0001104659-24-089728.txt : 20240814 0001104659-24-089728.hdr.sgml : 20240814 20240814170430 ACCESSION NUMBER: 0001104659-24-089728 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20240630 FILED AS OF DATE: 20240814 DATE AS OF CHANGE: 20240814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Electra Battery Materials Corp CENTRAL INDEX KEY: 0001907184 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-41356 FILM NUMBER: 241209351 BUSINESS ADDRESS: STREET 1: PO BOX 20059 STREET 2: BAY ADELAIDE P.O. CITY: TORONTO STATE: A6 ZIP: M5H 0A1 BUSINESS PHONE: 416-900-3891 MAIL ADDRESS: STREET 1: ELECTRA HEAD OFFICE STREET 2: 401 BAY STREET, 6TH FLOOR CITY: TORONTO STATE: A6 ZIP: M5H 2Y4 6-K 1 tm2420232d1_6k.htm FORM 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934

For the month of	August 2024

Commission File Number	001-41356

Electra Battery Materials Corporation

(Translation of registrant’s name into English)

133 Richmond Street West, Suite 602

Toronto, Ontario, Canada

M5H 2L3

(416) 900-3891

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

x Form 20-F

¨ Form 40-F

INCORPORATION BY REFERENCE

Exhibits 99.1 and 99.2 to this Form 6-K of Electra Battery Materials Corporation (the “Company”) are hereby incorporated by reference as exhibits to the Registration Statements on Form F-10 (File No. 333-264982) and Form S-8 (File No. 333-264589) of the Company, as amended or supplemented.

Form 6-K Exhibit Index

Exhibit Number		Document Description
99.1		Condensed Interim Consolidated Financial Statements for the three and six months ended June 30, 2024

99.2		Management’s Discussion and Analysis for the three and six months ended June 30, 2024

99.3		Form 52-109F2 – Certification of Interim Filings – CEO

99.4		Form 52-109F2 – Certification of Interim Filings – CFO

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Electra Battery Material Corporation

Date: August 14, 2024	By:	/s/ “Trent Mell”
		Name: Trent Mell
		Title: Chief Financial Officer

EX-99.1 2 tm2420232d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

ELECTRA BATTERY MATERIALS CORPORATION

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(UNAUDITED)

(EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)

CONDENSEDELECTRA BATTERY MATERIALS CORPORATION

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

AS AT JUNE 30, 2024

(expressed in thousands of Canadian dollars)

	June 30, 2024			December 31, 2023 (Restated - Note 19)
ASSETS
Current Assets
Cash and cash equivalents	$	4,801		$	7,560
Restricted cash		277			888
Marketable securities (Note 6)		327			595
Prepaid expenses and deposits		1,212			468
Receivables		356			1,081
		6,973			10,592
Non-Current Assets
Exploration and evaluation assets (Note 5)		88,619			85,634
Property, plant and equipment (Note 4)		51,369			51,258
Long-term restricted cash		1,208			1,208
Total Assets	$	148,169		$	148,692

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	6,376		$	8,828
Accrued interest		7,951			5,730
Convertible notes payable (Note 9)		48,361			40,101
Warrants (Note 9)		1,865			1,421
US warrants (Note 11 (c))		58			7
Lease liability		10			-
		64,621			56,087
Non-Current Liabilities
Government loan payable (Note 8)		7,058			4,299
Government grants (Note 8)		2,339			849
Royalty (Note 9)		984			858
Lease liability		145			175
Asset retirement obligations (Note 7)		3,001			3,126
Total Liabilities	$	78,148		$	65,394
Shareholders’ Equity
Common shares (Note 10)		306,357			304,721
Reserve (Note 10)		25,599			25,579
Accumulated other comprehensive income		1,451			(1,557	)
Deficit		(263,386	)		(245,445	)
Total Shareholders’ Equity	$	70,021		$	83,298
Total Liabilities and Shareholders’ Equity	$	148,169		$	148,692
Going Concern (Note 1)
Commitments and Contingencies (Note 15)
Subsequent events (Note 18)

Approved on behalf of the Board of Directors and authorized for issue on August 14, 2024

Susan Uthayakumar, Director		Trent Mell, Director

See accompanying notes to condensed interim consolidated financial statements.

Page 2 of 27

ELECTRA BATTERY MATERIALS CORPORATION

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND OTHER COMPREHENSIVE LOSS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

	Three months ended June 30, 2024			Three months ended June 30, 2023 (Restated - Note 19)			Six months ended June 30, 2024			Six months ended June 30, 2023 Restated - Note 19)
Operating expenses
General and administrative	$	902		$	424		$	1,425		$	1,324
Consulting and professional fees		1,092			1,647			2,215			2,247
Exploration and evaluation expenditures		81			276			144			353
Investor relations and marketing		126			161			304			194
Refinery, engineering and metallurgical studies		-			335			-			959
Refinery, permitting and environmental expenses		-			59			-			87
Salaries and benefits		798			1,291			1,695			2,619
Share-based payments		419			326			979			544
Operating loss before noted items below:		3,418			4,519			6,762			8,327
Other
Unrealized gain (loss) on marketable securities (Note 6)		89			(79	)		181			31
(Loss) gain on financial derivative liability – Convertible Notes (Note 9)		(373	)		13,004			(7,184	)		(1,858	)
Changes in fair value of US Warrant (Note 11 (c))		(19	)		1,156			(49	)		1,062
Other non-operating (loss) income (Note 12)		(2,051	)		2,200			(4,127	)		508
Net (loss) income	$	(5,772	)		11,762			(17,941	)	$	(8,584	)

Other comprehensive income (loss):
Foreign currency translation gain (loss)		887			(1,897	)		3,008			(1,968	)

Net income (loss) and other comprehensive income (loss)	$	(4,885	)	$	9,865		$	(14,933	)	$	(10,552	)
Basic (loss) earnings per share (Note 13)	$	(0.10	)	$	0.33		$	(0.32	)	$	(0.24	)
Diluted loss per share (Note 13)	$	(0.10	)	$	(0.02	)	$	(0.32	)	$	(0.24	)
Weighted average number of common shares outstanding - Basic (Note 13)		57,198,468			35,972,480			56,634,528			35,836,585
Weighted average number of common shares outstanding - Diluted (Note 13)		57,198,468			56,637,198			56,634,528			35,836,585

See accompanying notes to condensed interim consolidated financial statements.

Page 3 of 27

ELECTRA BATTERY MATERIALS CORPORATION

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

								Accumulated
	Common Shares							Other
	Number of							Comprehensive
	shares		Amount		Reserves			Income (Loss)			Deficit			Total
Balance – January 1, 2024		55,851,327	$	304,721	$	25,579		$	(1,557	)	$	(245,445	)	$	83,298
Other comprehensive earnings for the period, net of taxes		-		-		-			3,008			-			3,008
Net loss for the period		-		-		-						(17,941	)		(17,941	)
Share-based payment expense		-		-		979			-			-			979
Performance based incentive payment		165,257		134		-			-			-			134
Shares and units issued for:
Exercise of restricted and performance share units (Note 10)		338,845		959		(959	)		-			-			-
Settlement of interest on 2028 Notes (Note 9)		843,039		543		-			-			-			543
Balance – June 30, 2024		57,198,468	$	306,357	$	25,599		$	1,451		$	(263,386	)	$	70,021

Balance – January 1, 2023		35,185,977	$	288,871	$	17,892		$	525		$	(180,779	)	$	126,509
Other comprehensive loss for the period, net of taxes		-		-		-			(1,968	)		-			(1,968	)
Net loss for the period		-		-		-			-			(8,584	)		(8,584	)
Share-based payment expense		-		-		544			-			-			544
Directors’ fees paid in deferred share units		-		-		887			-			-			887
Exercise of restricted share units		3,053		17		(17	)		-			-			-
Settlement transaction costs on 2028 Notes		77,500		175		-			-			-			175
Convertible Notes Conversion		368,543		998		-			-			-			998
Balance – June 30, 2023 (Restated - Note 19)		35,635,073	$	290,061	$	19,306		$	(1,443	)	$	(189,363	)	$	118,561

See accompanying notes to condensed interim consolidated financial statements.

Page 4 of 27

ELECTRA BATTERY MATERIALS CORPORATION

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

	Six months ended June 30, 2024			Six months ended June 30, 2023 (Restated - Note 19)
Operating activities
Net loss	$	(17,941	)	$	(8,584	)
Adjustments for items not affecting cash:
Share-based payments		980			544
Unrealized gain on marketable securities		(181	)		(31	)
Depreciation		29			30
Changes in fair value of convertible 2028 Notes		7,184			5,076
Interest expense on convertible 2028 Notes		2,629			-
Directors fees paid in DSUs		-			885
Loss on extinguishment of 2026 Notes and recognition of 2028 Notes (Note 9)		-			18,727
Fair value gain on convertible notes and warrants 2028 Notes (Note 9)		-			(21,945	)
Fair value gain on warrants (US Warrants)		-			(1,062	)
Changes in fair value of royalty		49			-
Performance based incentive payment		134			-
Unrealized loss on foreign exchange		1,635			324
		(5,482	)		(6,036	)
Changes in working capital:
Decrease in receivables		725			2,166
(Increase) decrease in prepaid expenses and other assets		(2,452	)		315
Decrease in accounts payable and accrued liabilities		(742	)		(1,352	)
Cash used in operation activities		(7,951	)		(4,997	)

Investing activities
Payment from restricted cash		611			938
Proceeds from sale of marketable securities		594			538
Additions to property, plant and equipment		(265	)		(14,754	)
Cash provided in investing activities		940			(13,278	)

Financing activities
Proceeds from government loan		4,249			250
Payment of lease liability, net of interest		(20	)		(19	)
Proceeds from 2028 Notes (Note 9)		-			68,049
Repayment of 2026 Notes (Note 9)		-			(48,036	)
Settlement of transaction costs on 2028 Notes (Note 9)		-			(2,100	)
Interest settlement of 2026 Notes (Note 9)		-			(1,656	)
Cash provided by financing activities		4,229			16,488
Change in cash during the period		(2,782	)		(1,787	)
Effect of exchange rates on cash		23			63
Cash, beginning of the period		7,560			7,952
Cash, end of period	$	4,801		$	6,228

See accompanying notes to condensed interim consolidated financial statements.

