repaid in 19 equal quarterly instalments. The loan was discounted using a market rate between 7.0% and 17.1% with the resulting difference between the amortized cost and cash proceeds recognized as Government Grant. The FedNor loan required completion of the construction on or before June 30, 2025. On July 14, 2025, the completion of construction required by FedNor was extended to June 30, 2027 and governmental loans repayment commencement date was changed from June 2026 to June 2028.
To the extent there are changes to the terms of outstanding FedNor loans, these changes may be recorded as a modification or an extinguishment. A substantial change in the terms of an existing financial liability is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The terms are substantially different if the discounted present value of the cash flows at the original effective interest rate under the new terms is at least 10% different from the discounted present value of the cash flows at the original financial liability. For a modification that does not result in de-recognition, a gain or loss will be recognized in profit or loss for the difference between the original contractual cash flows and the modified cash flows discounted at the original interest rate. For a modification that results in de-recognition, a gain or loss will be recognized in profit or loss for the difference between the carrying amount of the financial liability extinguished and the fair value of the modified financial liability. The Company accounted for the extension of the repayment commencement date as an extinguishment of the original financial liability and recognized a new financial liability for the new extended loans. The extinguishment of original loans and recognition of amended loans resulted in a gain on extinguishment of $3,311, which has been recognized in Other non-operating loss in the statement of loss and other comprehensive loss. The fair value of the amended loan was estimated using fair market interest rate of 16%.
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ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
On June 10, 2024, the Company received $5,000 in contribution funding from Natural Resources Canada (“NRCan”) to support the development of its proprietary battery materials recycling technology.
On August 19, 2024, the Company was awarded US$20,000 by the
U.S. Department of Defense (“DoD”). The award was made pursuant to Title III of the Defense Production Act (“DPA”)
to expand domestic production capability.
On March 21, 2025, the Company was provided with a non-binding letter of intent from the Canadian Federal government in the amount of $20,000. While the discussions between the parties are ongoing, there is no guarantee or assurance that a final agreement will be reached and/or funding will be provided to the Company.
The following table sets out the balances of Government Loans and Government Grant as at September 30, 2025 and December 31, 2024:
| Government Loan | Government Grant | Total | ||||||||||
| Balance at January 1, 2024 | $ | 4,299 | $ | 849 | $ | 5,148 | ||||||
| FedNor loan – February 2024 | 2,267 | - | 2,267 | |||||||||
| FedNor Loan – April 2024 | 2,000 | - | 2,000 | |||||||||
| FedNor Loan (Nickel Study) - Payment | (45 | ) | - | (45 | ) | |||||||
| FedNor Loan – August 2024 | 1,000 | - | 1,000 | |||||||||
| Allocation to government grant | (2,275 | ) | 2,275 | - | ||||||||
| Accretion | 578 | - | 578 | |||||||||
| Balance at December 31, 2024 | $ | 7,824 | $ | 3,124 | $ | 10,948 | ||||||
| FedNor Loan (Nickel Study) - Payment | (27 | ) | - | (27 | ) | |||||||
| Accretion | 368 | - | 368 | |||||||||
| Extinguishment of government loans | (8,017 | ) | - | (8,017 | ) | |||||||
| Recognition of new government loans due to extension of repayment commencement date | 4,706 | - | 4,706 | |||||||||
| Accretion | 154 | - | 154 | |||||||||
| Balance at September 30, 2025 | $ | 5,008 | $ | 3,124 | $ | 8,132 |
| 10. | Convertible Note Arrangement and Bridge Loan |
In January 2024, the terms of the 2028 Warrants were amended and the exercise price of US$9.92 was re-priced to $4.00. On November 27, 2024, in conjunction with the issuance of the 2027 Notes discussed below, the exercise price was amended from $4.00 to $3.40.
In addition, the 2028 Warrants included a revised acceleration clause such that their term will be reduced to thirty days in the event the closing price of the common shares on the TSXV exceeds $3.40 by twenty percent or more for ten consecutive trading days, with the reduced term beginning seven calendar days after such 10 consecutive trading-day period. Upon the occurrence of an acceleration event, noteholders of the 2028 Warrants may exercise the 2028 Warrants on a cashless basis, based on the value of the 2028 Warrants at the time of exercise.
Page
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
On March 21, 2024, the Company satisfied $543 (US$401) of interest through the issuance of 210,760 common shares to certain noteholders. The share issuance was approved by the TSXV.
The 2028 Notes are secured by a first priority security interest (subject to customary permitted liens) in substantially all of the Company’s assets, and the assets and/or equity of the secured guarantors. The 2028 Notes are subject to customary events of default and basic positive and negative covenants. The Company is required to maintain a reportable minimum liquidity balance of US$2,000 under the terms of the 2028 Notes. The 2028 Notes are convertible at the discretion of the lenders and as such have been classified as a current liability.
On November 27, 2024, the Company issued additional 2028 Notes to the noteholders, in the principal amount of $9,157 (US$6,521), as payment-in-kind for all outstanding accrued interest owing on the 2028 Notes through to August 15, 2024. The additional 2028 Notes carry the same payment conversion terms as the balance of the 2028 Notes and were issued pursuant to a supplement to the indenture dated February 13, 2023, entered into among the Company and the 2028 Notes noteholders.
For the nine months ended September 30, 2025 and year ended December 31, 2024, the 2028 Notes were fair valued using the finite difference valuation method with the following key assumptions:
| · | Risk free rate at September 30, 2025 of 3.973% (December 31, 2024 – 4.393%) based on the US dollar zero curve; |
| · | Equity volatility at September 30, 2025 of 65% (December 31, 2024 – 63%) based on an assessment of the Company’s historical volatility and the estimated maximum a third-party investor would be willing to pay for; |
| · | An Electra share price at September 30, 2025 of US$1.080 (December 31, 2024 - US$1.807) reflecting the quoted market price; and |
| · | A credit spread at September 30, 2025 of 28.1% (December 31, 2024 – 26.3%). |
Page
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
The following table sets out the details of the Company’s financial derivative liability related to convertible notes in the 2028 Notes as of September 30, 2025 and December 31, 2024:
| 2028 Notes | Convertible Notes Payable | Warrants | Royalty |
Total | ||||||||||||
| Balance at January 1, 2024 | $ | 40,101 | $ | 1,421 | $ | 858 | $ | 42,380 | ||||||||
| Revaluation to fair value | 3,139 | 137 | - | 3,276 | ||||||||||||
| Capitalized interest | 9,157 | - | - | 9,157 | ||||||||||||
| Revaluation to fair value due to own credit risk | 1,342 | - | - | 1,342 | ||||||||||||
| Foreign exchange loss | 3,947 | 24 | 95 | 4,066 | ||||||||||||
| Accretion | - | - | 330 | 330 | ||||||||||||
| Balance at December 31, 2024 | $ | 57,686 | $ | 1,582 | $ | 1,283 | $ | 60,551 | ||||||||
| Revaluation to fair value | 6,645 | (1,100 | ) | - | 5,545 | |||||||||||
| Revaluation to fair value due to own credit risk | (1,700 | ) | - | - | (1,700 | ) | ||||||||||
| Foreign exchange loss | (1,878 | ) | - | (51 | ) | (1,929 | ) | |||||||||
| Accretion | - | - | (6 | ) | (6 | ) | ||||||||||
| Balance at September 30, 2025 | $ | 60,753 | $ | 482 | $ | 1,226 | $ | 62,461 |
On November 27, 2024, the Company closed a financing transaction (the “2027 Notes”) with the holders of the 2028 Notes for gross proceeds of $5,615 (US$4,000). In connection with closing, 460,405 common shares were issued for gross proceeds of $1,401 at US$2.172 per share. The 2027 Notes were issued together with 1,136,364 detachable common share purchase warrants (“2027 Warrants”) entitling the noteholders to acquire an equivalent number of common shares at a price of $4.00 per share until November 26, 2026. The 2027 Warrants were issued as replacement for warrants previously issued through an equity financing which took place on August 23, 2023 with an exercise price of $6.84. The same number of warrants were cancelled and re-issued as part of the 2027 Notes. 2027 Warrants met the fixed for fixed criteria and were classified as equity. The total proceeds were allocated between convertible notes and warrants using relative fair value on the issuance date. The fair value of warrants on issuance date was estimated using the Black-Scholes Option Pricing Model approach with the following inputs: a risk-free rate of 3.20% per year, an expected life of 2 years, expected volatility based on historical prices of 70.00%, no expected dividends and a share price of $2.72.
As at initial recognition on November 27, 2024, the convertible notes were fair valued using the finite difference valuation method with the following key assumptions:
| · | Risk free rate at November 27, 2024 of 4.268% based on the US dollar zero curve; |
| · | Equity volatility at November 27, 2024 of 63% based on an assessment of the Company’s historical volatility and the estimated maximum a third-party investor would be willing to pay for; |
| · | An Electra share price at November 27, 2024 of US$1.938 reflecting the quoted market prices; and |
| · | A credit spread at November 27, 2024 of 26.0%. |
The transaction costs relating to the 2027 Notes and equity financing in the amount of $903 were allocated between 2027 Notes, 2027 Warrants and equity based on relative fair value on issuance date in the amount of $633, $89 and $180, respectively. The transaction costs for debt related to 2027 Notes were recorded in the condensed interim consolidated statements of loss and other comprehensive loss in other non-operating loss. The transaction costs for the 2027 Warrants and equity were deducted from reserves and common shares, respectively in the condensed interim consolidated statements of equity.
The 2027 Notes rank pari passu to the 2028 Notes, bear interest at a rate of 12.0% per annum, payable quarterly in cash, and mature on November 12, 2027. The 2027 Notes are also guaranteed by substantially all of the Company’s subsidiaries and are secured on a first lien basis by substantially all of the assets of the Company and its subsidiaries. The initial conversion rate of the 2027 Notes is 240,211 common shares per US$1,000 principal amount of Notes (equivalent to an initial conversion price of approximately US$2.4978 per common share) subject to certain adjustments set forth in the 2027 Notes. The conversion price is subject to adjustments on the provision of the subscription agreements. The Company is required to maintain a reportable minimum liquidity balance of US$2,000 under the terms of the 2027 Notes.
Page
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
For the nine months ended September 30, 2025 and for the year ended December 31, 2024, the 2027 Notes were fair valued using the finite difference valuation method with the following key assumptions:
| · | Risk free rate at September 30, 2025 of 3.98% (December 31, 2024 – 4.39%) based on the US dollar zero curve; |
| · | Equity volatility at September 30, 2025 of 65% (December 31, 2024 – 63%) based on an assessment of the Company’s historical volatility and the estimated maximum a third-party investor would be willing to pay for; |
| · | An Electra share price at September 30, 2025 of US$1.080 (December 31, 2024 – US$1.807) reflecting the quoted market prices; and |
| · | A credit spread at September 30, 2025 of 28.1% (December 31, 2024 – 26.3%). |
The following table sets out the details of the Company’s financial derivative liability related to convertible notes in the 2027 Notes as of September 30, 2025 and December 31, 2024:
| 2027 Notes | 2027 Notes | |||
| Balance at January 1, 2024 | $ | - | ||
| Initial recognition at fair value | 4,921 | |||
| Revaluation to fair value | 1,217 | |||
| Foreign exchange loss | 139 | |||
| Balance at December 31, 2024 | 6,277 | |||
| Revaluation to fair value | (869 | ) | ||
| Revaluation to fair value due to own credit risk | (121 | ) | ||
| Foreign exchange loss | (173 | ) | ||
| Balance at September 30, 2025 | $ | 5,114 |
On March 5, 2025, the Company entered into an agreement to defer interest until February 15, 2027 with the holders of its senior secured debt, which includes all outstanding 2028 Notes and 2027 Notes, collectively referred to as the “Notes”. As consideration for this deferral, Electra will pay additional interest of 2.25% per annum on the 2028 Notes and 2.5% per annum on the 2027 Notes, calculated on the principal amounts of the Notes. All deferred interest, including deferred amounts of additional interest, will accrue interest at the applicable stated rate of interest borne by the applicable series of Notes. All deferred interest (including all interest thereon) will become payable immediately if an event of default occurs under the applicable note indenture prior to February 15, 2027.
Page
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
The following table sets out the details of the Company’s financial derivative liability related to convertible notes in the 2028 Notes and 2027 Notes as of September 30, 2025 and December 31, 2024:
| 2028 Notes and 2027 Notes | Convertible Notes Payable | Warrants | Royalty |
Total | ||||||||||||
| Balance at January 1, 2024 | $ | 40,101 | $ | 1,421 | $ | 858 | $ | 42,380 | ||||||||
| Initial recognition at fair value | 4,921 | - | - | 4,921 | ||||||||||||
| Revaluation to fair value | 4,356 | 137 | - | 4,493 | ||||||||||||
| Capitalized interest | 9,157 | - | - | 9,157 | ||||||||||||
| Revaluation to fair value due to own credit risk | 1,342 | - | - | 1,342 | ||||||||||||
| Foreign exchange loss | 4,086 | 24 | 95 | 4,205 | ||||||||||||
| Accretion | - | - | 330 | 330 | ||||||||||||
| Balance at December 31, 2024 | $ | 63,963 | $ | 1,582 | $ | 1,283 | $ | 66,828 | ||||||||
| Revaluation to fair value | 5,776 | (1,100 | ) | - | 4,676 | |||||||||||
| Revaluation to fair value due to own credit risk | (1,821 | ) | - | - | (1,821 | ) | ||||||||||
| Foreign exchange loss | (2,051 | ) | - | (51 | ) | (2,102 | ) | |||||||||
| Accretion | - | - | (6 | ) | (6 | ) | ||||||||||
| Balance at September 30, 2025 | $ | 65,867 | $ | 482 | $ | 1,226 | $ | 67,575 |
The accrued interest as at September 30, 2025 is $10,951 (December 31, 2024 - $2,799).
For the three and nine months ended September 30, 2025, the Company recorded a gain of $161 and a loss of $4,676, respectively (for the three and nine months ended September 30, 2024 – a gain of $1,573 and a loss of $5,611, respectively), for the Notes.
To support operations during the restructuring process, the lenders provided $2,784 (US$2,000) in short-term bridge debt in the form of a 90-day Bridge loan with an annual interest rate of 12.0%.
