STOCK TITAN

Electra Battery Materials posts C$4.64M Q3 profit

Government programs include up to C$20 million from Canada and a C$17.5 million Ontario loan; Electra reported receiving neither by September 30, 2026.

Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
6-K

Rhea-AI Filing Summary

Electra Battery Materials Corp. (ELBM) reported C$4.639 million in net income for the third quarter of 2026, compared with a C$4.735 million loss a year earlier; a C$10.476 million gain from changes in U.S. warrant fair value contributed. For the first nine months, net income was C$41.809 million versus a C$19.420 million loss. Operating performance remained loss-making: nine-month operating loss was C$12.190 million, and cash used in operations was C$8.331 million, compared with C$6.917 million a year earlier.

The Ontario cobalt sulfate refinery entered full-scale construction in March 2026 and was within its approved US$73 million construction budget as of September 30, 2026. Timing for fiberglass-reinforced plastic process piping has created schedule pressure; the stated plan targets mechanical completion in Q2 2027 and commercial production in Q4 2027. Electra says it has secured 100% of the cobalt feed needed for commissioning and ramp-up through 2027, while approximately 60% of planned output through 2029 is committed to LG Energy Solution. The company says recurring operating losses and negative operating cash flows raise substantial doubt about its ability to continue as a going concern.

1 point · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

1 major · 3 points

How the balance works

Positive

  • Minor pointQuarterly net income was C$4.639 million, versus a C$4.735 million loss.

Negative

  • Major pointGoing-concern doubt and C$8.331 million of nine-month operating cash use.
  • Moderate pointNine-month operating cash use rose to C$8.331 million from C$6.917 million.
  • Moderate pointNine-month operating loss widened to C$12.190 million from C$11.297 million.

Filing Explained

The shares were issued and reduced existing holders’ proportional ownership; Canadian and Ontario funding remained unreceived and separate from cash at September 30, 2026.

Electra’s interim report records its financial position at September 30, 2026 and results for the three and nine months then ended. During the first nine months, Electra issued 7,893,903 common shares through its at-the-market offering for net proceeds of C$9,109 thousand; outstanding shares rose from 98,982,239 at the start of the year to 107,024,823. For holders who did not acquire additional shares, the completed issuance reduces their percentage ownership as the total share count rises.

At quarter-end, cash and cash equivalents were C$23,543 thousand, while purchase commitments totaled C$64,400 thousand, including C$31,476 thousand in 2026 and C$32,924 thousand in 2027.

Electra had signed a binding Canadian government investment agreement for up to C$20,000 thousand toward eligible project costs, but had received no funds by September 30, 2026. It had also finalized a C$17,500 thousand loan agreement with Invest Ontario, with no funds received by that date. Those agreed amounts were not cash on the quarter-end balance sheet.

Q3 net income C$4.639 million Three months ended September 30, 2026; compared with a C$4.735 million net loss in 2025.
Nine-month net income C$41.809 million Nine months ended September 30, 2026; compared with a C$19.420 million net loss in 2025.
Q3 gain from changes in U.S. warrant fair value C$10.476 million Three months ended September 30, 2026.
Nine-month operating loss C$12.190 million Nine months ended September 30, 2026; compared with C$11.297 million in 2025.
Cash used in operating activities C$8.331 million Nine months ended September 30, 2026; compared with C$6.917 million in 2025.
Approved refinery construction budget US$73 million Approved in February 2026; the project was within budget as of September 30, 2026.
Cobalt hydroxide feed secured 100% Feed required for commissioning and ramp-up through 2027.
Planned cobalt sulfate production committed Approximately 60% Production through 2029 committed to LG Energy Solution.
going concern basis financial
"prepared on a going concern basis"
An accounting assumption that a company will continue operating for the foreseeable future and will be able to meet its obligations, so assets and liabilities are recorded on that basis rather than at forced-sale or liquidation values. This matters to investors because it affects how items are measured and reported on the financial statements and can influence valuations and risk assessments; if the assumption is doubtful, auditors and companies disclose that uncertainty.
Pre-Funded Warrants financial
"The fair value of the Pre-Funded Warrants"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
brownfield hydrometallurgical facility technical
"permitted brownfield hydrometallurgical facility"
black mass technical
"Black mass is the material left after expired lithium-ion batteries are shredded"
Black mass is the dark, powdery mixture produced when end-of-life lithium‑ion batteries are shredded and processed; it contains concentrated metals and active battery materials such as lithium, nickel, cobalt, manganese, copper and graphite. It matters to investors because it is the key raw material for recycling these valuable metals—like extracting coins from old electronics—so its availability, purity and processing costs affect supply, commodity prices, and the economics of battery makers, miners and recyclers.
mechanical completion technical
"mechanical completion in Q2 2027"
Mechanical completion is the point in a construction or engineering project when all equipment and systems have been installed and checked for basic workmanship, and the site is ready to move into final testing and commissioning. For investors, it signals that major construction risk has been removed and the project is closer to producing revenue or meeting contract milestones—like finishing a house’s structure and utilities before the final inspections and move-in.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did ELBM earn in Q3 2026?

Electra reported C$4.639 million in net income for the three months ended September 30, 2026, versus a C$4.735 million net loss in the year-earlier quarter. A C$10.476 million gain from changes in U.S. warrant fair value was included in the quarter’s results.

What government funding has ELBM arranged for its refinery?

A binding Government of Canada Strategic Response Fund investment provides up to C$20 million, comprising a non-repayable contribution of 25% of total funding and a repayable contribution of up to 75%; the repayable portion has a 15-year term commencing in 2030. Invest Ontario finalized a C$17.5 million loan at 6.9% on July 31, 2026. Neither program had provided funds as of September 30, 2026.

What is ELBM’s Nasdaq minimum-bid compliance deadline?

Electra said it was eligible for an additional 180-calendar-day period, through March 15, 2027, to regain compliance with Nasdaq’s US$1.00 minimum bid price requirement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 September 2026

 

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 ☒ Form 40-F ☐

 

Incorporation by Reference

 

The information contained in this Report on Form 6-K (this “Form 6-K”) and Exhibits 99.1 and 99.2 herewith are hereby incorporated by reference as an exhibit to (i) the Registration Statement on Form S-8 (File No. 333-264589), (ii) the Registration Statement on Form F-3, as amended (File No. 333-288364) and (iii) the Registration Statement on Form F-3, as amended (File No. 333-291766) of Electra Battery Materials Corporation (the “Company”).

 

 

 

 

EXHIBIT INDEX

 

 

Exhibit NumberDescription
  
99.1Condensed Interim Consolidated Financial Statements for the three months ended September 30, 2026
99.2Management’s Discussion and Analysis for the three months ended September 30, 2026
99.3Press release dated November 9, 2026
99.4Form 52-109F2 CEO Certification of Interim Filings
99.5Form 52-109F2 CFO Certification of Interim Filings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 9, 2026  /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, 2026 AND 2025

(UNAUDITED)

(EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ELECTRA BATTERY MATERIALS CORPORATION

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

AS AT SEPTEMBER 30, 2026 AND DECEMBER 31, 2025

(expressed in thousands of Canadian dollars)

   September 30,
2026
   December 31,
2025 (audited)
 
ASSETS          
Current Assets          
Cash and cash equivalents  $23,543   $39,024 
Prepaid expenses and deposits   2,010    812 
Receivables (Note 4)   1,789    666 
    27,342    40,502 
Non-Current Assets          
Exploration and evaluation assets (Note 6)   91,898    88,776 
Property, plant and equipment (Note 5)   78,347    55,078 
Long-term restricted cash   1,208    1,208 
Total Assets  $198,795   $185,564 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
Current Liabilities          
Accounts payable and accrued liabilities  $11,231   $5,817 
US warrants (Note 11)   22,641    81,658 
Lease liability   36    55 
Deferred government grant (Note 8)   6,480    642 
    40,388    88,172 
Non-Current Liabilities          
Term loan (Note 10)   42,561    38,168 
Government loan payable (Note 8)   5,761    5,196 
Government grants (Note 8)   3,124    3,124 
Royalty (Note 9)   2,607    2,338 
Lease liability   4    27 
Asset retirement obligations (Note 7)   1,539    2,289 
Total Liabilities  $95,984   $139,314 
Shareholders’ Equity          
Common shares (Note 12)   429,249    419,966 
Reserves (Note 13)   35,503    33,143 
Accumulated other comprehensive income   4,607    1,498 
Deficit   (366,548)   (408,357)
Total Shareholders’ Equity  $102,811   $46,250 
Total Liabilities and Shareholders’ Equity  $198,795   $185,564 
Going concern (Note 1)          
Commitments and contingencies (Note 18)          
Subsequent events (Note 21)
          

 

Approved on behalf of the Board of Directors and authorized for issue on November 6, 2026

 

Alden Greenhouse, Director   Trent Mell, Director  

 

See accompanying notes to condensed interim consolidated financial statements.

 

Page 2 of 27

ELECTRA BATTERY MATERIALS CORPORATION

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

  

For the three months ended

September 30,

  

For the nine months ended

September 30,

 
   2026   2025   2026   2025 
Operating expenses                    
General and administrative  $938   $595   $2,542   $2,361 
Consulting and professional fees   542    1,447    2,950    3,515 
Exploration and evaluation expenditures   150    144    295    233 
Investor relations and marketing   409    115    1,009    326 
Salaries and benefits   1,603    1,564    3,512    4,114 
Share-based payments (Note 13)   684    193    1,882    748 
Operating loss:   4,326    4,058    12,190    11,297 
Other                    
Unrealized gain on marketable securities   —      —      —      4 
Gain (loss) on financial derivative liability – Convertible Notes   —      161    —      (4,675)
Changes in fair value of US warrants (Note 11)   10,476    (3)   59,017    (103)
Other non-operating income (loss) (Note 14)   (1,511)   (835)   (5,018)   (3,349)
Net income (loss)  $4,639   $(4,735)  $41,809   $(19,420)
                     
Other comprehensive income (loss):                    
Fair value adjustment of 2028 Notes and 2027 Notes due to own credit risk   —      23    —      1,821 
Foreign currency translation gain (loss)   (144)   1,782    3,109    (3,031)
                     
Net income (loss) and other comprehensive income (loss)  $4,495   $(2,930)  $44,918   $(20,630)
Basic income (loss) per share (Note 15)  $0.04   $(0.27)  $0.40   $(1.15)
Weighted average number of common shares outstanding - Basic (Note 15)   106,855,428    17,809,773    104,749,800    16,873,739 
Diluted income (loss) per share (Note 15)  $0.00   $(0.27)  $0.24   $(1.15)
Weighted average number of common shares outstanding - Diluted (Note 15)   133,818,871    17,809,773    131,768,697    16,873,739 

 

See accompanying notes to condensed interim consolidated financial statements.

 

Page 3 of 27

ELECTRA BATTERY MATERIALS CORPORATION

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

       Common Shares                 
   Number of shares   Amount   Reserves  

Accumulated Other

Comprehensive Income

   Deficit   Total 
Balance – January 1, 2026   98,982,239   $419,966   $33,143   $1,498   $(408,357)  $46,250 
Other comprehensive earnings for the period, net of taxes   —      —      —      3,109    —      3,109 
Net income for the period   —      —      —      —      41,809    41,809 
Share-based payment expense   —      —      1,834    —      —      1,834 
Directors’ fees paid in deferred share units   —      —      605    —      —      605 
Exercise of deferred share units (Note 13)   21,487    79    (79)   —      —      —   
Shares issued for cash net of transaction costs of $372 (Note 12)   7,893,903    9,109    —      —      —      9,109 
Shares issued for employee share purchase plan (Note 13)   127,194    95    —      —      —      95 
Balance – September 30, 2026   107,024,823   $429,249   $35,503   $4,607   $(366,548)  $102,811 
                               
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 $337 (Note 12)   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 

 

See accompanying notes to condensed interim consolidated financial statements.