Page 5 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Significant Nature of Operations

Electra Battery Materials Corporation (the “Company”, “Electra”) was incorporated on July 13, 2011 under the Business Corporations Act of British Columbia (the “Act”). On September 4, 2018, the Company filed a Certificate of Continuance into Canada and adopted Articles of Continuance as a Federal Company under the Canada Business Corporations Act (the “CBCA”). On December 6, 2021, the Company changed its corporate name from First Cobalt Corp. to Electra Battery Materials Corporation. The Company is in the business of producing battery materials for the electric vehicle supply chain. The Company is focused on building a supply of cobalt, nickel and recycled battery materials.

Electra is a public company which is listed on the Toronto Venture Stock Exchange (TSX-V) (under the symbol ELBM). On April 27, 2022, the Company began trading on the NASDAQ (under the symbol ELBM). The Company’s registered office is Suite 2400, Bay-Adelaide Centre, 333 Bay Street, Toronto, Ontario, M5H 2T6 and the corporate head office is located at 133 Richmond Street W, Suite 602, Toronto, Ontario, M5H 2L3.

The Company is focused on building a North American integrated battery materials facility for the electric vehicle supply chain. The Company is in the process of constructing its expanded hydrometallurgical cobalt refinery (the “Refinery”), assessing the various optimizations and modular growth scenarios for a recycled battery material (known as black mass) program, and exploring and developing its mineral properties.

Going Concern Basis of Accounting

The accompanying condensed interim consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the foreseeable future, and, as such, the consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

The Company has recurring net operating losses and negative cash flows from operations. As of June 30, 2024 and December 31, 2023, the Company had an accumulated deficit of $263,386 and $245,445, respectively, though, the Company was in compliance with all required convertible note covenants as of June 30, 2024, and December 31, 2023. The Company’s recurring losses from operations and negative cash flows raise significant doubt about the Company’s ability to continue as a going concern. The global economy, including the financial and credit markets, has recently experienced extreme volatility and disruptions, including increasing inflation rates, rising interest rates, foreign currency impacts, declines in consumer confidence, and declines in economic growth. Additionally, the Company suspended construction of the refinery due to lack of sufficient funding. All these factors point to uncertainty about economic stability, and the severity and duration of these conditions on our business cannot be predicted, and the Company cannot assure that it will remain in compliance with the financial covenants contained within its credit facilities.

In order to continue its operations, the Company must achieve profitable operations and/or obtain additional equity or debt financing. Until the Company achieves profitability, management plans to fund its operations and capital expenditures with cash on hand, borrowings, and issuance of capital stock. Until the Company generates revenue at a level to support its cost structure, the Company expects to continue to incur significant operating losses and net cash outflows from operating activities.

The Company is actively pursuing various alternatives including government grants, strategic partnerships, equity and debt financing to increase its liquidity and capital resources. On August 11, 2023, the Company completed a private placement for gross proceeds of $21,500, consisting of a brokered placement for $16,500 and a non-brokered placement for $5,000 (refer to Note 10). An additional government loan from FedNor was received on February 2, 2024 in the amount of $2,267 and April 9, 2024 in the amount of $2,000. Subsequent to June 30, 2024, the Company received an additional $1,000 on August 8, 2024. Subsequent to June 30, 2024, the Company and the holders of US$51 million principal amount of 8.99% senior secured convertible notes have agreed that all accrued interest owing to August 15, 2024, on the convertible notes will be “paid-in-kind,” not in cash, and added to the outstanding principal amount of the notes. As a result of this agreement, the Company will issue additional notes in the principal amount of approximately US$6.5 million, subject to final approval of the TSX.V. The Company is also in discussion with various parties on additional financing opportunities and alternatives to finance the funding of feedstock purchases. Although the Company has historically been successful in obtaining financing in the past, there can be no assurances that the Company will be able to obtain adequate financing in the future, or that a strategic review process will culminate in any transaction or alternative. These condensed interim consolidated financial statements do not include the adjustments to the amounts and classifications of assets and liabilities that would be necessary should the Company be unable to continue as a going concern. These adjustments may be material.

Page 6 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Material Accounting Policies and Basis of Preparation

Basis of Presentation and Statement of Compliance

The Company prepares its condensed interim consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These condensed interim consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting (“IAS 34”). These condensed interim consolidated financial statements should be read in conjunction with our most recent annual financial statements. These condensed interim consolidated financial statements follow the same accounting policies, estimates, and methods of application as our most recent annual financial statements, except as detailed in Note 3.

All amounts on the condensed interim consolidated financial statements are presented in thousands of Canadian dollars unless otherwise stated.

The condensed interim consolidated financial statements were authorized for issue by the Board of Directors on August 14, 2024.

Certain comparative have been restated to conform with current accounting presentation.

New Accounting Standards Issued

Certain new accounting standards and interpretations have been published that are either applicable in the current year or not mandatory for the current period. The Company has assessed these standards, including amendments to IAS 1 – Non-current liabilities and Covenants, and determined a reclassification of the convertible notes from long-term to current liabilities applies in the current period, refer to Note 19. The amendments clarify certain requirements for determining whether a liability should be classified as current or non-current and require new disclosures for non-current liabilities that are subject to covenants within 12 months after the reporting period. This resulted in a change in the accounting policy for classification of liabilities that can be settled in the Company’s own shares (e.g. convertible notes issued by the Company). Previously, the Company excluded all counterparty conversion options when classifying the related liabilities as current or non-current. Under the revised policy, when a liability includes a counterparty conversion option that may be settled by a transfer of a Company’s own shares, the Company takes into account the conversion option in classifying the host liability as current or non-current except when it is classified as a equity component of a compound instrument. The Company’s other liabilities were not impacted by the amendments. In addition, Lease Liability in a Sale and Leaseback (Amendment to IFRS 16 Leases) - is effective January 1, 2024. The adoption of this amendment did not have an impact on the Company’s consolidated financial statements.

In addition, IFRS 18 Presentation and Disclosure in Financial Statements was issued by the IASB in April 2024, with mandatory application of the standard in annual reporting periods beginning on or after January 1, 2027. The Company is currently assessing the impact of IFRS 18 on its consolidated financial statements. No standards have been early adopted in the current period.

Page 7 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Property, Plant and Equipment and Capital Long-Term Prepayments

Cost	Property, Plant and Equipment		Construction in Progress			Right-of-use Assets		Total
January 1, 2023	$	5,989	$	76,048		$	301	$	82,338
Additions during the year		-		16,942			-		16,942
Transfers from capital long-term prepayments		-		3,968			-		3,968
Impairment		-		(51,884	)		-		(51,884	)
Balance December 31, 2023	$	5,989	$	45,074		$	301	$	51,364
Additions during the year		-		265			-		265
Asset retirement obligation - Change in estimate from discounting				(125	)				(125	)
Balance June 30, 2024	$	5,989	$	45,214		$	301	$	51,504

Accumulated Depreciation	Property, Plant and Equipment		Construction in Progress		Right-of-use Assets		Total
January 1, 2023	$	10	$	-	$	40	$	50
Change for the year		-		-		56		56
Balance December 31, 2023	$	10	$	-	$	96	$	106
Change for the year		-		-		29		29
Balance June 30, 2024	$	10	$	-	$	125	$	135

Net Book Value
Balance December 31, 2023	$	5,979	$	45,074	$	205	$	51,258
Balance June 30, 2024	$	5,979	$	45,214	$	176	$	51,369

Most of the Company’s property, plant, and equipment assets relate to the Refinery located near Temiskaming Shores, Ontario, Canada. The carrying value of property, plant, and equipment is $51,369 (December 31, 2023 - $51,258), all of which is pledged as security for the 2028 Notes (Note 9).

During the year ended December 31, 2023, an impairment charge was recognized on the Refinery in Ontario. On October 23, 2023, the Company released updated economics and capital spending estimates leading to the impairment charge. The impairment loss of $49,743 was determined based on the recoverable amount of the Refinery CGU that was based on value in use, assuming that commercial production will commence in 2026, and applying a discount rate of 20%. The recoverable amount of the Refinery CGU was determined as $44,899. In addition, costs of $2,141 related to the black mass program were included in the impairment charge.

Capitalized development costs for the six months ended June 30, 2024 totaled $265 (for the year ended December 31, 2023 - $14,801) of which capitalized borrowing costs were $Nil (December 31, 2023 - $2,781).

Capital long-term prepayments relate to payments for long-term capital contracts made for Refinery equipment purchases that have not yet been received by the Company, all of which are pledged as security for 2028 Notes (Note 9). As at June 30, 2024 capital long-term prepayments are $Nil (December 31, 2023 - $Nil).

Exploration and Evaluation Assets

	Balance January 1, 2023		Foreign Exchange			Balance December 31, 2023		Foreign Exchange		Balance June 30, 2024
Iron Creek, USA	$	87,693	$	(2,059	)	$	85,634	$	2,985	$	88,619
Total	$	87,693	$	(2,059	)	$	85,634	$	2,985	$	88,619

The comparative balance has been restated for a change in the functional currency resulting in a decrease to Exploration and Evaluation assets of $1,968 at June 30, 2023 to $85,725 (see Note 19).

Page 8 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

All of the Iron Creek mineral properties are pledged as security for the Convertible Notes issued on February 13, 2023 (Note 9). Upon successful commissioning of the Refinery, the Iron Creek mineral properties will be released from the Convertible Notes security package.

Certain claims relating to the Iron Creek properties were acquired by the Company against earn-in and option agreements entered with the original owners of such claims. These agreements provide a working interest in the property to the Company, upon making certain milestone payments and/or incurring certain expenditures on the property. The claims are also subject to future net smelter royalty (NSR) payments.

Marketable Securities

Marketable securities represent Kuya Silver Corp (“Kuya”) shares held by the Company. The Kuya shares were acquired via the Kerr Assets sale on February 26, 2021 and January 31, 2023 described below (“2023 Sale”). The total value of marketable securities at June 30, 2024 was $327 (December 31, 2023 - $595). These shares were marked-to-market at June 30, 2024 resulting in a unrealized gain of $89 and $181 being recorded during the three and six months ended June 30, 2024, respectively (three and six months ended June 30, 2023 – $79 and $31, respectively). During the three and six months ended June 30, 2024, the Company sold marketable securities for proceeds of $562 and $594, respectively from sale of 1,373,00 and 1,483,000 shares, respectively (three and six months ended June 30, 2023 – $510 and $538, respectively from sale of 1,046,000 and 1,140,500 shares, respectively) and realizing gains of $40 and $44, respectively (three and six months ended June 30, 2023 – $90 and $90, respectively).