During the three and nine months ended September 30, 2025, the interest expenses in relation to this bridge loan were nominal (September 30, 2024- $nil).
| 11. | Shareholders’ Equity |
| a) | Authorized Share Capital |
The Company is authorized to issue an unlimited number of common shares without par value. As at September 30, 2025, the Company had 17,962,172 (December 31, 2024 – 14,809,197) common shares outstanding.
On December 31, 2024, the Company completed a share consolidation on the basis of one new post-consolidation common share for every 4 pre-consolidation common shares. All prior share capital information has been presented based on this ratio.
| b) | Issued Share Capital |
During the nine months ended September 30, 2025, the Company issued common shares as follows:
| · | The Company issued 26,975 and 1,000 common shares for the exercise of restricted share units and warrants, respectively. |
Page
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
| · | On April 14, 2025, the Company closed the first (occurring on April 3, 2025) and second tranches of its non-brokered private placement, raising aggregate gross proceeds of US$3,500 ($5,016). An aggregate of 3,125,000 units (each, a “Unit”) were issued at a price of US$1.12 per Unit under the private placement. Each Unit consists of one common share in the capital of the Company and one transferable common share purchase warrant (“2026 Warrants”), with each warrant entitling the holder to purchase one common share of the Company at a price of US$1.40 at any time for a period of eighteen (18) months following the issue date. In connection with the closing of the Offering, the Company incurred aggregate finders’ fees of $338, including $109 representing the value of 183,333 non-transferable finders’ warrants. Each finders warrant is exercisable to acquire one common share of the Company at an exercise price of US$1.12 until October 14, 2026. The finder warrants were measured based on the fair value of the warrants issued as the fair value of consideration for the services cannot be estimated reliably. |
The gross proceeds were allocated between common shares and 2026 Warrants, based on relative fair values and 2026 Warrants were allocated $1,150 on initial recognition. The residual balance of $3,759 was then allocated to the equity component (common shares issued). The transaction costs of $447 were allocated proportionately between the financial liability and the equity component. Transaction costs allocated to the equity component were accounted for as a deduction from equity of $338.
During the year ended December 31, 2024, the Company issued common shares as follows:
| · | On February 27, 2024, the Company has settled a total of $134 of earned performance-based incentive cash payments to certain non-officer employees by issuing a total of 41,314 common shares at a market price of $3.24 per share to these individuals. The expense was recorded in salaries and benefits. |
| · | On March 21, 2024, the Company issued an aggregate of 210,760 common shares at a market issue price of $2.58 per common share in satisfaction of a portion of the interest payable to certain of the holders of US$51,000 principal amount of 8.99% senior secured convertible notes. |
| · | On November 27, 2024, the Company closed a financing transaction with the holders of the 2027 Notes for gross proceeds of US$5,000 and issued 443,225 common shares and 1,136,364 detachable common share purchase warrants, valued at $1,221 (net of transaction costs of $180) and $694 (net of transaction costs of $89), respectively (see Note 10). |
| · | During the year ended December 31, 2024, the Company issued 18,568 common shares for the exercise of deferred share units, 130,414 common shares for the exercise of restricted share units and 2,084 for the exercise of performance share units. |
| 12. | Share Based Payments |
The Company adopted a long-term incentive plan (“LTIP”) on December 20, 2024, whereby it can grant stock options, restricted share units (“RSUs”), Deferred Share Units (“DSUs”), and Performance Share Units (“PSUs”) to directors, officers, employees, and consultants of the Company. The maximum number of shares that may be reserved for issuance under the LTIP is 3,150,000.
Page
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
In 2024, the Company was approved to implement an employee share purchase plan (“ESPP”) to provide its employees an incentive to promote performance and growth potential over the long-term. The Company has reserved 250,000 common shares that can be issued under the ESPP.
The grant date fair value is determined using the Black-Scholes Option Pricing Model and this value is recognized as an expense over the vesting period. DSUs generally vest in one year but cannot be exercised until the holder ceases to be a Director or Officer of Electra. DSUs are valued based on the market price of the Company’s common shares on the grant date. PSUs generally vest over 18 – 24 months if certain performance metrics have been achieved. They are valued based on the market price of the Company’s shares on the grant date and this value is expensed over the vesting period. RSUs generally vest over 12 – 36 months. They are valued based on the market price of the Company’s shares on the grant date and this value is expensed over the vesting period.
| a) | Stock Options |
During the nine months ended September 30, 2025:
| · | On January 1, 2025, the Company granted 125,000 stock options at an exercise price of $2.60 that will vest in two equal tranches on the first and second anniversaries of the grant date. The fair value of the options at the date of the grant was $190 using the Black-Scholes Option Pricing Model, assuming a risk-free rate of 2.87% per year, an expected life of 3 years, expected volatility based on historical prices in the range of 90.0%, no expected dividends and a share price of $2.60. |
During the year ended December 31, 2024:
| · | On January 15, 2024, the Company granted 25,000 stock options at an exercise price of $2.00 that will vest in three equal tranches on the first, second and third anniversaries of the grant date. The fair value of the options at the date of the grant was $29 using the Black-Scholes Option Pricing Model, assuming a risk-free rate of 4.15% per year, an expected life of 3 years, expected volatility based on historical prices of 87%, no expected dividends and a share price of $2.00. |
| · | On February 12, 2024, the Company granted 753,923 incentive stock options and 26,235 RSUs to certain directors, officers, employees and contractors of the Company. The RSUs will vest on the first anniversary of the grant date and will be settled in cash or common shares at the discretion of the Company. The stock options are exercisable for four years at $3.24 and will vest in two equal tranches, on the first and second anniversary of the grant date. The fair value of the options at the date of the grant was $1,377 using the Black-Scholes Option Pricing Model, assuming a risk-free rate of 4.15% per year, an expected life of 4 years, expected volatility based on historical prices of 85%, no expected dividends and a share price of $3.24. |
Page
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
| · | On August 28, 2024, the Company granted 250,000 incentive stock options to consultants for services to be rendered. The stock options are exercisable for three years at $3.28 and will vest in four equal quarterly tranches. The fair value of the options at the date of the grant was $418 using the Black-Scholes Option Pricing Model, assuming a risk-free rate of 3.31% per year, an expected life of 2 years, expected volatility based on historical prices of 94%, no expected dividends and a share price of $3.28. |
| · | On September 9, 2024, the Company granted 33,891 DSUs to certain directors of the Company. The DSUs will vest on the first anniversary of the grant date and will be settled in cash or common shares at the discretion of the Company. |
The changes in incentive stock options outstanding are summarized as follows:
| Exercise price |
Number of shares issued or issuable on exercise |
|||||||
| Balance at January 1, 2024 | $ | 14.00 | 193,142 | |||||
| Granted | 3.22 | 1,028,923 | ||||||
| Expired | 10.02 | (34,953 | ) | |||||
| Forfeited / Cancelled | 12.91 | (16,749 | ) | |||||
| Balance at December 31, 2024 | $ | 4.61 | 1,170,363 | |||||
| Granted | 2.60 | 125,000 | ||||||
| Expired | 12.94 | (21,297 | ) | |||||
| Balance at September 30, 2025 | $ | 4.28 | 1,274,066 |
Incentive stock options outstanding and exercisable (vested) at September 30, 2025 are summarized as follows:
| Options Outstanding | Options Exercisable | |||||||||||||||||||||
Exercise price |
Number of shares issuable on exercise |
Weighted average remaining life (Years) |
Weighted average exercise price |
Number of shares issuable on exercise |
Weighted average exercise price |
|||||||||||||||||
| $ | 2.00 | 25,000 | 2.29 | $ | 2.00 | 8,333 | $ | 2.00 | ||||||||||||||
| 2.60 | 125,000 | 2.25 | 2.60 | - | 2.60 | |||||||||||||||||
| 3.24 | 753,923 | 2.37 | 3.24 | 376,962 | 3.24 | |||||||||||||||||
| 3.28 | 250,000 | 1.91 | 3.28 | 250,000 | 3.28 | |||||||||||||||||
| 9.60 | 56,423 | 1.44 | 9.60 | 37,616 | 9.60 | |||||||||||||||||
| 12.84 | 15,000 | 2.12 | 12.84 | 10,000 | 12.84 | |||||||||||||||||
| 21.60 | 41,428 | 1.30 | 21.60 | 41,428 | 21.60 | |||||||||||||||||
| 24.84 | 7,292 | 0.54 | 24.84 | 7,292 | 24.84 | |||||||||||||||||
| Total | 1,274,066 | 2.14 | $ | 4.28 | 731,631 | $ | 4.95 | |||||||||||||||
During the nine months ended September 30, 2025, the Company expensed $738 (the nine months ended September 30, 2024 - $820) for options valued at share prices $2.00 to $21.60, as share-based payment expense.
Page
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
Incentive stock options outstanding and exercisable (vested) at December 31, 2024 are summarized as follows:
| Options Outstanding | Options Exercisable | |||||||||||||||||||||
|
Exercise price |
Number of shares issuable on exercise |
Weighted average remaining life (Years) |
Weighted average exercise price |
Number of shares issuable on exercise |
Weighted average exercise price |
|||||||||||||||||
| $ | 2.00 | 25,000 | 3.04 | $ | 2.00 | - | $ | 2.00 | ||||||||||||||
| 3.24 | 753,923 | 3.12 | 3.24 | - | 3.24 | |||||||||||||||||
| 3.28 | 250,000 | 2.66 | 3.28 | 62,500 | 3.28 | |||||||||||||||||
| 9.60 | 56,425 | 2.19 | 9.60 | 18,808 | 9.60 | |||||||||||||||||
| 10.08 | 10,185 | 0.52 | 10.08 | 10,185 | 10.08 | |||||||||||||||||
| 10.44 | 6,944 | 0.66 | 10.44 | 6,944 | 10.44 | |||||||||||||||||
| 12.84 | 15,000 | 2.87 | 12.84 | 10,000 | 12.84 | |||||||||||||||||
| 21.60 | 44,205 | 2.05 | 21.60 | 29,470 | 21.60 | |||||||||||||||||
| 24.84 | 7,292 | 1.29 | 24.84 | 7,292 | 24.84 | |||||||||||||||||
| 29.16 | 1,389 | 0.13 | 29.16 | 1,389 | 29.16 | |||||||||||||||||
| Total | 1,170,363 | 2.88 | $ | 4.61 | 146,588 | $ | 10.56 | |||||||||||||||
During the year ended December 31, 2024, the Company expensed $1,212 (the year ended December 31, 2023 - $513) for options valued at share prices $2.00 to $24.84, as share-based payment expense.
(b) DSUs, RSUs and PSUs
During the nine months ended September 30, 2025, the Company expensed $67 (the nine months ended September 30, 2024 - $186) for DSUs, $ Nil (the nine months ended September 30, 2024 - $Nil) for PSUs, and $10 (the nine months ended September 30, 2024 - $303) for RSUs as share-based payment expense.
Deferred Shares Units
The Company’s DSUs outstanding at September 30, 2025 and December 31, 2024 were as follows:
| Number of Units |
September 30, 2025 |
December 31, 2024 |
||||||
| Balance at January 1, | 157,085 | 154,041 | ||||||
| Granted | - | 33,891 | ||||||
| Exercised | - | (18,568 | ) | |||||
| Expired | - | (12,279 | ) | |||||
| Balance | 157,085 | 157,085 |
Page
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
Restricted Share Units
The Company’s RSUs outstanding at September 30, 2025 and December 31, 2024 were as follows:
| Number of Units |
September 30, 2025 |
December 31, 2024 |
||||||
| Balance at January 1, | 26,975 | 133,288 | ||||||
| Granted | - | 26,235 | ||||||
| Exercised | (26,975 | ) | (130,414 | ) | ||||
| Forfeited / Cancelled | - | (2,134 | ) | |||||
| Balance | - | 26,975 |
Performance Share Units
The Company’s PSUs outstanding at September 30, 2025 and December 31, 2024 were as follows:
| Number of Units |
September 30, 2025 |
December 31, 2024 |
||||||
| Balance at January 1, | - | 8,507 | ||||||
| Exercised | - | (2,083 | ) | |||||
| Expired / Cancelled | - | (6,424 | ) | |||||
| Balance | - | - |
| c) | Warrants |
Details regarding warrants issued and outstanding are summarized as follows:
| Canadian dollar denominated warrants | Grant date | Expiry date |
Weighted average exercise price |
Number of shares issued or issuable on exercise |
||||||||
| Balance at January 1, 2024 | $ | 6.84 | 5,111,364 | |||||||||
| Repricing of warrants (Note 10) | February 13, 2023 | February 13, 2028 | 3.40 | 2,699,014 | ||||||||
| Cancellation of warrants | August 11, 2023 | August 11, 2025 | 6.84 | (1,136,364 | ) | |||||||
| Issuance of warrants (Note 10) | November 27, 2024 | November 12, 2026 | 4.00 | 1,136,364 | ||||||||
| Balance at December 31, 2024 | $ | 6.23 | 7,810,378 | |||||||||
| Expiry of warrants | 6.84 | (3,975,000 | ) | |||||||||
| Balance at September 30, 2025 | $ | 3.28 | 3,835,378 |
| United States dollar denominated warrants (US Warrant and 2026 US Warrants) | Grant date | Expiry date |
Weighted average exercise price |
Number of shares issued or issuable on exercise |
||||||||
| Balance at January 1, 2024 | US$10.38 | 3,319,802 | ||||||||||
| Repricing of warrants (Note 10) | February 13, 2023 | February 13, 2028 | US$9.92 | (2,699,014 | ) | |||||||
| Balance at December 31, 2024 | US$12.40 | 620,788 | ||||||||||
| Issuance of warrants (Note 11) | April 3 and 14, 2025 | October 3 and 14, 2026 | US$1.38 | 3,308,333 | ||||||||
| Exercise of warrants | US$1.38 | (1,000 | ) | |||||||||
| Balance at September 30, 2025 | US$11.64 | 3,928,121 |
Page
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
On November 27, 2024, in connection with the 2027 Notes, 1,136,364 detachable common share purchase warrants were issued as detailed in Note 11, which replaced 2023 private placement warrants.