 

 

 

Page 4 of 27

ELECTRA BATTERY MATERIALS CORPORATION

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

   For the nine months ended
September 30,
 
   2026   2025 
Operating activities          
Net income (loss)  $41,809   $(19,420)
Adjustments for items not affecting cash:          
Share-based payments   1,882    815 
Change in fair value of marketable securities   —      (4)
Realized gain on marketable securities   —      (1)
Depreciation (Note 5)   96    43 
Accretion (Notes 7, 8, 9 and 10)   1,232    617 
Director’s fees paid in DSU   605    —   
Interest expense on convertible 2028 and 2027 Notes   —      8,152 
Changes in fair value of convertible 2028 Notes and 2027 Notes   —      5,776 
Interest expense on term loan (Note 10)   3,206    —   
Fair value warrants 2028 Notes   —      (1,100)
Changes in fair value of US warrants (Note 11)   (59,017)   103 
Gain on extinguishment of government loan   (41)   (3,311)
Unrealized (gain) loss on foreign exchange   638    (2,102)
   $(9,590)  $(10,432)
Changes in working capital:          
(Increase) decrease in receivables   (1,123)   898 
(Increase) decrease in prepaid expenses and other assets   (1,198)   (564)
Increase (decrease) in accounts payable and accrued liabilities   3,580    3,181 
Cash used in operating activities  $(8,331)  $(6,917)
           
Investing activities          
Proceeds from sale of marketable securities   —      17 
Additions to property, plant and equipment (Note 5)   (22,089)   (1,113)
Cash used in investing activities  $(22,089)  $(1,096)
           
Financing activities          
Proceeds from non-brokered private placement, net of transaction costs $337 (Note 12)   —      4,680 
Repayment of government loans (Note 8)   —      (27)
Proceeds from bridge loan   —      2,784 
Proceeds from ATM – net of transaction costs of $372 (Note 12)   9,109    —   
Proceeds from ESPP (Note 13)   47    —   
Payment of lease liability, net of interest   (46)   (98)
Proceeds from deferred government grant   5,838    —   
Cash provided by financing activities  $14,948   $7,339 
Change in cash during the period   (15,472)   (674)
Effect of exchange rates   (9)   1 
Cash, beginning of the period   39,024    3,717 
Cash, end of period  $23,543   $3,044 

 

See accompanying notes to condensed interim consolidated financial statements.

 

Page 5 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

 

1.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 currently in the process of building a refinery focused on the 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 40 Temperance Street, Suite 3200, Bay Adelaide Centre – North Tower, Toronto, Ontario, Canada M5H 0B4 and the corporate head office is located at 133 Richmond Street W, Suite 602, Toronto, Ontario, M5H 2L3.

 

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, 2026 and December 31, 2025, the Company had an accumulated deficit of $366,548 and $408,357, 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. 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.

 

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 operating losses and net cash outflows from operating activities.

 

Page 6 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

During the year ended December 31, 2025, the Company completed private placements and raised US$38,000 in gross proceeds from issuance of common shares and warrants, as detailed in Note 12 and completed restructuring transaction with its 2028 and 2027 noteholders. In addition, during the nine months ended September 30, 2026, the Company raised proceeds of approximately $9,109, net of transactions costs under its At The Market Offering Agreement (“ATM”).

 

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 Preparation 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 Standards 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 6, 2026.

 

3. New Accounting Standards Issued

 

A number of new standards, and amendments to standard(s) and interpretations, are not yet effective for the current period, and have not been early adopted in preparing these condensed interim consolidated financial statements.

 

In May 2024, the IASB issued amendments to IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments. These amendments clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; add new disclosures for certain instruments with contractual terms that can change cash flows (such as some instruments with features linked to the achievement of environment, social and governance targets); and update the disclosures for equity instruments designated at fair value through other comprehensive income. These amendments apply to annual reporting periods beginning on or after January 1, 2026. The Company adopted these amendments on January 1, 2026 and they did not have material impact on the Company’s consolidated financial statements.

 

Page 7 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. IFRS 18 replaces IAS 1 Presentation of Financial Statements. It carries forward many requirements from IAS 1. IFRS 18 applies to annual reporting periods beginning on or after January 1, 2027. Earlier application is permitted. The standard must be applied retrospectively with restatement of comparative information. The key new concepts introduced in IFRS 18 relate to: the structure of the statement of profit or loss; required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements; and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes. The Company is currently assessing the impact and efforts related to adopting IFRS 18. The Company expects the standard will primarily affect the presentation and disclosure of information within these consolidated financial statements.

 

Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates and are not expected to have a significant impact on the Company’s consolidated financial statements.

 

4.Receivables

 

   September 30,
2026
   December 31,
2025
 
GST receivables  $1,705   $505 
Grant receivables   —      146 
Other   84    15 
   $1,789   $666 

 

5.Property, Plant and Equipment

 

Cost  Property, Plant and Equipment   Construction in Progress   Right-of-use Assets   Total 
January 1, 2025  $7,072   $43,987   $301   $51,360 
Additions during the period   364    4,128    —      4,492 
Transfers to capital long-term prepayments   —      139    —      139 
Asset retirement obligation - Change in estimate   (646)   —      —      (646)
Balance December 31, 2025  $6,790   $48,254   $301   $55,345 
Additions during the period   —      24,181    —      24,181 
Asset retirement obligation - Change in estimate   (816)   —      —      (816)
Balance September 30, 2026  $5,974   $72,435   $301   $78,710 
Accumulated Depreciation                    
January 1, 2025  $10   $—     $161   $171 
Change for the period   38    —      58    96 
Balance December 31, 2025  $48   $—     $219   $267 
Change for the period   53    —      43    96 
Balance September 30, 2026  $101   $—     $262   $363 
Net Book Value                    
Balance December 31, 2025  $6,742   $48,254   $82   $55,078 
Balance September 30, 2026  $5,873   $72,435   $39   $78,347 

 

Majority of the Company’s property, plant, and equipment assets relate to the Refinery located near Temiskaming Shores, Ontario, Canada. The Department of Defense (“DoD”) retains title to certain construction in progress assets (Note 8) the remaining property, plant and equipment and construction in progress are pledged as security for the term loan (Note 10).

 

Page 8 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

During the nine months ended September 30, 2026, the Company capitalized borrowing costs of $258 (December 31, 2025 – $Nil) using a weighted average capitalization rate of 13%.

 

6.Exploration and Evaluation Assets

 

  

January 1,

2025

  

Foreign

Exchange

   December 31, 2025  

Foreign

Exchange

   September 30, 2026 
Idaho, USA  $93,200   $(4,424)  $88,776   $3,122   $91,898 

 

All of the Iron Creek mineral properties are pledged as security for the term loan. Upon successful commissioning of the Refinery, the Iron Creek mineral properties will be released from the term loan 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. 

 

7.Asset Retirement Obligation

 

As at September 30, 2026, the estimated cost of closure is $3,488. The Company maintains a surety bond for $3,450 as financial assurance based on the October 2021 closure plan. The closure plan was filed and accepted in March 2022 and updated in November 2022.

 

The full estimated closure cost in the latest closure plan incorporated a number of 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, 2026. The following assumptions were used to calculate the asset retirement obligation:

 

·Discounted cash flows of $1,539 (December 31, 2025 - $2,289);
·Closure activities date in year 2073 (December 31, 2025 – 2073);
·Risk-free discount rate of 4.30% (December 31, 2025 – 3.84%); and
·Long-term inflation rate of 2.5% (December 31, 2025 – 3.0%).

 

The continuity of the asset retirement obligation at September 30, 2026 and December 31, 2025 are as follows:

 

   September 30,
2026
   December 31,
2025
 
Balance at January 1,  $2,289   $2,842 
Change in estimate from discounting and estimate of costs   (816)   (646)
Accretion   66    93 
Balance  $1,539   $2,289 

 

Page 9 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

8.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 was 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.

 

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 as at December 31, 2025 and $41 as at September 30, 2026, which has been recognized in Other non-operating loss in the statement of income (loss) and other comprehensive income (loss). The fair value of the amended loan was estimated using fair market interest rate of 16%.

 

On June 10, 2024, the Company was awarded $5,000 in contribution funding from Natural Resources Canada (“NRCan”) to support the development of its proprietary battery materials recycling technology. In 2026, the agreement was amended and the contribution funding was reduced to approximately $2,000.

 

On August 19, 2024, the Company was awarded US$20,000 by the DoD. The award was made pursuant to Title III of the Defense Production Act (“DPA”) to expand domestic production capability.

Reimbursement received from DoD as at September 30, 2026 totals $6,480 (December 31, 2025 - $642). Once the conditions of the agreement are met the deferred government grant will be derecognized against the corresponding assets.

 

On March 31, 2026, the Company signed a binding investment agreement (the “Investment”) with the Government of Canada under the Strategic Response Fund (“SRF”). The Investment provides for total federal funding of up to $20,000 toward eligible project costs, consisting of a non-repayable contribution of 25% of the total funding and a repayable contribution of up to 75%. The repayable portion is subject to a 15-year repayment term commencing in 2030 and bears interest based on a formula tied to the Company’s financial performance and other factors. As at September 30, 2026, no funds had been received.

 

On July 31, 2026, the Company finalized definitive agreements with Invest Ontario, an agency of the Government of Ontario, for $17,500 loan for an interest rate of 6.9% per annum to support construction of its cobalt sulfate refinery in Temiskaming Shores, Ontario. Interest begins accruing on January 1, 2029 with repayment over 4 years commencing on December 31, 2029. As at September 30, 2026, no funds had been received.

 

 Page 10 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

The following table sets out the balances of Government Loan and Government Grant received at September 30, 2026 and December 31, 2025:

 

   Government Loan   Government Grant   Total 
Balance at January 1, 2025  $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   342    —      342 
Balance at December 31, 2025  $5,196   $3,124   $8,320 
Accretion   606    —      606 
Extinguishment of government loans   (155)   —      (155)
Recognition of new government loans due to extension of repayment commencement date   114    —      114 
Balance at September 30, 2026  $5,761   $3,124   $8,885 

 

9.Royalty

 

On October 22, 2025, the Company entered into amended and restated royalty agreements resulting in an extinguishment of the previous royalty liability. The fair value of the amended Royalty was estimated at October 22, 2025 using a discounted cash flow model. The key inputs included the market interest rate of 11.125% and cash flows estimates of future operating and gross revenues. During the year ended December 31, 2025, the loss on extinguishment amounting to $1,023 was included in other non-operating income (expense) in the condensed interim consolidated statement of income (loss) and other comprehensive income (loss).

 

   September 30,
2026
   December 31,
2025
 
Balance at January 1,  $2,338   $1,283 
Foreign exchange   —      (37)
Accretion   —      58 
Extinguishment of royalty   —      (1,304)
Foreign exchange   75    (37)
Recognition of new royalty due to amendment   —      2,327 
Accretion   194    48 
Balance  $2,607   $2,338 

 

10.Term Loan

 

The Term Loan issued in debt exchange of the convertible notes had an initial principal amount of $38,902 (US$27,795) and matures on October 22, 2028. The Term Loan bears interest on the unpaid principal amount at 8.99% per annum if paid by cash with payment every quarter.

 

The Company may elect to have, with respect to interest accrued on and to each interest payment date, all interest on the Term Loan being added to the outstanding principal amount of the Term Loan at a rate equal to 11.125% per annum (such capitalized interest, “PIK Interest”). All such PIK Interest shall thereafter constitute principal and bear interest on the terms of the Term Loan. The Term Loan is secured by a first priority security interest (subject to customary permitted liens) in substantially all of the Company’s assets.

 

 Page 11 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

The Term Loan is subject to customary events of default and basic positive and negative covenants. The Company was required to maintain a minimum liquidity balance of US$15,000 until it secures signed, binding commitments from the Government of Canada and from the Government of Ontario, after which the requirement is US$2,000. This requirement was met as of July 31, 2026 as described in Note 8. The Term Loan was measured at fair value on the extinguishment date of October 22, 2025 and was subsequently classified and measured at amortized cost. The fair value of the Term Loan on October 22, 2025 was estimated at $37,258 based on the finite difference valuation model, which included 12.8% market interest rate. 

 

On July 20, 2026, the Company entered into an amendment to its Credit and Guaranty Agreement. The amendment increased the amount of permitted indebtedness the Company may incur in connection with government financing arrangements and amended certain provisions to permit related payments and the granting of pari passu liens to secure a portion of such indebtedness. All existing guarantees, security interests and other obligations under the Credit Agreement were reaffirmed, and all other terms of the Credit Agreement remained unchanged.

 

The Term Loan is accreted through the tenor of the Term Loan using an effective interest rate of 12.8%. During the three and nine months ended September 30, 2026, the Company recorded $1,197 and $3,464, respectively of interest and $127 and $366 accretion expenses, respectively (for the three and nine months ended September 30, 2025 - $Nil and $Nil) and gain in foreign exchange of $64 and loss of $563, respectively. Included in the interest for the nine-month period was $258 that was capitalized as borrowing costs related to the construction of qualifying assets.