On January 31, 2023, the Company completed the sale of the remaining assets of Canadian Cobalt Camp consisting of Keely-Frontier patents (“Cobalt Camp”) which Kuya did not own, as well as their associated asset retirement obligations. To complete the sale, Kuya issued to the Company 3,108,108 shares at a deemed price of $0.37 per share (being the share price equivalent to the VWAP prior to issuance) comprised of 2,702,703 shares as consideration for the $1,000 sale price and an additional 405,405 to settle $150 of payables to the Company. Kuya had also entered into a royalty agreement with the Company whereby it will grant the Company a two percent royalty on net smelter returns from commercial products derived from the remaining assets. The Company will retain a right of first offer to refine any base metal concentrates produced from the assets at the Company’s Ontario refinery.

Asset Retirement Obligations

As at June 30, 2024, the estimated cost of closure is $3,323. The Company maintains a surety bond for $3,450 as financial assurance based on the October 2021 closure plan.

The full estimated closure cost in the latest closure plan incorporated a number of new disturbances that have yet to take place, such as new roadways, new chemicals on site, and a new tailings area. The latest closure plan also included cost updates relating to remediating disturbances that existed at June 30, 2024. The following assumptions were used to calculate the asset retirement obligation:

	·	Discounted cash flows of $3,001 (December 31, 2023 - $3,126)
	·	Closure activities date of 2037 (December 31, 2023– 2037)
	·	Risk-free discount rate of 3.50% (December 31, 2023 – 3.98%)
	·	Long-term inflation rate of 3.0% (December 31, 2023 – 3.0%)

Page 9 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

During the six months ended June 30, 2024, the asset retirement obligation was decreased by $181 (December 31, 2023 - $1,336) due to a revised estimate of closure cost activities / actual inflation rate for current Refinery infrastructure, offset by changes in estimate of discounted cash flows. The continuity of the asset retirement obligation at June 30, 2024 and December 31, 2023 is as follows:

	June 30, 2024			December 31, 2023
Balance at January 1,	$	3,126		$	1,790
Change in estimate from discounting		(306	)		126
Change in estimate of costs		181			1,210
Balance	$	3,001		$	3,126

Long-Term Government Loan payable and Government Grant

On November 24, 2020, the Company had entered into a contribution agreement with the Ministry of Economic Development and Official Languages as represented by the Federal Economic Development Agency for Northern Ontario (“FedNor”) for up to a maximum of $5,000 financing related to the recommissioning and expansion of the Refinery in Ontario. The contribution was to be in the form of debt bearing a 0% interest rate and funded in proportion to certain Refinery construction activities. The Company received approval for an additional $5,000 funding under the agreement on December 27, 2023. During the first quarter of 2024 $2,267 was received with an additional $2,000 received in April 2024.

Once construction is completed, the cumulative balance borrowed will be repaid in 19 equal quarterly instalments. The funding is provided pro rata with incurred Refinery construction costs, with all other conditions required for the funding having been met. The loan is discounted using a market rate of 6.95% with the resulting difference between the amortized cost and cash proceeds recognized as Government Grant.

The following table sets out the balances of Government Loans and Government Grant received at June 30, 2024 and December 31, 2023.

	Government Loan			Government Grant			Total
Balance at January 1, 2023	$	3,777		$	1,121		$	4,898
FedNor loan (Nickel Study) – February 2023		250			-			250
Accretion		272			(272	)		-
Balance at December 31, 2023	$	4,299		$	849		$	5,148
FedNor loan – February 2024		2,267			-			2,267
FedNor Loan – April 2024		2,000			-			2,000
FedNor Loan (Nickel Study) - Payment		(18	)		-			(18	)
Allocation to government grant		(1,621	)		1,621			-
Accretion		113			(113	)		-
Balance at June 30, 2024	$	7,040		$	2,357		$	9,397

Convertible Note Arrangement

On February 13, 2023, the Company completed subscription agreements with certain institutional investors in the United States with respect to $68,049 (US$51,000) principal amount of 8.99% senior secured notes due February 2028 (“2028 Notes”). The initial conversion rate of the Notes is 403.2140 Common Shares per US$1,000 principal amount of Notes (equivalent to an initial conversion price of approximately US$2.48 per Common Share) subject to certain adjustments set forth in the Note Indenture. The Notes are convertible at the discretion of the lenders. The Notes bear interest at 8.99% per annum, payable in cash or common shares semi-annually in arrears in February and August of each year and mature in February 2028. During the first twelve (12) months of the term of the Notes, the Company may pay interest through the issuance of Common Shares at an increase annual interest rate of 11.125%. In the event the Company achieves a third-party green bond designation during the term of the Note Indenture, the interest rate on future cash interest payments shall be reduced to 8.75% per year.

Page 10 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

The investors in the offering also received an aggregate of 10,796,054 warrants to purchase common shares in the Company. The Warrants are exercisable for five years at an exercise price of US$2.48, subject to certain adjustments. The warrants were subsequently re-priced to $1.00.

Upon early conversion of the 2028 Notes, the Company will make an interest make whole payment equal to the lesser of the two years of interest payments or interest payable to maturity, which may be made in cash or shares at the Company’s discretion. The investors also received a royalty of: (i) 0.6% on “Operating Revenue” from the sale of all cobalt produced from the Refinery payable in the first twelve months following a defined threshold of commercial production, where “Operating Revenue” consists of revenue from the Refinery less certain permitted deductions; and (ii) 0.6% on all revenue from sales of cobalt generated from the Refinery in the second to fifth years following the commencement of commercial production. Royalty payments under the royalty agreements are subject to a cumulative cap of US$6,000.

The Company used a portion of the proceeds of the 2028 Notes offering to purchase all of the outstanding convertible notes consisting of US$36,000 of existing 6.95% senior secured notes due December 2026 for cancellation at par, as well as to pay accrued and unpaid interest on the 2026 Notes through the closing date of the 2028 Notes offering for US$51,000 ($68,049). The net proceeds were $20,013, before interest payment of $1,656 and transaction costs of $2,340. As the terms of the 2028 Notes are substantially different from the 2026 Notes, the Company accounted for the 2026 Notes as an extinguishment of the original financial liability and recognized a new financial liability for the 2028 Notes. The extinguishment of 2026 Notes and recognition of 2028 Notes resulted in a loss of $18,727 as determined below.

On February 27, 2024, the Company and the holders of US$51,000 principal amount of 8.99% senior secured convertible notes entered into an agreement (the “Waiver”) whereby the Noteholders agreed, subject to certain conditions, to a postponement in the unpaid payment of interest on the Notes payable on the August 15, 2023 and February 15, 2024 interest payment dates under the convertible note indenture dated as of February 13, 2023 (the “Indenture”) that governs the Notes. Pursuant to the Waiver as at June 30, 2024, the Company is required to make payment of accrued Interest on August 15, 2024, refer to Note 18, other than the Interest to be paid through the Share Issuance (as defined below). In the event of a default by the Company under the Indenture, the Company is required to pay the Interest immediately. Pending repayment, the Interest will be treated as additional principal amounts of Notes entitled to the same rights as the Notes under the Indenture, including the accrual of additional interest under the Indenture and the right to convert into common shares in the capital of the Company. The unpaid interest as at June 30, 2024 is $7,951 (December 31, 2023 - $5,730).

The Company satisfied US$401 of the Interest through the issuance of 843,039 Common Shares to certain Noteholders (the “Share Issuance”). The Share Issuance occurred at a value of $0.6439 for a total value of $543. The Share Issuance was approved by the TSX Venture Exchange (the “TSXV”).

	Convertible Notes Payable			Financial Derivative Liability		Total (Restated – Note 19)
Balance at January 1, 2023	$	25,662		$	6,674	$	32,336
Effective interest		914			-		914
Foreign exchange loss		(22	)		-		(22	)
Loss on fair value derivative re-valuation		-			5,076		5,076
Less: Accrued interest		(356	)		-		(356	)
Balance at February 13, 2023	$	26,198		$	11,750	$	37,948
Proceeds from 2028 Notes							20,013
Fair value used to settle 2026 Notes							57,961
Fair value of 2028 Notes							74,348
Loss before transaction costs							(16,387	)
Transaction costs							(2,340	)
Loss on extinguishment of 2026 Notes and recognition of 2028 Notes						$	(18,727	)

The 2028 Notes contain components of Convertible Notes, Warrants, and a Royalty. Based on the 2028 Notes agreements, these components are separately exercisable hence the Company has accounted for each as a freestanding financial instrument and initially recorded these components at fair value. They have been recorded as derivative liabilities until they are elected to conversion to common shares.

Page 11 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

As at initial recognition on February 13, 2023, the convertible notes were fair valued using the finite difference valuation method with the following key assumptions:

	·	Risk free rate at February of 3.96% based on the US dollar zero curve;
	·	Equity volatility at February 13, 2023 of 56% based on an assessment of the Company’s historical volatility and the estimated maximum a third-party investor would be willing to pay for;
	·	An Electra share price at February 13, 2023 of $2.23 reflecting the quoted market prices; and
	·	A credit spread at February 13, 2023 of 28.9%.

In addition, subject to certain conditions, the Noteholders have agreed to waive the requirement set out in the Indenture for the Company to file a registration statement to provide for the resale of the Common Shares underlying the Notes and the common share purchase warrants issued on February 13, 2023.

For the six month period ended June 30, 2024, the convertible notes were fair valued using the finite difference valuation method with the following key assumptions:

	·	Risk free rate at June 30, 2024 of 4.56% (December 31, 2023 – 3.85%) based on the US dollar zero curve;
	·	Equity volatility at June 30, 2024 of 63% (December 31, 2023 – 62%) based on an assessment of the Company’s historical volatility and the estimated maximum a third-party investor would be willing to pay for;
	·	An Electra share price at June 30, 2024 of $0.420 (December 31, 2023 - $0.365) reflecting the quoted market prices; and
	·	A credit spread at June 30, 2024 of 28.3% (December 31, 2023 – 27.8%).