On April 3 and 14, 2025, 3,125,000 (“2026 Warrants”) were issued to subscribers in the Company’s non-brokered private placement (Note 11). The fair value of the warrants was estimated using the Black-Scholes Option Pricing Model assuming a risk-free interest rate ranging from 2.40% to 2.58%, an expected life of 1.5 years, an expected volatility of 85.0% no expected dividends, and a share price ranging from $1.38 to $1.50. The warrant exercise price is denominated in US dollars, a currency different than the Company’s functional currency. Therefore, the warrants have been classified as a financial liability in the condensed interim statements of financial position. The fair value of the warrants as at September 30, 2025 was estimated using the Black Scholes Option Pricing Model assuming a risk-free interest rate of 2.47%, an expected life ranging from 1.01 to 1.04 years, an expected volatility of 72.0% no expected dividends, and a share price of $1.68. The fair value of the 2026 Warrants on initial recognition was $1,349 and $1,253 as of September 30, 2025, with a gain of $103 recognized in the condensed interim on the statement of loss. As part of the private placement, the Company issued 183,333 finder’s warrants as transaction costs. The fair value of the finder’s warrants were estimated using the Black-Scholes Option Pricing Model assuming a risk-free interest rate ranging of 2.58%, an expected life of 1.5 years, an expected volatility of 85.0% no expected dividends, and a share price of $1.50 resulting in a fair value of the broker warrants was $109 and classified in equity.
During the nine months ended September 30, 2025, 1,000 warrants were exercised for proceeds of $2.
| 13. | Other Non-Operating Income (Expense) |
The Company’s Other Non-Operating Income (Expense) comprises the following for the three and nine months ended September 30, 2025 and 2024:
| For the three months ended September 30, |
For the nine months ended September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Foreign exchange gain (loss) | $ | (1,777 | ) | $ | 1,088 | $ | 2,127 | $ | (683 | ) | ||||||
| Interest expense | (2,420 | ) | (2,691 | ) | (8,868 | ) | (5,094 | ) | ||||||||
| Realized gain on marketable securities | - | 19 | 1 | 45 | ||||||||||||
| Extinguishment of debt and recognition of governmental loans (Note 9) | 3,311 | - | 3,311 | - | ||||||||||||
| Other non-operating income | 51 | 510 | 80 | 513 | ||||||||||||
| $ | (835 | ) | $ | (1,074 | ) | $ | (3,349 | ) | $ | (5,219 | ) | |||||
Page
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
| 14. | Loss Per Share |
The following table sets forth the computation of basic and diluted loss per share for the three and nine months ended September 30, 2025 and 2024:
| For the three months ended September 30, |
For the nine months ended September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Numerator | ||||||||||||||||
| Net loss for the period – basic and diluted | $ | (4,735 | ) | $ | (2,941 | ) | $ | (19,420 | ) | $ | (20,781 | ) | ||||
| Denominator | ||||||||||||||||
| Basic and Diluted – weighted average number of shares outstanding | 17,809,773 | 14,317,536 | 16,873,739 | 14,212,773 | ||||||||||||
| Loss Per Share – Basic and Diluted | $ | (0.27 | ) | $ | (0.21 | ) | $ | (1.15 | ) | $ | (1.46 | ) | ||||
The basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The diluted loss per share reflects the potential dilution of common share equivalents, such as outstanding stock options, and share purchase warrants, in the weighted average number of common shares outstanding during the period, if dilutive.
Conversion option, share purchase warrants and stock options were excluded from the calculation of diluted weighted average number of common shares outstanding for the three and nine months ended September 30, 2025 and 2024 as the warrants and stock options were anti-dilutive.
| 15. | Management of Capital |
The Company’s objectives when managing capital are to ensure it has sufficient cash available to support its future Refinery expansion and exploration activities; and ensure compliance with debt covenants under the convertible notes arrangement.
The Company manages its capital structure, consisting of cash and cash equivalents, share capital and debt (convertible notes and loans), and will make adjustments depending on the funds available to the Company for its future Refinery expansion and exploration activities. The Board of Directors does not establish quantitative return on capital criteria for management but rather relies on the expertise of the Company’s management to sustain future development of the business.
Management reviews its capital management approach on an ongoing basis and believes that this approach, given the size of the Company, is reasonable. Other than the reportable minimum liquidity balance covenant under the convertible note arrangement, the Company is not subject to externally imposed capital requirements. The convertible notes arrangement does not impose any quantitative ratio covenants on the Company in the normal course of construction and operation of its current assets.
Page
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
| 16. | Fair Value Measurements |
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorized within the fair value
hierarchy, described, as follows, based on the lowest-level input that is significant to the fair value measurement as a whole:
Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 — Quoted prices in markets that are not active or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3 — Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.
Assets and Liabilities Measured at Fair Value
The Company’s fair value of financial assets and liabilities were as follows:
| Classification | ||||||||||||||||||||
| September 30, 2025 |
Fair value through profit or loss |
Amortized cost |
Level 1 |
Level 3 |
Total Fair Value |
|||||||||||||||
| Assets: | ||||||||||||||||||||
| Cash and cash equivalents | $ | - | $ | 3,044 | $ | - | $ | - | $ | 3,044 | ||||||||||
| Restricted cash | - | 1,208 | - | - | 1,208 | |||||||||||||||
| Receivables | - | 412 | - | - | 412 | |||||||||||||||
| $ | - | $ | 4,664 | $ | - | $ | - | $ | 4,664 | |||||||||||
| Liabilities: | ||||||||||||||||||||
| Accounts payable and accrued liabilities | $ | - | $ | 6,706 | $ | - | $ | - | $ | 6,706 | ||||||||||
| Accrued interest | - | 10,951 | - | - | 10,951 | |||||||||||||||
| Long-term government loan payable | - | 5,008 | - | - | 5,008 | |||||||||||||||
| Bridge loan | 2,784 | 2,784 | ||||||||||||||||||
| Convertible Notes payable 1 | 65,867 | - | - | 65,867 | 65,867 | |||||||||||||||
| Warrants - Convertible Notes payable 1 | 482 | - | - | 482 | 482 | |||||||||||||||
| US Warrants | 1,253 | - | - | 1,253 | 1,253 | |||||||||||||||
| Royalty | - | 1,226 | - | - | 1,226 | |||||||||||||||
| $ | 67,602 | $ | 26,675 | - | $ | 67,602 | $ | 94,277 | ||||||||||||
Page
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
| Classification | ||||||||||||||||||||
| December 31, 2024 |
Fair value through profit or loss |
Amortized cost |
Level 1 |
Level 3 |
Total Fair Value |
|||||||||||||||
| Assets: | ||||||||||||||||||||
| Cash and cash equivalents | $ | - | $ | 3,717 | $ | - | $ | - | $ | 3,717 | ||||||||||
| Restricted cash | - | 1,208 | - | - | 1,208 | |||||||||||||||
| Receivables | - | 1,310 | - | - | 1,310 | |||||||||||||||
| Marketable securities | 12 | - | 12 | - | 12 | |||||||||||||||
| $ | 12 | $ | 6,235 | $ | 12 | $ | - | $ | 6,247 | |||||||||||
| Liabilities: | ||||||||||||||||||||
| Accounts payable and accrued liabilities | $ | - | $ | 3,579 | $ | - | $ | - | $ | 3,579 | ||||||||||
| Accrued interest | - | 2,799 | - | - | 2,799 | |||||||||||||||
| Long-term government loan payable | - | 7,824 | - | - | 7,824 | |||||||||||||||
| Convertible Notes payable 1 | 63,963 | - | - | 63,963 | 63,963 | |||||||||||||||
| Warrants - Convertible Notes payable 1 | 1,582 | - | - | 1,582 | 1,582 | |||||||||||||||
| Royalty | - | 1,283 | - | - | 1,283 | |||||||||||||||
| $ | 65,545 | $ | 15,485 | - | $ | 65,545 | $ | 81,030 | ||||||||||||
1 Components of 2028 and 2027 Notes payable, see Note 10.
Valuation techniques
A) Marketable securities
Marketable securities are included in Level 1 as these assets are quoted on active markets.
B) Convertible Notes
For the convertible notes payable designated at fair value through profit or loss, the valuation is derived by a finite difference method, whereby the convertible debt as a whole is viewed as a hybrid instrument consisting of two components, an equity component (i.e., the conversion option) and a debt component, each with different risks. The key inputs in the valuation include risk-free rates, share price, equity volatility, and credit spread. As there are significant unobservable inputs used in the valuation, the convertible notes payable is included in Level 3.
Methodologies and procedures regarding Level 3 fair value measurements are determined by the Company’s management. Calculation of Level 3 fair values is generated based on underlying contractual data as well as observable and unobservable inputs. Development of unobservable inputs requires the use of significant judgment. To ensure reasonability, Level 3 fair value measurements are reviewed and validated by the Company’s management. Review occurs formally on a quarterly basis or more frequently if review and monitoring procedures identify unexpected changes to fair value.
While the Company considers its fair value measurements to be appropriate, the use of reasonably alternative assumptions could result in different fair values. On a given valuation date, it is possible that other market participants could measure a same financial instrument at a different fair value, with the valuation techniques and inputs used by these market participants still meeting the definition of fair value. The fact that different fair value measurements exist reflects the judgment, estimates and assumptions applied as well as the uncertainty involved in determining the fair value of these financial instruments.
Page
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
The fair value of the 2028 Notes has been estimated based on significant unobservable inputs which are equity volatility and credit spread. The Company used an equity volatility of 65% (December 31, 2024 – 63%). If the Company had used an equity volatility that was higher or lower by 10%, the potential effect would be an increase of $368 (December 31, 2024 - $963) or a decrease of $242 (December 31, 2024 - $826) to the fair value of the 2028 Notes. The Company used a credit spread of 28.1% (December 31, 2024 – 26.3%). If the Company had used a credit spread that was higher or lower by 5%, the potential effect would be an increase of $4,340 (December 31, 2024 - $4,901) or a decrease of $4,932 (December 31, 2024 - $4,273) to the fair value of convertible note payable.
The fair value of the 2027 Notes has been estimated based on significant unobservable inputs which are equity volatility and credit spread. The Company used an equity volatility of 65% (December 31, 2024 – 63%). If the Company had used an equity volatility that was higher or lower by 10%, the potential effect would be an increase of $207 (December 31, 2024 - $204) or a decrease of $234 (December 31, 2024 - $198) to the fair value of the convertible note payable. The Company used a credit spread of 28.1% (December 31, 2024 – 26.3%). If the Company had used a credit spread that was higher or lower by 5%, the potential effect would be a decrease of $308 (December 31, 2024 - $218) or an increase of $351 (December 31, 2024 – $275) to the fair value of convertible note payable.
C) Warrants – Convertible Notes
The 2028 Warrants issued are accounted for at fair value through profit or loss are valued using a Monte Carlo Simulation Model to better model the variability in exercise date. The key inputs in the valuation include risk-free rates and equity volatility. As there are significant unobservable inputs used in the valuation, the financial derivative liability is included in Level 3.
The fair value of the 2028 Warrants has been estimated using a significant unobservable input which is equity volatility. The Company used an equity volatility of 64% (December 31, 2024 – 63%). If the Company had used an equity volatility that was higher or lower by 10%, the potential effect would be an increase of $57 (December 31, 2024 - $200) or a decrease of $134 (December 31, 2024 - $227) to the fair value of the warrants.
D) Royalty
The fair value of the Royalty has been estimated at inception using a discounted cash flow model. The key inputs in the valuation include the effective interest rate of 19.2% and cash flows estimates of future operating and gross revenues. As there are significant unobservable inputs used in the valuation, the Royalty is included in Level 3. A 10% increase or decrease in the effective interest rate would be an increase of $414 (December 31, 2024 - $250) or a decrease of $721 (December 31, 2024 - $213) to the fair value of the royalty.
E) Other Financial Derivative Liability (US Warrants and 2026 Warrants)
The fair value of the US Warrants issued in foreign currency as at September 30, 2025 was $Nil (December 31, 2024 - $Nil) and is accounted for at FVTPL. The valuation of warrants where the strike price is in US dollars and the warrants can be exercised at a time prior to expiry. The Company uses a Monte Carlo Simulation Model to better model the variability in exercise dates. The key inputs in the valuation include risk-free rates and equity volatility. As there are significant unobservable inputs used in the valuation, the financial derivative liability is included in Level 3.
Page
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
The fair value of the 2026 Warrants issued in foreign currency as at September 30, 2025 was $1,253 (December 31, 2024 - $Nil) and is accounted for at FVTPL. The valuation of warrants where the strike price is in US dollars and the warrants can be exercised at a time prior to expiry. The Company uses the Black Scholes Option Pricing Model. The key inputs in the valuation include risk-free rates and equity volatility. As there are significant unobservable inputs used in the valuation, the financial derivative liability is included in Level 3.
The Company used an equity volatility of 72%. If the Company used an equity volatility that was higher or lower by 10%, the potential effect would be an increase of $205 or a decrease of $208 to the fair value of the embedded derivative.
| 17. | Commitments and Contingencies |
From time to time, the Company and/or its subsidiaries may become defendants in legal actions and the Company intends to defend itself vigorously against all legal claims. Electra is not aware of any unrecorded claims against the Company that could reasonably be expected to have a materially adverse impact on the Company’s condensed interim consolidated financial position, results of operations or the ability to carry on any of its business activities.
As at September 30, 2025, the Company’s commitments relate to purchase and services commitments for work programs relating to Refinery expansion and payments under financing arrangements. The Company had the following commitments as at September 30, 2025.
| 2025 | 2026 | 2027 | 2028 | Thereafter | Total | |||||||||||||||||||
| Purchase commitments | $ | 895 | $ | - | $ | - | $ | - | $ | - | $ | 895 | ||||||||||||
| Convertible notes payments 1 | - | - | 35,897 | 86,289 | - | 122,186 | ||||||||||||||||||
| Government loan payments | 9 | 36 | 36 | 1,615 | 8,734 | 10,430 | ||||||||||||||||||
| Lease payments | 42 | 118 | 43 | - | - | 203 | ||||||||||||||||||
| Royalty payments 2 | - | - | - | 198 | 2,945 | 3,143 | ||||||||||||||||||
| Other | 278 | 70 | - | - | 2,088 | 2,436 | ||||||||||||||||||
| $ | 1,224 | $ | 224 | $ | 35,976 | $ | 88,102 | $ | 13,767 | $ | 139,293 |
1 Convertible notes payment amounts are based on contractual maturities of 2028 Notes, 2027 Notes and the assumption that it would remain outstanding until maturity. Interest is calculated based on terms as at September 30, 2025.