 

11.US Warrants

 

2026 Warrants

 

On April 3 and April 14, 2025, the Company issued 3,125,000 (“2026 Warrants”) to subscribers in a non-brokered private placement (Note 12). The warrant exercise price is denominated in US dollars, a currency different than the Company’s functional currency.

 

Therefore, the warrants were classified as a financial liability in the condensed interim consolidated statements of financial position. During the year ended December 31, 2025, the fair value of the warrants was estimated using the Black Scholes Option Pricing Model, using the following main inputs: volatility of 85% on issuance date, 61.79% - 121.59% on exercise dates, and 125% - 127.6% on December 31, 2025, share price of $1.38 - $1.50 on issuance date, $1.37 - $6.55 on exercise dates, and $1.11 on December 31, 2025 and risk-free rate of 2.40% - 2.58% on issuance date, 2.38% - 2.48% on exercise date, and 2.55% December 31, 2025, respectively.

 

The fair value of the warrants was estimated using the Black Scholes Option Pricing Model using the following main inputs on September 30, 2026: volatility of 1.0% - 34.9%, share price of $0.71 and risk-free rate of 3.35%.

 

 Page 12 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

The table below presents changes in 2026 Warrants during the year ended December 31, 2025 and for the nine months ended September 30, 2026:

 

   Number of warrants   Fair value 
Balance at January 1, 2025   —     $—   
Issued   3,125,000    1,150 
Changes in fair value   —      8,112 
Exercised   (2,481,786)   (9,066)
Balance at December 31, 2025   643,214   $196 
Changes in fair value   —      (196)
Balance at September 30, 2026   643,214   $—   

 

The changes in fair value amounting to $(196) (December 31, 2025 – $8,112) was included in changes in fair value of US warrants in the condensed interim consolidated statement of income (loss) and other comprehensive income (loss).

 

Pre-Funded Warrants

 

The fair value of the Pre-Funded Warrants is the same as the Company’s share price as at the corresponding valuation date. The table below presents changes in Pre-Funded Warrants during the year ended December 31, 2025 and for the nine months ended September 30, 2026:

 

   Number of warrants   Fair value 
Balance at January 1, 2025   —     $—   
Issued   31,735,657    73,309 
Changes in fair value   —      (36,698)
Exercised   (5,330,000)   (7,302)
Balance at December 31, 2025   26,405,657   $29,309 
Changes in fair value   —      (10,561)
Balance at September 30, 2026   26,405,657   $18,748 

 

The changes in fair value amounting to $(10,561) (December 31, 2025 - $(36,698)) was included in changes in fair value of US warrants in the condensed interim consolidated statement of income (loss) and other comprehensive income (loss).

 

New Equity Offering Warrants

 

The fair value of the warrants was estimated using the Black Scholes Option Pricing Model using the following main inputs on September 30, 2026: volatility of 48.2%, share price of $0.71 and risk-free rate of 3.35%.

 

 Page 13 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

The table below presents changes in New Equity Offering Warrants during the year ended December 31, 2025 and for the nine months ended September 30, 2026:

 

   Number of warrants   Fair value 
Balance at January 1, 2025   —     $—   
Issued equity exchange   55,041,712    79,562 
Issued in equity offering   46,000,000    18,597 
Changes in fair value   —      (46,006)
Balance at December 31, 2025   101,041,712   $52,153 
Changes in fair value   —      (48,260)
Balance at September 30, 2026   101,041,712   $3,893 

 

The changes in fair value amounting to $(48,260) (December 31, 2025 - $(46,006)) was included in changes in fair value of US warrants in the consolidated statement of income (loss) and other comprehensive income (loss).

 

2028 Warrants

 

On October 22, 2025, the Company cancelled the previously issued 2028 Warrants as part of the exchange agreement in which the convertible notes were equitized.

 

The table below presents changes in 2026 Warrants, Pre-Funded Warrants and New Equity Offering Warrants during the year ended December 31, 2025 and for the nine months ended September 30, 2026:

 

   Number of warrants   Fair value 
Balance at January 1, 2025   —     $—   
Issued equity exchange   135,902,369    172,618 
Changes in fair value   —      (74,592)
Exercised   (7,811,786)   (16,368)
Balance at December 31, 2025   128,090,583   $81,658 
Changes in fair value   —      (59,017)
Balance at September 30, 2026   128,090,583   $22,641 

 

12.Shareholder’s Equity

 

a.Authorized Share Capital

 

The Company is authorized to issue an unlimited number of common shares without par value. As at September 30, 2026, the Company had 107,024,823 (December 31, 2025 – 98,982,239) common shares outstanding.

 

b.Issued Share Capital

 

During the nine months ended September 30, 2026, the Company issued common shares as follows:

 

·The Company issued 7,893,903 common shares at a weighted average price of $1.20 for gross proceeds of approximately $9,481 under its At The Market Offering Agreement (“ATM”). The transaction costs associated with these issuances were $372. On February 20, 2026, the Company upsized the ATM program to US$25,000, providing additional financial flexibility to fund working capital and expenditures related to refinery commissioning.

 

 Page 14 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

·The Company issued 21,487 common shares for the exercise of DSUs.

 

·127,194 common shares were issued under the ESPP for proceeds of $47.

 

During the year ended December 31, 2025, the Company issued common shares as follows:

 

·5,330,000 Pre-Funded Warrants were exercised for a nominal exercise price (Note 11). The exercised Pre-Funded Warrants were measured at $7,302 on the exercise date which was recognized in share capital in the consolidated statements of shareholders’ equity.

 

·2,481,786 2026 Warrants were exercised for total proceeds of $4,894. The exercised 2026 Warrants were measured at $9,066 on the exercise date which was recognized in share capital in the consolidated statements of shareholders’ equity.

 

·65,544 broker warrants were exercised for total proceeds of $103. The exercised 2026 Warrants were measured at $42 on the exercise date which was recognized in share capital in the consolidated statements of shareholders’ equity.

 

·The Company issued 26,975 and 15,340 common shares for the exercise of restricted shares and stock options for total proceeds of $39.

 

·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 ($4,908). 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 $337, 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. Finders’ warrants were measured at $109 using the Black-Scholes option pricing model with the following main assumptions: share price $1.50, volatility 85.0%, risk free rate 2.58%.

 

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 2026 Warrants and the common shares. Transaction costs allocated to the common shares were accounted for as a deduction from equity of $338.

 

·Concurrently with the completion of the Equity Exchange, the Company completed New Equity Offering of 46,000,000 New Equity Offering Units, each consisting of one common share and one New Equity Offering Warrants to purchase one common share at a price of US$0.75 per New Equity Offering Unit. Each New Equity Offering Warrants or the 2028 Warrants 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, Note 11.

 

 Page 15 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

The Company incurred an aggregate cash commission of US$1,851 to the agents of the New Equity Offering. 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 US$0.75 per share, at any time on or before the date that is 36 months following the closing date of the New Equity Offering.‎ Broker warrants were measured at $4,604 using the Black-Scholes option pricing model with the following main assumptions: share price $2.31, volatility 124.31%, risk free rate 2.39%.

 

The gross proceeds were allocated between common shares and New Equity Offering Warrants, based on relative fair values and New Equity Offering Warrants were allocated $18,597 on initial recognition. The residual balance of $29,720 was then allocated to the equity component (common shares issued). The transaction costs of $8,240 were allocated proportionately between the New Equity Offering Warrants and common shares. Transaction costs allocated to the equity component were accounted for as a deduction from equity of $5,078.

 

13.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 10,990,784.

 

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 400,000 common shares that can be issued under the ESPP. Under the ESPP, employees are allowed to designate up to 10% of their base salary to purchase shares of the Company at a price equal to the volume weighted average price of the Company's share traded on the exchange for the five consecutive trading days prior to the acquisition. The Company will contribute one dollar for each dollar contributed by an employee to purchase the Company's shares for and on behalf of the employee. The Company may satisfy this contribution through the issuance of the Company's shares from treasury. For the nine months ended September 30, 2026, 127,194 common shares were issued under the ESPP for proceeds of $47 and the Company’s contribution of $48 was recorded as share-based payments in the condensed interim consolidated statements of income (loss) and other comprehensive income (loss) (September 30, 2025 - $nil).

 

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 the Company. 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.

 

 Page 16 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

a.Stock Options

 

During the nine months ended September 30, 2026:

 

  · On March 31, 2026, the Company issued 110,000 incentive stock options to an employee and consultant. The stock options are exercisable for three years at $0.81 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 $65 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 of 125%, no expected dividends and a share price of $0.81. The grant of these stock options was conditional upon approval by the shareholders and TSX Venture Exchange of amendments to increase the participation limits under the LTIP. On June 23, 2026, the shareholders approved the stock option grants and the amendments to increase the participation limits under the Company's LTIP at the Annual General and Special Meeting of Shareholders.

 

  · On August 26, 2026, the Company issued 500,000 incentive stock options. The stock options are exercisable for three years at $0.84 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 $288 using the Black-Scholes Option Pricing Model, assuming a risk-free rate of 3.03% per year, an expected life of 3 years, expected volatility based on historical prices of 115%, no expected dividends and a share price of $0.83.

 

During the year ended December 31, 2025:

 

·On October 29, 2025, upon approval by shareholders at the annual general meeting on June 24, 2025, Electra issued 2,669,000 incentive stock options, 179,000 RSUs, and 271,000 DSUs to certain directors, officers, employees, and contractors. The stock options are exercisable for three years at $1.97 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 $3,835 using the Black-Scholes Option Pricing Model, assuming a risk-free rate of 2.36% per year, an expected life of 3 years, expected volatility based on historical volatility of 125%, no expected dividends and a share price of $1.97.

 

·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.

 

·During the year ended December 31, 2025, 15,340 stock options were exercised for total proceeds of $39.

 

·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 grant was $190 using the Black-Scholes Option Pricing Model, assuming a risk-free rate of 2.87% per year, expected life of 3 years, expected volatility based on historical volatility of 90.0%, no expected dividends and a share price of $2.60.

 

 

 Page 17 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

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, 2025  $4.61    1,170,363 
Granted   2.00    2,794,000 
Expired   12.94    (21,297)
Exercised (Share price at $2.31)   2.57    (15,340)
Forfeited / Cancelled   1.97    (16,000)
Balance at December 31, 2025  $2.72    3,911,726 
Granted   0.83    610,000 
Expired   4.92    (69,791)
Forfeited   2.04    (556,000)
Balance at September 30, 2026  $2.50    3,895,935 

 

Incentive stock options outstanding and exercisable (vested) at September 30, 2026 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 
$0.81    110,000    2.50   $0.81    —     $0.81 
 0.84    500,000    2.91    0.84    —      0.84 
 1.97    2,159,500    2.08    1.97    —      1.97 
 2.00    16,667    1.29    2.00    11,111    2.00 
 3.24    746,917    0.97    3.24    746,917    3.24 
 3.28    250,000    0.91    3.28    250,000    3.28 
 9.60    56,423    0.24    9.60    56,423    9.60 
 18.52    15,000    0.58    18.52    15,000    18.52 
 21.60    41,428    0.24    21.60    41,428    21.60 
 Total    3,895,935    1.88   $2.50    1,120,879   $4.44 

 

During the nine months ended September 30, 2026, the Company expensed $1,702 (the nine months ended September 30, 2025 - $738) for options valued at share prices $0.81 to $21.60 as share-based payment expense.

 

 

 Page 18 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

 

Incentive stock options outstanding and exercisable (vested) at December 31, 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 
$1.97    2,653,000    2.83   $1.97    —     $1.97 
 2.00    16,667    2.04    2.00    —      2.00 
 2.60    125,000    2.00    2.60    —      2.60 
 3.24    746,916    2.12    3.24    369,955    3.24 
 3.28    250,000    1.66    3.28    250,000    3.28 
 9.60    56,423    1.19    9.60    37,616    9.60 
 12.84    15,000    1.86    12.84    15,000    12.84 
 21.60    41,428    1.05    21.60    41,428    21.60 
 24.84    7,292    0.29    24.84    7,292    24.84 
 Total    3,911,726    2.52   $2.72    721,291   $5.06 

 

During the year ended December 31, 2025, the Company expensed $1,412 (the year ended December 31, 2024 - $1,212) for options valued at share prices $1.94 to $24.84 as share-based payment expense.

 

(b) DSUs, RSUs and PSUs

 

During the nine months ended September 30, 2026, the Company has expensed $605 (the year ended December 31, 2025 - $254) for DSUs and $132 (the year ended December 31, 2025 - $41) for RSUs as share-based payment expense.