The following table sets out the details of the Company’s financial derivative liability related to convertible notes in the 2028 Notes as of June 30, 2024 and December 31, 2023:

	Convertible Notes Payable			Warrants			Royalty (Restated – Note 19)			Total
Balance at January 1, 2023	$	-		$	-		$	-		$	-
Initial recognition at fair value		60,108			13,519			721			74,348
Balance at February 13, 2023		60,108			13,519			721			74,348
Portion de-recognized due to conversions		(840	)		-			-			(840	)
Revaluation to fair value		(18,685	)		(12,073	)		-			(30,758	)
Foreign exchange gain		(482	)		(25	)		(9	)		(516	)
Accretion		-			-			146			146
Balance at December 31, 2023	$	40,101		$	1,421		$	858		$	42,380
Revaluation to fair value		6,796			389			-			7,184
Foreign exchange loss		1,464			55			30			1,549
Accretion		-			-			97			97
Balance at June 30, 2024	$	48,361		$	1,865		$	985		$	51,210

For the three months and six months ended June 30, 2024, and 2023, the Company incurred the following finance costs relating to 2026 Notes and 2028 Notes.

Page 12 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

	Three months ended June 30,					Six months ended June 30,
	2024			2023 Restated - (Note 19)		2024			2023 Restated - (Note 19)
Loss on financial derivative liability – 2026 Notes	$	-		$	-	$	-		$	(5,076	)
Loss on extinguishment of 2026 Notes and recognition of 2028 Notes		-			-		-			(18,727	)
Fair value (loss) gain on convertible notes payable and warrants		(373	)		13,004		(7,184	)		21,945
Total	$	(373	)	$	13,004	$	(7,184	)	$	(1,858	)

The 2028 Notes are secured by a first priority security interest (subject to customary permitted liens) in substantially all of the Company’s assets, and the assets and/or equity of the secured guarantors. The 2028 Notes are subject to customary events of default and basic positive and negative covenants. The Company is required to maintain a minimum liquidity balance of US$2,000 under the terms of the 2028 Notes. The 2028 Notes are convertible at the discretion of the lenders and as such have been classified as a current liability.

The comparative numbers have been adjusted to reflect the amendment to IAS 1. There is no impact on the balance sheet at January 1, 2023 as the Convertible Notes were already reflected as a current liability.

10.

Shareholder’s Equity

Authorized Share Capital

The Company is authorized to issue an unlimited number of common shares without par value. As at June 30, 2024, the Company had 57,198,468 December 31, 2023 - 55,851,327) common shares outstanding.

Issued Share Capital

During the six months ended June 30, 2024, the Company issued common shares as follows:

On February 27, 2024, the Company has settled a total of $134 of earned performance-based incentive cash payments to certain non-officer employees by issuing a total of 165,257 Common Shares at a market price of $0.81 per share to these individuals (the “Share Settlement”). The expense was recorded in salaries and benefits.

On March 21, 2024, the Company issued an aggregate of 843,039 Shares at a market issue price of $0.6439 per Share in satisfaction of a portion of the interest payable to certain of the holders of US$51,000 principal amount of 8.99% senior secured convertible notes.

During the year ended December 31, 2023, the Company issued common shares as follows:

On August 11, 2023, the Company completed a private placement for gross proceeds of $21,500 (net proceeds of $19,960), consisting of a brokered placement for $16,500 and a non-brokered placement for $5,000 (the “Offering”). Under the terms of the Offering, the Company issued 19,545,454 units, at a price of $1.10 per unit. Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share at a price of $1.74 at any time on or before August 11, 2025. As consideration for services under the brokered Offering, the Company paid to the agents a cash commission of $445 equivalent to 6% of gross proceed of brokered placement and issued to the agents 900,000 non-transferable broker warrants of the Company entitling the holder to acquire one common share at a price of $1.10 at any time on or before August 11, 2025. The broker warrants were measured based on the fair value of the warrants issued as the fair value of the consideration for the services cannot be estimated reliably.

The Company made an interest payment of $795 (US$591) to a convertible noteholder, which was settled by issuing 660,800 common shares at an average price of $1.20 (US$0.89). There were no significant transaction costs incurred in relation to this transaction.

Page 13 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

$840 (US$626) of convertible notes were converted by noteholders which resulted in the Company issuing a total of 302,411 common shares. The Company also made interest make-whole payments to the noteholders upon conversion totaling $158 (US$135) which was settled by issuing 66,132 common shares. There were no significant transaction costs incurred in relation to the conversions.

The Company issued 77,500 common shares at a market price of $2.32 to the placement agent for 2028 Notes to settle $240 of transaction costs.

The Company issued 3,053 common shares for the exercise of restricted share units.

The Company issued 10,000 common shares (at issue price of $0.74) for an easement obtained on lands adjacent to the Company’s refinery facilities for the purpose of installing, operating and maintaining certain electrical works servicing water pumping facilities at the refinery.

11.

Share Based Payments

Long-term incentive plan

The Company adopted a long-term incentive plan on December 2, 2021 (the “Plan”) whereby it can grant stock options, restricted share units (“RSUs”), Deferred Share Units (“DSUs”), and Performance Share Units (“PSUs”) to directors, officers, employees, and consultants of the Company.

Stock options generally vest in equal tranches over three years. The grant date fair value is determined using the Black-Scholes Option Pricing Model and this value is recognized as an expense over the vesting period. DSUs vest immediately but cannot be exercised until the holder ceases to be a Director or Officer of Electra. DSUs are valued based on the market price of the Company’s common shares on the grant date, with the full value expensed immediately. PSUs generally vest over an 18–24-month period if certain performance metrics have been achieved. They are valued based on the market price of the Company’s shares on the grant date and this value is expensed over the vesting period. RSUs generally vest over a 12–36-month period. They are valued based on the market price of the Company’s shares on the grant date and this value is expensed over the vesting period.

The maximum number of shares that may be reserved for issuance under the Plan is limited to 4,100,000 shares.

Page 14 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Stock Options

During the six months ended June 30, 2024:

On January 15, 2024, the Company issued 100,000 stock options at an exercise price of $0.50 that will vest in three equal tranches on the first, second and third anniversaries of the grant date over a four year period. The fair value of the options at the date of the grant was $28,813 using the Black-Scholes Option Pricing Model, assuming a risk-free rate of 4.15% per year, an expected life of 3 years, expected volatility based on historical prices in the range of 86.97%, no expected dividends and a share price range of $0.50.

On February 12, 2024, the Company issued 3,015,695 incentive stock options and 104,938 restricted share units (RSUs) to certain directors, officers, employees and contractors of the Company. The RSUs will vest on the first anniversary of the grant date and will be settled in cash or common shares at the discretion of the Company. The stock options are exercisable for four years at $0.81 and will vest in two equal tranches, on the first and second anniversary of the grant date. The fair value of the options at the date of the grant was $1,640,534 using the Black-Scholes Option Pricing Model, assuming a risk-free rate of 4.15% per year, an expected life of 4 years, expected volatility based on historical prices in the range of 92.07%, no expected dividends and a share price of $0.81.

During the year ended December 31, 2023:

The Company granted 416,319 stock options to employees under its long-term incentive plan. The options may be exercised within 5 years from the date of the grant at a price of $2.24 per share. The fair value of the options at the date of the grant was $577 using the Black-Scholes Option Pricing Model, assuming a risk-free rate of 3.37% to 4.15% per year, an expected life of 4 to 5 years, expected volatility based on historical prices in the range of 82.51% to 85.41%, no expected dividends and a share price range of $0.98 to $2.40.

The changes in incentive stock options outstanding are summarized as follows:

	Exercise price		Number of shares issued or issuable on exercise
Balance at January 1, 2023	$	4.95		991,960
Granted		2.24		416,319
Expired		6.98		(296,852	)
Forfeited / Cancelled		3.59		(338,859	)
Balance at December 31, 2023	$	3.50		772,568
Granted	$	0.78		3,115,695
Expired		3.24		(55,556	)
Forfeited / Cancelled		3.23		(66,996	)
Balance at June 30, 2024	$	1.26		3,765,711

Incentive stock options outstanding and exercisable (vested) at June 30, 2024 are summarized as follows:

		Options Outstanding					Options Exercisable
	Exercise price		Number of shares issuable on exercise	Weighted average remaining life (Years)		Weighted average exercise price		Number of shares issuable on exercise		Weighted average exercise price
$	0.50		100,000	3.55	$	0.50		-	$	0.50
	0.81		3,015,695	3.62		0.81		-		0.81
	2.40		225,694	2.69		2.40		75,232		2.40
	2.52		108,334	0.18		2.52		108,334		2.52
	2.61		27,778	1.16		2.61		27,778		2.61
	2.88		16,666	0.25		2.88		16,666		2.88
	3.21		60,000	3.37		3.21		20,000		3.21
	5.40		176,822	2.56		5.40		117,881		5.40
	6.21		29,166	1.79		6.21		29,166		6.21
	7.29		5,556	0.64		7.29		5,556		7,29
	Total		3,765,711	3.37	$	1.26		400,613	$	3.74

Page 15 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

During the six months ended June 30, 2024, the Company expensed $560 (six months ended June 30, 2023 - $333) for options valued at share prices $0.50 to $7.29, as shared-based payment expense.

Incentive stock options outstanding and exercisable (vested) at December 31, 2023 are summarized as follows:


		Options Outstanding					Options Exercisable
	Exercise price		Number of shares issuable on exercise	Weighted average remaining life (Years)		Weighted average exercise price		Number of shares issuable on exercise		Weighted average exercise price
$	2.40		258,346	3.19	$	2.40		-	$	2.40
	2.52		108,234	0.68		2.52		108,334		2.52
	2.61		27,778	1.66		2.61		27,778		2.61
	2.88		16,666	0.75		2.88		16,666		2.88
	3.21		75,000	3.87		3.87		25,000		3.87
	3.24		55,556	0.14		3.24		55,556		3.24
	4.63		19,444	3.40		4.63		6,481		4.63
	5.40		176,822	3.05		5.40		58,941		5.40
	6.21		29,166	2.29		6.21		19,444		6.21
	7.29		5,556	1.13		7.29		5,556		7,29
	Total		772,568	1.97	$	3.50		323,756	$	3.59

During the year ended December 31, 2023, the Company expensed $513 (December 31, 2022 - $505) for options valued at share prices $2.40 to $6.21, as shared-based payment expense.

