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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 25, 2024

 

 

Li-Cycle Holdings Corp.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Province of Ontario, Canada   001-40733   Not Applicable

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

  (I.R.S. Employer
Identification No.)

207 Queens Quay West, Suite 590, Toronto, ON M5J IA7, Canada

(Address of principal executive offices, including zip code)

(877) 542-9253

(Registrant’s telephone number, including area code)

Not Applicable.

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Common shares, without par value   LICY   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 2.05 Costs Associated with Exit or Disposal Activities.

On March 25, 2024, the Board of Directors of Li-Cycle Holdings Corp. (the “Company” or “Li-Cycle”) approved plans to reduce the Company’s workforce, primarily at the corporate level. Overall, the Company expects to eliminate approximately 60 positions, representing approximately 17% of the Company’s global workforce.

The workforce reduction is part of the Company’s ongoing efforts to right size and right shape its organization under its previously disclosed cash preservation plan. The Company expects to substantially complete the workforce reduction by the end of the first quarter of 2024.

The Company estimates that it will incur total charges of approximately $8.3 million in connection with the workforce reduction, with the majority of these charges to be incurred as cash severance payments over the course of the next twelve (12) months. It is estimated that outplacement services charges in connection with the workforce reduction will amount up to $230,000.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.02(b). Departure of Certain Officers

On March 25, 2024, the Board of Directors of the Company approved the following leadership changes alongside the workforce reduction:

Effective as of March 26, 2024, Mr. Tim Johnston will cease serving as the Company’s Executive Chair and will separate from and no longer be employed by the Company as of such date. Mr. Johnston will remain the interim non-executive Chair of the Company’s Board of Directors. The change in Mr. Johnston’s role was not the result of any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.

Effective as of March 26, 2024, Ms. Debbie Simpson will cease serving as the Chief Financial Officer of the Company. In order to facilitate an orderly transition in our leadership structure, Ms. Simpson will continue as a non-executive employee and special advisor to the Company’s Chief Executive Officer until May 31, 2024 (the “Transition Period”), at which time she will separate from and no longer be employed by the Company. During the Transition Period, Ms. Simpson will continue to receive her regular compensation and benefits.

Effective as of March 26, 2024, Mr. Richard Storrie will cease serving as the Company’s Regional President, EMEA. He will continue as a non-executive employee over the Transition Period to ensure a smooth transition, and will separate from and no longer be employed by the Company on May 31, 2024. During the Transition Period, Mr. Storrie will continue to receive his regular compensation and benefits.

The Company expects to enter into a separation agreement and release of claims (each, a “Separation Agreement”) with each of Mr. Johnston, Ms. Simpson and Mr. Storrie pursuant to which, subject to each such individual’s timely execution and non-revocation of such Separation Agreement, as well as continued compliance with certain restrictive covenants, the individual will be entitled to receive the severance payments and benefits set forth in his or her employment agreement as if the separation were a deemed qualifying termination of employment by the Company, in each case as set forth in Exhibit 5.1, Exhibit 5.3 and Exhibit 5.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 15, 2024, which agreements provide for: (i) an amount equal to (x) 12 months’ base salary (or 18 months for Mr. Johnston) plus (y) the executive officer’s annual target bonus, pro-rated to 12 months (or 18 months for Mr. Johnston), (ii) matching contributions to such executive officer’s group retirement savings plan through the statutory notice period, (iii) continued participation in the Company’s benefit plans and perquisites through the statutory notice period, and (iv) for a period of up to 12 months, participation in the Company’s primary benefit plan coverages, and (v) outplacement career counselling for up to 12 months.

The foregoing descriptions of the Separation Agreements contained herein do not purport to be complete and are qualified in their entirety by reference to the complete text of the Separation Agreements. A copy of each Separation Agreement, once finalized, will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the fiscal quarter ending March 31, 2024.


Item 5.02(c). Appointment of Certain Officers

Appointment of Interim Chief Financial Officer

On March 25, 2024, the Board appointed Mr. Craig Cunningham as the Interim Chief Financial Officer and principal financial officer of the Company, effective as of March 26, 2024.