2 Royalty payments are estimated amounts associated with the royalty agreements entered with the convertible debt holders as part of the 2028 Notes offering. The estimated amounts and timing are subject to changes in cobalt sulfate prices, timing of completion of the refinery, reaching commercial operations and timing and amounts of sales.
As a result of a financial restructuring transaction which closed on October 22, 2025, certain commitments and contingencies within the table above, including convertible notes payments, have experienced material changes subsequent to September 30, 2025. See Note 20 Subsequent Events herein.
Page
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
| 18. | Segmented Information |
The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The CODM reviews the results of Company’s refinery business and exploration and evaluation activities as discrete business units, separate from the rest of the Company’s activities which are reviewed on an aggregate basis.
The Company’s exploration and evaluation activities are located in Idaho, USA, with its head office function in Canada. All of the Company’s capital assets, including property and equipment, and exploration and evaluation assets are located in Canada and USA, respectively.
| (a) | Segmented operating results for the three months ended September 30, 2025 and 2024: |
| For the three months ended September 30, 2025 | Refinery | Exploration and Evaluation | Corporate and Other | Total | ||||||||||||
| Operating expenses | ||||||||||||||||
| Consulting and professional fees | $ | 83 | $ | - | $ | 1,364 | $ | 1,447 | ||||||||
| Exploration and evaluation expenditures | - | 144 | - | 144 | ||||||||||||
| General and administrative | 203 | 2 | 390 | 595 | ||||||||||||
| Investor relations and marketing | - | - | 115 | 115 | ||||||||||||
| Salaries and benefits | 380 | - | 1,184 | 1,564 | ||||||||||||
| Share-based payments | - | - | 193 | 193 | ||||||||||||
| Operating loss | $ | 666 | $ | 146 | $ | 3,246 | $ | 4,058 | ||||||||
| Gain on financial derivative liability - Convertible Notes | - | - | 161 | 161 | ||||||||||||
| Changes in US Warrants and 2026 US Warrants | - | - | (3 | ) | (3 | ) | ||||||||||
| Other non-operating loss | - | - | (835 | ) | (835 | ) | ||||||||||
| Income loss before taxes | $ | 666 | $ | 146 | $ | 3,923 | $ | 4,735 |
| For the three months ended September 30, 2024 | Refinery | Exploration and Evaluation | Corporate and Other | Total | ||||||||||||
| Operating expenses | ||||||||||||||||
| Consulting and professional fees | $ | 130 | $ | - | $ | 477 | $ | 607 | ||||||||
| Exploration and evaluation expenditures | - | 66 | - | 66 | ||||||||||||
| General and administrative | 330 | - | 520 | 850 | ||||||||||||
| Investor relations and marketing | - | - | 279 | 279 | ||||||||||||
| Salaries and benefits | 463 | - | 922 | 1,385 | ||||||||||||
| Share-based payments | - | - | 318 | 318 | ||||||||||||
| Operating loss | $ | 923 | $ | 66 | $ | 2,516 | $ | 3,505 | ||||||||
| Unrealized gain on marketable securities | - | - | 14 | 14 | ||||||||||||
| Loss on financial derivative liability - Convertible Notes | - | - | 1,573 | 1,573 | ||||||||||||
| Changes in US Warrants | - | - | 51 | 51 | ||||||||||||
| Other non-operating loss | - | - | (1,074 | ) | (1,074 | ) | ||||||||||
| Loss before taxes | $ | 923 | $ | 66 | $ | 1,952 | $ | 2,941 |
Page
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
Segmented operating results for the nine months ended September 30, 2025 and 2024:
| For the nine months ended September 30, 2025 | Refinery | Exploration and Evaluation | Corporate and Other | Total | ||||||||||||
| Operating expenses | ||||||||||||||||
| Consulting and professional fees | $ | 462 | $ | - | $ | 3,053 | $ | 3,515 | ||||||||
| Exploration and evaluation expenditures | - | 233 | - | 233 | ||||||||||||
| General and administrative | 1,076 | 4 | 1,281 | 2,361 | ||||||||||||
| Investor relations and marketing | - | - | 326 | 326 | ||||||||||||
| Salaries and benefits | 1,345 | - | 2,769 | 4,114 | ||||||||||||
| Share-based payments | - | - | 748 | 748 | ||||||||||||
| Operating loss | $ | 2,883 | $ | 237 | $ | 8,177 | $ | 11,297 | ||||||||
| Unrealized gain on marketable securities | - | - | 4 | 4 | ||||||||||||
| Loss on financial derivative liability - Convertible Notes | - | - | (4,675 | ) | (4,675 | ) | ||||||||||
| Changes in US Warrants | - | - | (103 | ) | (103 | ) | ||||||||||
| Other non-operating loss | - | - | (3,349 | ) | (3,349 | ) | ||||||||||
| Loss before taxes | $ | 2,883 | $ | 237 | $ | 16,300 | $ | 19,420 |
| For the nine months ended September 30, 2024 | Refinery | Exploration and Evaluation | Corporate and Other | Total | ||||||||||||
| Operating expenses | ||||||||||||||||
| Consulting and professional fees | $ | 329 | $ | - | $ | 2,493 | $ | 2,822 | ||||||||
| Exploration and evaluation expenditures | - | 210 | - | 210 | ||||||||||||
| General and administrative | 588 | - | 1,687 | 2,275 | ||||||||||||
| Investor relations and marketing | - | - | 583 | 583 | ||||||||||||
| Salaries and benefits | 1,123 | - | 1,956 | 3,079 | ||||||||||||
| Share-based payments | - | - | 1,298 | 1,298 | ||||||||||||
| Operating loss | $ | 2,040 | $ | 210 | $ | 8,017 | $ | 10,267 | ||||||||
| Unrealized gain on marketable securities | - | - | 314 | 314 | ||||||||||||
| Loss on financial derivative liability - Convertible Notes | - | - | (5,611 | ) | (5,611 | ) | ||||||||||
| Changes in US Warrants | - | - | 2 | 2 | ||||||||||||
| Other non-operating loss | - | - | (5,219 | ) | (5,219 | ) | ||||||||||
| Loss before taxes | $ | 2,040 | $ | 210 | $ | 18,531 | $ | 20,781 |
Segmented assets and liabilities as at September 30, 2025 and December 31, 2024:
| Total Assets | Total Liabilities | |||||||||||||||
|
September 30, 2025 |
December 31, 2024 |
September 30, 2025 |
December 31, 2024 | |||||||||||||
| Refinery | $ | 52,275 | $ | 52,434 | $ | 3,286 | $ | 3,707 | ||||||||
| Exploration and Evaluation 1 | 90,279 | 93,276 | 61 | 87 | ||||||||||||
| Corporate and Other | 5,528 | 5,737 | 96,700 | 83,335 | ||||||||||||
| $ | 148,082 | $ | 151,447 | $ | 100,047 | $ | 87,129 | |||||||||
1 Total non-current assets comprising of exploration and evaluation assets in the amount of $90,169 (December 31, 2024 - $93,200) are located in Idaho, USA. All other assets are located in Canada.
Page
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
| 19. | Related Party Transactions |
The Company’s related parties include key management personnel and companies related by way of directors or shareholders in common. The Company paid and/or accrued during the three and nine months ended September 30, 2025 and 2024, the following fees to management personnel and directors.
| For the three months ended September 30, |
For the nine months ended September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Management | $ | 1,065 | $ | 812 | $ | 2,395 | $ | 1,649 | ||||||||
| Directors’ fees | 58 | 46 | 158 | 131 | ||||||||||||
| $ | 1,123 | $ | 858 | $ | 2,553 | $ | 1,780 | |||||||||
During the three and nine months ended September 30, 2025, the Company had share-based payments made to management and directors of $143 and $525, respectively (for the three and nine months ended September 30, 2024 - $330 and $1,163, respectively).
As at September 30, 2025, the accrued liabilities balance for related parties was $1,711 (December 31, 2024 - $161), which relates mainly to compensation accruals.
| 20. | Subsequent Events |
| (a) | On October 22, 2025, the Company announced the closing of its US$34,500 financing (the “Offering”) which was completed pursuant to the terms of an agency agreement (“Agency Agreement”) and entered into by the Company with certain institutions (the “Agents”). In accordance with the Agency Agreement, an aggregate of 46,000,000 units of the Company (each, a “Unit”), were issued in a private placement at a price of US$0.75 (the “Issue Price”) per Unit. |
Each Unit consists of one common share (each, a “Common Share”) and one Common Share purchase warrant (each, a “Warrant”), with each Warrant entitling the holder thereof to purchase one Common Share at a price of US$1.25 for a period commencing on the date that is 60 days following the completion of the Offering until October 22, 2028.
As consideration for their services, at the Closing of the Offering (the “Closing Date”), the Company paid aggregate cash commission of US$1,851 to the Agents. The Company also issued an aggregate of 2,416,884 non-transferable warrants to purchase Common Shares to the Agents (the “Broker Warrants”). Each Broker Warrant entitles the holder to acquire one Common Share at the Issue Price, at any time on or before the date that is 36 months following the Closing Date.
| (b) | Concurrently with the closing of the Offering, the Company also closed a concurrent financial restructuring transaction (the “Restructuring”) with the holders (the “Lenders”) of the Company’s existing Notes, pursuant to which: |
| · | the Lenders and the Company entered into exchange agreements (each, an “Exchange Agreement”) and collectively, (the “Exchange Agreements”) pursuant to which each of the Lenders exchanged 60% of the aggregate principal amount of the 2028 and 2027 Notes )beneficially owned or held by each of the Lenders, plus the aggregate amount of all accrued and unpaid interest (including any deferred interest amounts) to but excluding October 9, 2025, for Units at a price of US$0.75 per Unit (the “Equity Exchange”); |
Page
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| (expressed in thousands of Canadian dollars) |
| · | the Lenders exchanged the remaining 40% of the aggregate principal amount and the aggregate amount of all accrued and unpaid interest of the Notes for an equal aggregate principal amount of a new term loan (the “New Term Loan”) pursuant to a credit agreement and 3,822,341 Common Shares (the “Debt Exchange”). Interest on the New Term Loan will be payable in cash or in kind at the Company’s election at a rate per annum of 8.99% if paid in cash or 11.125% if paid in kind. The New Term Loan matures on October 22, 2028 and is callable prior to maturity, in part or in full, at a percentage of par (105% during first year, 103% during the second year and 101% during the third year) plus accrued and unpaid interest through the redemption date; |
| · | to the extent that the Equity Exchange and the Debt Exchange would result in any Lender, 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 Lender, beneficially owning Common Shares in excess of 9.90% of the issued and outstanding Common Shares following the Offering and the Restructuring, such Lender received Pre-Funded Warrants (“Pre-Funded Warrants”) in lieu of the excess amount of Common Shares underlying the Units which would otherwise have been issuable. Each Pre-Funded Warrant is exercisable by the holder thereof to acquire one (1) Common Share (“Pre-Funded Warrant Share”) at an exercise price of US$0.000001 per Pre-Funded Warrant Share, subject to adjustment in accordance with the terms thereof, for an indefinite period without expiry. As a result, the Company issued an aggregate of 27,128,396 Common Shares, 55,041,712 Warrants and 31,735,657 Pre-Funded Warrants to the Lenders under the Equity Exchange and the Debt Exchange; |
| · | an aggregate of 3,835,378 common share purchase warrants held by the Lenders were cancelled; |
| · | the Company entered into amended and restated royalty agreements with the Lenders amending the royalty agreements (the “Royalty Agreements”) dated as of February 13, 2023 to (i) extend the length of the royalty on revenues from five years following the commencement of commercial production to seven years following the commencement of commercial production and (ii) raise the aggregate cap under all Royalty Agreements from US$6,000 to US$10,000 (each, an “Amended & Restated Royalty Agreement” and collectively, the “Amended & Restated Royalty Agreements”); and |
| · | the Company repaid the US$2,000 aggregate principal amount of unsecured 90-day promissory notes (“Bridge Loan”) for an aggregate of US$2,040, inclusive of interest. |
| (c) | On October 29, 2025, in accordance with the Company’s Long-Term Incentive Plan approved by shareholders at the annual general meeting on June 24, 2025, Electra issued 2,669,000 incentive stock options (the “Options”), 179,000 restricted share units (“RSUs”), and 271,000 deferred share units (“DSUs”) to certain directors, officers, employees, and contractors. |
The RSUs will vest in two equal tranches on the first and second anniversaries of the grant date and may be settled in cash or shares at the discretion of the Company. The DSUs will be settled in shares when the holder ceases to serve as a director. The Options are exercisable for three years at a price of C$1.97 and will vest in two equal tranches on the first and second anniversaries of the grant date. Completion of the incentive grants remains subject to the approval of the TSX Venture Exchange.
Exhibit 99.2

ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 and 2024
(EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)
ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(expressed in thousands of Canadian dollars)
Contents
| General | 3 |
| Company Information | 3 |
| Highlights | 3 |
| Projects & Outlook | 7 |
| Summary of Quarterly Results | 10 |
| Results of Operations for the Three Months Ended September 30, 2025 | 10 |
| Summary of Nine Months Ended September 30, 2025 and 2024 Results | 11 |
| Results of Operations for the Nine Months Ended September 30, 2025 | 11 |
| Selected Quarterly Financial Information | 12 |
| Capital Structure, Resources & Liquidity | 12 |
| Capital Structure | 12 |
| Liquidity | 14 |
| Commitments | 14 |
| Related Party Transactions | 15 |
| Off Balance Sheet Arrangements | 15 |
| Financial Instruments | 15 |
| Risk Management | 15 |
| Financial Risk Factors | 15 |
| Business Risks and Uncertainties | 16 |
| Significant Accounting Estimates | 19 |
| Future Changes in Accounting Policies & Initial Adoption | 19 |
| Internal Control Over Financial Reporting | 19 |
| Cautionary Statement Regarding Forward-Looking Statements | 20 |
| Page |
ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(expressed in thousands of Canadian dollars)
General
This Management’s Discussion and Analysis (“MD&A”) of Electra Battery Materials Corporation (“Electra” or the “Company”) was prepared as at November 12, 2025, and provides analysis of the Company’s financial results for the three and nine months ended September 30, 2025 and 2024. The information herein should be read in conjunction with the condensed interim consolidated financial statements for the three and nine months ended September 30, 2025 and 2024 and consolidated financial statements for the years ended December 31, 2024, and 2023 with accompanying notes which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All dollar figures, excluding share prices, are expressed in thousands of Canadian dollars unless otherwise stated. Financial Statements are available at www.sedarplus.com and the Company’s website www.electrabmc.com.