(b) DSUs, RSUs and PSUs

During the six months ended June 30, 2024, the Company has expensed $164 (six months ended June 30, 2023 - $885) for DSUs, $ Nil (six months ended June 30, 2023 - $60) for PSUs, and $255 (six months ended June 30, 2023 - $151) for RSUs as shared-based payment expense.

Deferred Shares Units

The Company’s DSUs outstanding at June 30, 2024 and December 31, 2023 were as follows:

Number of Units	June 30, 2024			December 31, 2023
Balance at January 1,		616,163			235,312
Granted		-			418,177
Expired		(16,832	)		(37,326	)
Balance		599,331			616,163

Restricted Share Units

The Company’s RSUs outstanding at June 30, 2024 and December 31, 2023 were as follows:

Number of Units	June 30, 2024			December 31, 2023
Balance at January 1,		533,153			78,289
Granted		104,938			499,872
Exercised		(330,510	)		(3,053	)
Expired		-			(19,000	)
Forfeited / Cancelled		(9,429	)		(22,955	)
Balance		298,152			533,153

Page 16 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Performance Share Units

The Company’s PSUs outstanding at June 30, 2024 and December 31, 2023 were as follows:

Number of Units	June 30, 2024			December 31, 2023
Balance at January 1,		34,029			63,889
Exercised		(8,334	)		-
Expired		(25,695	)		(29,860	)
Balance		-			34,029

Warrants

Details regarding warrants issued and outstanding are summarized as follows:

Canadian dollar denominated warrants	Grant date	Expiry date	Weighted average exercise price		Number of shares issued or issuable on exercise
Balance at January 1, 2023			$	8.66		981,027
Expired warrants				8.66		(981,027	)
Issuance of warrant (Note 10)	August 11, 2023	August 11, 2025		1.71		20,445,454
Balance at December 31, 2023				1.71		20,445,454
Repricing of warrant (Note 10)	February 13, 2023	February 13, 2028		1.00		10,796,054
Balance at June 30, 2024			$	1.46		31,241,508

United States dollar denominated warrants (US Warrant)

Grant date

Expiry date

Weighted
average
exercise price

Number of shares
issued or issuable on exercise

Balance at December 31, 2022

November 15, 2022

November 15, 2025

US$3.10

2,483,150

Issuance of warrant (Note 10)

February 13, 2023

February 13, 2028

US$2.48

10,796,054

Balance at December 31, 2023

US$2.60

13,279,204

Repricing of warrant (Note 10)

February 13, 2023

February 13, 2028

US$2.48

(10,796,054

)

Balance at June 30, 2024

US$3.10

2,483,150

On August 11, 2023, 19,545,454 warrants were issued to subscribers in the Company’s private placement (Note 10). The total value of $6,321 was recorded in reserves. The fair value of the warrants were estimated using the Black-Scholes Option Pricing Model assuming a risk-free interest rate of 4.68%, an expected life of 2 years, an expected volatility of 66.07%, no expected dividends, and a share price of $1.19. As part of the private placement, the Company issued 900,000 Broker Warrants as transaction costs. The Company recorded $990 in reserve, which was measured at fair value of services received.

During the year ended December 31, 2023, the Company issued 10,796,054 warrants in conjunction with 2028 Notes (Note 9). No warrants were exercised during the year ended December 31, 2023. Total of 981,027 warrants expired during the year ended December 31, 2023. See note 14(c) for fair value assumptions.

On January 15, 2024, the Company received approval from the TSXV as well as warrant holders to amend the terms of 10,796,054 outstanding common share purchase warrants due to expire on February 13, 2028. The warrants were issued in connection with the convertible debt transaction that closed on February 13, 2023.

As consideration for eliminating the dilutive ratchet provisions in the Company’s convertible debt, the Company and its noteholders agreed to change the terms of the share purchase warrants. Pursuant to the amendment, the exercise price of the warrants was reduced from US$2.48 to $1.00 per common share. In addition, the warrants were to be amended to include an acceleration clause such that the term of the warrants will be reduced to 30-days (the “Reduced Term”) in the event the closing price of the common shares on the TSX Venture Exchange exceeds $1.20 ten consecutive days trading days (the “Acceleration Event”), with the Reduced term to begin upon release of a press release by the Company within seven calendar days after such ten consecutive trading day period. Upon the occurrence of an Acceleration Event, holders of the warrants may exercise the warrants on a cashless basis, based on the value of the warrants at the time of exercise.

Page 17 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

12.

Other Non-Operating Income (Expense)

The Company’s Other Non-Operating Income (Expense) comprises the following for the three and six months ended June 30, 2024 and 2023:

	Three months ended June 30					Six months ended June 30
	2024			2023		2024			2023
Foreign exchange loss	$	(614	)	$	2,020	$	(1,771	)	$	284
Interest (expense) income		(1,420	)		78		(2,403	)		122
Realized gain on marketable securities		40			90		44			90
Other non-operating income		(57	)		12		3			12
	$	(2,051	)	$	2,200	$	(4,127	)	$	508

13.

Income (Loss) Per Share

The following table sets forth the computation of basic and diluted loss per share for the three and six months ended June 30, 2024 and 2023:

	Three months ended June 30,						Six months ended June 30,
	2024			2023 Restated (Note 19)			2024			2023 Restated (Note 19)
Numerator
Net income (loss) for the period – basic	$	(5,772	)	$	11,762		$	(17,941	)	$	(8,584	)
Gain on financial derivative liability - Convertible Notes		-			(13,004	)		-			-
Net loss for the period – diluted	$	(5,772	)	$	(1,242	)	$	(17,941	)	$	(8,584	)
Denominator
Basic – weighted average number of shares outstanding		57,198,468			35,972,480			56,634,528			35,836,585
Effect of dilutive securities		-			20,664,718			-			-
Diluted – weighted average number of shares outstanding		57,198,468			56,637,198			56,634,528			35,836,585

Income (loss) Per Share – Basic	$	(0.10	)	$	0.33		$	(0.32	)	$	(0.24	)
Loss Per Share – Diluted	$	(0.10	)	$	(0.02	)	$	(0.32	)	$	(0.24	)

The basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period.

The diluted loss per share reflects the potential dilution of common share equivalents, such as outstanding stock options, and share purchase warrants, in the weighted average number of common shares outstanding during the year, if dilutive.

Share purchase warrants and stock options were excluded from the calculation of diluted weighted average number of common shares outstanding for the three and six months ended June 30, 2024 and 2023 as the warrants and stock options were anti-dilutive.

14.

Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorized within the fair value hierarchy, described, as follows, based on the lowest-level input that is significant to the fair value measurement as a whole:

Page 18 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 — Quoted prices in markets that are not active or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3 — Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.

Assets and Liabilities Measured at Fair Value

The Company’s fair values of financial assets and liabilities were as follows:

	Classification
June 30, 2024	Fair value through profit or loss		Amortized cost		Level 1		Level 3		Total Fair Value
Assets:
Cash and cash equivalents	$	-	$	4,801	$	-	$	-	$	4,801
Restricted cash		-		277		-		-		277
Receivables		-		356		-		-		356
Marketable securities		327		-		327		-		327
	$	327	$	5,434	$	327	$	-	$	5,761
Liabilities:
Accounts payable and accrued liabilities	$	-	$	6,376	$	-	$	-	$	6,376
Accrued interest		-		7,951		-		-		7,951
Long-term government loan payable		-		9,397		-		-		9,397
Convertible Notes payable ¹		48,361		-		-		48,361		48,361
Warrants - Convertible Notes payable ¹		1,865		-		-		1,865		1,865
Royalty		-		984		-		-		984
Warrants derivative liability		58		-		-		58		58
	$	50,284	$	24,708		-	$	50,284	$	74,992

Page 19 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

	Classification
December 31, 2023	Fair value through profit or loss		Amortized cost		Level 1		Level 3		Total Fair Value
Assets:
Cash and cash equivalents	$	-	$	7,560	$	-	$	-	$	7,560
Restricted cash		-		2,096		-		-		2,096
Receivables		-		1,081		-		-		1,081
Marketable securities		595		-		595		-		595
	$	595	$	10,737	$	595	$	-	$	11,332
Liabilities:
Accounts payable and accrued liabilities	$	-	$	8,828	$	-	$	-	$	8,828
Accrued interest		-		5,730		-		-		5,730
Long-term government loan payable		-		4,299		-		-		4,299
Convertible notes payable ¹				-		-		40,101		40,101
Warrants – Convertible Notes payable ¹		1,421		-		-		1,421		1,421
Royalty		-		858		-		-		858
Warrants derivative liability		7		-		-		7		7
	$	1,428	$	19,715		-	$	41,529	$	61,244

¹ Components of 2028 Notes payable, see Note 9.

Valuation techniques

A) Marketable securities

Marketable securities are included in Level 1 as these assets are quoted on active markets.

B) Financial Derivative Liability – Convertible Notes

For the convertible notes payable designated at fair value through profit or loss, the valuation is derived by a finite difference method, whereby the convertible debt as a whole is viewed as a hybrid instrument consisting of two components, an equity component (i.e., the conversion option) and a debt component, each with different risk. The key inputs in the valuation include risk-free rates, share price, equity volatility, and credit spread. As there are significant unobservable inputs used in the valuation, the convertible notes payable is included in Level 3.

Methodologies and procedures regarding Level 3 fair value measurements are determined by the Company’s management. Calculation of Level 3 fair values is generated based on underlying contractual data as well as observable and unobservable inputs. Development of unobservable inputs requires the use of significant judgment. To ensure reasonability, Level 3 fair value measurements are reviewed and validated by the Company’s management. Review occurs formally on a quarterly basis or more frequently if review and monitoring procedures identify unexpected changes to fair value.

While the Company considers its fair value measurements to be appropriate, the use of reasonably alternative assumptions could result in different fair values. On a given valuation date, it is possible that other market participants could measure a same financial instrument at a different fair value, with the valuation techniques and inputs used by these market participants still meeting the definition of fair value. The fact that different fair value measurements exist reflects the judgment, estimates and assumptions applied as well as the uncertainty involved in determining the fair value of these financial instruments.