Mr. Cunningham, age 40, has more than 17 years of accounting, finance, operational and capital markets experience and previously served as Chief Financial Officer of Electra Battery Materials from June 2022 to July 2023, where he was a key contributor to the company’s strategy and provided key financial oversight and controls to major projects. Prior to joining Electra Battery Materials, Mr. Cunningham served as Vice President and Regional Financial Officer at Kinross Gold, from March 2020 to March 2022, where he oversaw finance, information technology, supply chain and logistics, and administration functions in Russia. Mr. Cunningham also served as Regional Financial Officer at Kinross Gold, from September 2017 to March 2020. Mr. Cunningham has a Bachelor of Accounting from Brock University and received an MBA from Ivey Business School at Western University in Canada. He is a Chartered Public Accountant and a Chartered Accountant.

The Company has entered into an agreement with Lee Hecht Harrison Knightsbridge Corp. (“Knightsbridge”) under which Mr. Cunningham will provide management services to the Company for a period of six months (which may be mutually extended). In connection with this agreement, the Company will pay a fee of $334 per hour to Knightsbridge for Mr. Cunningham’s services, which such amounts will be disbursed by Knightsbridge to Mr. Cunningham or Performance Advisors Ltd. (a limited company wholly owned by Mr. Cunningham). Mr. Cunningham will not be entitled to health or welfare benefits under the Company’s benefit plans. This agreement is expected to remain in place as the Company commences a search for a permanent Chief Financial Officer and may be terminated at any time by either party upon 30 days’ advance notice in writing. Mr. Cunningham will not be employed directly by the Company nor has the Company entered into any employment agreement with Mr. Cunningham.

There are no family relationships between Mr. Cunningham and any director or executive officer of the Company, and Mr. Cunningham has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Appointment of Chief Operating Officer

On March 25, 2024, the Board promoted Mr. Conor Spollen to the role of Chief Operating Officer of the Company, effective as of March 26, 2024.

Mr. Spollen, age 57, has served as SVP, Project Delivery at the Company since July 2022, and previously served as SVP, Hub Deployment, from January 2022 to July 2022. Mr. Spollen has more than 33 years of international mining and metallurgical experience, having served in global leadership roles in a number of companies. Prior to joining the Company, Mr. Spollen served as a General Manager, Engineering at United States Steel Corporation, from April 2020 to January 2022, and as Project Director, from August 2019 to April 2020. From February 2019 to August 2019, Mr. Spollen was Principal at Spollen Minerals Engineering. Mr. Spollen served as Head of Technology and Development (Chief Technology Officer) at Vale Base Metals from May 2018 to September 2018, where he helped provide oversight for development from exploration to project execution, risk management, health, safety and environment, geology and mine planning, technology, and innovation. He also served as Chief Operating Officer, Canada & UK, Operations and Projects at Vale Base Metals, from January 2015 to May 2018. Mr. Spollen is a Professional Engineer, a Chartered Engineer, and sat on the Board of the Centre for Excellence in Mining Innovation (CEMI). He is on the panel of experts for Geoscience Ireland. Mr. Spollen holds a Bachelor of Engineering in Minerals Engineering from the Camborne of School of Mines, and received an MBA from Chifley School of Business at Torrens University Australia.

Mr. Spollen is expected to enter into a standard form of executive employment agreement in connection with his appointment. His current employment package provides for an annual base salary of $364,000 and he will be entitled to participate in the Company’s Short-Term Incentive Plan (“STIP”) and Long-Term Incentive Plan (“LTIP”) as determined for executive officers of the Company.


In addition, Mr. Spollen will be entitled to payment of certain separation payments and benefits upon a qualifying termination of his employment on the same basis as applicable to our other executive officers (other than the CEO) and disclosed in Part III of the Company’s Annual Report on Form 10-K, filed with the SEC on March 15, 2024. The foregoing description of Mr. Spollen’s executive employment agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the complete text of Mr. Spollen’s executive employment agreement. A copy of the Mr. Spollen’s executive employment agreement will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the fiscal quarter ending March 31, 2024.

There are no family relationships between Mr. Spollen and any director or executive officer of the Company, and Mr. Spollen has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Each of Mr. Cunningham and Mr. Spollen are expected to enter into the Company’s standard form of Director and Officer Indemnification Agreement, as set forth in Exhibit 5.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 15, 2024.