Company Information
Electra Battery Materials Corporation was incorporated on July 13, 2011, under the Business Corporations Act of British Columbia (the “Act”). On September 4, 2018, the Company filed a Certificate of Continuance into Canada and adopted Articles of Continuance as a Federal Company under the Canada Business Corporations Act (the “CBCA”). On December 6, 2021, the Company changed its corporate name from First Cobalt Corp. to Electra Battery Materials Corporation to better align with its strategic vision.
The Company is in the business of producing battery materials, including refining material from mining operations and from the recycling of battery scrap and end of life batteries. Electra is focused on building a diversified portfolio of assets that are highly leveraged to critical minerals and the battery supply chain with assets located in North America. The Company has two significant North American assets:
| (i) | a hydrometallurgical refinery located in Ontario, Canada (the “Refinery”); and |
| (ii) | a number of properties and option agreements within the Idaho Cobalt Belt (the “Idaho Properties”), including the Company’s flagship mineral project, Iron Creek (the “Iron Creek Project”). |
Electra is a public company whose common shares are listed on the TSX Venture Exchange (“TSXV”) and on the Nasdaq Capital Market (“Nasdaq”) and trades under the symbol ELBM in both cases.
The Company’s registered and records office is Suite 2400, Bay-Adelaide Centre, 333 Bay Street, Toronto, Ontario, M5H 2T6. The Company’s head office is located at 133 Richmond Street W, Suite 602, Toronto, Ontario, M5H 2L3.
Highlights
Nine months ended September 30, 2025 and through the date of this document
(includes some history for context)
Refinery Project
The Company continued progressing plans to recommission and expand the Refinery with a view to becoming the first refiner of battery grade cobalt sulfate in North America.
| · | On June 19, 2025, the Company announced the launch of an early-works program encompassing targeted site-level activities designed to prepare for the restart of full-scale construction at its cobalt sulfate refinery in Temiskaming Shores, Ontario. The program included installation of concrete foundations for solvent-extraction (SX) tanks, processing equipment placement, structural roof work, and upgrades to power and septic systems. The Company announced the successful completion of the program on September 3, 2025. |
| · | On July 31, 2025, the Company announced the start of the metallurgical testing on cobalt feedstock from two strategic North American sources: the historic Cobalt Camp in Ontario and the Company’s Iron Creek cobalt and copper project in Idaho. The objective of this initiative is to strengthen and diversify Electra’s cobalt refinery feedstock pipeline by integrating domestic sources alongside existing global supply partners. |
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ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(expressed in thousands of Canadian dollars)
| · | On November 5, 2025, the Company announced the resumption of construction at its cobalt sulfate refinery in Temiskaming Shores, Ontario, following the arrangement of approximately US $82 million in project financing. To support execution, Electra has engaged EXP to provide construction-management services for the reactivation program. Current work focuses on site preparation and reinstatement of mechanical, electrical, and instrumentation systems, alongside detailed engineering (including completion of P&IDs, HAZOP reviews, and as-built scans). Key activities underway include the procurement and reactivation of critical components, tendering of major mechanical and electrical packages, and upgrades to conveyor systems and electrical infrastructure. |
| · | On November 10, 2025, Electra announced the issuance of the major mechanical, instrumentation, and piping (“MIP”) tender package as part of its refinery construction work. The tender encompasses installation of critical processing systems, including mechanical equipment setting, pipefitting, instrumentation hook-up, structural tie-ins, and utility connections—all essential for integrating the refinery’s core operating units. Issuing the MIP tender demonstrates Electra’s readiness to advance into sustained construction activity following several months of detailed engineering, site preparation, and procurement. |
Financing & Government Support
On March 21, 2025, Electra announced receipt of a Letter of Intent (“LOI”) from the Government of Canada outlining a proposed C$20,000 funding contribution to support construction of the Company’s cobalt sulfate refinery in Temiskaming Shores, Ontario. The LOI represents a significant step toward securing federal participation in the project.
This proposed support builds upon prior commitments announced in 2024, including a US$20,000 award from the U.S. Department of War (previously Department of Defense) under Title III of the Defense Production Act, intended to advance completion of the refinery.
In addition, on September 12, 2025, the Company signed a term sheet with Invest Ontario, an agency of the Government of Ontario, for $17,500 in proposed funding to further support refinery construction. Both the LOI and the term sheet express the parties’ intent to negotiate definitive documentation, but do not constitute binding agreements, and there can be no assurance that final agreements will be executed or that the proposed fundings will be received.
On October 22, 2025, Electra announced the successful closing of a US$34,500 equity financing. An aggregate of 46,000,000 units were issued at US$0.75 per unit, each unit comprising one common share and one warrant exercisable at US $1.25 until October 22, 2028.
Concurrent with the closing of its financing on October 22, 2025, Electra completed a comprehensive financial restructuring with the holders of its senior secured convertible notes (the “Lenders”). Under the transaction, the Company exchanged approximately 60% of the outstanding principal and accrued interest of its Notes for equity units priced at US$0.75 per unit (the “Equity Exchange”) and converted the remaining 40% into a new three-year term loan maturing October 22, 2028 (the “Debt Exchange”). The new term loan bears interest at 8.99% in cash or 11.125% in kind, at the Company’s election.
To facilitate a timely and concurrent closing of both the financing and the restructuring, certain Lenders received Pre-Funded Warrants in lieu of common shares, resulting in the issuance of approximately 27,128,396 Common Shares, 55,041,712 Warrants, and 31,735,657 Pre-Funded Warrants under the restructuring. In connection with the transaction, 3,835,378 common share purchase warrants held by the Lenders were cancelled. The Company also executed Amended & Restated Royalty Agreements with its Lenders, extending the royalty term from five to seven years post-production start and increasing the cumulative royalty cap from US$6,000 to US$10,000. Additionally, Electra redeemed US$2,000 in bridge notes, plus interest, issued earlier in 2025.
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ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(expressed in thousands of Canadian dollars)
Net proceeds, together with government funding commitments announced on March 21, 2025, with the Government of Canada and September 12, 2025, by Invest Ontario, is intended to be used to complete construction of the cobalt refinery, repay US$2 million in bridge notes, and provide general working capital.
In 2023, Electra completed a capital estimate indicating approximately US$60 million of completion capital would be required to finalize construction and commissioning of the cobalt sulfate refinery in Temiskaming Shores, Ontario. This estimate serves as the current baseline for project planning. As construction resumes, the Company has initiated a detailed review and update of the 2023 estimate to reflect design optimization, current market conditions, and cost escalations. The Company’s current US $82 million funding package, including proceeds from the October 2025 financing and restructuring transactions and government commitments, is intended to support the refinery’s completion of capital requirements. However, current funding does not extend to cash interest payments on the new term loan or the advancement of Electra’s broader growth initiatives, including its Idaho Properties and black mass recycling program, which remain subject to separate funding and strategic partnership efforts.
Idaho Exploration
On October 27, 2025, Electra launched a new program to advance mineral deposit modeling and feedstock integration at its Iron Creek cobalt-copper project in Idaho, reinforcing U.S. efforts to onshore critical mineral production and strengthen domestic supply chains. The initiative builds on exploration permits secured from the U.S. Forest Service in late 2024, which provide 10-year authorization for drilling and exploration activities across the Iron Creek and Ruby deposits and adjacent optioned properties in the Idaho Cobalt Belt.
In partnership with the Centre to Advance the Science of Exploration to Reclamation in Mining (“CASERM”) at the Colorado School of Mines, Electra is conducting geological research at Iron Creek using short-wave infrared hyperspectral imaging to refine its geological model and guide a potential 2026 drilling program. Bulk sampling from Adit #1 will support metallurgical testing to validate processing parameters and evaluate future feedstock compatibility with the refinery.
The new program follows a bench-scale laboratory program announced on July 31, 2025, to evaluate cobalt feedstocks from several North American deposits and assess potential flowsheet modifications to process polymetallic sulfide concentrates at its Ontario refinery. This work is intended to complement existing supply arrangements with Glencore and Eurasian Resources Group (ERG) and supports the goal of integrating future domestic mine feed, including potential production from Idaho, into the Company’s refining operations.
Refining & Recycling of Black Mass
The Company launched a black mass trial late in 2022 at the Refinery to recover high-value elements found in shredded lithium-ion batteries. To date, Electra has produced quality nickel-cobalt mixed hydroxide, technical grade lithium carbonate, and graphite products in its black mass recycling trial, and the Company continues to advance this project.
On June 5, 2025, the Company announced the completion of a feasibility level Class 3 Engineering Study for the construction of a modular battery recycling facility adjacent to its cobalt sulfate refinery. The facility will be designed to recover lithium, nickel, cobalt, manganese, and graphite from lithium-ion battery manufacturing scrap and end-of-life batteries using Electra’s proprietary hydrometallurgical process. A successful 2023 trial processed 40 tonnes of black mass from shredded lithium-ion batteries, recovering critical minerals including commercial grade nickel, cobalt, and lithium.
On June 12, 2025, the Company and Three Fires Group announced progress on the Aki Battery Recycling joint venture. Aki is Canada’s first Indigenous-led lithium-ion battery recycling initiative, advancing a low-emission, circular solution for battery waste. Since launching in 2024, Aki has shortlisted technology partners, engaged with government for funding, and is evaluating sites near First Nations lands. Through partnership with Electra’s refinery, Aki aims to establish a fully Canadian closed-loop supply chain for critical battery materials.
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ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(expressed in thousands of Canadian dollars)
The Aki joint venture aims to reduce the carbon footprint of the battery materials supply chain and contribute to the participation of First Nations communities in the energy transition.
Corporate
In 2025, Electra continued to strengthen its governance and leadership team through several key appointments to its Board of Directors and executive ranks. On February 25, 2025, the Company appointed Alden Greenhouse, Vice President of Critical and Strategic Minerals at Agnico Eagle Mines Limited, to its Board of Directors, adding deep industry and operational expertise in global mining and critical minerals development.
On August 25, 2025, David Stetson, a seasoned executive with over 14 years of CEO experience in the natural resources sector, was appointed to the Board, enhancing the Company’s strategic and operational leadership capabilities.
The Board was further expanded with the September 9, 2025 nomination of Rear Admiral Gerard Hueber (Retired), a decorated naval officer and former Vice President of Naval Power Requirements and Capabilities at Raytheon, and the September 23, 2025 nomination of Jody Thomas, Canada’s former National Security and Intelligence Advisor to the Prime Minister, both bringing extensive experience in defense, security, and government policy.
Following their election at the Annual General and Special Meeting held on October 15, 2025, both Mr. Hueber and Ms. Thomas were appointed to the Board.
Most recently, on October 29, 2025, the Company appointed Paolo Toscano, P.Eng., as Vice President, Projects and Engineering, to oversee project execution and engineering at its refinery project in Ontario. With more than three decades of experience leading large-scale mining and metals projects across North America, Mr. Toscano is an accomplished professional engineer, metallurgist, and mining executive with a record of technical excellence, operational discipline, and strategic leadership.
Also on October 29, 2025, in accordance with the Long-Term Incentive Plan approved at the Annual General Meeting on June 24, 2025, Electra granted 2,669,000 stock options, 179,000 restricted share units (RSUs), and 271,000 deferred share units (DSUs) to directors, officers, employees, and contractors. These long-term incentive awards are intended to retain and motivate key personnel and align their interests with those of shareholders. The RSUs vest in two equal tranches over two years and may be settled in cash or shares at the Company’s discretion. The DSUs will be settled in shares when the holder ceases to serve as a director. The Options are exercisable for three years at C$1.97 per share and vest in two equal tranches on the first and second anniversaries of the grant date. Completion of the incentive grants remains subject to the approval of the TSX Venture Exchange.
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ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(expressed in thousands of Canadian dollars)
Projects & Outlook
The Company’s vision is to build a North American supply of battery materials with a focus on refining material from mining operations and from the recycling of battery scrap and end of life batteries. The Company’s primary asset is the wholly owned Refinery located in Ontario, Canada. The Company also owns the Idaho Properties within the Idaho cobalt belt in the United States. The Idaho Properties include the Iron Creek cobalt-copper project and other minerals projects. The Company also holds royalty interests over several silver and cobalt properties in Ontario known as the Cobalt Camp.
The Refinery
The Company has been progressing plans to recommission and expand the Refinery with a view to becoming the first refiner of battery grade cobalt sulfate in North America. Electra’s primary focus is to advance the expansion and recommissioning of the Refinery. The Refinery will begin with an initial production target of 5,100 tonnes per year of battery-grade cobalt sulfate, sourced from cobalt hydroxide supplied by certified mining operations in the Democratic Republic of Congo. The Company then plans to secure a permit amendment and undertake further expansion of certain refinery circuits to increase cobalt production to 6,500 tonnes per year of battery-grade cobalt sulfate, matching the Refinery’s crystallization circuit’s capacity. The Company has invested in larger equipment to enable this future production increase.
Future growth initiatives at the Refinery may include recycling black mass from spent or off-spec lithium-ion batteries sourced from various battery shredders in the United States and other regions; constructing a nickel sulfate plant, potentially providing essential components (excluding manganese) to attract a precursor manufacturer to integrate with the Company’s refining operations; and adjusting the Refinery’s specifications and leaching process to accept North American–mined cobalt.