The fair value of the convertible note payable has been estimated based on significant unobservable inputs which are equity volatility and credit spread. The Company used an equity volatility of 63% (December 31, 2023 – 62%). If the Company had used an equity volatility that was higher or lower by 10%, the potential effect would be an increase of $578 (December 31, 2023 - $545) or a decrease of $450 (December 31, 2023 - $425) to the fair value of the convertible note payable. The Company used a credit spread of 28.3% (December 31, 2023 – 27.8%). If the Company had used a credit spread that was higher or lower by 5%, the potential effect would be a decrease of $3,713 (December 31, 2023 - $3,937) or an increase of $4,310 (December 31, 2023 - $4,648) to the fair value of convertible note payable.

Page 20 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

C) Warrants – Convertible Notes

The Warrants issued are accounted for at fair value through profit or loss are valued using a Monte Carlo Simulation Model to better model the variability in exercise date. The key inputs in the valuation include risk-free rates and equity volatility. As there are significant unobservable inputs used in the valuation, the financial derivative liability is included in Level 3.

The fair value of the Warrants has been estimated using a significant unobservable input which is equity volatility. The Company used an equity volatility of 63% (December 31, 2023 – 62%). If the Company had used an equity volatility that was higher or lower by 10%, the potential effect would be an increase of $255 (December 31, 2023 - $186) or a decrease of $360 (December 31, 2023 - $327) to the fair value of the Warrants.

D) Royalty

The fair value of the Royalty has been estimated at inception using a discounted cash flow model. The key inputs in the valuation include the effective interest rate of 21.22% and cash flows estimates of future operating and gross revenues. As there are significant unobservable inputs used in the valuation, the Royalty is included in Level 3. A 10% increase or decrease in the effective interest rate would be an increase of $136 (December 31, 2023 - $96) or of decrease $122 (December 31, 2023 - $109) to the fair value of the royalty.

E) Other Financial Derivative Liability (US Warrants)

The fair value of the embedded derivative on Warrants issued in foreign currency as at June 30, 2024 was $58 (December 31, 2023 - $7) and is accounted for at FVTPL. The valuation of warrants where the strike price is in US dollar and the warrants can be exercised at a time prior to expiry, the Company uses a Monte Carlo Simulation Model to better model the variability in exercise dates. The key inputs in the valuation include risk-free rates and equity volatility. As there are significant unobservable inputs used in the valuation, the financial derivative liability is included in Level 3.

The Company used an equity volatility of 90.81% (December 31, 2023 – 68.22%). If the Company had used an equity volatility that was higher or lower by 10%, the potential effect would be an increase of $17 (December 31, 2023 - $19) or a decrease of $37 (December 31, 2023 - $9) to the fair value of the embedded derivative.

15.

Commitments and Contingencies

From time to time, the Company and/or its subsidiaries may become defendants in legal actions and the Company intends to defend itself vigorously against all legal claims. Electra is not aware of any unrecorded claims against the Company that could reasonably be expected to have a materially adverse impact on the Company’s consolidated financial position, results of operations or the ability to carry on any of its business activities. Two claims related to unpaid invoices included liens on the Company’s assets. The Company has negotiated settlement on these claims. The amounts due (approximately $1,575 (December 31, 2023 - $2,800)) have been recorded in accounts payable and accrued liabilities and the respective liens will be discharged upon final payment. Additionally, certain legal claims against the Company were settled in 2023. Such claims also resulted in registered liens against the assets of the Company that were released during 2023. The Company entered into a binding agreement for purchase of a minimum quantity of cobalt hydroxide with a raw materials supplier. This is dependent on certain conditions and the Company has until December 2024 to fulfill these conditions.

Page 21 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

As at June 30, 2024, the Company’s commitments relate to purchase and services commitments for work programs relating to Refinery expansion and payments under financing arrangements. The Company had the following commitments as of June 30, 2024.

	2024		2025		2026		2027		Thereafter		Total
Purchase commitments	$	166	$	-	$	-	$	-	$	-	$	166
Convertible notes payments ¹		12,182		6,183		6,183		6,183		69,508		100,239
Government loan payments		36		88		1,457		1930		5,700		9,211
Lease payments		82		125		128		33		-		368
Royalty payments ²		-		-		-		224		1,900	$	2,124
	$	12,466	$	6,396	$	7,768	$	8,370	$	77,108	$	112,108

¹ Convertible notes payment amounts are based on contractual maturities of 2028 Notes and assumption that it would remain outstanding until maturity. Interest is calculated based on terms as at June 30, 2024, see Note 18 for subsequent change in interest not incorporated in this table. As discussed in Note 9, 2026 Notes were cancelled and replaced with 2028 Notes in February 2023

² Royalty payments are estimated amounts associated with the royalty agreements entered with the convertible debt holders as part of the 2028 Note offering. The estimated amounts and timing are subject to changes in cobalt sulfate prices, timing of completion of the refinery, reaching commercial operations and timing and amounts of sales.

16.

Segmented Information

The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The CODM reviews the results of Company’s refinery business and exploration and evaluation activities as discrete business units, separate from the rest of the Company’s activities which are reviewed on an aggregate basis.

The Company’s exploration and evaluation activities are located in Idaho, USA, with its head office function in Canada. All of the Company’s capital assets, including property and equipment, and exploration and evaluation assets are located in Canada and USA.

(a)

Segmented operating results for the three months ended June 30, 2024 and 2023:

For the three months ended June 30, 2024	Refinery			Exploration and Evaluation			Corporate and Other			Total
Operating expenses
Consulting and professional fees	$	98		$	-		$	994		$	1,092
Exploration and evaluation expenditures		-			81			-			81
General and administrative and travel		183			-			719			902
Investor relations and marketing		-			-			126			126
Salaries and benefits		370			-			428			798
Share-based payments		-			-			419			419
Operating loss	$	651		$	81		$	2,686		$	3,418
Unrealized gain on marketable securities		-			-			89			89
Loss on financial derivative liability - Convertible Notes		-			-			(373	)		(373	)
Changes in US Warrants		-			-			(19	)		(19	)
Other non-operating loss		-			-			(2,051	)		(2,051	)
Loss before taxes	$	(651	)	$	(81	)	$	(5,040	)	$	(5,772	)

Page 22 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

For the three months ended June 30, 2023 (Restated – Note 19)	Refinery			Exploration and Evaluation			Corporate and Other ²			Total
Operating expenses
Consulting and professional fees	$	-		$	-		$	1,647		$	1,647
Exploration and evaluation expenditures		-			276			-			276
General and administrative and travel		137			-			287			424
Investor relations and marketing		-			-			161			161
Refinery, engineering and metallurgical studies		335			-			-			335
Refinery, permitting and environmental expenses		59			-			-			59
Salaries and benefits		556			-			735			1,291
Share-based payments		-			-			326			326
Operating loss	$	1,087		$	276		$	3,156		$	4,519
Unrealized loss on marketable securities		-			-			(79	)		(79	)
Finance costs – convertible notes		-			-			-			-
Gain on financial derivative liability - Convertible Notes		-			-			13,004			13,004
Changes in US Warrants		-			-			1,156			1,156
Other non-operating income		-			-			2,200			2,200
(Loss) income before taxes	$	(1,087	)	$	(276	)	$	13,125		$	11,762

Page 23 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Segmented operating results for the six months ended June 30, 2024 and 2023:

For the six months ended June 30, 2024	Refinery			Exploration and Evaluation			Corporate and Other			Total
Operating expenses
Consulting and professional fees	$	199		$	-		$	2,016		$	2,215
Exploration and evaluation expenditures		-			144			-			144
General and administrative and travel		258			-			1,167			1,425
Investor relations and marketing		-			-			304			304
Salaries and benefits		660			-			1,035			1,695
Share-based payments		-			-			979			979
Operating loss	$	1,117		$	144		$	5,501		$	6,762
Unrealized gain on marketable securities		-			-			181			181
Loss on financial derivative liability - Convertible Notes		-			-			(7,184	)		(7,184	)
Changes in US Warrants		-			-			(49	)		(49	)
Other non-operating loss		-			-			(4,127	)		(4,127	)
Loss before taxes	$	(1,117	)	$	(144	)	$	(16,680	)	$	(17,941	)

For the six months ended June 30, 2023 (Restated – Note 19)	Refinery			Exploration and Evaluation			Corporate and Other ²			Total
Operating expenses
Consulting and professional fees	$	-		$	-		$	2,247		$	2,247
Exploration and evaluation expenditures		-			353			-			353
General and administrative and travel		354			-			970			1,324
Investor relations and marketing		-			-			194			194
Refinery, engineering and metallurgical studies		959			-			-			959
Refinery, permitting and environmental expenses		87			-			-			87
Salaries and benefits		960			-			1,659			2,619
Share-based payments		-			-			544			544
Operating loss	$	2,360		$	353		$	5,614		$	8,327
Unrealized gain on marketable securities		-			-			31			31
Finance costs – convertible notes		-			-			(1,858	)		(1,858	)
Gain on financial derivative liability - Convertible Notes		-			-			-			-
Changes in US Warrants		-			-			1,062			1,062
Other non-operating income		-			-			508			508
Loss before taxes	$	(2,360	)	$	(353	)	$	(5,871	)	$	(8,584	)

(b)

Segmented assets and liabilities as at June 30, 2024 and December 31, 2023:

	Total Assets				Total Liabilities
	June 30, 2024		December 31, 2023		June 30, 2024		December 31, 2023
Refinery	$	51,503	$	59,701	$	6,411	$	8,935
Exploration and Evaluation ¹		88,707		85,741		52		75
Corporate and Other		7,959		3,250		71,685		56,384
	$	148,169	$	148,692	$	78,148	$	65,394

¹ Total non-current assets comprising of exploration and evaluation assets in the amount of $88,707 (December 31, 2023 - $85,741) are located in Idaho, USA.

²Amounts have been restated from previously reported to segregate Refinery and Exploration and Evaluation amounts from Corporate and Other amounts to which they relate. There was no effect to total amounts as a result of the restatement.

Page 24 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

17.

Related Party Transactions

The Company’s related parties include key management personnel and companies related by way of directors or shareholders in common.