 

Deferred Shares Units

 

The Company’s DSUs outstanding at September 30, 2026 and December 31, 2025 were as follows:

 

Number of Units  September 30,
2026
   December 31,
2025
 
Balance at January 1,   428,085    157,085 
Granted   364,589    271,000 
Exercised   (21,487)   —   
Balance   771,187    428,085 

 

 Page 19 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

 

Restricted Share Units

 

The Company’s RSUs outstanding at September 30, 2026 and December 31, 2025 were as follows:

 

Number of Units  September 30,
2026
   December 31,
2025
 
Balance at January 1,   179,000    26,975 
Granted   —      179,000 
Exercised   —      (26,975)
Balance   179,000    179,000 

 

Performance Share Units

 

There were no PSUs outstanding at September 30, 2026 and December 31, 2025.

 

14.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, 2026 and 2025:

 

   For the three months
ended September 30,
   For the nine months
ended September 30,
 
   2026   2025   2026   2025 
Foreign exchange gain (loss)  $77   $(1,777)  $(430)  $2,127 
Interest expense   (1,189)   (2,420)   (3,626)   (8,868)
Realized gain (loss) on marketable securities   —      —      —      1 
Extinguishment of government loan   41    3,311    41    3,311 
Other non-operating income (expense)   (440)   51    (1,003)   80 
   $(1,511)  $(835)  $(5,018)  $(3,349)

 

 Page 20 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

15.Income (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, 2026 and 2025:

 

  

For the three months ended

September 30

   For the nine months ended
September 30
 
   2026   2025   2026   2025 
Numerator                
Net income (loss) for the period – basic  $4,639   $(4,735)  $41,809   $(19,420)
Deduct – Change in fair value of pre-funded warrants   (4,225)   —      (10,561)   —   
Net income (loss) for the period – adjusted for the effect of dilution   414    (4,735)   31,248    (19,420)
Denominator                    
Basic – weighted average number of shares outstanding   106,855,428    17,809,773    104,749,800    16,873,739 
Income (loss) Per Share – Basic  $0.04   $(0.27)  $0.40   $(1.15)
Pre-funded warrants   26,405,657    —      26,405,657    —   
DSU   557,786    —      557,786    —   
Stock options   —      —      55,454    —   
Diluted – weighted average number of shares outstanding   133,818,871    17,809,773    131,768,697    16,873,739 
Income (loss) Per Share – Diluted  $0.00   $(0.27)  $0.24   $(1.15)

 

Conversion option, share purchase warrants (other than prefunded warrants), certain stock options, RSUs and certain DSUs were excluded from the calculation of diluted weighted average number of common shares outstanding for the three and nine months ended September 30, 2026 as they were anti-dilutive.

 

16.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 term loan arrangement.

 

The Company manages its capital structure, consisting of cash and cash equivalents, share capital and debt (term loan), 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 minimum liquidity balance covenant under the term loan arrangement, the Company is not subject to externally imposed capital requirements. The term loan arrangement does not impose any quantitative ratio covenants on the Company in the course of the normal construction and operation of its current assets.

 

17.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 condensed interim 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:

 

 Page 21 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

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 values of financial assets and liabilities were as follows:

 

   Classification             
September 30, 2026  Fair value through profit or loss   Amortized cost   Level
1
   Level
3
   Total Fair Value 
Assets:                    
Cash and cash equivalents  $—     $23,543   $—     $—     $23,543 
Restricted cash   —      1,208    —      —      1,208 
Receivables   —      1,789    —      —      1,789 
   $—     $26,540   $—     $—     $26,540 
Liabilities:                         
Accounts payable and accrued liabilities  $—     $11,231   $—     $—     $11,231 
Short-term deferred government grant   —      6,480    —      —      6,480 
Long-term government loan payable   —      5,761    —      —      5,761 
Term loan   —      42,561    —      —      42,561 
US Warrants   22,641    —      —      22,641    22,641 
Royalty   —      2,607    —      —      2,607 
   $22,641   $68,640    —     $22,641   $91,281 

 

 Page 22 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

   Classification             
December 31, 2025  Fair value through profit or loss   Amortized cost   Level
1
   Level
3
   Total Fair Value 
Assets:                    
Cash and cash equivalents  $—     $39,024   $—     $—     $39,024 
Restricted cash   —      1,208    —      —      1,208 
Receivables   —      666    —      —      666 
   $—     $40,898   $—     $—     $40,898 
Liabilities:                         
Accounts payable and accrued liabilities  $—     $5,817   $—     $—     $5,817 
Short-term deferred government grant   —      642    —      —      642 
Long-term government loan payable   —      5,196    —      —      5,196 
Term loan   —      38,168    —      —      38,168 
US Warrants   81,658    —      —      81,658    81,658 
Royalty   —      2,338    —      —      2,338 
   $81,658   $52,161    —     $81,658   $133,819 

 

Valuation techniques

 

A) 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 11.125% 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 3% increase or decrease in the effective interest rate would be a decrease of $332 (December 31, 2025 - $1,862) or an increase of $401 (December 31, 2025 - $928) to the fair value of the royalty.

 

B) Other Financial Derivative Liability (2026, Warrants, 2028 Warrants and New Offering Warrants)

 

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 18.0% for the 2026 Warrants. If the Company used an equity volatility that was higher or lower by 10%, the potential effect would be an increase of $Nil (December 31, 2025 - $25) or a decrease of $Nil (December 31, 2025 - $25) to the fair value of the embedded derivative.

 

The Company used an equity volatility of 48.2% for the 2028 Warrants (New Equity Offering Warrants). If the Company used an equity volatility that was higher or lower by 10%, the potential effect would be an increase of $1,432 (December 31, 2025 - $2,910) or a decrease of $1,067 (December 31, 2025 - $3,079) to the fair value of the embedded derivative.

 

The Company used an equity volatility of 48.2% for the Restructuring Warrants. If the Company used an equity volatility that was higher or lower by 10%, the potential effect would be an increase of $1,713 (December 31, 2025 - $3,481) or a decrease of $1,276 (December 31, 2025 - $3,584) to the fair value of the embedded derivative.

 

 Page 23 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

18.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 consolidated financial position, results of operations or the ability to carry on any of its business activities.

 

As at September 30, 2026, the Company’s commitments relate to purchase and services commitments for work programs relating to Refinery expansion and payments under financing arrangements. The Company entered into a binding agreement for sale of cobalt sulfate. This is dependent on certain conditions that the Company has to fulfill by December 2026. If not met, the buyer has the option to amend or extend the agreement.

 

The Company had the following commitments as at September 30, 2026.

 

   2026   2027   2028   2029   Thereafter   Total 
Purchase commitments  $31,476   $32,924   $—     $—     $—     $64,400 
Term loan   —      —      56,362    —      —      56,362 
Government loan payments   9    36    1,615    2,141    6,378    10,179 
Lease payments   32    198    269    272    673    1,444 
Royalty payments 1   —      —      237    548    3,810    4,595 
   $31,517   $33,158   $58,483   $2,961   $10,861   $136,980 

1 Royalty payments are estimated amounts associated with the royalty agreements entered with the debt holders as part of the term loan. 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.

 

On March 19, 2026, the Company announced that it received notice from The Nasdaq Stock Market LLC stating that the Company is not in compliance with the minimum bid price requirement of US$1.00 per share based upon the closing bid price of the Company's common shares for the 30 consecutive business days prior to the date of the Notice. The Corporation had 180 calendar days from the date of the Notice, or until September 14, 2026, to regain compliance with the minimum bid requirement, during which time the Company’s common shares will continue to trade on Nasdaq. On September 15, 2026, the Company announced that it had received notice from Nasdaq that the Company is eligible for an additional 180-calendar-day period, or until March 15, 2027, to regain compliance with Nasdaq’s $1.00 minimum bid price requirement.

 

19.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.

 

 Page 24 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

(a)Segmented operating results for the three months ended September 30, 2026 and 2025:

 

For the three months ended September 30, 2026  Refinery   Exploration and Evaluation   Corporate and Other   Total 
Operating expenses                    
Consulting and professional fees  $17   $59   $466   $542 
Exploration and evaluation expenditures   —      150    —      150 
General and administrative   502    45    391    938 
Investor relations and marketing   —      —      409    409 
Salaries and benefits   94    —      1,509    1,603 
Share-based payments   —      —      684    684 
Operating loss  $613   $254   $3,459   $4,326 
Changes in US Warrants   —      —      10,476    10,476 
Other non-operating loss   —      —      (1,511)   (1,511)
Income (loss) before taxes  $(613)  $(254)  $5,506   $4,639 

 

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 and travel   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)
Loss before taxes  $666   $146   $3,923   $4,735 

 

(b)Segmented operating results for the nine months ended September 30, 2026 and 2025:

 

For the nine months ended September 30, 2026  Refinery   Exploration and Evaluation   Corporate and Other   Total 
Operating expenses                    
Consulting and professional fees  $311   $221   $2,418   $2,950 
Exploration and evaluation expenditures   —      295    —      295 
General and administrative   1,251    46    1,245    2,542 
Investor relations and marketing   —      —      1,009    1,009 
Salaries and benefits   486    —      3,026    3,512 
Share-based payments   —      —      1,882    1,882 
Operating loss  $2,048   $562   $9,580   $12,190 
Changes in US Warrants   —      —      59,017    59,017 
Other non-operating loss   —      —      (5,018)   (5,018)
Income (loss) before taxes  $(2,048)  $(562)  $44,419   $41,809 

 

 Page 25 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

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 and travel   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 

 

(b)Segmented assets and liabilities as at September 30, 2026 and December 31, 2025:

 

    Total Assets    Total Liabilities 
    

September 30,

2026

    December 31, 2025    

September 30,

2026

    December 31, 2025 
Refinery  $82,331   $56,443   $16,047   $12,493 
Exploration and Evaluation 1   91,999    88,884    59    53 
Corporate and Other   24,465    40,237    79,878    126,768 
   $198,795   $185,564   $95,984   $139,314 

1 Total non-current assets comprising of exploration and evaluation assets in the amount of $91,898 (December 31, 2025 - $88,776) are located in Idaho, USA. All other assets are located in Canada.

 

20.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, 2026 and 2025, the following fees to management personnel and directors.

 

   For the three months
ended September 30,
   For the nine months
ended September 30,
 
   2026   2025   2026   2025 
Management  $1,144   $1,065   $2,188   $2,395 
Directors’ fees   554    58    650    158 
   $1,698   $1,123   $2,838   $2,553 
                     

 

During the three and nine months ended September 30, 2026, the Company had share-based payments made to management and directors of $739 and $2,383 (for the three and nine months ended September 30, 2025 - $143 and $525, respectively).

 

 Page 26 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

As at September 30, 2026, the accrued liabilities balance for related parties was $2,318 (December 31, 2025 - $1,582, which relates mainly to compensation accruals.

 

21.Subsequent Events

 

On October 13, 2026, the Company announced a non-binding term sheet with WMC Group AG for a proposed five year partnership to finance cobalt feedstock purchases and product sales, with logistics and marketing support. WMC also committed to investing in Electra upon execution of definitive agreements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 27 of 27

 

 Exhibit 99.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 and 2025

 

(EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contents

General 3
Company Information 3
Q3 2026 Highlights 4
Nine-Month Overview 4
Recent Developments for the Nine Months Ended September 30, 2026 5
Refinery Construction and Project Execution 5
Government Funding and Financial Flexibility 6
Commercial and Supply Chain Development 6
Corporate and Capital Markets Matters 7
Potential North American Nickel Refinery 7
Outlook 8
The Ontario Cobalt Sulfate Refinery 9
Design Basis and Development Plan 9
Budget, Schedule and Execution Model 9
Funding and Capital Requirements 10
Commercial Readiness and Operating Preparation 10
Market Environment and Outlook 10
Refining & Recycling of Black Mass 11
Exploration & Evaluation Assets 12
Summary of Quarterly Results 13
Financial & Operating Results for the Three Months Ended September 30, 2026 13
Summary of Nine Months Ended September 30, 2026 and 2025 Results 13
Results of Operations for the Nine Months Ended September 30, 2026 14
Selected Quarterly Financial Information 14
Capital Structure, Resources & Liquidity 15
Capital Structure 15
Liquidity 16
Commitments 16
Related Party Transactions 17
Off Balance Sheet Arrangements 17
Financial Instruments 17
Risk Management 18
Financial Risk Factors 18
Business Risks and Uncertainties 18
Research and Development, Patents and Licenses, etc. 21
Trend Information 21
Significant Accounting Estimates 22
Future Changes in Accounting Policies & Initial Adoption 22
Internal Control Over Financial Reporting 22
Cautionary Statement Regarding Forward-Looking Statements 23

 

 Page 2 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(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 6, 2026 and provides management’s analysis of the Company’s financial condition, results of operations and cash flows for the three and nine months ended September 30, 2026 and 2025.