In 2020, the Company announced the results of an engineering study on the expansion of the Refinery that demonstrated that the facility could become a significant, globally competitive producer of cobalt sulfate for the electric vehicle market. The engineering study determined the Refinery could produce 25,000 tonnes of battery-grade cobalt sulfate annually (equating to approximately 5,000 tonnes of cobalt contained in sulfate), which would represent approximately 5% of the total refined global cobalt market and 100% of the North American cobalt sulfate supply. The study indicated strong operating margins at the asset level.
The Company initiated construction to recommission the facility in 2022, however paused construction in 2023 due to impacts of post-COVID inflation and supply chain disruptions on project schedule and costs. It was determined that approximately US $60 million would be required to complete the construction. This construction cost estimate was as of 2023 and does not include inflation or escalation to current pricing. All long-lead, custom-fabricated equipment is on site, and the facility was operational throughout 2023 as a plant scale demonstration plant, processing battery black mass.
In June 2025, Electra launched an early works program to advance targeted site-level activities, including foundation work and installation of key equipment within the solvent extraction area, which was successfully completed in September 2025. Following receipt of commitments from three governments, U.S. Department of War, Government of Canada, and Invest Ontario, and completion of its October 2025 equity financing, the Company believes it has sufficient funding to complete construction and commissioning of the refinery based on the 2023 capital estimate, and initial construction reactivation commenced in November 2025.
Refining & Recycling of Black Mass
Black mass is the material left after expired lithium-ion batteries are shredded and their casings removed. It contains high-value elements including nickel, cobalt, manganese, copper, lithium, and graphite, which can be recycled to make new batteries. With increasing demand for these metals and a projected supply shortage of sustainable critical minerals such as nickel and cobalt, black mass recycling is increasingly important to the EV battery supply chain. McKinsey & Company predicts that available battery materials for recycling will grow by 20% per year through 2040.
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ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(expressed in thousands of Canadian dollars)
In February 2023, Electra completed the first plant-scale recycling of black mass material in North America, successfully recovering key metals including nickel, cobalt, and graphite using its proprietary process. By March 2023, the plant was also recovering lithium and successfully produced mixed hydroxide precipitate (MHP) at contained metal grades for nickel and cobalt above quoted market specifications. The trial also recovered copper and manganese. In the fall of 2024, the Company achieved a key milestone, producing lithium carbonate with greater than 99% purity, or technical grade, confirming it can produce high-quality, battery-grade materials from recycled black mass. To date, the Company has shipped approximately 28 tonnes of MHP to customers.
This has attracted interest from companies in the battery supply chain looking for North American refining solutions, and in June 2024, the Company received a $5,000 funding commitment from Canada’s Critical Mineral Research Development & Demonstration Program to demonstrate that its hydrometallurgical process can recycle black mass on a continuous production basis, to prove it is scalable, profitable, and reproducible at other locations.
On June 5, 2025, the Company completed a feasibility level Class 3 Engineering study for the construction of a modular battery recycling facility adjacent to its cobalt refinery north of Toronto, building on the technology and expertise accumulated during a year-long black mass recycling trial, whereby Electra produced technical grade lithium and a nickel and cobalt product from end-of-life lithium batteries.
The facility will be designed to recover lithium, nickel, cobalt, manganese, copper and graphite from lithium-ion battery manufacturing scrap and end of life batteries using the Company’s hydrometallurgical process. The next phase of work, funded in part by Natural Resources Canada, will involve operating and recycling process under continuous and semi-continuous conditions to simulate commercial scale throughput.
Exploration & Evaluation Assets
The Company is focused on building a North American battery materials supply chain. The Company’s Idaho Properties include the Iron Creek Project, its flagship exploration property; with a March 2023 resource estimate (the “2023 MRE”). The properties cover approximately 3,260 hectares with both patented and unpatented claims, as well as 600 meters of underground drifting. In addition to the Iron Creek resource, there are numerous cobalt-copper targets on the property.
The 2023 MRE includes a mineral resource estimate based on all drilling conducted through the end of 2022. The resource model calculated an indicated mineral resource of 4.45 million tonnes at 0.19% Co and 0.73% Cu and an inferred mineral resource of 1.23 million tonnes at 0.08% Co and 1.34% Cu. The mineralization remains open along strike and downdip. The resource does not include the Ruby target as sufficient drilling has not been performed to effectively calculate a volume and grade of mineralization. Management believes that there is potential to continue to expand the size of the Iron Creek resource and continue drilling at the Ruby target.
In July 2024, the Company announced a previously unknown copper surface showing, the Malachite Hill Copper Showing (the “MHS”), on an unexplored boundary area of the Redcastle Agreement claims portion of the Idaho properties. The Malachite Copper Showing was discovered in 2023 and assay results of outcrop grab samples indicate elevated copper (maximum = 2,660 parts per million copper), and low cobalt values. This finding demonstrates the presence of favourable host rocks at surface in this area of the Redcastle Property; however, the extent of the surface mineralization exposure remains to be determined. Interestingly, the MHS appears to be located approximately two (2) kilometers along strike (southeast) of Electra’s Ruby cobalt-copper target.
In the latter half of 2024, the Company received a Decision Notice for the Iron Creek Exploration Drilling from U.S. Forestry Service. The 10-year exploration permit allows the Company to undertake exploration activities including setting up 91 drilling locations, along with constructing temporary access roads and staging areas, over 11.3 acres of the Idaho properties.
On October 27, 2025, Electra launched a new program to advance mineral deposit modeling and feedstock integration at its Iron Creek cobalt-copper project in Idaho. In partnership with the Centre to Advance the Science of Exploration to Reclamation in Mining (CASERM) at the Colorado School of Mines, Electra is conducting geological research at Iron Creek using short-wave infrared hyperspectral imaging to refine its geological model and guide a potential 2026 drilling program. Bulk sampling from Adit #1 will support metallurgical testing to validate processing parameters and evaluate future feedstock compatibility with the refinery.
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ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(expressed in thousands of Canadian dollars)
Electra holds a significant land position in the Idaho Cobalt Belt, including the Iron Creek deposit and the highly prospective Ruby target area.
Asset Value Continuity
| Balance January 1, 2024 |
Foreign Exchange |
Acquisition cost |
Balance December 31, 2024 |
Foreign Exchange |
Balance September 30, 2025 |
|||||||||||||||||||
| Idaho, USA | $ | 85,634 | $ | 7,530 | $ | 36 | $ | 93,200 | $ | (3,031 | ) | $ | 90,169 | |||||||||||
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ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(expressed in thousands of Canadian dollars)
Summary of Quarterly Results
| Three months ended September 30, 2025 |
Three months ended September 30, 2024 |
|||||||
| ($) | ($) | |||||||
| Financial Position | ||||||||
| Current Assets | 4,692 | 4,629 | ||||||
| Exploration and Evaluation Assets | 90,169 | 87,435 | ||||||
| Property, plant and equipment | 51,874 | 51,443 | ||||||
| Total Assets | 148,082 | 144,715 | ||||||
| Current Liabilities | 88,098 | 64,037 | ||||||
| Long-term Liabilities | 11,949 | 15,190 | ||||||
| Operations | ||||||||
| General and administrative | 595 | 850 | ||||||
| Consulting and professional fees | 1,447 | 607 | ||||||
| Exploration and evaluation expenditures | 144 | 66 | ||||||
| Investor relations and marketing | 115 | 279 | ||||||
| Salary and benefits | 1,564 | 1,385 | ||||||
| Share-based payments | 193 | 318 | ||||||
| Total Operating Expenses | 4,058 | 3,505 | ||||||
| Change in fair value of marketable securities | — | 14 | ||||||
| Gain (loss) on financial derivative liability – Convertible Notes | 161 | 1,573 | ||||||
| Changes in fair value of US Warrant | (3 | ) | 51 | |||||
| Other non-operating expense | (835 | ) | (1,074 | ) | ||||
| Net loss | (4,735 | ) | (2,941 | ) | ||||
| Basic and diluted loss per share | (0.27 | ) | (0.21 | ) | ||||
Results of Operations for the Three Months Ended September 30, 2025
During the three months ended September 30, 2025, the Company recorded a net loss of $4,735 (net loss of $2,941 for the three months ended September 30, 2024), a loss per share of $0.27 (loss of $0.21 for the three months ended September 30, 2024).
| · | Net loss for the three months ended September 30, 2025, included a gain of $161 relating to fair value adjustment of the 2028 Notes and 2027 Notes (gain of $1,573 - for the three months ended September 30, 2024 for the 2028 Notes). The gain on the Notes is the result of changes to the US$/C$ exchange rate, discount rate, and time to maturity. |
| · | General and administrative expenses were $595 for the three months ended September 30, 2025, compared to $850 for the three months ended September 30, 2024. The majority of the decrease was due to reduced Refinery related G&A costs. |
| · | Consulting and professional fees were $1,447 for the three months ended September 30, 2025 compared to $607 for the three months ended September 30, 2024. The majority of the increase was related to higher legal fees associated with debt restructuring. |
| · | Salary and benefits were $1,564 for the three months ended September 30, 2025, compared to $1,385 for the three months ended September 30, 2024. The increase was due to higher number of employees rather than contractors during the current period and lower compensation and benefits accruals during the previous comparable period. |
| · | Shared-based payments for the three months ended September 30, 2025, of $193 compared to $318 for the three months ended September 30, 2024. The decrease was due to quantity and timing of options granted and corresponding expensing thereof. |
| · | Exploration and evaluation expenditures were $144 for the three months ended September 30, 2025, compared to $66 for the three months ended September 30, 2024. |
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ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(expressed in thousands of Canadian dollars)
Summary of Nine Months Ended September 30, 2025 and 2024 Results
| Nine months ended September 30, 2025 |
Nine months ended September 30, 2024 |
|||||||
| ($) | ($) | |||||||
| Operations | ||||||||
| General and administrative | 2,361 | 2,275 | ||||||
| Consulting and professional fees | 3,515 | 2,822 | ||||||
| Exploration and evaluation expenditures | 233 | 210 | ||||||
| Investor relations and marketing | 326 | 583 | ||||||
| Salary and benefits | 4,114 | 3,079 | ||||||
| Share-based payments | 748 | 1,298 | ||||||
| Total Operating Expenses | 11,297 | 10,267 | ||||||
| Change in fair value of marketable securities | 4 | 314 | ||||||
| Loss on financial derivative liability – Convertible Notes | (4,675 | ) | (5,611 | ) | ||||
| Changes in fair value of US Warrant | (103 | ) | 2 | |||||
| Other non-operating expense | (3,349 | ) | (5,219 | ) | ||||
| Net loss | (19,420 | ) | (20,781 | ) | ||||
| Basic and diluted loss per share | (1.15 | ) | (1.46 | ) | ||||
Results of Operations for the Nine Months Ended September 30, 2025
During the nine months ended September 30, 2025, the Company recorded a net loss of $19,240 (net loss of $20,781 for the nine months ended September 30, 2024), a loss per share of $1.15 (loss of $1.46 for the nine months ended September 30, 2024).
| · | Net loss for the nine months ended September 30, 2025, included a loss of $4,675 relating to fair value adjustment of the 2028 Notes and 2027 Notes (loss of $5,611 - for the nine months ended September 30, 2024 for the 2028 Notes). |
| · | General and administrative expenses were $2,361 for the nine months ended September 30, 2025, in line with the $2,275 for the nine months ended September 30, 2024. |
| · | Consulting and professional fees were $3,515 for the nine months ended September 30, 2025, compared to $2,822 for the nine months ended September 30, 2024. The majority of the increase was related to higher legal fees. |
| · | Salary and benefits were $4,114 for the nine months ended September 30, 2025, compared to $3,079 for the nine months ended September 30, 2024. The increase was due to higher number of employees rather than contractors during the current period and lower compensation accruals during the previous comparable period. |
| · | Share-based payments for the nine months ended September 30, 2025 were $748 compared to $1,298 for the nine months ended September 30, 2024. The decrease was due to quantity and timing of options granted and corresponding expensing thereof. |
| · | Exploration and evaluation expenditures were $233 for the nine months ended September 30, 2025, compared to $210 for the nine months ended September 30, 2024. |
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ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(expressed in thousands of Canadian dollars)
Selected Quarterly Financial Information
| For the three months ended, | Net income (loss) | Income (loss) per share | Total assets | |||||||||
| September 30, 2025 | $ | (4,735 | ) | $ | (0.27 | ) | $ | 148,082 | ||||
| June 2025 | (2,005 | ) | (0.11 | ) | 145,600 | |||||||
| March 2025 | (12,680 | ) | (0.86 | ) | 151,432 | |||||||
| December 2024 | (8,565 | ) | (0.61 | ) | 151,447 | |||||||
| September 2024 | (2,941 | ) | (0.21 | ) | 144,715 | |||||||
| June 2024 | (5,772 | ) | (0.41 | ) | 148,169 | |||||||
| March 2024 | (12,169 | ) | (0.87 | ) | 149,335 | |||||||
| December 2023 | (46,859 | ) | (3.36 | ) | 148,692 | |||||||
Capital Structure, Resources & Liquidity
As of the date of this MD&A, the Company has 93,652,238 common shares and 31,735,657 pre-funded warrants issued and outstanding. In addition, there are outstanding share purchase warrants and stock options for a further 136,576,044 and 3,927,727 common shares, respectively. The Company currently has 428,085 Deferred Share Units (“DSUs”), 179,000 Restricted Share Units (“RSUs”) and no Performance Share Units (“PSUs”) outstanding under its Long-Term Incentive Plan.
The following warrants were outstanding at the date of this MD&A:
| Grant date | Expiry date | Number of warrants outstanding |
Weighted average exercise price |
|||||||
| November 15, 2022 | November 15, 2025 | 620,788 | US$12.40 | |||||||
| April 3 and 14, 2025 | October 3 and 14, 2026 | 761,003 | US$1.38 | |||||||
| October 22, 2025 | October 22, 2028 | 101,041,712 | US$1.25 | |||||||
| October 22, 2025 | October 22, 2028 | 2,416,884 | US$0.75 | |||||||
| October 22, 2025 | October 22, 2028 | 31,735,657 | Pre-funded | |||||||
| 136,576,044 | ||||||||||
Capital Structure
The Company manages its capital structure to maximize its financial flexibility, adjusting it in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. The Company does not presently utilize any quantitative measures to monitor its capital but rather relies on the expertise of the Company’s management to sustain the future development of the business. Management reviews its capital management approach on an ongoing basis and believes that this is appropriate, given the size of the Company.
