Li-Cycle Receives Cease Trade Order from Ontario Securities Commission

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06/06/2025 - 09:15 AM

TORONTO--(BUSINESS WIRE)-- Li-Cycle Holdings Corp. (OTC Pink Markets: LICYQ) (“Li-Cycle” or the “Company”), a leading global lithium-ion battery resource recovery company, announced that, after close of markets on June 5, 2025, the Company received a cease trade order (“CTO”) issued by the Ontario Securities Commission (“OSC”) as a result of the Company’s failure to file periodic disclosures required by Ontario securities legislation.

These disclosures include the interim financial statements, and management’s discussion and analysis relating to such interim financial statements, for the period ended March 31, 2025, and certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings.

The CTO prohibits any person or company from trading, directly or indirectly, in any security of the Company in Ontario and each other jurisdiction of Canada that has a statutory reciprocal order provision, except in accordance with the conditions that are contained in the CTO, for as long as the CTO remains in effect.

A beneficial security holder of Li-Cycle who is not, and was not an insider or control person of the Company at the date of the CTO may sell securities of Li-Cycle acquired before the date of the CTO, if both of the following apply:

the sale is made through a "foreign organized regulated market" (or “FORM”), as defined in section 1.1 of the Universal Market Integrity Rules of the Canadian Investment Regulatory Organization; and
the sale is made through an investment dealer registered in a jurisdiction of Canada in accordance with applicable securities legislation.

Li-Cycle’s common shares are currently quoted on the OTC Pink Markets, which generally does not meet the FORM criteria.

As previously disclosed, on May 14, 2025, Li-Cycle and its subsidiaries in North America sought and obtained from the Ontario Superior Court of Justice (the “Court”) an order (the "Initial Order") providing them with creditor protection pursuant to Canada’s Companies' Creditors Arrangement Act (the "CCAA"). On May 15, 2025, the CCAA proceedings were recognized, and immediate stays of proceedings entered, by the United States Bankruptcy Court for the Southern District of New York pursuant to Chapter 15 of the United States Bankruptcy Code.

Given the ongoing CCAA proceedings and the Initial Order, as amended and restated on May 22, 2025, Li-Cycle has determined that it does not currently intend to devote additional time or financial resources towards its public disclosure obligations in Canada and the United States.

The Company’s common shares are expected to remain qualified to trade on the OTC Pink Markets for 180 days from the period end date of its most recently filed Annual Report on Form 10-K, which was for the period ended December 31, 2024. As Li-Cycle does not currently intend to file disclosures required by the U.S. Securities and Exchange Commission (“SEC”), the Company expects it will be moved from the OTC Pink Markets to the OTC Expert Markets on or around June 30, 2025, pursuant to SEC Rule 15c2-11.

Holders of Li-Cycle securities are urged to consult with their own investment advisors or legal counsel regarding the implications of the CTO.

A copy of the CTO can be found on SEDAR+ at https://www.sedarplus.ca/. Additional information regarding the CCAA proceedings is available on the website of Alvarez & Marsal Canada Inc., the Court-appointed monitor of the Company during the CCAA proceedings, at https://www.alvarezandmarsal.com/LiCycle.

About Li-Cycle Holdings Corp.

Li-Cycle (OTC Pink Markets: LICYQ) 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. For more information, visit https://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 Company’s expectation that its common shares will remain qualified to trade on the OTC Pink Markets for 180 days following December 31, 2024, and that its common shares will be moved from the OTC Pink Markets to the OTC Expert Markets on or around June 30, 2025 pursuant to SEC Rule 15c2-11. These statements are based on various assumptions, whether or not identified in this communication, including but not limited to assumptions regarding the Company’s current and future liquidity and financial resources and the Company’s CCAA process. 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 risks and uncertainties related to Li-Cycle’s business are described in greater detail in the section titled "Part I - Item 1A. Risk Factors" and “Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC 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.