 

This MD&A should be read together with the Company’s unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2026 and 2025 and the related notes (the “Interim Financial Statements”), which have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, as issued by the International Accounting Standards Board. This MD&A should also be read together with the Company’s audited consolidated financial statements and MD&A for the year ended December 31, 2025.

 

Additional information concerning the Company, including its Annual Information Form, annual report on Form 20-F and other continuous disclosure documents, is available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. The Company’s common shares (the “common shares”) are listed on the TSX Venture Exchange (“TSXV”) and the Nasdaq Capital Market (“Nasdaq”) under the symbol ELBM.

 

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 battery materials refining, including refining material from mining operations and from the recycling of battery scrap and end of life batteries, and the acquisition and exploration of resource properties. The Company is focused on building a diversified portfolio of assets that are highly leveraged to the battery supply chain with assets located primarily in North America, with the intent of providing a North American supply of battery materials. The Company has two significant North American assets bases and a complementary technology and development platform:

 

(i)a hydrometallurgical refinery located in Ontario, Canada (the “Refinery”);

 

(ii)a number of properties within the Idaho Cobalt Belt (the “Idaho Properties”), including the Company’s flagship mineral project, Iron Creek and Ruby (the “Iron Creek Project”); and

 

(iii)proprietary process technology, technical know-how and engineering capabilities relating to battery materials recycling and nickel refining.

 

The Company’s registered and records office is 40 Temperance Street, Suite 3200, Bay Adelaide Centre – North Tower, Toronto, Ontario, Canada M5H 0B4. The Company’s head office is located at 133 Richmond Street W, Suite 602, Toronto, Ontario, M5H 2L3.

 

 Page 3 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

Q3 2026 Highlights

 

•Construction tracking to Board-approved C$100,000 (US$73,000) budget. Approximately C$46,000 of construction packages awarded; engineering substantially complete; concrete, structural steel, equipment installation and piping underway. Capital additions of C$22,089 year to date.

 

•Government funding package fully under definitive agreements. Invest Ontario agreements executed July 31, 2026, joining the Strategic Response Fund and U.S. Department of War programs. Term loan minimum liquidity requirement stepped down from US$15,000 to US$2,000.

 

•Feed secured for commissioning and ramp-up. Glencore cobalt hydroxide agreement extended to December 31, 2031, covering 100% of feed required through 2027.

 

•Operating leadership in place. Peter Rawlins appointed CFO (August 26); Garzon Duenas appointed General Manager and Commissioning Leader (October 5).

 

•Cash of $23,543 at September 30, 2026.

 

•Available cash and project funding of $82,793 as at September 30, 2026, related to remaining Government reimbursements

 

Nine-Month Overview

 

In the first nine months of 2026, Electra moved its Ontario cobalt sulfate refinery from early works into full construction, completed definitive agreements for its government funding package and secured feed for commissioning and ramp-up. In February, the Board approved a C$100,000 (US$73,000) construction budget and execution schedule. Since then, the Company has awarded approximately C$46,000 of construction packages and engineering is substantially complete.

 

Schedule pressure has emerged from the projected timing for fabrication and installation of fiberglass-reinforced plastic (FRP) process piping in the solvent extraction area. Following the recent award of the FRP contract, the Company is evaluating measures to accelerate this work. With major permits in hand, key long-lead equipment largely on site and the remaining process areas advancing, the Company expects any schedule adjustment, if required, to be modest.

 

For the remainder of 2026, management’s priorities are safe execution, cost and schedule control, drawing government funding as conditions are met, and preparing the organization and working-capital arrangements for commissioning and ramp up.

 

 

 

 

 

 

 

 

 

 

 

 Page 4 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

Recent Developments for the Nine Months Ended September 30, 2026

 

Refinery Construction and Project Execution

 

The Refinery moved into full-scale construction in March 2026 and, as of the date of this MD&A, approximately $46,000 of construction packages have been awarded.

 

•On January 8, 2026, the Company provided a Refinery construction update indicating that exterior pipe racks connecting key process buildings had been completed, with civil, structural, concrete and tank installation work underway. Site preparation, parking, power services and support areas were reported as largely complete.

 

•On February 3, 2026, the Company announced it had awarded a contract valued at approximately US$6,100 ($8,300) to EXP Services Inc. to provide engineering, project management and construction management support during the construction phase of the Refinery.

 

•On February 23, 2026, the Company announced Board approval of a US$73,000 construction budget and a defined execution schedule for its Ontario cobalt sulfate refinery.

 

•On March 10, 2026, the Company announced that it had entered into a binding term sheet with LG Energy Solution (“LGES”) updating the terms of its long-term agreements for the supply of battery-grade cobalt sulfate from Electra’s Refinery. The agreement advances the Company’s commercial strategy and supports the development of a secure North American battery materials supply chain.

 

•On March 19, 2026, the Company confirmed the completion of its early works at the Refinery and the transition toward full-scale construction. The update noted that key infrastructure is in place, major equipment has been procured, and construction sequencing has been defined, positioning the project to advance toward mechanical completion and commissioning.

 

•On April 9, 2026, the Company awarded approximately $7,800 in construction contracts related to key infrastructure with defined construction scopes across key process areas, bringing additional portions of the refinery into active execution at the Refinery. The awards included contracts of approximately $6,800 for structural, mechanical and piping work associated with the Refinery’s crystallizer circuit and $1,000 for construction of the Refinery’s silo building, including structural and civil works associated with dry product storage, handling, and final packaging infrastructure.

 

•On May 13, 2026, the Company announced the award of a further $24,900 in construction contracts to WB Melback Corporation. The contract covers the solvent extraction (SX) building scope including concrete and civil works, structural steel erection, piping installation, and electrical and instrumentation. Electra has issued an LNTP to initiate early execution activities while the parties finalize a definitive construction agreement.

 

•On June 4, 2026, the Company awarded an approximately $12,400 structural, mechanical and piping construction package to Kilmarnock Enterprises. The scope includes civil and concrete work, structural steel and process equipment installation, piping fabrication and installation, and commissioning support. With this award, the Company has awarded approximately $46,000 of refinery-related construction packages and issued a Limited Notice to Proceed while the definitive agreement is finalized.

 

•On August 18, 2026, the Company provided a construction update on its Ontario cobalt sulfate refinery, highlighting progress in concrete work, structural steel erection, equipment installation and piping preparation. Engineering is substantially complete, with select commissioning activities targeted for Q4 2026 and commercial production for Q4 2027.

 

 Page 5 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

•On October 5, 2026, the Company appointed Garzon Duenas as General Manager and Commissioning Leader. Bringing more than 30 years of mineral processing experience, he will lead operational readiness, commissioning and the transition of the Ontario cobalt sulfate refinery into commercial operations.

 

•On October 26, 2026, the Company provided a refinery construction update, confirming that the project remains within budget, with 130 workers on site and construction progressing across all process areas.

 

Government Funding and Financial Flexibility

 

With Invest Ontario agreements executed on July 31, 2026, all three government programs supporting the Refinery are under definitive agreements.

 

•On May 4, 2026, the Company announced a definitive investment agreement with the Government of Canada under the Strategic Response Fund, securing $20,000 in funding to support completion and commissioning of its refinery. This agreement converts the previously announced non-binding Letter of Intent into a firm commitment.

 

•On July 20, 2026, the Company amended its senior secured Credit Agreement to increase its capacity to incur permitted indebtedness relating to government financing arrangements and provide greater flexibility to grant liens and make payments in connection with such indebtedness. The amendment also permits a portion of the government financing indebtedness to be secured on a pari passu basis with the existing secured lenders. All existing guarantees, security and other obligations remain in effect, and all other terms of the Credit Agreement remain unchanged.

 

•On July 31, 2026, the Company executed definitive agreements with Invest Ontario for its previously announced $17,500 loan to support construction of the Refinery and announced the agreements on August 26, 2026. With binding funding commitments now in place from both the Government of Canada and the Government of Ontario, the minimum liquidity requirement under the Company’s term loan was reduced from US$15,000 to US$2,000.

 

The Company’s disclosed construction funding plan includes equity financing completed in October 2025 and governmental support from the U.S. Department of Defense, the Government of Canada and Invest Ontario. The timing of cash receipts under government programs may not align with the timing of project expenditures and therefore remains an important working-capital consideration.

 

•On December 22, 2025, the Company established an at-the-market (“ATM”) equity program with H.C. Wainwright & Co. to sell up to US$5,500 of common shares at prevailing market prices, providing a flexible capital-raising tool. On February 20, 2026, the Company increased the size of the ATM program to US$25,000. During the nine months ending September 30, 2026, the Company issued 7,893,903 common shares under the ATM at a weighted average price of $1.20 per share, generating proceeds of approximately $9,109 net of transaction costs.

 

Commercial and Supply Chain Development

 

Electra has secured 100% of the cobalt hydroxide feed required for commissioning and ramp-up through 2027 under its agreement with Glencore, which extends to December 31, 2031. Approximately 60% of planned cobalt sulfate production through 2029 is committed to LG Energy Solution.

 

•On March 10, 2026, the Company announced an updated multi-year supply agreement with LGES for battery-grade cobalt sulfate expected to be produced by the Refinery. The arrangement is expected to support LGES’s battery manufacturing operations following the Refinery’s achievement of commercial production and represents a significant component of the Company’s commercial strategy.

 

•On August 20, 2026, the Company announced an extension of its cobalt hydroxide feed purchase agreement with Glencore through December 31, 2031. The agreement secures 100% of the feedstock required for commissioning and ramp-up of its Ontario cobalt sulfate refinery through 2027 and provides a significant source of long-term supply.

 

 Page 6 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

•On September 1, 2026, the Company announced the engagement of Douglas Geniti as Senior Advisor, Commercial Strategy. With more than 35 years of cobalt and nickel market experience, he will support feedstock sourcing, customer development and commercial agreements as the refinery prepares for operations.

 

•On October 13, 2026, the Company announced a five-year term sheet with WMC Group AG for a proposed five-year partnership to finance cobalt feedstock purchases and product sales, with logistics and marketing support. WMC also committed to investing in Electra upon execution of definitive agreements.

 

Corporate and Capital Markets Matters

 

•Effective February 28, 2026, Marty Rendall stepped down as Chief Financial Officer to pursue another executive opportunity. David Allen, the Company’s former Chief Financial Officer, was appointed Interim Chief Financial Officer while the Company searched for a permanent successor. On August 12, 2026, the Company announced the appointment of Peter Rawlins as Chief Financial Officer, effective August 26, 2026. Mr. Rawlins brings more than 20 years of mining finance and capital markets experience. Mr. Allen continues part-time with the Company through completion of the Refinery to support project execution and an orderly transition.

 

•On March 16, 2026, the Company received notice from Nasdaq that it was not in compliance with the US$1.00 minimum bid price requirement because its common shares had closed below US$1.00 for 30 consecutive business days. The Company announced the notice on March 19, 2026, and was initially given until September 14, 2026 to regain compliance. On September 15, 2026, the Company announced that Nasdaq had granted an additional 180-day period, to March 15, 2027. To regain compliance, the closing bid price must be at least US$1.00 for at least 10 consecutive business days. The common shares continue to trade on Nasdaq, and the notice has no effect on the Company’s operations or its TSX Venture Exchange listing.

 

•At the Company’s annual meeting held on June 23, 2026, shareholders approved the matters described in the management information circular, including the Employee Share Purchase Program. During the third quarter, employees purchased 37,341 shares under its Employee Share Purchase Program, matched by 37,341 shares acquired by the Company. The Company also issued 150,003 shares through its ATM program at a weighted average price of US$0.6152, generating approximately US$92 in gross proceeds. 112,676 deferred share units (“DSUs”) were granted to its non-employee directors under the Company’s Deferred Share Unit Plan during the quarter.  

 

Potential North American Nickel Refinery

 

The Company is evaluating a phased battery-grade nickel refinery in the United States as a longer-term growth opportunity. No development decision has been made, and completion and commissioning of the Refinery remain the Company's immediate priority.

 

North America is investing in battery manufacturing, defence and advanced manufacturing but still relies heavily on offshore processing of battery-grade nickel. In June 2026, the Company engaged engineering consultants to advance a development study. The study builds on engineering work Electra completed in 2022 with Hatch, Glencore and Talon Metals.