The Company will adjust its capital structure based on management’s assessment of the optimal capital mix to effectively advance its assets. As of September 30, 2025, the Company’s debt component of its capital structure has a par value of $84,599 (US$60,771) of convertible notes. As a result of the financial restructuring transaction outlined below, which closed on October 22, 2025, there are no longer any convertible notes outstanding.
In February 2023, the Company refinanced its debt by issuing 2028 Notes with a principal of US$51,000 and settling the 2026 Notes with a principal of US$36,000, resulting in net proceeds of US$15,000 after interest and transaction costs.
On January 12, 2024, the Company received approval from the TSX Venture Exchange (“TSXV”) and warrant holders to amend the terms of 10,796,054 outstanding warrants associated with the 2028 Notes expiring in February 2028. The amendments included lowering the exercise price to $4.00 per share and adding an acceleration clause, which shortens the term to 30 days if the stock price exceeds $4.80 for ten consecutive trading days. In such cases, warrants could be exercised on a cashless basis.
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ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(expressed in thousands of Canadian dollars)
On March 13, 2024, the TSXV approved the issuance of common shares to settle US$401 in interest associated with the 2028 Notes. On March 21, 2024, the Company issued 210,760 shares at a deemed price of $2.58 per share, based on a 5-day volume-weighted average price, to partially satisfy interest payments on the US$51,000 in convertible notes.
On November 27, 2024, the Company issued additional 2028 Notes to the noteholders, in the principal amount of US$6,521, as payment-in-kind for all outstanding accrued interest owing on the 2028 Notes through to August 15, 2024. The additional 2028 Notes carry the same payment conversion terms as the balance of the 2028 Notes and were issued pursuant to a supplement to the indenture dated February 13, 2023, entered into among the Company and GLAS Trust Company LLC as trustee for the 2028 Notes and their noteholders.
Following the amendment of additional 2028 Notes, the exercise price of the 2028 Warrants was reduced to $3.40 per share. In addition, the 2028 Warrants now include a revised acceleration clause such that their term will be reduced to thirty days in the event the closing price of the common shares on the TSXV exceeds $3.40 by twenty percent or more for ten consecutive trading dates, with the reduced term beginning seven calendar days after such ten consecutive trading-day period. Upon the occurrence of an acceleration event, noteholders of the 2028 Warrants may exercise the 2028 Warrants on a cashless basis, based on the value of the 2028 Warrants at the time of exercise.
On December 31, 2024, the Company completed a reverse share split of its outstanding common share capital on the basis of four (4) pre-Reverse Split shares for every one (1) post-Reverse Split share. At the opening of markets on January 2, 2025, the common shares of the Company commenced trading on a post-Reverse Split basis under the existing ticker symbol “ELBM”. The exercise price and the number of common shares issuable upon exercise of outstanding stock options, warrants and other outstanding securities, including comparative figures, were adjusted to reflect the reverse share split under the terms of such securities for the holders of such instruments.
On March 5, 2025, the Company announced an agreement with the holders of its senior secured debt to defer all interest payments until February 15, 2027, allowing Electra to invest its capital towards completing its cobalt refinery rather than debt servicing. The agreement covers all outstanding 2028 Notes and 2027 Notes. As consideration for this deferral, Electra will pay additional interest of 2.25% per annum on the 2028 Notes and 2.5% per annum on the 2027 Notes.
On April 14, 2025, the Company closed the final tranche of its oversubscribed non-brokered private placement raising aggregate gross proceeds of approximately US$3,500 (the “Offering”), the first tranche of which closed on April 3, 2025.
Under the Offering, an aggregate of 3,125,000 units of the Company were issued at a price of US$1.12 per unit. Each unit consisted of one common share in the capital of the Company (“Common Shares”) and one transferable common share purchase warrant (each, a “Warrant”), with each warrant entitling the holder to purchase one common share of the Company at a price of US$1.40 at any time for a period of eighteen (18) months following the issue date. The net proceeds raised from the Offering will be used to advance the Company’s Refinery project site in Temiskaming Shores, Ontario and for general corporate purposes.
On October 22, 2025, Electra announced the successful closing of a US$34,500 equity financing. An aggregate of 46,000,000 units were issued at US$0.75 per unit, each unit comprising one common share and one warrant exercisable at US$1.25 until October 22, 2028.
Concurrent with the closing of its financing in October 2025, Electra completed a comprehensive financial restructuring with the holders of its senior secured convertible notes (the “Lenders”). Under the transaction, the Company exchanged approximately 60% of the outstanding principal and accrued interest of its Notes for equity units priced at US $0.75 per unit (the “Equity Exchange”) and converted the remaining 40% into a new three-year term loan maturing October 22, 2028 (the “Debt Exchange”). The new term loan bears interest at 8.99% in cash or 11.125% in kind, at the Company’s election.
The Company will continue to observe markets with respect to various funding alternatives including equity and debt financing to ensure its liquidity and capital resources are sufficient to fund Refinery expenditures. The Company may also require working capital funding as a result of timing of cash inflows and outflows in conjunction with the ramp up of operations.
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ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(expressed in thousands of Canadian dollars)
Liquidity
The Company’s objective in managing liquidity risk is to maintain sufficient liquidity to meet operational and asset advancement requirements as well as ensuring compliance with debt covenants.
At September 30, 2025, the Company had unrestricted cash of $3,044 (December 31, 2024 - $3,717) compared to accounts payable and accrued liabilities of $6,707 (December 31, 2024 - $3,579).
As of the date of this MD&A and, as a result of the debt restructuring and equity financing completed in October 2025, the Company believes that, subject to completion of government financing, it has sufficient financial resources necessary to complete the construction and commissioning of the Refinery.
The Company had the following summarized cash flows:
| Nine months ended September 30, 2025 | Nine months ended September 30, 2024 | |||||||
| Cash (used) in operating activities | $ | (6,917 | ) | $ | (10,891 | ) | ||
| Cash (used) in / provided by investing activities | (1,096 | ) | 1,369 | |||||
| Cash provided by financing activities | 7,339 | 5,199 | ||||||
| Change in cash during the period | (674 | ) | (4,323 | ) | ||||
| Effect of exchange rates | 1 | 27 | ||||||
| Cash, beginning of period | 3,717 | 7,560 | ||||||
| Cash, end of the period | $ | 3,044 | $ | 3,264 | ||||
Cash used in operating activities was $6,917 during the nine months ended September 30, 2025, compared to $10,891 used in operating activities during the nine months ended September 30, 2024. The decrease in cash used in operating activities was driven primarily by changes in working capital.
Cash used in investing activities was $1,096 during the nine months ended September 30, 2025, compared to cash provided by investing activities of $1,369 during the nine months ended September 30, 2024. The increase in cash used in investing activities relates to an increase in capital spending.
Cash flows provided by financing activities were $7,339 during the nine months ended September 30, 2025, compared to the $5,199 from financing activities during the nine months ended September 30, 2024. The change was primarily driven by proceeds from equity financing which closed on April 14, 2025, and receipt of the Bridge loan.
Commitments
From time to time, the Company and/or its subsidiaries may become defendants in legal actions and the Company take appropriate measures to minimize the impact. Electra is not aware of any claims against the Company that could reasonably be expected to have a materially adverse impact on the Company’s consolidated financial position, results of operations or the ability to carry on any of its business activities.
The Company’s commitments relate to purchase and services commitments for work programs relating to refinery expansion and payments under financing arrangements.
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ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(expressed in thousands of Canadian dollars)
The Company had the following commitments as of September 30, 2025:
| 2025 | 2026 | 2027 | 2028 | Thereafter | Total | |||||||||||||||||||
| Purchase commitments | $ | 895 | $ | — | $ | — | $ | — | $ | — | $ | 895 | ||||||||||||
| Convertible notes payments 1 | — | — | 35,897 | 86,289 | — | 122,186 | ||||||||||||||||||
| Government loan payments | 9 | 36 | 36 | 1,615 | 8,734 | 10,430 | ||||||||||||||||||
| Lease payments | 42 | 118 | 43 | — | — | 203 | ||||||||||||||||||
| Royalty payments 2 | — | — | — | 198 | 2,945 | 3,143 | ||||||||||||||||||
| Other | 278 | 70 | — | — | 2,088 | 2,436 | ||||||||||||||||||
| $ | 1,224 | $ | 224 | $ | 35,976 | $ | 88,102 | $ | 13,767 | $ | 139,293 | |||||||||||||
1 Convertible notes payment amounts are based on contractual maturities of 2028 Notes, 2027 Notes and the assumption that it would remain outstanding until maturity. Interest is calculated based on terms as at September 30, 2025.
2 Royalty payments are estimated amounts associated with the royalty agreements entered with the convertible debt holders as part of the 2028 Notes offering. The estimated amounts and timing are subject to changes in cobalt sulfate prices, timing of completion of the refinery, reaching commercial operations and timing and amounts of sales.
As a result of the financial restructuring transaction, which closed on October 22, 2025, certain commitments and contingencies within the table above, including convertible notes payments, have experienced material changes subsequent to September 30, 2025. See Capital Structure section above.
The Company has recorded a provision for environmental remediation, reclamation and decommissioning for its Ontario assets. For the Refinery, a liability of $2,685 has been recorded, linked to the closure plan filed and accepted in March 2022 and updated in November 2022. In relation to the refinery closure plan, an amount of $3,450 has been posted via a surety bond with the Ministry of Northern Development, Mines, Natural Resources and Forestry (“NDMNRF”) as financial assurance.
Related Party Transactions
The Company’s related parties include key management personnel and the Board of Directors.
The Company paid and/or accrued during the three and nine months ended September 30, 2025 and 2024, the following fees to management personnel and directors.
| For the three months Ended September 30, |
For the nine months ended September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Management | $ | 1,065 | $ | 812 | $ | 2,395 | $ | 1,649 | ||||||||
| Directors’ fees | 58 | 46 | 158 | 131 | ||||||||||||
| $ | 1,123 | $ | 858 | $ | 2,553 | $ | 1,780 | |||||||||
During the three and nine months ended September 30, 2025, the Company had share-based payments made to management and directors of $143 and $525, respectively (for the three and nine months ended September 30, 2024 - $330 and $1,163, respectively).
The primary reason for higher year over year fees to management personnel and directors for the three months and nine months ended September 30 is lower compensation related accruals during the 2024 period.
Off Balance Sheet Arrangements
The Company currently has no off-balance sheet arrangements.
Financial Instruments
Refer to Note 18 of the Company’s Consolidated financial statements for the years ended December 31, 2024 and 2023.
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ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(expressed in thousands of Canadian dollars)
Risk Management
Financial Risk Factors
The Company’s risk exposure and the impact on the Company’s financial instruments are summarized below:
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. As of the date of this MD&A and, as a result of the debt restructuring and equity financing completed in October 2025, the Company believes that, subject to completion of government financing, it has sufficient financial resources necessary to complete the construction and commissioning of the Refinery. The Company is currently undertaking a planning and budgeting process to update the capital estimate and completion schedule associated with the Refinery and the outputs of this process may result in the requirement for further funding. The Company attempts to ensure there is sufficient access to funds to meet ongoing business requirements, considering its current cash position and potential funding sources. Although the Company has historically been successful in obtaining financing in the past, there can be no assurances that the Company will be able to obtain adequate financing in the future. The Company has future obligations to pay interest and principal related to the term debt. Repayment of the interest-free loan from Canada’s Critical Mineral Research Development & Demonstration Program begins in 2028. In conjunction with the term loan, the Company is subject to a reportable minimum cash balance requirement of US$2,000.
Credit Risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash and cash equivalents and restricted cash which are being held with major Canadian banks that are high-credit quality financial institutions as determined by rating agencies.
Interest Rate Risk
Interest rate risk is the risk that the fair value of future cash flow of a financial instrument will fluctuate because of changes in market interest rate. The Company currently does not have any financial instruments that are linked to LIBOR, SOFR, or any form of a floating market interest rate. Therefore, changes in the market interest rate does not have an impact on the Company as at September 30, 2025.
Foreign Currency Risk
Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the Company’s functional currency, Canadian Dollars. The Company is exposed to foreign currency risk on fluctuations related to cash, receivables, and accrued liabilities that are denominated in US Dollars. In addition, the Company’s term debt is denominated in US dollars and fluctuations in foreign exchange rates will impact the Canadian dollar amounts required to settle interest and principal payments. The Company has not used derivative instruments to reduce its exposure to foreign currency risk nor has it entered into foreign exchange contracts to hedge against gains or losses from foreign exchange.
Business Risks and Uncertainties
There are many risk factors facing companies involved in the mineral exploration industry. Risk Management is an ongoing exercise upon which the Company spends a substantial amount of time. While it is not possible to eliminate all the risks inherent to the industry, the Company strives to manage these risks, to the greatest extent possible. The following risks are most applicable to the Company.
Going Concern
As discussed above, as of the date of this MD&A and, as a result of the debt restructuring and equity financing completed in October 2025, the Company believes that, subject to completion of government financing, it has sufficient financial resources necessary to complete the construction and commissioning of the Refinery. The Company will continue to actively monitor funding markets, including debt and equity, in the event it needs to increase its liquidity and capital resources. The Company is also in discussion with various parties on alternatives to finance the funding of feedstock purchases. Although the Company has historically been successful in obtaining financing in the past, there can be no assurances that the Company will be able to obtain adequate financing in the future. This represents a material uncertainty that may casts doubt on the Company’s ability to continue as a going concern. The financial information presented does not include the adjustments to the amounts and classifications of assets and liabilities that would be necessary should the Company be unable to continue as a going concern. These adjustments may be material.
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ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(expressed in thousands of Canadian dollars)
Financing
The Company has raised funds through grants, equity financing and debt arrangements to fund its operations and the advancement of the Refinery. The market price of natural resources, specifically cobalt prices, is highly speculative and volatile. Instability in prices may affect the interest in resource assets and the development of and production from such properties. This may adversely affect the Company’s ability to raise capital or obtain debt to fund corporate activities and growth initiatives.