The Company paid and/or accrued during the three months ended June 30, 2024 and 2023, the following fees to management personnel and directors were $474 and $15, respectively (three months ended June 30, 2023 - $532 and ($10), respectively). During the six months ended June 30, 2024 and 2023, the Company paid and/or accrued the following fees to management personnel and directors were $837 and $85, respectively (six months ended June 30, 2023 - $995 and $54, respectively). During the three and six months ended June 30, 2024, the Company had share-based payments made to management and directors of $513 and $833, respectively (three and six months ended June 30, 2023 - $212 and $739, respectively).

As at June 30, 2024, the accrued liabilities balance for related parties was $177 (December 31, 2023 - $78), which relates mainly to compensation accruals.

18.

Subsequent Events

Subsequent to June 30, 2024, the Company received an additional $1,000 from FedNor. The investment was provided in the form of a grant from the Federal Economic Development for Northern Ontario.

Subsequent to June 30, 2024, the Company and the holders of US$51 million principal amount of 8.99% senior secured convertible notes have agreed that all accrued interest owing to August 15, 2024, on the convertible notes will be “paid-in-kind,” not in cash, and added to the outstanding principal amount of the notes. As a result of this agreement, the Company will issue additional notes in the principal amount of approximately US$6.5 million, subject to final approval of the TSXV.

19.

Restatement of comparative information

The purpose of this note is to identify the changes between what was originally reported for the three and six months ended June 30, 2023 and year-ended December 31, 2023 and the adjustments made.

The Company has retrospectively adopted IAS 1 amendments – Non-current liabilities and Covenants, and determined a reclassification of the convertible notes from non-current to current liabilities applies as at June 30, 2023 and as at December 31, 2023. As a result, as at June 30, 2023 and as at December 31, 2023, the convertible debt (2028 Notes) comparative figures on the statement of financial position are reclassified to current liabilities. There is no impact to the opening balance as at January 1, 2023, as the balance related to the previous convertible notes (2026 Notes) were already classified as a current liability as at that date.

The Company re-evaluated the functional currency of its US subsidiaries and determined that a change in their functional currency from Canadian dollars to US Dollars was appropriate effective January 1, 2023. The change in functional currency for these subsidiaries was applied prospectively but was not previously reflected in its financial statements for the three and six months ended June 30, 2023, resulting in adjustments to Exploration and Evaluation assets, and accumulated other comprehensive income as at June 30, 2023, and to other comprehensive income for the three and six months then ended.

The Company adjusted its estimate of the Royalty payable to the lenders of the 2028 Notes, at initial recognition (see Note 9). Such adjustment was not previously reflected in its financial statements for the period ended June 30, 2023, resulting in adjustments to the Royalty liability as at June 30, 2023, and to the loss on extinguishment for the three and six months then ended.

Page 25 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Consolidated Statement of Financial Position as at June 30, 2023	As Previously Reported			Restatement			As Restated
ASSETS
Current Assets
Cash and cash equivalents	$	6,228		$	-		$	6,228
Marketable securities (Note 6)		1,167			-			1,167
Prepaid expenses and deposits		400			-			400
Receivables		761			-			761
		8,556			-			8,556
Non-Current Assets
Exploration and evaluation assets (Note 5)		87,693			(1,968	)		85,725
Property, plant and equipment (Note 4)		100,415			-			100,415
Capital long-term prepayments (Note 4)		2,313			-			2,313
Total assets	$	198,977		$	(1,968	)	$	197,009

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	19,603		$	-		$	19,603
Convertible notes payable (Note 9)		-			45,311			45,311
Other financial derivative liability (Note 9)		186			-			186
Warrants (Note 10 (c))		5,163			-			5,163
		24,952			45,311			70,263
Non-Current Liabilities
Government loan payable (Note 8)		4,159			-			4,159
Government grants (Note 8)		988			-			988
Convertible notes payable (Note 9)		45,311			(45,311	)		-
Royalty liability		2,363			(1,392	)		971
Lease liability		198			-			198
Asset retirement obligations (Note 7)		1,869			-			1,869
Total Liabilities	$	79,840		$	(1,392	)	$	78,448
Shareholders’ Equity
Common shares (Note 10)		290,061			-			290,061
Reserve (Note 10)		19,306			-			19,306
Accumulated other comprehensive income		525			(1,968	)		(1,443	)
Deficit		(190,755	)		1,392			(189,363	)
Total Shareholders’ Equity	$	119,137		$	(576	)	$	118,561
Total Liabilities and Shareholders’ Equity	$	198,977		$	(1,968	)	$	197,009

Consolidated Statement of Income (loss) and Other Comprehensive Income (loss) for the three months ended June 30, 2023	As previously reported			Restatement			As restated
Loss on financial derivative – Convertible notes (Note 9)	$	-		$	-		$	-
Net income	$	12,002		$	(240	)	$	11,762
Other comprehensive loss	$	-		$	(1,897	)	$	(1,897	)
Income per share - basic	$	0.33		$	0.00		$	0.33
Loss per share - fully diluted	$	(0.02	)	$	0.00		$	(0.02	)

Consolidated Statement of Shareholder’s Equity for the three months ended June 30, 2023
Net income	$	12,002		$	(240	)	$	11,762
Accumulated other comprehensive income (loss)	$	-		$	(1,897	)	$	(1,897	)

Page 26 of 27

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Consolidated Statement of Income (loss) and Other Comprehensive Income (loss) for the six months ended June 30, 2023	As previously reported			Restatement			As restated
Loss on financial derivative – Convertible notes (Note 9)	$	(20,119	)	$	1,392		$	(18,727	)
Net loss	$	(9,976	)	$	1,392		$	(8,584	)
Other comprehensive loss	$	-		$	(1,968	)	$	(1,968	)
Loss per share - basic and fully diluted	$	(0.28	)	$	0.04		$	(0.24	)

Consolidated Statement of Shareholder’s Equity for the six months ended June 30, 2023
Net loss	$	(9,976	)	$	1,392		$	(8,584	)
Accumulated other comprehensive income (loss)	$	-		$	(1,968	)	$	(1,968	)

Consolidated Statement of Cash Flows for the six months ended June 30, 2023
Loss on Extinguishment of 2026 Notes and recognition of 2028 Notes (note 10)	$	20,119		$	(1,392	)	$	18,727
Net loss	$	(9,976	)	$	1,392		$	(8,584	)

The above adjustments comprised only items not affecting cash, and there were no changes to cash flows from operating, investing and financing activities for the six months ended June 30, 2023.

Page 27 of 27

EX-99.2 3 tm2420232d1_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT ’S DISCUSSION AND ANALYSIS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

(EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

General

This Management’s Discussion and Analysis (“MD&A”) of Electra Battery Materials Corporation (“Electra” or the “Company”) was prepared on August 14, 2024, and provides analysis of the Company’s financial results for the quarter ended June 30, 2024. The following information should be read in conjunction with the condensed interim consolidated financial statements for the three and six months ended June 30, 2024, and 2023 with accompanying notes which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All dollar figures, excluding share prices, are expressed in thousands of Canadian dollars unless otherwise stated. Financial Statements are available at www.sedarplus.com and the Company’s website www.electrabmc.com.

Company Information

Electra was incorporated on July 13, 2011, under the Business Corporations Act (British Columbia) and on September 4, 2018, the Company filed a Certificate of Continuance into Canada and adopted Articles of Continuance as a Federal Company under the Canada Business Corporations Act (the “CBCA”). On December 6, 2021, the Company changed its name from First Cobalt Corp. to Electra Battery Materials Corporation to better align with its strategic vision. The Company is in the business of battery materials refining, including refining material from mining operations and from the recycling of battery scrap and end of life batteries. Electra is focused on building a diversified portfolio of assets that are highly leveraged to the battery supply chain with assets located in North America, with the intent of providing a North American supply of battery materials. The Company has two significant North American assets:

(i)

a hydrometallurgical refinery located in Ontario, Canada (the “Refinery”); and

(ii)

a number of properties and option agreements within the Idaho cobalt belt (the “Idaho Properties”), including the Company’s flagship mineral project, Iron Creek (the “Iron Creek Project”).

Electra is a public company whose common shares are listed on the TSX Venture Exchange (“TSXV”) and NASDAQ and trades under the symbol ELBM in both cases.

The Company’s registered and records office is Suite 2400, Bay-Adelaide Centre, 333 Bay Street, Toronto, Ontario, M5H 2T6. The Company’s head office is located at 133 Richmond Street W, Suite 602, Toronto, Ontario, M5H 2L3.

Q2 2024 Highlights and Recent Events

Refinery Project Updates

The Company has been progressing plans to recommission and expand the Refinery with a view to becoming the first refiner of battery grade cobalt sulfate in North America. For more on the Refinery, see Refinery section below.

On February 9, 2024, the Company announced a $5 million funding commitment from the Government of Canada towards the construction of North America’s first cobalt sulfate refinery. The investment was provided in the form of a loan from the Federal Economic Development Initiative for Northern Ontario (FedNor). Prior to June 30, 2024, $4 million was received by the Company and subsequent to June 30, 2024, a further $1 million from this commitment was received by the Company.

On April 2, 2024, the Company and Eurasian Resources Group S.A.R.L (“ERG”) announced the signing of a binding letter of intent for long-term supply of ERG’s cobalt hydroxide to Electra’s cobalt sulfate Refinery. The transaction supports efforts to onshore the battery supply chain and reduce reliance on foreign refiners. Upon start of production of the cobalt refinery, ERG will deliver 3,000 tonnes per annum of Inflation Reduction Act (”IRA”) compliant cobalt to Electra’s refinery north of Toronto for a 3-year term. With this agreement, Electra has sufficient cobalt hydroxide feed material to meet all of the refinery’s annual capacity.

Page 2 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Battery Recycling

The Company launched a black mass trial late in 2022 at the Refinery to recover critical minerals by refining black mass from shredded lithium-ion batteries and successfully operated this demonstration plant throughout 2023 on a semi-continuous basis to maximize product recoveries. The battery recycling strategy is part of a multipronged development plan to supply battery-grade material to third-party cathode precursor manufacturers. A total 40 tonnes of black mass were processed at the Company’s refinery complex in a batch process, producing high-quality nickel, cobalt and lithium products.

