Participants in the Solicitation
The Company and its executive officers and directors may be deemed to be participants in the solicitation of proxies in connection with
Proposal No. 2 in the Supplemental Proxy. Information about the Company’s executive officers and directors is available in the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2023, which is filed with the SEC on March 15, 2024, and amended by the Form 10-K/A filed with the SEC on April 29, 2024.
Forward-Looking Statements
Certain
statements contained in this Current Report on Form 8-K (this “Report”) may be considered “forward-looking statements” within the meaning of the U.S. Private Securities Litigation
Reform Act of 1995, Section 27A of the U.S. Securities Act of 1933, as amended, Section 21 of the U.S. Securities Exchange Act of 1934, as amended, and applicable Canadian securities laws. Forward-looking statements may generally be
identified by the use of words such as “believe”, “may”, “will”, “continue”, “anticipate”, “intend”, “expect”, “should”, “could”, “plan”,
“potential”, “future”, “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, although not all forward-looking statements contain such
identifying words. Forward-looking statements in this Report include but are not limited to statements about the appointment of Marcum as the Company’s new independent auditor, the expectation that Marcum’s expertise and understanding of Li-Cycle’s industry and business will serve the Company and its stakeholders well, the reconvening of the Meeting, the voting, the availability of the Company’s proxy materials and annual report, and the
mailing of the proxy supplement. These statements are based on various assumptions, whether or not identified in this Report, made by Li-Cycle. There can be no assurance that such assumptions will prove to be
correct and, as a result, actual results or events may differ materially from expectations expressed in or implied by the forward-looking statements. These forward-looking statements are provided for the purpose of assisting readers in understanding
certain key elements of Li-Cycle’s current objectives, goals, targets, strategic priorities, expectations and plans, and in obtaining a better understanding of
Li-Cycle’s business and anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes and is not intended to serve as, and must not be relied on,
by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and many of which are beyond the
control of Li-Cycle and are not guarantees of future performance. Li-Cycle believes that these risks and uncertainties include, but are not limited to, the following: Li-Cycle’s inability to economically and efficiently source, recover and recycle lithium-ion batteries and lithium-ion battery
manufacturing scrap, as well as third party black mass, and to meet the market demand for an environmentally sound, closed-loop solution for manufacturing waste and
end-of-life lithium-ion batteries; Li-Cycle’s inability to successfully implement
its global growth strategy, on a timely basis or at all; Li-Cycle’s inability to manage future global growth effectively; Li-Cycle’s inability to develop the
Rochester Hub as anticipated or at all, and other future projects including its Spoke network expansion projects in a timely manner or on budget or that those projects will not meet expectations with respect to their productivity or the
specifications of their end products; Li-Cycle’s history of losses and expected significant expenses for the foreseeable future as well as additional funds required to meet
Li-Cycle’s liquidity needs and capital requirements in the future not being available to Li-Cycle on acceptable terms or at all when it needs them; risk and
uncertainties related to Li-Cycle’s ability to continue as a going concern; uncertainty related to the success of Li-Cycle’s cash preservation plan and related
past and further workforce reductions; Li-Cycle’s inability to attract, train and retain top talent who possess specialized knowledge and technical skills;
Li-Cycle’s failure to oversee and supervise strategic review of all or any of the Li-Cycle’s operations and capital project and obtain financing and other
strategic alternatives; Li-Cycle’s inability to service its debt and the restrictive nature of the terms of its debt; Li-Cycle’s potential engagement in
strategic transactions, including acquisitions, that could disrupt its business, cause dilution to its shareholders, reduce its financial resources, result in incurrence of debt, or prove not to be successful; one or more of Li-Cycle’s current or future facilities becoming inoperative, capacity constrained or disrupted, or lacking sufficient feed streams to remain in operation; the