Electra Battery Materials Corp Sample Contracts
ELECTRA BATTERY MATERIALS CORPORATION, THE GUARANTORS PARTY HERETO, AND GLAS TRUST COMPANY LLC, as Trustee and Collateral Trustee INDENTURE Dated as of November 27, 2024 12.00% Convertible Senior Secured Notes due 2027Indenture • April 24th, 2025 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies • New York
THIS INDENTURE, dated as of November 27, 2024, between Electra Battery Materials Corporation, a Canadian corporation, as issuer (the “Company,” or the “Issuer,” as more fully set forth in Section 1.01), the Guarantors party hereto (as defined herein) and GLAS Trust Company LLC, a limited liability company organized and existing under the laws of the State of New Hampshire, as trustee (the “Trustee,” as more fully set forth in Section 1.01) and collateral trustee (the “Collateral Trustee,” as more fully set forth in Section 1.01).
UNDERWRITING AGREEMENTUnderwriting Agreement • April 14th, 2022 • Electra Battery Materials Corp • Ontario
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • June 27th, 2025 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies • New York
Electra Battery Materials Corporation, a company organized under the laws of Canada (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
ELECTRA BATTERY MATERIALS CORPORATION, THE GUARANTORS PARTY HERETO, AND GLAS TRUST COMPANY LLC, as Trustee and Collateral Trustee INDENTURE Dated as of February 13, 2023 Convertible Senior Secured Notes due 2028Indenture • February 14th, 2023 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies • New York
THIS INDENTURE, dated as of February 13, 2023, between Electra Battery Materials Corporation, a Canadian corporation, as issuer (the “Company,” or the “Issuer,” as more fully set forth in Section 1.01), the Guarantors party hereto (as defined herein) and GLAS Trust Company LLC, a New Hampshire limited liability company, as trustee (the “Trustee,” as more fully set forth in Section 1.01) and collateral trustee (the “Collateral Trustee,” as more fully set forth in Section 1.01).
First Cobalt Corp. Shares of Common Stock EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • April 14th, 2022 • Electra Battery Materials Corp • Ontario
First Cobalt Corp., a company continued under the Canada Business Corporations Act ("First Cobalt" or the "Company"), confirms its agreement (this "Agreement") with Cantor Fitzgerald Canada Corporation (the "Agent") to issue and sell common shares of the Company upon and subject to the terms and conditions contained herein. Capitalized terms used herein have the meanings given to them in Section 23 hereof.
Electra Battery Materials Corporation Common Shares AMENDED & RESTATED EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 17th, 2022 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies • Ontario
Electra Battery Materials Corporation (formerly First Cobalt Corp.), a company continued under the Canada Business Corporations Act (“Electra” or the “Company”), confirms its agreement (this “Agreement”) with CIBC World Markets Inc. (the “Canadian Agent”) and CIBC World Markets Corp. (the “U.S. Agent” and together with the Canadian Agent, the “Agents”) to issue and sell common shares of the Company upon and subject to the terms and conditions contained herein. This Agreement amends and restates in its entirety that certain equity distribution agreement, dated as of January 13, 2022, between the Company and the Canadian Agent. Capitalized terms used herein have the meanings given to them in Section 23 hereof.
THIS SECOND SUPPLEMENTAL WARRANT INDENTURE is made as of November 27, 2024.Warrant Indenture • November 27th, 2024 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies • Ontario
CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • April 24th, 2025 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies
This CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (this “Convertible Note Subscription Agreement”) is entered into on November 25, 2024, by and among Electra Battery Materials Corporation (the “Issuer”), a corporation continued under the Canada Business Corporations Act (the “Act”), and the undersigned subscriber (“Subscriber”).
SUPPLEMENTAL INDENTURESupplemental Indenture • November 27th, 2024 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies
This SUPPLEMENTAL INDENTURE, dated as of November 27, 2024 (this “Supplemental Indenture”), is by and among Electra Battery Materials Corporation (the “Company”), the Guarantors party hereto, and GLAS Trust Company, LLC, as Trustee and Collateral Trustee. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Indenture, dated as of February 13, 2023 (the “Indenture”), between the Company, the Guarantors party thereto, and GLAS Trust Company LLC, as Trustee and Collateral Trustee.
EQUITY SUBSCRIPTION AGREEMENTEquity Subscription Agreement • April 24th, 2025 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies
This EQUITY SUBSCRIPTION AGREEMENT (this “Equity Subscription Agreement”) is entered into on November 25, 2024, by and among Electra Battery Materials Corporation (the “Issuer”), a corporation continued under the Canada Business Corporations Act (the “Act”), and the undersigned subscriber (“Subscriber”).
