Early Warning Press Release in Respect of Li-Cycle Holdings Corp.

This press release is issued pursuant to National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues

NEW YORK, May 16, 2025 /CNW/ - Glencore Canada Corporation (the "Company" or "Glencore") today announced that: (i) the Company has entered into an equity and asset purchase agreement dated May 14, 2025 (the "EAPA") with Li-Cycle Holdings Corp. (the "Issuer") and certain of its subsidiaries; and (ii) an affiliate of the Company has entered into a term sheet dated May 14, 2025 (the "DIP Term Sheet") with the Issuer that would, subject to approval of the Court (as defined below) and the terms of the DIP Term Sheet, provide the Issuer a USD$10.5 million debtor-in-possession financing facility.

The Issuer has: (i) sought and obtained an initial order from the Ontario Superior Court of Justice (Commercial List) (the "Court") that provided the Issuer and certain of its subsidiaries with protection from their creditors and other relief under the Companies' Creditors Arrangement Act (Canada) (the "CCAA"); and (ii) commenced ancillary insolvency proceedings under Chapter 15 of Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York.

Under the EAPA, the Company has agreed to serve as the "stalking horse" bid in an anticipated Court-supervised sale and investment solicitation process (the "Anticipated SISP") in the Issuer's CCAA proceeding. The EAPA remains subject to the Court's approval in all respects, including the Court's approval of the EAPA serving as the "stalking horse" in the Anticipated SISP and, if the EAPA is determined to be the "Successful Bid" under the Anticipated SISP, the Court's approval of the EAPA on a final basis (collectively, the "Approvals").

If the Approvals are obtained and the transaction contemplated in the EAPA is consummated in accordance with its terms, the Company and/or its designees would acquire certain shares and assets of the Issuer and its subsidiaries, including its Arizona Spoke, Alabama Spoke, New York Spoke, Germany Spoke, Rochester Hub project, and its intellectual property, as well as assume of certain liabilities of the Issuer and/or its subsidiaries. The precise scope of acquired assets and assumed liabilities under the EAPA is subject to Glencore's final determination in accordance with the terms of the EAPA.

Glencore also provided an update with respect to its previously announced investment in unsecured and secured convertible notes (the "Convertible Notes") by the Company in an aggregate principal amount of USD$327,405,516.54 issued by the Issuer. The Company previously announced that it could become, as of March 14, 2025, the beneficial holder of more than 10% of the issued and outstanding common shares of the Issuer ("Common Shares") upon conversion of the Convertible Notes. If the Convertible Notes were converted in full at the conversion prices in effect as at March 14, 2025 (including accrued but unpaid interest through March 13, 2025), the Company would hold 84,404,412 Common Shares, representing approximately 66.7% of the outstanding Common Shares on a partially-diluted basis, including 7,423 Common Shares held by a nominee director of the Company for the benefit of the Company, Glencore International AG and/or Glencore plc (collectively, the "Reporting Persons"). If the Convertible Notes were converted in full at the conversion prices in effect as at May 16, 2025 (including accrued but unpaid interest through May 15, 2025), the Company would hold 85,880,091 Common Shares, representing approximately 65.9% of the outstanding Common Shares on a partially-diluted basis, including 7,423 Common Shares held by the Reporting Persons.

The Company may in the future, depending on various factors and subject to the terms of the Anticipated SISP, the DIP Term Sheet, orders of the Court under the Issuer's CCAA proceeding, the EAPA and applicable securities laws, increase or decrease its beneficial ownership, control or direction over securities of the Issuer, including the Convertible Notes. Subject to the terms of the Anticipated SISP, the Company may also engage in discussions or negotiations with other debtholders, shareholders and other stakeholders of the Issuer in connection with various matters depending on how the Issuer's CCAA proceeding unfolds as may be appropriate in the circumstances.

Each of the Reporting Persons reserves the right to change its plans and intentions regarding the Issuer, at any time, as it deems appropriate.

The Company is a wholly-owned indirect subsidiary of Glencore plc, a globally diversified natural resource producer and commodities trading company.

An early warning report prepared pursuant to the requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues by Glencore Ltd. will be filed on SEDAR+ at www.sedarplus.com under the Issuer's profile. To obtain more information or to obtain a copy of the early warning report to be filed in respect of this news release, please contact the Company at the contact details noted below. Additional information about the Issuer's CCAA proceeding, including information about the Anticipated SISP, can be found on the website of the Court-appointed Monitor at http://www.alvarezandmarsal.com/LiCycle.

Notes for Editors

Glencore is one of the world's largest global diversified natural resource companies and a major producer and marketer of more than 60 commodities that advance everyday life. Through a network of assets, customers and suppliers that spans the globe, we produce, process, recycle, source, market and distribute the commodities that support decarbonisation while meeting the energy needs of today.

With around 150,000 employees and contractors and a strong footprint in over 30 countries in both established and emerging regions for natural resources, our marketing and industrial activities are supported by a global network of more than 50 offices.

Glencore's customers are industrial consumers, such as those in the automotive, steel, power generation, battery manufacturing and oil sectors. We also provide financing, logistics and other services to producers and consumers of commodities.

Glencore is proud to be a member of the Voluntary Principles on Security and Human Rights and the International Council on Mining and Metals. We are an active participant in the Extractive Industries Transparency Initiative.

We will support the global effort to achieve the goals of the Paris Agreement through our efforts to decarbonise our own operational footprint. For more information see our 2024-2026 Climate Action Transition Plan available on our website at glencore.com/publications.

The Company's head office is located at 100 King Street West, Suite 6900, Toronto, M5X 1E3.

SOURCE Glencore Canada Corporation

Contact Information: Glencore Canada Corporation: Martin Fewings, t: [phone], m: [phone], [email protected]