 

In September 2026, the Company reported the results of the preliminary (FEL-1) engineering study. The study refined the project scope from the initial basis of approximately 15,000 tonnes per year of nickel products and 1,000 tonnes per year of cobalt metal to a phased concept:

 

•Phase 1: a refinery producing approximately 20,000 tonnes per year of contained nickel as battery-grade nickel sulfate from mine-derived feedstock, with cobalt hydroxide as a by-product. Cobalt hydroxide is a potential feed for the Refinery. Nickel metal production remains under evaluation and would require further engineering and a separate capital estimate.

 

 Page 7 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

•Phase 2: a potential expansion to process black battery mass, adding approximately 20,000 tonnes per year of contained nickel capacity and recovering cobalt, lithium and graphite.

 

Preliminary process modelling indicates nickel and cobalt recoveries of 97% or higher. Preliminary capital cost for the Phase 1 nickel sulfate refinery is estimated at US$530,000 to US$675,000, depending on feedstock configuration. The study assumes a preferred site in the southeastern United States, but final site selection has not been made. Next steps include:

 

•site assessment and permitting planning
•funding, feedstock and offtake discussions with governments and potential partners
•further engineering toward a FEL-3 study

 

Spending on the nickel program is being kept to a modest level while capital is prioritized for the Refinery.

 

Outlook

 

Over the next two quarters, the Company’s priority remains advancing Refinery construction toward mechanical completion and preparations for commissioning. Key milestones are expected to include early commissioning of select utilities and circuits (Q4 2026), award of the commissioning services contract, finalizing the definitive agreement with WMC Group AG, and first orders of materials for commissioning activities.

 

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 Project and other minerals projects. The Company also holds royalty interests over several silver and cobalt properties in Ontario known as the Cobalt Camp.

 

 

 

 

 

 

 

 

 

 

 

 Page 8 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

The Ontario Cobalt Sulfate Refinery

 

The Refinery is a permitted brownfield hydrometallurgical facility located in Temiskaming Shores, Ontario. It is being recommissioned and expanded to produce battery-grade cobalt sulfate for North American and allied markets. The site benefits from installed infrastructure, major equipment already procured or delivered, access to Ontario’s electricity grid and proximity to established transportation and industrial services.

 

Design Basis and Development Plan

 

The Refinery is expected to have an initial capacity of approximately 5,120 tonnes per annum, with a pathway to approximately 6,500 tonnes per annum through targeted expansion, debottlenecking and optimization of key circuits. The crystallizer has been sized to support the potential expanded rate.

 

A 2020 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, determining 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.

 

Budget, Schedule and Execution

 

In February 2026, the Board approved a construction budget of US$73,000 (approximately $100,000) to fund remaining construction activities through mechanical completion, together with an execution schedule. That schedule provided for early commissioning of select utilities and circuits beginning in Q4 2026, mechanical completion in Q2 2027, ramp-up beginning in Q3 2027 and commercial production in Q4 2027.

 

As at September 30, 2026, the project was tracking within the approved budget. As noted on October 26, 2026, schedule pressure has emerged from the projected timing for fabrication and installation of FRP process piping in the solvent extraction area. Following the recent award of the FRP contract, the Company is evaluating measures to accelerate this work. With major permits in hand, major long-lead equipment largely on site and the remaining process areas advancing, the Company expects any schedule adjustment, if required, to be modest.

 

The Company is executing the project through multiple construction packages aligned with major process areas, supported by an owner’s project team and external engineering, project-management and construction-management resources.

 

During the third quarter of 2026 and up to the date of this MD&A, construction advanced across all principal process areas, and the site workforce grew to 130 people from approximately 60 in August:

 

·Interior structural steel in the solvent extraction building is complete, module alignment is complete, and FRP lamination of process equipment has begun.
·Mechanical equipment in the crystallization circuit is installed, and the building enclosure is nearing completion.
·The product silo building has been erected.
·Cable tray installation in the Refinery is nearing completion.
·Installation of the effluent treatment plant is complete. Located outside the Refinery building, the plant treats waste streams from leaching, solvent extraction and other process areas, using three reactors, a clarifier, and lime and flocculant dosing systems.
·Phase II civil works on the tailings storage facility are approximately 40% complete.

 

The major construction packages were awarded to WB Melback Corporation (solvent extraction), Pro Pipe Construction Ltd. (crystallizer), Kilmarnock Enterprises (existing refinery), MECC (electrical) and Pedersen Construction (tailings storage facility). The Company has also executed an agreement with FRP Systems Ltd. for FRP process piping. Engineering is substantially complete, and remaining activity is focused on field-driven changes and construction support. The project is tracking within the US$73 million approved construction budget.

 

 Page 9 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

Schedule pressure has emerged from the projected timing for fabrication and installation of FRP process piping in the solvent extraction area. Following the recent award of the FRP contract, the Company is evaluating measures to accelerate this work. With major permits in hand, major long-lead equipment largely on site and the remaining process areas advancing, the Company expects any schedule adjustment, if required, to be modest.

 

Funding and Capital Requirements

 

The Company has secured approximately US$82,000 of aggregate financial support for Refinery construction, comprising governmental grants and loans and the October 2025 equity financing. Management’s assessment of funding sufficiency is subject to the satisfaction of funding conditions, the timing of reimbursements, foreign exchange rates, actual construction costs, contingency usage and the Company’s continuing corporate and working-capital requirements.

 

Capital requirements beyond mechanical completion are expected to include commissioning, operational readiness, initial inventories and receivables, feedstock and reagent purchases, corporate costs and costs associated with production ramp-up. The Company estimates commissioning and ramp-up expenditures at approximately US$15,000 (approximately $20,500), with additional capital required for general and administrative purposes. Funding plans for these requirements may include available liquidity, government support, working-capital facilities, customer or supplier arrangements and capital-market alternatives.

 

Commercial Readiness and Operating Preparation

 

Commercial readiness is being advanced in parallel with construction. Electra has secured feed through 2027 and an anchor offtake for its initial production and is broadening its customer and supply relationships ahead of commissioning. Approximately 60% of planned cobalt sulfate production through 2029 is committed to LG Energy Solution under a binding term sheet signed in March 2026, while the Company’s agreement with Glencore AG, extended in August 2026, secures 100% of the cobalt hydroxide feed required for commissioning and ramp-up through 2027 and provides long-term supply through 2031.

 

Initial feed will come from responsibly managed international mining operations. Metallurgical testing and business development work are assessing additional North American feed sources over time.

 

In October 2026, the Company signed a non-binding term sheet with WMC Group AG for a proposed five-year partnership covering feedstock finance, logistics and marketing. WMC has committed to invest in Electra upon execution of definitive agreements, which remain subject to due diligence, documentation and required approvals.

 

The operating team, led by General Manager and Commissioning Leader Garzon Duenas, is developing the commissioning execution plan and operational readiness program, supported by a newly appointed Commissioning Lead. Work underway includes engagement of Metso to provide site advisory services through mechanical completion and commissioning, and the preparation of a tender for commissioning services. The on-site laboratory has completed analytical method development for battery-grade cobalt sulfate, while Rockwell Automation control system work is progressing and instrument validation is underway.

 

Remaining readiness work covers logistics, reagent supply, customer qualification and working-capital arrangements for commissioning and ramp-up.

 

Market Environment and Outlook

 

Government and customer interest in domestic critical-minerals processing continues to be shaped by supply-chain concentration, trade policy and national-security considerations. Efforts to build regional battery, defence, energy-storage and advanced-manufacturing capacity add to that interest. These factors support demand for North American refining capacity and access to public-sector funding. The pace of electric-vehicle adoption and changes in battery chemistries continue to influence customer requirements.

 

 Page 10 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

Cobalt prices have historically been volatile. The Refinery’s economics depend mainly on the spread between battery-grade cobalt sulfate and cobalt hydroxide feed, rather than on the absolute cobalt price. The Company plans to combine contracted and market-facing sales. Approximately 60% of planned production is committed to LGES. This provides a stable base that reduces exposure to periods of low margins. The balance is expected to be sold to the market. This flexibility is intended to let the Company benefit when margins are above their historical average. Feed for commissioning and ramp-up through 2027 is secured under the Glencore agreement.

 

For the remainder of 2026, performance will be driven mainly by Refinery construction, project funding and preparation for early commissioning. Key measures of progress include:

 

·safety performance
·physical completion
·cost and schedule against the approved budget, including the mitigation measures for identified schedule pressure
·completion of remaining contract awards
·satisfaction of government-funding conditions
·commissioning readiness
·progress on commercial and working-capital arrangements, including definitive agreements with WMC

 

The project remains subject to construction, commissioning, financing, market and operating risks. The following could affect the timing, cost or scope of the Company’s plans:

 

·cost or schedule pressure
·contractor underperformance
·delays in government reimbursements
·adverse foreign-exchange movements
·narrower sulfate-to-hydroxide spreads
·changes in end-market demand
·delays in feed supply, product qualification or working-capital arrangements

 

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. The IEA expects production scrap to remain the primary source of battery-recycling feedstock until at least the mid-2030s.

 

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 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. In 2026, the agreement was amended and the contribution funding was reduced to approximately $2,000.

 

 Page 11 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

In mid-2025, the Company completed a feasibility level Class 3 Engineering study for the construction of a modular battery recycling facility adjacent to its Refinery, 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 Refinery 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. Electra also holds a significant land position in the Idaho Cobalt Belt, including the Iron Creek deposit and the highly prospective Ruby target area. 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 exploration 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 portion of the Idaho properties claims subject to the earn-in and joint venture agreement among the Company, through Idaho Cobalt Company, Borah Resources and Phoenix Copper (the “Redcastle Agreement”). 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.

 

In October 2025, Electra launched a new program to advance mineral deposit modeling and feedstock integration at its Iron Creek Project. 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 of diamond drill core to refine its geological model and guide a future drilling programs. Bulk sampling from Adit #1 will support metallurgical testing to validate processing parameters and evaluate future feedstock compatibility with the refinery.

 

During Q3 2026, Electra continued a technical review of all data from the Iron Creek Property and surrounding area. The work is intended to integrate historical exploration results from 2018-2023 programs and refine the geological interpretations to identify drill targets that expand the resource and recognize high-potential copper-cobalt-gold areas elsewhere on the property and beyond. Data from the Colorado School of Mines drill core scanning program from 17 holes drilled at Iron Creek and Ruby were processed to identify the 3D spatial distribution of alteration minerals associated with mineralization. Final results are to be integrated into the existing 3D geology model expected by end of Q4. Water quality and hydrology baseline studies also continue on the Iron Creek property. All data from previous surveys from 2018 are to be integrated during 2026. This approach advances the outlook of the Idaho assets while the Company prioritizes capital for completion of the Ontario refinery, positioning Electra or a potential partner to undertake a more focused future exploration program.

 

 Page 12 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

Asset Value Continuity

 

   January 1, 2025   Foreign Exchange   December 31, 2025   Foreign Exchange   September 30, 2026 
Idaho, USA  $93,200   $(4,424)  $88,776   $3,122   $91,898 

 

Summary of Quarterly Results

 

   September 30, 2026   December 31, 2025 
   ($)   ($) 
         
Financial Position          
Current Assets   27,342    40,502 
Exploration and Evaluation Assets   91,898    88,776 
Property, plant and equipment   78,347    55,078 
Total Assets   198,795    185,564 
Current Liabilities   40,388    88,172 
Long-term Liabilities   55,596    51,142 
           
           
    

Three months ended

September 30, 2026

    

Three months ended

September 30, 2025

 
Operations          
General and administrative   938    595 
Consulting and professional fees   542    1,447 
Exploration and evaluation expenditures   150    144 
Investor relations and marketing   409    115 
Salary and benefits   1,603    1,564 
Share-based payments   684    193 
Total Operating Expenses   4,326    4,058 
           
Change in fair value of marketable securities   —      —   
Gain (loss) on financial derivative liability – Convertible Notes   —      161 
Changes in fair value of US Warrant   10,476    (3)
Other non-operating income (expense)   (1,511)   (835)
           
Net income (loss)   4,639    (4,735)
Basic income (loss) per share   0.04    (0.27)
Diluted income (loss) per share   0.00    (0.27)

 

Financial & Operating Results for the Three Months Ended September 30, 2026

 

During the three months ended September 30, 2026, the Company recorded a net income of $4,639 (compared to a net loss of $4,735 for the three months ended September 30, 2025), and a basic earnings per share of $0.04 and diluted earnings per share of $0.00 (compared to a basic and diluted loss per share of $0.27 for the three months ended September 30, 2025).

