EX-99.2 3 exh_992.htm EXHIBIT 99.2 EdgarFiling

Exhibit 99.2

 

FORM 51-102F3

MATERIAL CHANGE REPORT

 

ITEM 1NAME AND ADDRESS

 

Electra Battery Materials Corporation. (the “Company”)

133 Richmond Street W, Suite 602

Toronto, Ontario

M5H 2L3

 

ITEM 2DATE OF MATERIAL CHANGE

 

March 5, 2025

 

ITEM 3NEWS RELEASE

 

The Company issued a news release on March 6, 2025, relating to the material change, which was disseminated through Business Wire and subsequently filed on SEDAR+.

 

ITEM 4SUMMARY OF MATERIAL CHANGE

 

The Company announced an agreement with the holders of its senior secured debt that enhances the Company’s financial flexibility. Under this agreement, lenders have agreed to defer all interest payments until February 15, 2027, allowing Electra to invest its capital towards completing its cobalt refinery rather than debt servicing.

 

ITEM 5FULL DESCRIPTION OF MATERIAL CHANGE

 

The Company announced an agreement with the holders of its senior secured debt that enhances the Company’s financial flexibility. Under this agreement, lenders have agreed to defer all interest payments until February 15, 2027, allowing Electra to invest its capital towards completing its cobalt refinery rather than debt servicing.

 

The agreement covers all outstanding 8.99% senior secured convertible notes (the “2028 Notes”) and 12% senior secured convertible notes (the “2027 Notes”), collectively referred to as the “Notes”. As consideration for this deferral, Electra will pay additional interest of 2.25% per annum on the 2028 Notes and 2.5% per annum on the 2027 Notes, calculated on the principal amounts of the Notes. All deferred interest, including deferred amounts of additional interest, will accrue interest at the applicable stated rate of interest borne by the applicable series of Notes. All deferred interest (including all interest thereon) will become payable immediately if an event of default occurs under the applicable note indenture prior to February 15, 2027.

 

ITEM 6RELIANCE ON SUBSECTION 7.1(2) of national instrument 51-102

 

Not applicable. This report is not being filed on a confidential basis.

 

ITEM 7OMITTED INFORMATION

 

Not applicable

 

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ITEM 8EXECUTIVE OFFICER

 

The following executive officer of the Company is knowledgeable about the material change and this report:

 

Trent Mell

Chief Executive Officer

Telephone: (416) 900-3891

 

ITEM 9DATE OF REPORT

 

March 6, 2025

 

Cautionary Note Regarding Forward-Looking Statements

 

This report may contain forward-looking statements and forward-looking information (together, “forward-looking statements”) within the meaning of applicable securities laws and the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, are forward-looking statements. 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”. Such forward-looking statements include, without limitation, statements regarding completion of the issuance of the interest notes and the approval of the TSXV. Forward- looking statements are based on certain assumptions, and 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. Among the bases for assumptions with respect to the potential for additional government funding are discussions and indications of support from government actors based on certain milestones being achieved. Factors that could cause actual results to differ materially from these forward-looking statements are set forth in the management discussion and analysis and other disclosures of risk factors for Electra Battery Materials Corporation, filed on SEDAR+ at www.sedarplus.com and with on EDGAR at www.sec.gov. Other factors that could lead actual results to differ materially include changes with respect to government or investor expectations or actions as compared to communicated intentions, and general macroeconomic and other trends that can affect levels of government or private investment. 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 report, and no assurance can be given that such events will occur in the disclosed times 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.