LIMITED WAIVERLimited Waiver • November 27th, 2024 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies • New York
This LIMITED WAIVER is dated as of November 27, 2024, by and among Electra Battery Materials Corporation (the “Company”), the undersigned Guarantors, the undersigned Holders, and GLAS Trust Company, LLC, as Trustee for the Holders. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Indenture, dated as of February 13, 2023 (the “Indenture”), between the Company, the Guarantors party thereto, and GLAS Trust Company LLC, as Trustee and Collateral Trustee.
BOARD NOMINATION AGREEMENTBoard Nomination Agreement • August 25th, 2025 • Electra Battery Materials Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario
PANDORA SELECT PARTNERS, LP, an exempted limited partnership formed under the laws of the Cayman Islands (together with WRP, WGT and WMP, the “Whitebox Funds”)
ELECTRA BATTERY MATERIALS CORPORATION - and - AMENDED AND RESTATED COBALT ROYALTY AGREEMENTCobalt Royalty Agreement • October 24th, 2025 • Electra Battery Materials Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario
THIS AMENDED AND RESTATED ROYALTY AGREEMENT (this “Royalty Agreement”), dated as of October 22, 2025, amends and restates in its entirety that certain Royalty Agreement (the “2023 Royalty Agreement”), dated as of February 13, 2023, between Electra Battery Materials Corporation, a company incorporated under the federal laws of Canada (the “Company”) and [●] (the “Royalty Holder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 24th, 2025 • Electra Battery Materials Corp • Mining & quarrying of nonmetallic minerals (no fuels)
This REGISTRATION RIGHTS Agreement (this “Agreement”) is entered into as of October 22, 2025 by and among Electra Battery Materials Corporation (together with its successor and permitted assigns, the “Company”), and each of the Shareholders (as defined below) signatory hereto.
AMENDMENT NO. 1 TO TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • September 18th, 2025 • Electra Battery Materials Corp • Mining & quarrying of nonmetallic minerals (no fuels)
This amendment, dated as of September 17, 2025 (this “Amendment”), to that certain Transaction Support Agreement, dated as of August 21, 2025 (together with all exhibits, schedules, and attachments thereto, and as may be further amended, supplemented, amended and restated, or otherwise modified from time to time in accordance with the terms thereof, the “Transaction Support Agreement”), is entered into by and among (i) the Company and (ii) the undersigned Consenting Convertible Noteholders. The Company and the undersigned Consenting Convertible Noteholders are each, a “Party” and, collectively, are the “Parties”. Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Transaction Support Agreement.
ContractTransaction Support Agreement • August 25th, 2025 • Electra Battery Materials Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS TRANSACTION SUPPORT AGREEMENT IS NOT AN OFFER, SOLICITATION, OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES. ANY SUCH OFFER, SOLICITATION, OR ACCEPTANCE WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS. Nothing contained in thIS TRANSACTION SUPPORT AGREEMENT shall be an admission of fact or liability OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED HEREIN, DEEMED BINDING ON ANY OF THE PARTIES HERETO.
EXCHANGE AGREEMENTExchange Agreement • October 24th, 2025 • Electra Battery Materials Corp • Mining & quarrying of nonmetallic minerals (no fuels)
Exchange Agreement, dated as of October 22, 2025 (this “Agreement”), among Electra Battery Materials Corporation (the “Company”), Cobalt Camp Refinery Ltd., Cobalt Project International Corp., Cobalt Industries of Canada Corp., US Cobalt Inc., Cobalt Camp Ontario Holdings Corp., 1086370 B.C. Ltd., Idaho Cobalt Company, Scientific Metals (Delaware) Corp., Acacia Minerals Pty Limited (ACN 127 419 729), Cobalt One Pty Ltd (ACN 127 411 796) and Ophiolite Consultants Pty Limited (ACN 092 694 490) (collectively, the “Guarantors”), and each undersigned holder (each, a “Holder”). If there is only one Holder, then each reference thereto in this Agreement will be deemed to refer to such Holder in the singular, mutatis mutandis.
LIMITED WAIVERLimited Waiver • April 24th, 2025 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies • New York
This LIMITED WAIVER is dated as of November 27, 2024, by and among Electra Battery Materials Corporation (the “Company”), the undersigned Guarantors, the undersigned Holders, and GLAS Trust Company, LLC, as Trustee for the Holders. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Indenture, dated as of February 13, 2023 (the “Indenture”), between the Company, the Guarantors party thereto, and GLAS Trust Company LLC, as Trustee and Collateral Trustee.
LIMITED WAIVERLimited Waiver • April 24th, 2025 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies • New York
This LIMITED WAIVER is dated as of August 14, 2024, by and among Electra Battery Materials Corporation (the “Company”), the undersigned Guarantors, the undersigned Holders, and GLAS Trust Company, LLC, as Trustee for the Holders. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Indenture, dated as of February 13, 2023 (the “Indenture”), between the Company, the Guarantors party thereto, and GLAS Trust Company LLC, as Trustee and Collateral Trustee.