Forward-Looking Statements Disclaimer

Certain statements contained in this Report on Form 8-K (including information incorporated by reference herein) may be considered “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, Section 21 of the Exchange Act and applicable Canadian securities laws. Forward-looking statements may generally be identified by the use of words such as “believe”, “may”, “will”, “continue”, “anticipate”, “intend”, “expect”, “should”, “would”, “could”, “plan”, “potential”, “future”, “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, although not all forward-looking statements contain such identifying words. Forward-looking statements in this Report on Form 8-K include but are not limited to statements about: Li-Cycle’s expectations regarding the timing, charges and costs associated with the planned workforce reduction, and the expectation to enter into, and the terms of, the Separation Agreements. These statements are based on various assumptions, whether or not identified in this Report on Form 8-K (including information incorporated by reference herein), made by Li-Cycle management. There can be no assurance that such assumptions will prove to be correct and, as a result, actual results or events may differ materially from expectations expressed in or implied by the forward-looking statements.

Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Li-Cycle, and which may cause actual results to differ materially from the forward-looking information. The risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, include among other things timing of the implementation of the workforce reduction and any unintended consequences or unforeseen costs resulting from the workforce reduction as well as other risks and uncertainties related to Li-Cycle’s business and the assumptions on which the forward-looking information are based as described in greater detail in the sections titled “Item 1A. Risk Factors”, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Li-Cycle’s Performance” and elsewhere in Li-Cycle’s Annual Report on Form 10-K for the year ended December 31, 2023 as well as Li-Cycle’s subsequent filings with the Securities and Exchange Commission the “SEC”). Because of these risks, uncertainties and assumptions, readers should not place undue reliance on these forward-looking statements. Actual results could differ materially from those contained in any forward-looking statement. Li-Cycle assumes no obligation to update or revise any forward-looking statements, except as required by applicable laws. These forward-looking statements should not be relied upon as representing Li-Cycle’s assessments as of any date subsequent to the date of this Report.

Item 7.01 Regulation FD Disclosure.

On March 26, 2024, the Company issued a press release announcing changes to its management organizational structure. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”) and is incorporated by reference herein.


The information under this Item 7.01, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended or the Exchange Act.

The following Exhibits are filed as part of this Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit Number  

Description

99.1   Press Release of Li-Cycle Holdings Corp. dated March 26, 2024
104   Cover Page Interactive Data File (formatted as inline XBRL).


SIGNATURES

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

 

    LI-CYCLE HOLDINGS CORP.
    By:  

/s/ Ajay Kochhar

      Name: Ajay Kochhar
            Title: Co-Founder, President & CEO and Director
Date: March 26, 2024      
EX-99.1 2 d810544dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

Li-Cycle Provides Organizational Structure Update

Li-Cycle to transition from regional to centralized management model to increase efficiencies

Li-Cycle expected to generate approximately $10 million in cost savings on an annualized basis through workforce reduction

TORONTO, Canada (March 26, 2024) – Li-Cycle Holdings Corp. (NYSE: LICY) (“Li-Cycle” or the “Company”), a leading global lithium-ion battery resource recovery company, today provided a business update regarding its organizational structure.

As part of its previously disclosed ongoing comprehensive review and Cash Preservation Plan, which includes organizational right sizing and right shaping, the Company has made the strategic decision to transition from its regional management structure to a centralized model to better position the Company for future success and increase efficiencies.

Ajay Kochhar, Li-Cycle President and CEO, commented: “We are recalibrating our organizational structure to better align with the more focused priorities of Li-Cycle. We believe that a centralized model, and the consolidation of our operational and commercial teams, will increase efficiencies and facilitate cross-functional partnerships to enhance our planning process and ability to execute on our short- and long-term objectives. We remain focused on our key initiatives of completing our review of the go-forward plan for the Rochester Hub and evaluating additional financing and strategic alternatives after securing and closing the recent strategic financing from Glencore.”

To ensure the appropriate management organizational structure, the Company made the following leadership changes, effectively immediately:

Tim Johnston, Executive Chair, will transition to the role of interim non-executive Board Chair, where he will provide leadership, support, guidance and strategic advice to the Company. Considering Glencore’s nomination rights associated with the recently closed strategic financing, the Nominating and Corporate Governance Committee of the Board will be considering changes to Company’s Board and Committee composition, expected to be made immediately following Li-Cycle’s next annual general meeting in May 2024. It is expected that these changes will include identifying an independent Board Chair.

