Form 424B3 Li-Cycle Holdings Corp.


REDEMPTION CONDITIONS; CESSATION OF RIGHTS

The rights of holders of Warrants to exercise their Warrants will terminate immediately before 5:00 p.m. New York time on the Redemption Date. At 5:00 p.m. New York time on the Redemption Date and thereafter, holders of unexercised Warrants will have no rights with respect to such Warrants other than to receive the Prize. or otherwise described in this notice for holders who hold their warrants in street name. We encourage you to consult your broker, financial advisor and / or tax advisor to determine whether or not to exercise your warrants.

The Company exercises this right to redeem the Warrants in accordance with Section 6.2 of the Warrant Agreement. In accordance with section 6.2 of the warrant agreement, the Company has the right to redeem all outstanding public warrants if (i) the benchmark is equal to or greater than $ 10.00 per share and (ii ) if the reference value is less than $ 18.00 per share, the private warrants are also called upon to be redeemed on the same terms as the public warrants in circulation.

The last sale price of common shares equaled or exceeded $ 10.00 per share and less than $ 18.00 per share on each of the 20 trading days during the period 30 days trading period ending on December 21, 2021 (i.e. the third trading day preceding the date of this redemption notice).

EXERCISE PROCEDURE

Holders of Warrants have until 5:00 p.m. New York time on the Redemption Date to exercise their Warrants to purchase Common Shares.
Payment on exercise of the Warrants can be made either (i) in cash, at the Exercise Price in Cash or (ii) cashless ?? in which the relinquishing holder will receive a number of common shares to be determined in accordance with the terms of the warrant agreement and based on the date of redemption and the fair market value of redemption. The Company will inform the holders of the fair market value of redemption no later than one business day after the date of 10-trade the day period ends. Under no circumstances will the number of common shares issued in a cashless delivery exceed 0.361 common shares per warrant. If a holder of warrants, after taking into account all of his warrants exercised at the same time, would be entitled to receive a fraction of interest in an ordinary share, the number of shares that the holder will be entitled to receive will be rounded to the nearest whole number of shares.

Payment of the Exercise Price in Cash may be made by bank transfer of immediately available funds. Transfer instructions will be provided to the Custodian Trust Company and will otherwise be provided on request.

Those who hold their warrants in the name of the street ?? should immediately contact their broker to determine their broker’s procedure for exercising their warrants.

Persons who are registered holders of their warrants may exercise their warrants by sending (1) the warrant certificate representing the warrants during the year (a ??Mandate certificate??), (2) a ?? Purchase choice fully and correctly completed ?? (a form of which is attached hereto as Annex A), duly signed and indicating, among other things, the number of warrants exercised and whether these warrants are exercised for cash or delivered without cash, and (3) if exercised for cash, full payment of the price of ” exercise in cash by wire transfer or other method of payment authorized by the Mandate Agreement to the Mandate Agent at: Continental Stock Transfer & Trust Company, LLC, One State Street, 30th Floor, New York, New York 10004, Attention : Compliance Department.

The method of delivery of warrants is at the option and risk of the holder, but if courier is used, properly insured registered mail is suggested.

The warrant certificate, the fully and correctly completed purchase choice and, if the applicable warrants are exercised for cash, the full payment of the exercise price in cash must be received by Continental Stock Transfer & Trust Company by 5:00 p.m. New York time on the redemption date. Subject to the following paragraph, any failure to deliver the warrant certificate, a fully and properly completed purchase choice or, if the applicable warrants are exercised for cash, full payment of the exercise price cash before that time will result in the Warrants being redeemed and unexercised.


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