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Subsequent events
9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
Subsequent events Subsequent events
Appointment of New Independent Registered Public Accounting Firm
As previously disclosed, on March 28, 2024, KPMG LLP (“KPMG”), the Company’s independent registered public accounting firm, notified the Company that it had decided to decline to stand for re-appointment as the Company’s independent registered public accounting firm to serve as independent auditor.
On October 15, 2024, Marcum Canada LLP (“Marcum”) was appointed to replace KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
Li-Cycle and Glencore Establish Commercial Framework for Rochester Hub Products
On October 31, 2024, the Company entered into an agreement with Glencore Ltd. (“Glencore”) covering the off-take of 100% of the MHP to be produced at its Rochester Hub. By amending and restating certain of its existing commercial agreements with Glencore Ltd. and Traxys North America LLC (“Traxys”), the Company has established the commercial framework for the proposed MHP scope for the Rochester Hub project. These amendments do not affect Glencore Ltd. and Traxys’ existing off-take rights covering lithium carbonate production from the Rochester Hub.
Under the amended and restated commercial agreements, Glencore Ltd. has agreed to purchase all of the Company’s MHP production at the Rochester Hub on agreed commercial terms based on market prices for the nickel and cobalt contained within the MHP. The parties have also agreed to extend the scope of the existing off-take agreements to cover material produced for Li-
Cycle under tolling agreements with third parties. Traxys will also receive certain payments related to the MHP production for the duration of their off-take agreement, which has been adjusted to consider the proposed MHP scope for the Rochester Hub. The payment terms and working capital facilities under the Traxys and Glencore Ltd. commercial agreements have also been adjusted to align with the requirements of the DOE’s proposed loan (“DOE Loan”) under the DOE’s Advanced Technology Vehicles Manufacturing program.
Finalized DOE Loan Facility
On November 7, 2024, the Company entered into an agreement for a loan facility (“DOE Loan Facility”) of up to $475 million (including up to $445 million of principal and up to $30 million in deferred and accrued interest) through the U.S. Department of Energy (“DOE”) Loan Programs Office’s (“LPO”) Advanced Technology Vehicles Manufacturing (“ATVM”) program, to support the development of the Company’s Rochester Hub project.  The entry by Company into definitive documentation with the DOE follows the DOE's detailed technical, market, financial and legal due diligence. The DOE Loan Facility is expected to support the development of the Company’s flagship Rochester Hub project.
Under the terms of the DOE Loan Facility the Company may access funds through periodic draws through March 31, 2027 as eligible costs are incurred. There are no scheduled principal repayments under the facility prior to June 15, 2027, and interest during the availability period may be capitalized, instead of being paid in cash, in an amount of up to approximately $30 million. The interest rate for each advance will be set by the Federal Financing Bank based on the cost of funds to the United States Department of the Treasury for obligations of comparable maturity at the date of the advance, with 0% spread. The final maturity date is March 15, 2040.
The Company’s ability to borrow under the DOE Loan Facility is subject to the satisfaction or waiver of certain conditions     precedent, including:
completing the first draw on the DOE Loan Facility (the “First Advance”) prior to the date that is twelve months after the Effective Date (i.e., November 7, 2025);
fully satisfying the obligation to make certain base equity contributions to the Rochester Hub Project (the “Base Equity Contribution”), on or prior to the date of First Advance; and
settling certain existing commitments relating to the Rochester Hub Project for costs incurred but not yet paid, on or prior to the date of First Advance (approximately $92 million as of September 30, 2024).
The amount of the Base Equity Contribution includes an estimated approximately $173 million to fund reserve accounts required under the DOE Loan Facility (“Reserve Accounts”), of which up to approximately $97 million can be satisfied through delivery of letters of credit. The estimated amount of the Reserve Accounts required under the DOE Loan Facility is based on the Company’s current forecasts and may change prior to First Advance. The Reserve Accounts include project construction, ramp-up, and Spoke capital expenditure reserves. The majority of the Reserve Account funds are expected to be released to the Borrower on or before the completion of the Rochester Hub Project.
The Company is also required to maintain a minimum unrestricted cash balance after First Advance of $20 million prior to completion of the Rochester Hub Project, and of $10 million following completion of the Rochester Hub Project (the “Minimum Cash Balance”)