 

·Net income for the quarter was primarily driven by non-cash fair value adjustments, while underlying results reflect continued investment in refinery construction, improving balance sheet strength, and disciplined cost management.
·Current liabilities decreased significantly to $40,388 from $88,172 at December 31, 2025, primarily due to the revaluation of the US warrants. Long-term liabilities increased slightly to $55,596 from $51,142, mainly due to payment-in-kind (“PIK”) interest on the Term Loan being added to the outstanding principal balance.

 

 Page 13 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

·General and administrative expenses increased to $938 from $595, primarily due to higher insurance costs following the resumption of construction at the Refinery.
·Consulting and professional fees were $542 for the three months ended September 30, 2026 compared to $1,447 for the three months ended September 30, 2025, largely reflecting less legal activity.
·Salary and benefits were $1,603 for the three months ended September 30, 2026, compared to $1,564 for the three months ended September 30, 2025. The increase is primarily due to the personnel changes during the quarter.
·Share-based payments for the three months ended September 30, 2026, of $684 compared to $193 for the three months ended September 30, 2025, driven by the quantity and timing of options granted and corresponding expensing thereof.
·Exploration and evaluation expenditures remained consistent with the prior year at $150 for the three months ended September 30, 2026, compared to $144 for the three months ended September 30, 2025.
·Changes in the fair value of US warrants resulted in a gain of $10,476, compared with a loss of $3 during the same period in 2025. The US warrants relate to the April 2025 private placement, the October 2025 private placement and the Restructuring. Of these warrants, only the April 2025 private placement warrants were outstanding during the same period in 2025.
·Other non-operating expense of $1,511 for the three months ended September 30, 2026 increased from a loss of $835 for the three months ended September 30, 2025 due to changes in foreign exchange and the extinguishment of government loan that occurred in 2025.

 

Summary of Nine Months Ended September 30, 2026 and 2025 Results

 

   Nine months ended
September 30, 2026
   Nine months ended
September 30, 2025
 
   ($)   ($) 
         
         
Operations          
General and administrative   2,542    2,361 
Consulting and professional fees   2,950    3,515 
Exploration and evaluation expenditures   295    233 
Investor relations and marketing   1,009    326 
Salary and benefits   3,512    4,114 
Share-based payments   1,882    748 
Total Operating Expenses   12,190    11,297 
           
Change in fair value of marketable securities   —      4 
Loss on financial derivative liability – Convertible Notes   —      (4,675)
Changes in fair value of US Warrant   59,017    (103)
Other non-operating expense   (5,018)   (3,349)
           
Net income (loss)   41,809    (19,420)
Basic income (loss) per share   0.40    (1.15)
Diluted income (loss) per share   0.24    (1.15)

 

Results of Operations for the Nine Months Ended September 30, 2026

 

During the nine months ended September 30, 2026, the Company recorded a net income of $41,809 (net loss of $19,420 for the nine months ended September 30, 2025), and a basic earnings per share of $0.40 and diluted earnings per share of $0.24 (compared to a basic and diluted loss per share of $1.15 for the nine months ended September 30, 2025).

 

·Net income for the nine months was primarily driven by non-cash fair value adjustments, while underlying results reflect continued investment in refinery construction, improving balance sheet strength, and disciplined cost management.

 

 Page 14 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

·General and administrative expenses were $2,542 for the nine months ended September 30, 2026, compared to $2,361 for the nine months ended September 30, 2025, primarily due to higher insurance costs following the resumption of construction at the Refinery.
·Consulting and professional fees were $2,950 for the nine months ended September 30, 2026, compared to $3,515 for the nine months ended September 30, 2025 primarily due to less legal activity.
·Salary and benefits were $3,512 for the nine months ended September 30, 2026, compared to $4,114 for the nine months ended September 30, 2025. The decrease is primarily due to the capitalization of certain Refinery-related costs that were expensed in the prior period as the construction resumed at the Refinery and lower corporate headcount and lower incentive compensation relative to the prior period.
·Share-based payments for the nine months ended September 30, 2026 were $1,882 compared to $748 for the nine months ended September 30, 2025. The increase was due to quantity and timing of options granted and corresponding expensing thereof.
·Exploration and evaluation expenditures were $295 for the nine months ended September 30, 2026, compared to $233 for the nine months ended September 30, 2025.
·Changes in the fair value of US warrants resulted in a gain of $59,017, compared with a loss of $103 during the same period in 2025. The US warrants relate to the April 2025 private placement, the October 2025 private placement and the Restructuring. Of these warrants, only the April 2025 private placement warrants were outstanding during the same period in 2025.

 

Selected Quarterly Financial Information

 

For the three months ended,  Net income (loss)   Basic
Income (loss)
per share
   Diluted
Income (loss)
per share
   Total assets 
September 30, 2026  $4,639   $0.04   $0.00   $198,795 
June 30, 2026   9,028    0.09    0.08    196,256 
March 31, 2026   28,142    0.28    0.16    192,818 
December 31, 2025   (114,045)   (1.47)   (1.47)   185,564 
September 30, 2025   (4,735)   (0.27)   (0.27)   148,082 
June 30, 2025   (2,005)   (0.11)   (0.11)   145,600 
March 31, 2025   (12,680)   (0.86)   (0.86)   151,432 
December 31, 2024   (8,666)   (0.61)   (0.61)   151,447 

 

 

Capital Structure, Resources & Liquidity

 

As of the date of this MD&A, the Company has 107,024,823 common shares and 26,405,657 Pre-funded Warrants issued and outstanding. In addition, there are outstanding share purchase warrants and stock options for a further 103,458,596 and 3,897,390 common shares, respectively. The Company currently has 771,187 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 
October 22, 2025   October 22, 2028    46,000,000    US$1.25 
October 22, 2025   October 22, 2028    55,041,712    US$1.25 
October 22, 2025   October 22, 2028    2,416,884    US$0.75 
October 22, 2025   October 22, 2028    26,405,657    Pre-funded 
         129,864,253      

 

 Page 15 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

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.

 

As at September 30, 2026, the Company’s debt consists of a term loan with a carrying value of $43,771 (US$30,851), inclusive of payment-in-kind interest. The term loan matures in October 2028 and bears interest at 8.99% if paid in cash or 11.125% if paid in kind, at the Company’s election. In addition, the Company’s capital structure also includes government loans with repayment commencing in June 2028 following an extension of the project completion timeline to June 30, 2027.

 

The current capital structure reflects the comprehensive financial restructuring completed in October 2025, pursuant to which the Company eliminated its outstanding convertible notes, reduced overall debt levels, and extended maturities.

 

The Company will continue to observe markets with respect to various funding alternatives including equity and debt financings to ensure its liquidity and capital resources are sufficient to fund Refinery expenditures. The Company may also require additional funding in conjunction with commissioning activities and the ramp up of operations. The proposed WMC working-capital partnership is intended to support the working capital required as a result of timing of cash inflows and outflows in conjunction operations.

 

Nasdaq Compliance

 

On March 16, 2026, the Company received a deficiency notice from Nasdaq stating that it did not meet the US$1.00 minimum bid price requirement. The initial compliance period ended on September 14, 2026. On September 15, 2026, the Company announced that Nasdaq had granted an additional 180-calendar-day period, to March 15, 2027. To regain compliance, the closing bid price of the common shares must be at least US$1.00 for a minimum of 10 consecutive business days before that date. Shareholders approved a reverse share split at the June 23, 2026 annual general and special meeting. The Company may implement it before its next annual meeting if needed to regain compliance, subject to applicable approvals. The common shares continue to trade on Nasdaq, and the notice has no effect on the Company’s operations or its TSX Venture Exchange listing.

 

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, 2026, the Company had unrestricted cash of $23,543 (December 31, 2025 - $39,024) compared to accounts payable and accrued liabilities of $11,231 (December 31, 2025 - $5,817).

 

As of the date of this MD&A, the Company believes that, inclusive of the government financing commitments, it has sufficient financial resources necessary to complete the construction of the Refinery, however additional capital will be required to complete commissioning and other activities.

 

 Page 16 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

The Company had the following summarized cash flows:

 

   Nine months ended September 30, 2026   Nine months ended September 30, 2025 
Cash used in operating activities  $(8,331)  $(6,917)
Cash used in investing activities   (22,089)   (1,096)
Cash provided by financing activities   14,948    7,339 
Change in cash during the period   (15,472)   (674)
Effect of exchange rates   (9)   1 
Cash, beginning of period   39,024    3,717 
Cash, end of the period  $23,543   $3,044 

 

Cash used in operating activities was $8,331 during the nine months ended September 30, 2026, compared to $6,917 used in operating activities during the nine months ended September 30, 2025. The increase in cash used in operating activities was driven primarily by changes in working capital.

 

Cash used in investing activities was $22,089 during the nine months ended September 30, 2026, compared to $1,096 used during the nine months ended September 30, 2025. The increase in cash used in investing activities relates to an increase in capital spending related to the Refinery.

 

Cash flows provided by financing activities were $14,948 during the nine months ended September 30, 2026, compared to cash flows provided by financing activities of $7,339 during the nine months ended September 30, 2025. The change was primarily driven by proceeds from the ATM, net of transaction costs and proceeds from deferred government grant.

 

Commitments

 

From time to time, the Company and/or its subsidiaries may become defendants in legal actions, and the Company may 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 entered into a binding agreement for sale of cobalt sulfate. This is dependent on certain conditions that the Company has to fulfill by December 2026. If not met, the Company has the option to amend or extend the agreement.

 

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 of September 30, 2026:

 

   2026   2027   2028   2029   Thereafter   Total 
Purchase commitments  $31,476   $32,924   $—     $—     $—     $64,400 
Term loan   —      —      56,362    —      —      56,362 
Government loan payments   9    36    1,615    2,141    6,378    10,179 
Lease payments   32    198    269    272    673    1,444 
Royalty payments 1   —      —      237    548    3,810    4,595 
   $31,517   $33,158   $58,483   $2,961   $10,861   $136,980 
                               

 

1 Royalty payments are estimated amounts associated with the royalty agreements entered with the debt holders as part of the October 2025 Term Loan. 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.

 

The Company has recorded a provision for environmental remediation, reclamation and decommissioning for its Ontario assets. For the Refinery, a liability of $1,539 has been recorded as at September 30, 2026, 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.

 

 Page 17 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

Related Party Transactions

 

The Company’s related parties include key management personnel and the Company’s Board of Directors.

 

The Company paid and/or accrued during the three and nine months ended September 30, 2026 and 2025, the following fees to management personnel and directors.

 

   For the three months
ended September 30,
   For the nine months
ended September 30,
 
   2026   2025   2026   2025 
Management  $1,144    1,065   $2,188   $2,395 
Directors’ fees   554    58    650    158 
   $1,698    1,123   $2,838   $2,553 
                     

 

During the three and nine months ended September 30, 2026, the Company had share-based payments made to management and directors of $739 and $2,383 (for the three and nine months ended September 30, 2025 - $143 and $525 respectively).

 

As at September 30, 2026, the accrued liabilities balance for related parties was $2,318 (December 31, 2025 - $1,582), which relates mainly to compensation accruals.

 

The year over year change in fees paid to management personnel and directors for the three and nine months ended September 30, 2026 was primarily attributable to changes in the composition of management and the Board between 2025 and 2026.

 

Off Balance Sheet Arrangements

 

The Company currently has no off-balance sheet arrangements.

 

Financial Instruments

 

Refer to Note 21 of the Company’s consolidated financial statements for the years ended December 31, 2025 and 2024.

 

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, the Company believes that given the funding commitments of the U.S. Department of War, the Canadian Strategic Response Fund, and Invest Ontario, it has sufficient financial resources necessary to meet its existing business needs for at least the next 12 months. However, additional capital will be required to maintain the current pace of Refinery construction while also funding ongoing general and administrative expenses, commissioning, working capital and other corporate requirements. 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 October 2025 Term Loan, the Company was subject to a reportable minimum cash balance requirement of US$2,000.

 

 Page 18 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

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, 2026.

 

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 Restructuring and October 2025 Financing and completion of the Company’s government funding initiatives, the Company believes that its available financial resources are sufficient to fund the currently approved construction scope of the Refinery. However, the Company will require additional capital to fund ongoing general and administrative expenses, commissioning, working capital and other corporate requirements. In the absence of additional capital, these expenditures would reduce the financial resources otherwise available for Refinery construction. 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 cast 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.

 

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.

