EX-FILING FEES 4 d338918dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form F-3

(Form Type)

Li-Cycle Holdings Corp.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 

                         
     Security
Type
  Security
Class
Title
  Fee
Calculation
or Carry
Forward
Rule
  Amount
Registered(1)
  Proposed
Maximum
Offering
Price Per
Unit
  Maximum
Aggregate
Offering
Price
  Fee
Rate
  Amount of
Registration
Fee
 

Carry
 Forward 

Form
Type

 

Carry

 Forward 

File

Number

  Carry
Forward 
Initial
effective
date
  Filing Fee
Previously
Paid In
Connection
with Unsold
Securities to
be Carried
Forward
 
Newly Registered Securities
                         
Fees to Be Paid    Equity     Common shares without par value(2)   457(c)    5,300,352     $6.92(3)     $36,678,435.84(3)     0.0000927     $3,400.09           
                         
Fees Previously Paid                          
 
Carry Forward Securities
                         
 Carry Forward  Securities                          
                   
    Total Offering Amounts      $36,678,435.84     $3,400.09          
                   
    Total Fees Previously Paid          —            
                   
    Total Fee Offsets          —            
                   
    Net Fee Due                $3,400.09                

Table 3: Combined Prospectuses

 

             
Security Type    Security Class Title(4)    Amount of Securities
Previously Registered(1)(5)
   Maximum Aggregate
Offering Price of Securities
Previously Registered
   Form
Type
   File
Number
   Initial Effective
Date
             
Equity    Common shares without par value(6)    78,670,367    $807,157,965.42    F-1    333-259895    October 5, 2021
             
Equity    Common shares without par value issued on exercise of warrants(6)    1,586,720    $18,247,280.00    F-1    333-259895    October 5, 2021
             
Equity    Common shares without par value(7)    11,021,923    $146,481,356.67    F-1    333-261157    November 22, 2021


(1)

Includes an indeterminable number of additional securities that, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), may be issued to prevent dilution from stock splits, stock dividends or similar transactions that could affect the securities to be offered.

 

(2)

Represents 5,300,352 common shares without par value (the “common shares”) newly registered herein for resale by certain selling shareholders identified in this prospectus, which were issued to such selling shareholders in connection with the LG Subscription (as defined in this prospectus).

 

(3)

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act based on the average of the high and low sales price of the Registrant’s common shares as reported on the New York Stock Exchange on September 8, 2022.

 

(4)

No registration fee is payable in connection with the 91,279,010 common shares, which include (i) up to 80,257,087 common shares, previously registered under the First Prior Registration Statement, and (ii) up to 11,021,923 common shares, previously registered under the Second Prior Registration Statement (together with the First Prior Registration Statement, the “Prior Registration Statements”), because such common shares are being transferred from the Prior Registration Statements pursuant to Rule 429 under the Securities Act. A registration fee is only payable in connection with the 5,300,352 common shares that were not previously registered under the Prior Registration Statements, with a proposed maximum aggregate offering price of $36,678,435.84. See “Explanatory Note” in this registration statement.

 

(5)

An aggregate of 91,279,010 common shares that were previously registered under the Prior Registration Statements and remain unsold are included in this registration statement. Pursuant to Rule 429(b) under the Securities Act, this registration statement, upon effectiveness, will constitute post-effective amendments to the Prior Registration Statements, which post-effective amendments shall hereafter become effective concurrently with the effectiveness of this registration statement and in accordance with Section 8(c) of the Securities Act.

 

(6)

Represents 80,257,087 common shares registered herein for resale by certain selling shareholders identified in this prospectus, including 1,586,720 common shares issued following the exercise of private placement warrants held by Peridot Acquisition Sponsor, LLC, and previously registered under a registration statement on Form F-1 (File No. 333-259895) (as amended and supplemented from time to time, the “First Prior Registration Statement”), which was originally filed on September 30, 2021 and amended by Amendment No. 1 filed on October 4, 2021, subsequently declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on October 5, 2021, amended by the Post-Effective Amendment No. 1 filed on February 16, 2022 and the Post-Effective Amendment No. 2 filed on July 27, 2022 and subsequently declared effective by the SEC on August 4, 2022.

 

(7)

Represents 11,021,923 common shares issuable upon conversion of outstanding unsecured convertible notes held by a selling shareholder identified in this prospectus and previously registered under a registration statement on Form F-1 (File No. 333-261157) (as amended and supplemented from time to time, the “Second Prior Registration Statement”), which was originally filed on November 18, 2021, subsequently declared effective by the SEC on November 22, 2021, amended by the Post-Effective Amendment No. 1 filed on February 16, 2022 and the Post-Effective Amendment No. 2 filed on July 27, 2022 and subsequently declared effective by the SEC on August 4, 2022.