THIS FIRST SUPPLEMENTAL WARRANT INDENTURE is made as of January 12, 2024.First Supplemental Warrant Indenture • April 24th, 2025 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies • Ontario
FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • July 20th, 2026 • Electra Battery Materials Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is entered into as of July 20, 2026, by and among ELECTRA BATTERY MATERIALS CORPORATION, a Canadian corporation, as borrower (the “Borrower”), certain of its Subsidiaries, as Guarantors, GLAS USA LLC, a limited liability company organized and existing under the laws of the State of New Jersey, as administrative agent (in such capacity, the “Administrative Agent”), GLAS TRUST COMPANY LLC, a limited liability company organized and existing under the laws of the State of New Hampshire, as collateral agent (in such capacity, the “Collateral Agent”), and the Lenders signatory hereto, which constitute the Requisite Lenders under the Credit Agreement as of the First Amendment Effective Date. Capitalized terms used herein that are not otherwise defined herein shall have the respective meanings assigned to such terms in the Amended Credit Agreement (as defined below).
CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • October 24th, 2025 • Electra Battery Materials Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of October 22, 2025, is entered into by and among Electra Battery Materials Corporation, a Canadian corporation (“Company”), as borrower, and certain of its respective Subsidiaries, as Guarantors, the Lenders party hereto from time to time, and GLAS USA LLC, a limited liability company organized and existing under the laws of the State of New Jersey, as administrative agent (in such capacity, “Administrative Agent”) and GLAS Trust Company LLC, a limited liability company organized and existing under the laws of the State of New Hampshire, as collateral agent (in such capacity, “Collateral Agent”) for the Lenders.
THIS SECOND SUPPLEMENTAL WARRANT INDENTURE is made as of November 27, 2024.Second Supplemental Warrant Indenture • April 24th, 2025 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies • Ontario
LIMITED WAIVERLimited Waiver • February 28th, 2024 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies • New York
This LIMITED WAIVER is dated as of February 27, 2024, by and among Electra Battery Materials Corporation (the “Company”), the undersigned Holders, and GLAS Trust Company, LLC, as Trustee for the Holders. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Indenture, dated as of February 13, 2023 (the “Indenture”), between the Company, the Guarantors party thereto, and GLAS Trust Company LLC, as Trustee and Collateral Trustee.
ELECTRA BATTERY MATERIALS CORPORATION as the Corporation and TSX TRUST COMPANY as the Warrant Agent WARRANT INDENTURE Providing for the Issue of Warrants Dated as of October 22, 2025Warrant Indenture • October 24th, 2025 • Electra Battery Materials Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario
WHEREAS in connection with a “best efforts” private placement, and pursuant to the Agency Agreement (as defined herein) entered into in connection therewith, the Corporation proposes to issue 46,000,000 Units (as defined herein) a price of US$0.75 per Unit (the “Brokered Offering”);
AGENCY AGREEMENTAgency Agreement • April 14th, 2022 • Electra Battery Materials Corp • Ontario
AMENDMENT NO. 2 TO TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • October 24th, 2025 • Electra Battery Materials Corp • Mining & quarrying of nonmetallic minerals (no fuels)
This amendment, dated as of October 21, 2025 (this “Amendment”), to that certain Transaction Support Agreement, dated as of August 21, 2025 as amended September 17, 2025 (together with all exhibits, schedules, and attachments thereto, and as may be further amended, supplemented, amended and restated, or otherwise modified from time to time in accordance with the terms thereof, the “Transaction Support Agreement”), is entered into by and among (i) the Company and (ii) the undersigned Consenting Convertible Noteholders. The Company and the undersigned Consenting Convertible Noteholders are each, a “Party” and, collectively, are the “Parties”. Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Transaction Support Agreement.
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • December 23rd, 2025 • Electra Battery Materials Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
SUPPLEMENTAL INDENTURESupplemental Indenture • April 24th, 2025 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies
This SUPPLEMENTAL INDENTURE, dated as of November 27, 2024 (this “Supplemental Indenture”), is by and among Electra Battery Materials Corporation (the “Company”), the Guarantors party hereto, and GLAS Trust Company, LLC, as Trustee and Collateral Trustee. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Indenture, dated as of February 13, 2023 (the “Indenture”), between the Company, the Guarantors party thereto, and GLAS Trust Company LLC, as Trustee and Collateral Trustee.
LIMITED WAIVERLimited Waiver • August 15th, 2024 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies • New York
This LIMITED WAIVER is dated as of August 14, 2024, by and among Electra Battery Materials Corporation (the “Company”), the undersigned Guarantors, the undersigned Holders, and GLAS Trust Company, LLC, as Trustee for the Holders. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Indenture, dated as of February 13, 2023 (the “Indenture”), between the Company, the Guarantors party thereto, and GLAS Trust Company LLC, as Trustee and Collateral Trustee.