 

Please refer to the factors set out under “Risk Factors” in our annual report on Form 20-F for the year ended December 31, 2025 dated March 27, 2026 (“Annual Report”) for further information about risk factors related to our ability to obtain sufficient funding and/or raise debt or equity capital in the future, including in the event that we are not able to continue to maintain the listing of our common shares on Nasdaq.

 

 Page 19 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

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 the October 2025 Term Loan, 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 ongoing conflicts in Ukraine, the Gaza Strip and Iran), 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.

 

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.

 

 Page 20 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

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 aims to compete in the burgeoning North American critical minerals industry with the completion of the 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 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 favourable 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 online 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.

 

U.S. Legislative and Regulatory Policies.

 

The current U.S. administration previously significantly increased tariffs on U.S. imports. In 2026, the current U.S. presidential administration has continued to threaten the enactment of additional tariffs on Canada that are as high as 100%. These tariffs have been in many cases amended, postponed, or changed in other ways since their initial announcements, including a subsequent exemption for goods compliant with the United States-Mexico-Canada Agreement, which the U.S. presidential administration is reportedly considering pulling out of. Although the United States Supreme Court recently struck down many of the administration’s tariffs as unconstitutional, the administration has responded by initiating investigations under the Trade Act of 1974 against certain countries, including Canada, whose goal is to reimpose the tariffs through alternate means. This has resulted in uncertainty over the quantum and duration of tariffs, and this lack of clarity has made it difficult to manage and mitigate the impacts of tariffs. In response to these tariffs, other countries have limited their trade with the United States and have retaliated through their own restrictions and/or increased tariffs, among other actions. In particular, there is uncertainty regarding U.S. tariffs and support for existing treaty and trade relationships, including with Canada, which has been targeted by the current U.S. presidential administration and there is substantial uncertainty as to further actions that may be taken under the current U.S. presidential administration with respect to U.S. trade policy. Implementation by the U.S. government of new legislative or regulatory policies could impose additional costs on us, or otherwise negatively impact us, which may have a material adverse effect on our business, financial condition and operations. In addition, this uncertainty may adversely impact: (i) the ability of companies to transact business with companies such as us; (ii) global stock markets (including the TSXV and Nasdaq); and (iii) general global economic conditions. We continue to evaluate the evolving status of tariffs, retaliatory tariffs, and tariff countermeasures. All these factors are outside of our control, but may nonetheless lead us to adjust our strategy to compete effectively in global markets.

 

 Page 21 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

Additional information on risks and uncertainties relating to the Company’s business is provided in the Company’s Annual Report under the heading “Risk Factors”. Additional information relating to Electra, including the Annual Report, is available on SEDAR+ at www.sedarplus.com. The Company’s reports and Annual Reports are also available on the SEC’s website at www.sec.gov.

 

Research and Development, Patents and Licenses, etc.

 

The Company does not have any research and development policies.

 

Trend Information

 

Other than as disclosed elsewhere in this MD&A and our annual report on Form 20-F for the fiscal year ended December 31, 2025, we are not aware of any trends, uncertainties, demands, commitments or events since December 31, 2025, that are reasonably likely to have a material adverse effect on our revenue, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

 

Significant Accounting Estimates

 

Refer to Note 3 of the Company’s audited consolidated financial statements for the year ended December 31, 2025 and 2024.

 

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 April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. IFRS 18 replaces IAS 1 Presentation of Financial Statements. It carries forward many requirements from IAS 1. IFRS 18 applies to annual reporting periods beginning on or after January 1, 2027. Earlier application is permitted. The standard must be applied retrospectively with restatement of comparative information. The key new concepts introduced in IFRS 18 relate to: the structure of the statement of profit or loss; required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements; and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes. The Company is currently assessing the impact and efforts related to adopting IFRS 18. The Company expects the standard will primarily affect the presentation and disclosure of information within the consolidated financial statements.

 

In May 2024, the IASB issued amendments to IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments. These amendments clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; add new disclosures for certain instruments with contractual terms that can change cash flows (such as some instruments with features linked to the achievement of environment, social and governance targets); and update the disclosures for equity instruments designated at fair value through other comprehensive income. These amendments apply to annual reporting periods beginning on or after January 1, 2026. The Company adopted these amendments on January 1, 2026 and they did not have material impact on the Company’s consolidated financial statements.

 

 Page 22 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

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 the period ended December 31, 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 2025 and 2024.

 

Management noted improvement in the following areas where significant deficiencies existed in the past:

 

·Control Environment

 

oThe Company has added trained financial reporting and accounting personnel with appropriate skills and knowledge regarding the design, implementation, and operation of internal controls over financial reporting. The team is in the process of implementing and improving processes and procedures to identify, monitor and improve ICFR and DCP.

 

·Procurement, Payment and Receiving Processes

 

oThe Company has improved reporting and receiving processes to ensure adherence to the Company’s policies at the Company’s Refinery project.

 

During the three and nine months ended September 30, 2026, there were no changes in the Company’s ICFR that materially affected, or are reasonably likely to materially affect, the Company’s ICFR.

 

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, 2026.

 

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.

 

 Page 23 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(expressed in thousands of Canadian dollars)

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 24 of 24

 

Exhibit 99.3

 

 

Electra Reports Third Quarter 2026 Results as It Builds North America’s Battery-Grade Cobalt Refinery

 

Toronto, Ontario – (November 9, 2026) – Electra Battery Materials Corporation (NASDAQ: ELBM; TSX-V: ELBM) (“Electra” or the “Company”) today reported its financial results for the three and nine months ended September 30, 2026, and provided an update on construction of its battery-grade cobalt sulfate refinery in Temiskaming Shores, Ontario.

 

Third Quarter & Recent Highlights

 

·Construction: Approximately C$46 million construction contracts committed against the approximately C$100 million (US$73 million) construction budget; project tracking to budget.
 ·Liquidity: Ended the quarter with approximately C$82.8 million in cash and undrawn government funding on September 30, 2026.
 ·Commissioning readiness: Operating and commissioning team in place, with specialist vendor support secured across all process areas; early commissioning of select utilities and circuits targeted to begin in Q4 2026.
 ·Feedstock: Secured 100% of feedstock required for commissioning and initial ramp-up, backed by a cobalt hydroxide agreement with Glencore extended through 2031.

 

“Electra is building a missing link in North America’s critical minerals midstream: a refinery that transforms cobalt feedstock into battery-grade cobalt sulfate that powers energy storage systems, industrial and consumer batteries, and defense technologies,” said Peter Rawlins, Chief Financial Officer. “With the vast majority of the world’s cobalt refining taking place in China and no current production in North America, construction advanced across all process areas during the third quarter and we secured a long-term feedstock agreement through 2031 while strengthening the team that will take the refinery into operation. Backed by C$83 million in cash and undrawn government funding to construction, we are well-positioned to bring North America’s first battery-grade cobalt sulfate refinery into commercial production in 2027.”

 

As detailed in the Company’s October 2026 construction update, site development is advancing rapidly across all process areas:

 

·Crystallizer Enclosure: Mechanical equipment is installed, process ductwork is staged for installation, off-site pipe fabrication is well underway, and the structure’s exterior is nearing completion.
·Solvent Extraction (SX) Building: Structural steel installation and module alignment are complete. Electrical cable tray installation is in its final stages, Fibre-Reinforced Plastic (FRP) equipment lamination has commenced. Bidding for SX FRP process piping and valves is complete; any potential schedule adjustments arising from FRP piping are expected to be modest.
·Effluent Treatment Plant & Civil Work: Installation of the effluent treatment plant – which processes waste streams from leaching and solvent extraction via three reactors, a clarifier and lime/flocculant doing systems - is complete
·Analytical Laboratory: Method development for battery-grade cobalt sulfate testing is complete with instrument validation currently underway.

 

 www.ElectraBMC.com1

 

 

Commissioning readiness activities are advancing in parallel with construction, supported by an on-site workforce of 130 personnel. The operating team, led by General Manager and Commissioning Leader Garzon Duenas, P.Eng., alongside Commissioning Lead Renee Barrette, P.Eng., is developing the commissioning execution plan and operational readiness program.

 

To support mechanical completion and circuit startup, Metso, designer of the solvent extraction circuit, has been retained as an advisor for the SX plant. Specialist providers are being engaged to oversee the crystallization plant and process control systems. A tender for third-party commissioning services is currently being prepared.

 

The Company is targeting early commissioning of select utilities and circuits in Q4 2026, paving the way for commercial production in the second half of 2027.

 

Feedstock & Commercial Partnerships

 

Electra has fully secured its commissioning and ramp-up feedstock through 2027 via its extended agreement with Glencore AG. Furthermore, approximately 60% of planned cobalt sulfate production is already committed to LG Energy Solutions.

 

Electra continues to advance toward definitive agreements under the non-binding term sheet announced October 13, 2026, with WMC Group AG for a five-year working capital facility and commercial partnership. Under the proposed arrangement, WMC will:

 

1.Finance cobalt feedstock purchases.
2.Provide logistics and product qualification support.
3.Act as exclusive buyer and marketing agent for corresponding cobalt sulfate output.
4.Make a direct equity investment in Electra upon execution of final documentation.

 

Execution of definitive agreements remains subject to ongoing due diligence, formal documentation and customary approvals.

 

“Safety remains our highest priority. Our team has advanced construction without a lost-time incident even as our site workforce has more than doubled,” said Trent Mell, CEO. “The cobalt refinery is the first step in building Electra into a trusted allied refiner for North America’s battery midstream. Once operating, it gives us a platform to expand into nickel and black mass processing, keeping critical minerals within an allied supply chain.”

 

 www.ElectraBMC.com2

 

 

Financial & Liquidity Update

 

Electra ended the third quarter with approximately C$82.8 million in total available liquidity, consisting of:

 

·C$23.5 million in cash and cash equivalents
·C$59.3 million in government non-dilutive contributions, which are drawn down progressively as eligible construction costs are incurred.

 

Following successful execution of three government funding packages, the minimum liquidity requirement under the Company’s term loan facility has stepped down significantly from US$15 million to US$2 million, providing enhanced financial flexibility through construction completion.

 

Electra’s third quarter 2026 financial statements and management discussion and analysis are available on SEDAR+ (www.sedarplus.ca), on EDGAR (www.sec.gov) and www.electrabmc.com.

 

Electra’s refinery is a fully permitted brownfield facility designed to process approximately 18,000 tonnes of cobalt hydroxide feed per year to produce 5,120 tonnes per year of contained cobalt in battery-grade cobalt sulfate for North American lithium-ion battery, energy storage, defense and industrial markets.

 

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 first battery-grade 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, External Affairs & 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.

 

 www.ElectraBMC.com3

 

 

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. All statements, other than statements of historical facts, are forward-looking statements, including statements regarding the approved construction budget and its sufficiency; construction spend and commitments; available funding toward completing construction; measures to accelerate FRP process piping and the expectation that any schedule adjustment, if required, would be modest; commissioning readiness; the timing of project milestones, including early commissioning of select utilities and circuits, ramp-up and commercial production; the availability, timing and drawdown of government funding; the Company’s liquidity and the minimum liquidity requirement under its term loan; commercial arrangements, including the feedstock agreement with Glencore AG, the offtake arrangement with LG Energy Solution, and the proposed partnership with and investment by WMC Group AG; targeted throughput and production volumes; and the Company’s growth strategy, including potential expansion into nickel refining, black mass processing and other downstream battery materials. 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” or similar expressions and are based on current assumptions and expectations, including assumptions regarding contractor performance and the effectiveness of schedule mitigation measures, the timing of government disbursements, foreign exchange rates, feedstock delivery, the satisfaction of conditions under commercial arrangements, and the availability of equity and working-capital financing on acceptable terms. Forward-looking statements 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. Factors that could cause actual results to differ materially from these forward-looking statements are set forth in the management’s discussion and analysis and other disclosures of risk factors of the Company, available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. 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 time 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.

 

 

 

 

 

 

 

 

 

  www.ElectraBMC.com 4

 

 

Exhibit 99.4

 

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, 2026.

 

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.

 

5.1Control 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.

 

5.2ICFR – material weakness relating to design: “N/A”

 

5.3Limitation 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, 2026 and ended on September 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

 

 

Date: November 6, 2026

 

“Trent Mell”                                   

 

Trent Mell

Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.5

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Peter Rawlins, 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, 2026.

 

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.

 

5.1Control 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.

 

5.2ICFR – material weakness relating to design: “N/A”

 

 

 

5.3Limitation 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, 2026 and ended on September 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

 

 

Date: November 6, 2026

 

“Peter Rawlins”                                  

Peter Rawlins

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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