Technical Capabilities of the Refinery
The Company’s strategic priority is the advancement of the Refinery, with significant engineering studies and metallurgical testing conducted to date. There is no assurance that the final refining process will have the capabilities to produce specific end products. The Company manages this risk by employing and contracting technical experts in metallurgy and engineering to support refinery process decisions.
Ability to Meet Debt Service Obligations
The Company has debt obligations which include ongoing interest payments and payment of principal at maturity. In the event that the refinery construction is not completed as planned or sufficient cash flow from refinery operations is not generated, there is a risk that the Company may not have sufficient available capital to meet its debt obligations. Additionally, the Company is subject to certain covenants related to its debt, which include minimum liquidity of US$2,000. Should the Company breach a covenant or be unable to service the debt, the assets pledged may be transferred to the lenders.
Macroeconomic Risks
Political and economic instability (including Russia’s invasion of Ukraine and war in Israel), global or regional adverse conditions, such as pandemics or other disease outbreaks (including the COVID-19 global outbreak) or natural disasters, currency exchange rates, trade tariff developments, transport availability and cost, including import-related taxes, transport security, inflation and other factors are beyond the Company’s control. The macroeconomic environment remains challenging, and the Company’s results of operations could be materially affected by such macroeconomic conditions.
Industry and Mineral Exploration Risk
Mineral exploration is highly speculative, involves many risks and frequently is non-productive. There is no assurance that the Company’s exploration efforts will be successful. At present, the Company’s projects do not contain any proven or probable reserves. Success in establishing reserves is a result of several factors, including the quality of the project itself. Substantial expenditures are required to establish reserves or resources through drilling, to develop metallurgical processes, and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Because of these uncertainties, no assurance can be given that planned exploration programs will result in the establishment of mineral resources or reserves. The Company may be subject to risks, which could not reasonably be predicted in advance. Events such as labour disputes, natural disasters or estimation errors are prime examples of industry-related risks. The Company attempts to balance this risk through ongoing risk assessments conducted by its technical team.
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ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(expressed in thousands of Canadian dollars)
Commodity Prices
The Company’s mineral exploration operations and its prospects are largely dependent on movements in the price of various minerals. Prices fluctuate daily and are affected by several factors well beyond the control of the Company. The mineral exploration industry in general is a competitive market and there is no assurance that, even if commercial quantities of proven and probable reserves are discovered, a profitable market may exist. The Company has not entered any price hedging programs.
Environmental
Exploration projects or operations are subject to the environmental laws and applicable regulations of the jurisdiction in which the Company operates. Environmental standards continue to evolve, and the trend is to a longer, more complete and rigid process. The Company reviews environmental matters on an ongoing basis. If and when appropriate, the Company will make appropriate provisions in its financial statements for any potential environmental liability.
Title of Assets
Although the Company conducts title reviews in accordance with industry practice prior to any purchase of resource assets, such reviews do not guarantee that an unforeseen defect in the chain on title will not arise and defeat our title to the purchased assets. If such a defect were to occur, our entitlement to the production from such purchased assets could be jeopardized.
Competition
The Company expects to compete in the burgeoning North American Critical Minerals Industry with the completion of the Cobalt Sulfate refinery. The industry is developing in Canada with new entrants expected in the short term. Many of these competitors have substantially longer histories in the industry as well as substantially greater financial, sales and marketing resources than the Company.
The Company engages in the highly competitive resource exploration industry. The Company competes directly and indirectly with major and independent resource companies in its exploration for and development of desirable resource properties. Many companies and individuals are engaged in this business, and the industry is not dominated by any single competitor or a small number of competitors. Many of such competitors have substantially greater financial, technical, sales, marketing, and other resources, as well as greater historical market acceptance than does the Company. The Company will compete with numerous industry participants for the acquisition of land and rights to prospects, and for the equipment and labour required to operate and develop such prospects.
Competition could materially and adversely affect the Company’s business, operating results and financial condition. Such competitive disadvantages could adversely affect the Company’s ability to participate in projects with favorable rates of return.
Cybersecurity
The Company’s operations depend, in part, on how well it and its third-party service providers protect networks, equipment, information technology (“IT”) systems and software against damage from a number of threats, including, but not limited to, cable cuts, natural disasters, intentional damage and destruction, fire, power loss, hacking, computer viruses, vandalism and theft. The Company’s operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures, delays and/or increase in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Company’s reputation and results of operations.
The Company’s information technology systems and on-line activities, including its e-commerce websites, also may be subject to denial of service, malware or other forms of cyberattacks. While the Company has taken measures to protect against those types of attacks, those measures may not adequately protect its on-line activities from such attacks. The Company’s risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access is a priority. As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.
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ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(expressed in thousands of Canadian dollars)
U.S. Legislative and Regulatory Policies.
The recent election of President Trump may result in legislative and regulatory changes that could have an adverse effect on the Company and its financial condition. In particular, there is uncertainty regarding U.S. tariffs and support for existing treaty and trade relationships, including with Canada. Implementation by the U.S. government of new legislative or regulatory policies could impose additional costs on the Company, decrease U.S. demand for the Company’s products, or otherwise negatively impact the Company, which may have a material adverse effect on the Company’s business, financial condition and operations. In addition, this uncertainty may adversely impact: (i) the ability of companies to transact business with companies such as the Company; (ii) the Company’s profitability; (iii) regulation affecting the Canadian natural resources and mineral industry; (iv) global stock markets (including the TSXV); and (v) general global economic conditions. All of these factors are outside of the Company’s control, but may nonetheless lead the Company to adjust its strategy in order to compete effectively in global markets.
Additional information on risks and uncertainties relating to The Company’s business is provided in the Company’s Annual Information Form dated March 28, 2025 (“AIF”), under the heading “Risk Factors”. Additional information relating to Electra, including the AIF, is available on SEDAR+ at www.sedarplus.com.
Significant Accounting Estimates
Refer to Note 3 of the Company’s audited consolidated financial statements for the year ended December 31, 2024 and 2023.
Future Changes in Accounting Policies & Initial Adoption
Certain new accounting standards and interpretations have been published that are either applicable in the current year or not mandatory for the current period.
In addition, IFRS 18 Presentation and Disclosure in Financial Statements was issued by the IASB in April 2024, with mandatory application of the standard in annual reporting periods beginning on or after January 1, 2027. The Company is currently assessing the impact of IFRS 18 on its consolidated financial statements. No standards have been early adopted in the current period.
Internal Control Over Financial Reporting
The President and Chief Executive Officer and Chief Financial Officer of the Company are responsible for designing internal controls over financial reporting or causing them to be designed under their supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
As a result of progress made strengthening Internal Controls over Financial Reporting (“ICFR”) during 2024 and 2025, management no longer feels there are significant deficiencies in its internal controls over financial reporting. Previous deficiencies noted by management have been ameliorated during 2024 and 2025, including during the quarter ended September 30, 2025.
Management noted improvement in the following areas where significant deficiencies existed in the past:
| · | Control Environment |
| o | The Company has added trained financial reporting and accounting personnel with appropriate skills and knowledge regarding the design, implementation, and operation of internal controls over financing reporting. The team is in the process of implementing and improving processes and procedures to identify, monitor and improve ICFR and DCP. |
| Page |
ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(expressed in thousands of Canadian dollars)
| · | Procurement, Payment and Receiving Processes |
| o | The Company has improved reporting and receiving processes to ensure adherence to the Company’s policies at the Company’s Refinery project. |
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in reports filed with securities regulatory authorities are recorded, processed, summarized and reported in a timely fashion. The disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in such reports is then accumulated and communicated to the Company’s management to ensure timely decisions regarding required disclosure. The Chief Executive Officer and Chief Financial Officer, along with Management, have evaluated and concluded that the Company’s disclosure controls and procedures were effective and appropriately designed as at September 30, 2025.
Limitations of Controls and Procedures
The Company’s management, including the President and Chief Executive Officer and Chief Financial Officer, believes that any internal controls over financial reporting and disclosure controls and procedures, no matter how well designed, can have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance that the objectives of the control system are met.
Cautionary Statement Regarding Forward-Looking Statements
This MD&A contains certain statements that may be deemed “forward-looking statements”, including statements regarding developments in the Company’s operations in future periods, adequacy of financial resources and plans and objectives of the Company. All statements in this document, other than statements of historical fact, which address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential”, “interprets” and similar expressions, or events or conditions that “will”, “would”, “may”, “could” or “should” occur. Forward-looking statements in this document include statements regarding the advancement of the Refinery, future exploration programs, liquidity, and effects of accounting policy changes.
Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, exploration success, a successful outcome of the work in support of the recommissioning of the Refinery, continued availability of capital and financing, inability to obtain required regulatory or governmental approvals and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Readers are cautioned not to place undue reliance on this forward-looking information.
Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. The Company undertakes no obligation to update these forward-looking statements if Management’s beliefs, estimates, opinions, or other factors should change except as required by law.
These statements are based on several assumptions including, among others, assumptions regarding general business and economic conditions, the timing of the receipt of regulatory and governmental approvals for the work programs described herein, the ability of the Company and other relevant parties to satisfy stock exchange and other regulatory requirements promptly, the availability of financing for the Company’s proposed work programs on its assets on reasonable terms and the ability of third-party service providers to deliver services promptly. The foregoing list of assumptions is not exhaustive. Events or circumstances could cause results to differ materially.
| Page 20 of 20 |
Exhibit 99.3
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Trent Mell, Chief Executive Officer of Electra Battery Materials Corporation, certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Electra Battery Materials Corporation (the “issuer”) for the interim period ended September 30, 2025. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Risk Management and Governance: Guidance on Control (COCO Framework), published by The Canadian Institute of Chartered Accountants. |
| 5.2 | ICFR – material weakness relating to design: “N/A” |
| 5.3 | Limitation on scope of design: “N/A” |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: November 13, 2025
“Trent Mell”
Trent Mell
Chief Executive Officer
Exhibit 99.4
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Marty Rendall, Chief Financial Officer of Electra Battery Materials Corporation, certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Electra Battery Materials Corporation (the “issuer”) for the interim period ended September 30, 2025. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Risk Management and Governance: Guidance on Control (COCO Framework), published by The Canadian Institute of Chartered Accountants. |
| 5.2 | ICFR – material weakness relating to design: “N/A” |
| 5.3 | Limitation on scope of design: “N/A” |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: November 13, 2025
“Marty Rendall”
Marty Rendall
Chief Financial Officer
EXHIBIT 99.5
Electra Files Third Quarter 2025 Financial Reports
Strengthened financial position and de-risked path forward to build North America’s first cobalt sulfate refinery
TORONTO, Nov. 13, 2025 (GLOBE NEWSWIRE) -- Electra Battery Materials Corporation (NASDAQ: ELBM; TSX-V: ELBM) (“Electra” or the “Company”) announces the filing of its financial results for the third quarter ended September 30, 2025, including key activities supporting the Company’s focus on delivering its cobalt sulfate refinery in Temiskaming Shores, Ontario.
Progress during the quarter reflects Electra’s renewed momentum in establishing a North American battery materials supply chain. Alongside the Company’s significant financial accomplishments, recent strategic activities include feedstock testing from Ontario and Idaho, underpinning the long-term importance of domestic mineral assets and reinforcing Electra’s role in reducing North America’s reliance on foreign sources of critical battery materials.
Highlights:
Post-period Highlights:
“Our progress through the third quarter and beyond reflects the dedication of our team and a firm commitment to delivering on what we set out to do,” said Marty Rendall, CFO. “We have taken disciplined steps to strengthen our financial foundation, secured critical support to de-risk our project, and aligned our efforts around construction readiness. As we move forward, we remain focused on delivering North America’s first cobalt sulfate refinery and creating long-term value.”
As of September 30, 2025, the Company had a cash balance of C$3 million. Following quarter-end, on October 22, 2025, Electra closed a US$34.5 million equity financing and completed its previously announced balance sheet restructuring. With this financing, along with US$48 million in combined government support, Electra believes it is funded to complete construction and commissioning of its cobalt sulfate refinery in Ontario.
The Company’s third quarter 2025 financial reports are available on SEDAR+ (www.sedarplus.com) and the Company’s website (www.ElectraBMC.com).
About Electra Battery Materials
Electra is a leader in advancing North America’s critical minerals supply chain for lithium-ion batteries. The Company’s primary focus is constructing North America’s only cobalt sulfate refinery, as part of a phased strategy to onshore critical minerals refining and reduce reliance on foreign supply chains. In addition to the Refinery, Electra holds a significant land package in Idaho’s Cobalt Belt, including its Iron Creek project and surrounding properties, positioning the Company as a potential cornerstone for North American cobalt and copper production.
Electra is also advancing black mass recycling opportunities to recover critical materials from end-of-life batteries, while continuing to evaluate growth opportunities in nickel refining and other downstream battery materials. For more information, please visit www.ElectraBMC.com.
Contact
Heather Smiles
Vice President, Investor Relations & Corporate Development
Electra Battery Materials
info@ElectraBMC.com
1.416.900.3891
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
This news release may contain forward-looking statements and forward-looking information (together, “forward-looking statements”) within the meaning of applicable securities laws and the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, are forward-looking statements, including those concerning the completion of funding from the Government of Canada and Invest Ontario. Generally, forward-looking statements can be identified by the use of terminology such as “plans”, “expects”, “estimates”, “intends”, “anticipates”, “believes” or variations of such words, or statements that certain actions, events or results “may”, “could”, “would”, “might”, “occur” or “be achieved”. Forward-looking statements are based on certain assumptions, and involve risks, uncertainties and other factors that could cause actual results, performance, and opportunities to differ materially from those implied by such forward-looking statements. Among the bases for assumptions with respect to the potential for additional government funding are discussions and indications of support from government actors based on certain milestones being achieved. Factors that could cause actual results to differ materially from these forward-looking statements are set forth in the management discussion and analysis and other disclosures of risk factors for Electra Battery Materials Corporation, filed on SEDAR+ at www.sedarplus.com and with on EDGAR at www.sec.gov. Other factors that could cause actual results to differ materially include changes with respect to government or investor expectations or actions as compared to communicated intentions, and general macroeconomic and other trends that can affect levels of government or private investment. Although the Company believes that the information and assumptions used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed times frames or at all. Except where required by applicable law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.