Conor Spollen, who has been with Li-Cycle since January 2022, has assumed the role of Chief Operating Officer (COO). In this role, Mr. Spollen will be responsible for Li-Cycle’s global Spoke operations driving safety, productivity, and cost-efficiency. In addition to overseeing Spoke operations, following the completion of the technical and economic review of the Rochester Hub project, he will be responsible for project delivery and the planned operation of the Rochester Hub. Mr. Spollen has more than 33 years of international mining and metallurgical experience, serving in leadership roles in a number of global companies, including at Vale, where he was, among other roles, Chief Operating Officer for Vale Base Metals’ operating mines and processing facilities in Canada, UK, China and Japan.

 

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Dawei Li, who has been with Li-Cycle since July 2021, has assumed the new role of Chief Commercial Officer (CCO). In his new role, Mr. Li will lead Li-Cycle’s global commercial function and consolidate the global team’s strategy and approach to continue building strong partnerships with key battery market players. He previously led Li-Cycle’s Asia-Pacific region and brings 20 years of experience in strategy and business development and leading growth in untapped markets to drive robust performance. Previous to Li-Cycle, Mr. Li served as Global Business Director for lithium carbonate at Albemarle Corporation.

With the changes to the centralized and reduced size of the organization, Debbie Simpson, Chief Financial Officer, will be leaving the Company to pursue new opportunities. Since joining the Company in December 2021, Ms. Simpson has made a significant contribution to Li-Cycle through her executive leadership in financial management and strategic initiatives. She has helped lead the strategic funding roadmap for the Company and built a finance function to support the Company’s focus on fiscal responsibility and strong governance. Ms. Simpson will continue to support the team until May 31, 2024, to ensure a smooth transition.

The Company is pleased to announce that Craig Cunningham has joined Li-Cycle as its interim Chief Financial Officer, effective immediately. Mr. Cunningham has an extensive background in executive level leadership and brings more than 17 years of accounting, finance, operational, and capital markets experience. Most recently, he was Chief Financial Officer at Electra Battery Materials and prior to that served as Vice President and Regional Financial Officer at Kinross Gold.

With the change to a centralized organization model, Richard Storrie will cease serving as the Company’s Regional President, Europe, Middle East and Africa (EMEA) to pursue other opportunities. Mr. Storrie has provided strong leadership for the Company in both the EMEA and North America regions and has made significant contributions to Li-Cycle’s operations, commercial activities, and execution of its growth strategy. He will continue in an advisory role until May 31, 2024, to support the transition.

“We would like to extend our sincere thanks to Ms. Simpson and Mr. Storrie for their dedication and valuable contributions to the Company. We wish them the very best in their future endeavors,” said Mr. Kochhar. “We are also excited to welcome Mr. Spollen, Mr. Li and Mr. Cunningham to their new roles. We believe their leadership, expertise and experience will be key to Li-Cycle’s future success.”

In addition to the leadership changes, and as part of the Company’s Cash Preservation Plan and the change from a regional to a centralized management model, the Company is taking other steps to reduce its workforce, primarily at the corporate level. Overall, the Company expects to reduce approximately 60 positions, representing approximately 17% of the Company’s global workforce. The Company estimates that it will incur total charges of approximately $8.3 million in connection with the workforce reductions, with the majority of these costs to be incurred as cash severance payments over the next twelve months. These steps are expected to generate approximately $10 million in payroll and benefit cost savings on an annualized basis.

Mr. Kochhar continued, “I want to thank all of the impacted Li-Cycle team members, as they played a key role in helping us work towards our vision of creating a more sustainable lithium-ion battery supply chain. Although our Cash Preservation Plan is essential to position Li-Cycle for future success, we have deep appreciation and gratitude for their high-quality work and contributions and will provide the impacted Li-Cycle team members with support through a period of transition.”

 

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About Li-Cycle Holdings Corp.

Li-Cycle (NYSE: LICY) is a leading global lithium-ion battery resource recovery company. Established in 2016, and with major customers and partners around the world, Li-Cycle’s mission is to recover critical battery-grade materials to create a domestic closed-loop battery supply chain for a clean energy future. The Company leverages its innovative, sustainable and patent-protected Spoke & Hub Technologies™ to recycle all different types of lithium-ion batteries. At our Spokes, or pre-processing facilities, we recycle battery manufacturing scrap and end-of-life batteries to produce black mass, a powder-like substance which contains a number of valuable metals, including lithium, nickel and cobalt. At our future Hubs, or post-processing facilities, we plan to process black mass to produce critical battery-grade materials, including lithium carbonate, for the lithium-ion battery supply chain. For more information, visit https://li-cycle.com/.

Contacts

Investor Relations

Nahla A. Azmy

Sheldon D’souza

investors@li-cycle.com

Media

Louie Diaz

media@li-cycle.com

Forward-Looking Statements

Certain statements contained in this press release may be considered “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the U.S. Securities Act of 1933, as amended, Section 21 of the U.S. Securities Exchange Act of 1934, as amended, and applicable Canadian securities laws. Forward-looking statements may generally be identified by the use of words such as “believe”, “may”, “will”, “continue”, “anticipate”, “intend”, “expect”, “should”, “would”, “could”, “plan”, “potential”, “future”, “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, although not all forward-looking statements contain such identifying words. Forward-looking statements in this press release include but are not limited to statements about: the expected reduction of approximately 60 positions, representing approximately 17% of the Company’s global workforce; the estimated total charges of approximately $8.3 million in connection with the workforce reductions, with the majority of these costs to be incurred as cash severance payments over the next twelve months; the expected approximately $10 million in payroll and benefit cost savings on an annualized basis though the workforce reduction; the expectation that transition to a centralized model will better position the Company for future success and increase efficiencies; the expectations regarding the review of the go-forward plan for the Rochester Hub and the evaluation of additional financing and strategic alternatives; the expectations regarding the new management organizational structure; the expectations regarding changes to the Company’s Board and Committee composition, including identifying an independent Board chair; and the expectation that the leadership, expertise and experience of Mr. Spollen, Mr. Li and Mr. Cunnigham will be key to Li-Cycle’s future success. These statements are based on various assumptions, whether or not identified in this communication, including but not limited to assumptions regarding the timing, scope and cost of Li-Cycle’s projects, including paused projects; the processing capacity and production of Li-Cycle’s facilities; Li-Cycle’s expectations regarding near-term significant workforce reductions and the ability to right size and right shape the organization; Li-Cycle’s ability to source feedstock and manage supply chain risk; Li-Cycle’s ability to increase recycling capacity and efficiency; Li-Cycle’s ability to obtain financing on acceptable terms or execute any strategic transactions; Li-Cycle’s ability to retain and hire key personnel and maintain relationships with customers, suppliers and other business partners; the success of the Cash Preservation Plan, the outcome of the review of the go-forward strategy of the Rochester Hub; Li-Cycle’s ability to attract new suppliers or expand its supply pipeline from existing suppliers; general economic conditions; currency exchange and interest rates; compensation costs; and inflation.

 

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There can be no assurance that such estimates or assumptions will prove to be correct and, as a result, actual results or events may differ materially from expectations expressed in or implied by the forward-looking statements.

These forward-looking statements are provided for the purpose of assisting readers in understanding certain key elements of Li-Cycle’s current objectives, goals, targets, strategic priorities, expectations and plans, and in obtaining a better understanding of Li-Cycle’s business and anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes and is not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability.

Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Li-Cycle, and are not guarantees of future performance. Li-Cycle believes that these risks and uncertainties include, but are not limited to, the following: Li-Cycle’s inability to economically and efficiently source, recover and recycle lithium-ion batteries and lithium-ion battery manufacturing scrap, as well as third party black mass, and to meet the market demand for an environmentally sound, closed-loop solution for manufacturing waste and end-of-life lithium-ion batteries; Li-Cycle’s inability to successfully implement its global growth strategy, on a timely basis or at all; Li-Cycle’s inability to manage future global growth effectively; Li-Cycle’s inability to develop the Rochester Hub as anticipated or at all, and other future projects including its Spoke network expansion projects in a timely manner or on budget or that those projects will not meet expectations with respect to their productivity or the specifications of their end products; Li-Cycle’s history of losses and expected significant expenses for the foreseeable future as well as additional funds required to meet Li-Cycle’s liquidity needs and capital requirements in the future not being available to Li-Cycle on acceptable terms or at all when it needs them; risk and uncertainties related to Li-Cycle’s ability to continue as a going concern; uncertainty related to the success of Li-Cycle’s Cash Preservation Plan and related past and expected near-term further significant workforce reductions; Li-Cycle’s inability to attract, train and retain top talent who possess specialized knowledge and technical skills; Li-Cycle’s failure to oversee and supervise strategic review of all or any of Li-Cycle’s operations and capital project and obtain financing and other strategic alternatives; Li-Cycle’s ability to service its debt and the restrictive nature of the terms of its debt; Li-Cycle’s potential engagement in strategic transactions, including acquisitions, that could disrupt its business, cause dilution to its shareholders, reduce its financial resources, result in incurrence of debt, or prove not to be successful; one or more of Li-Cycle’s current or future facilities becoming inoperative, capacity constrained or disrupted, or lacking sufficient feed streams to remain in operation; the potential impact of the pause in construction of the Rochester Hub on the authorizations and permits granted to Li-Cycle for the operation of the Rochester Hub and the Spokes on pause; the risk that the New York state and municipal authorities determine that the permits granted to Li-Cycle for the production of metal sulphates at the Rochester Hub will be impacted by the change to MHP and the reduction in scope for the project; Li-Cycle’s failure to materially increase recycling capacity and efficiency; Li-Cycle expects to continue to incur significant expenses and may not achieve or sustain profitability; problems with the handling of lithium-ion battery cells that result in less usage of lithium-ion batteries or affect Li-Cycle’s operations; Li-Cycle’s inability to maintain and increase feedstock supply commitments as well as secure new customers and off-take agreements; a decline in the adoption rate of EVs, or a decline in the support by governments for “green” energy technologies; decreases in benchmark prices for the metals contained in Li-Cycle’s products; changes in the volume or composition of feedstock materials processed at Li-Cycle’s facilities; the development of an alternative chemical make-up of lithium-ion batteries or battery alternatives; Li-Cycle’s expected revenues for the Rochester Hub are expected to be derived significantly from a limited number of customers; uncertainty regarding the sublease agreement with Pike Conductor Dev 1, LLC related to the construction, financing and leasing of a warehouse and administrative building for the Rochester Hub; Li-Cycle’s insurance may not cover all liabilities and damages; Li-Cycle’s heavy reliance on the experience and expertise of its management; Li-Cycle’s reliance on third-party consultants for its regulatory compliance; Li-Cycle’s inability to complete its recycling processes as quickly as customers may require; Li-Cycle’s inability to compete successfully; increases in income tax rates, changes in income tax laws or disagreements with tax authorities; significant variance in Li-Cycle’s operating and financial results from period to period due to fluctuations in its operating costs and other factors; fluctuations in foreign currency exchange rates which could result in declines in reported sales and net earnings; unfavorable economic conditions, such as consequences of the global COVID-19 pandemic; natural disasters, unusually adverse weather, epidemic or pandemic outbreaks, cyber incidents, boycotts and geo-political events; failure to protect or enforce Li-Cycle’s intellectual property; Li-Cycle may be subject to intellectual property rights claims by third parties; Li-Cycle may be subject to cybersecurity attacks, including, but not limited to, ransomware; Li-Cycle’s failure to effectively remediate the material weaknesses in its internal control over financial reporting that it has identified or its failure to develop and maintain a proper and effective internal control over financial reporting; the potential for Li-Cycle’s directors and officers who hold Company common shares to have interests that may differ from, or be in conflict with, the interests of other shareholders; and risks related to adoption of Li-Cycle’s shareholder rights plan and amendment to the shareholder rights plan and the volatility of the price of Li-Cycle’s common shares.

 

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These and other risks and uncertainties related to Li-Cycle’s business are described in greater detail in the section entitled “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation—Key Factors Affecting Li-Cycle’s Performance” in its Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission and the Ontario Securities Commission in Canada. Because of these risks, uncertainties and assumptions, readers should not place undue reliance on these forward-looking statements. Actual results could differ materially from those contained in any forward-looking statement.

Li-Cycle assumes no obligation to update or revise any forward-looking statements, except as required by applicable laws. These forward-looking statements should not be relied upon as representing Li-Cycle’s assessments as of any date subsequent to the date of this press release.

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