On February 5, 2024, the Company provided an update on the battery materials recycling trial taking place at the Ontario refinery complex. Recent optimizations resulted in additional improved recoveries of lithium, nickel, cobalt, and other critical minerals, further bolstering the quality of saleable products.

On June 10, 2024, the Company announced it entered into an agreement with the Government of Canada, for a $5 million funding reimbursement from the Critical Mineral Research Development & Demonstration Program. The objective of this program is to demonstrate that Electra’s hydrometallurgical process can recycle the black mass on a continuous production basis as opposed to batch production and showcase that its hydrometallurgical process is scalable, profitable and reproducible at other locations.

Idaho Properties

On July 25, 2024, the Company announced a new copper showing in proximity to its Iron Creek Project and provided an update on its Idaho exploration activities. Electra’s 2023 field program discovered a previously unknown copper surface showing, the Malachite Hill Copper Showing, on an unexplored boundary area of the Redcastle Agreement claims portion of the Idaho properties. Subsequently, Electra has signed an amendment to the Redcastle Property Agreement to extend its two main exploration expenditure commitments by two years, to 2026 and 2028 respectively. See Company news release dated July 25, 2024, for more information on the Redcastle Option Agreement.

Convertible Notes

Interest

On August 14, 2024, the Company and the holders of US$51 million principal amount of 8.99% senior secured convertible notes agreed that all accrued interest owing to August 15, 2024, on the convertible notes will be “paid-in-kind,” not in cash, and added to the outstanding principal amount of the notes. As a result of this agreement, the Company will issue additional notes in the principal amount of approximately US$6.5 million, subject to final approval of the TSX.V.

On February 27, 2024, the Company announced that the Company and the holders of US$51,000 principal amount of 8.99% senior secured convertible notes had entered into an agreement whereby the noteholders had agreed, subject to certain conditions, to a postponement of the unpaid August 15, 2023, and February 15, 2024 interest payment dates under the convertible note indenture dated as of February 13, 2023, that governs the notes. Pursuant to the waiver, the Company was required to make payment of accrued Interest on August 15, 2024, other than the interest to be paid through the share issuance. In the event of a default by the Company under the indenture, the Company is required to pay the interest immediately. Pending repayment, the interest will be treated as additional principal amounts of notes entitled to the same rights as the notes under the indenture, including the accrual of additional interest under the indenture and the right to convert into common shares in the capital of the Company.

The Company agreed to satisfy US$401 of the interest payable through the issuance of common shares to certain noteholders. On March 13, 2024, Electra announced that the Company had received the approval of the TSXV to issue common shares in the capital of the Company in satisfaction of the US$401 of interest payable and on March 21, 2024, the Company issued an aggregate of 843,039 Shares at a market price of $0.6439 per share to certain noteholders.

Page 3 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Detailed Outlook and Overview of Current Programs

The Company’s vision is to provide sustainable battery materials to the electric vehicle (EV) industry in North America. The Company’s primary asset is the wholly owned Refinery located in Ontario, Canada, The Company also owns the Idaho Properties within the Idaho cobalt belt in the United States, including the Iron Creek cobalt-copper project and other minerals projects, and has a royalty over several silver and cobalt properties in Ontario known as the Cobalt Camp.

The Refinery

The Company has been progressing plans to recommission and expand the Refinery with a view to becoming the first refiner of battery grade cobalt sulfate in North America. Electra’s primary focus for the quarter was to advance the expansion and recommissioning of the Refinery, as the first phase of a multiphase plan:

Phase 1 entails an expansion and recommissioning of the Company’s Refinery. The Company anticipates the Refinery will produce at an initial rate of 5,000 tonnes per annum of battery cobalt contained in cobalt sulfate from cobalt hydroxide intermediate product supplied from leading and certified mining operations in the Democratic Republic of Congo.

Phase 2 entails a permit amendment and an expansion of certain circuits to increase cobalt production to 6,500 tonnes per annum of battery cobalt contained in cobalt sulfate, which aligns with the nameplate capacity of the Company’s crystallization circuit. The Company purchased larger equipment such that a step up in production to 6,500 tonnes per annum in the future is possible.

Phase 3 entails the recycling of black mass from spent lithium-ion batteries supplied by various black mass producers (battery shredders) in the United States and elsewhere.

Phase 4 entails the construction of a nickel sulfate plant, thereby providing all of the necessary components (other than manganese) to attract a precursor manufacturer to establish a facility adjacent to these refining operations.

In 2020, the Company announced the results of an engineering study on the expansion of the Refinery that demonstrated that the facility could become a significant, globally competitive producer of cobalt sulfate for the electric vehicle market. The engineering study determined the Refinery could produce 25,000 tonnes of battery-grade cobalt sulfate annually (equating to approximately 5,000 tonnes of cobalt contained in sulfate), which would represent approximately 5% of the total refined cobalt market and 100% of the North American cobalt sulfate supply. The study indicated strong operating margins at the asset level.

The Company initiated construction to recommission the facility in 2022, however paused construction in 2023 due to impacts of inflation on project costs. The estimated replacement cost of the refinery complex is US$200 million and that approximately US$60 million will be required to complete the construction. All long-lead, custom-fabricated equipment is on site, and the facility was operational throughout 2023 as a plant scale demonstration plant, processing battery black mass. At this time, the Company will require additional financing in 2024 and 2025 to continue operations, complete the construction of the Refinery, advance its battery recycling strategy, purchase required materials as the Refinery enters its operating phase and remain in compliance with the minimum liquidity covenant under the 2028 Notes.

Black Mass Recycling

Black mass is the industry term used to describe the material remaining once expired lithium-ion batteries are shredded and all casings removed. Black mass contains high-value elements, including nickel, cobalt, manganese, copper, lithium, and graphite, that once recovered, can be recycled to produce new lithium-ion batteries. Recycling black mass will increasingly become a key feature of the EV battery supply chain given the strong demand for critical minerals and the looming supply deficit of metals such as nickel and cobalt. According to data from McKinsey & Company, available battery material for recycling is expected to grow by 20% per year through 2040.

Page 4 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Black Mass recycling is planned as the Company’s third phase of its strategy. In February 2023, the Company completed the first plant-scale recycling of black mass material in North America and recovered critical metals, including nickel, cobalt, and manganese using its proprietary hydrometallurgical process. In March 2023, the Company announced that it progressed the demonstration plant to recover lithium, a critical mineral needed for the EV battery supply chain, and successfully produced mixed hydroxide precipitate (MHP) at contained metal grades for nickel and cobalt above the quoted market specifications and more recently began producing lithium carbonate product. The black mass recycling trial also recovered copper, graphite, and manganese.

Recoveries within the MHP circuit, the highest value product in the process, are achieving equivalent to and at times above bench scale results. The Company attributes its success to the refinery team continuously optimizing circuit performance as more black mass is processed. Recovery rates for all targeted metals have improved since the start of the trial, and the recovery rates for manganese have improved by more than 50% from results achieved in a lab setting. Metal content contained in the MHP produced from the recycling process has increased in the range of 5 to 10% since the start of the trial. An increase in metal content results in a higher value saleable product, thereby improving the potential economics of continuous recycling operations. Approximately 28 tonnes of MHP product have been shipped to customers to date.

The results from the black mass trial are extremely encouraging and validate that The Company’s proprietary hydrometallurgical process can recover high-value elements from shredded lithium-ion batteries effectively. The early success of the plant processing facility has generated interest from downstream battery supply chain companies who are looking for North American battery black mass refining solutions.

Exploration and Evaluation Assets

The Company is focused on building a North American battery materials supply chain. The Company’s Idaho Properties in Idaho, U.S., include its flagship mineral property Iron Creek Project. An upgraded resource estimate for Iron Creek was published in March 2023. The Idaho Properties includes patented and unpatented claims totaling approximately 3,260 hectares as well as 600 metres of underground drifting from three adits. Other cobalt-copper targets exist on the Company’s property away from the Iron Creek resource.

The unpatented mining claims included within the Iron Creek Project have no expiration date if the annual claim maintenance fees are paid by August 31 of each year. The patents are not subject to annual claim-maintenance fees, but applicable real and immovable property taxes are payable to Lemhi County annually. Certain claims within the land package are governed by underlying agreements (Redcastle JV, CAS Option Agreement) which require milestone payments and/or earn in obligations for the Company to maintain their exploration rights on those claims.

On January 23, 2023, the Company updated mineral resource for the Iron Creek Project (the “2023 MRE”) as prepared by Qualified Persons (QPs) Martin Perron, P.Eng. and Marc R. Beauvais, P.Eng. of InnovExplo, using all available information. The 2023 MRE includes a new mineral resource estimate based on all drilling conducted through the end of 2022. The new resource was calculated using a net smelter return calculation (NSR) model with assumptions shown in section 14.13 of the technical report. The resulting model calculated an indicated mineral resource of 4.45 million tonnes at 0.19% Co and 0.73% Cu and an inferred mineral resource of 1.23 million tonnes at 0.08% Co and 1.34% Cu. The mineralization remains open along strike and downdip. The resource does not include the Ruby target which has insufficient drilling to effectively calculate a volume and grade of mineralization. Management believes that there is potential to continue to expand the size of the Iron Creek resource and continue drilling at the Ruby target to evaluate the viability of that target. In 2022, the Company commenced drilling with Titan Drilling from Elko, Nevada using a track mounted LF-70. The Company completed six holes for 1,674 m. One hole was completed on the east side of the Iron Creek Project to infill between the edge of the resource boundary and the drill intercepts in the 2021 step-out program. The remaining three collars with two wedges were completed on the Ruby target to evaluate the depth extent of Ruby zone. All holes were collared with HQ diameter core and three were reduced to NQ diameter for core recovery and extensions. All holes intercepted significant cobalt mineralization confirming the depth extent and continuity of the Ruby zone.

Page 5 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

On July 25, 2024, the Company announced a previously unknown copper surface showing, the Malachite Hill Copper Showing, on an unexplored boundary area of the Redcastle Agreement claims portion of the Idaho properties.

The Malachite Copper Showing (“MHS”) was discovered in 2023 on the claims within the Redcastle Agreement area of interest, south adjacent to the core claims (Figure 1), in area not previously explored. Malachite occurs here in several outcrops of favourable, fine-grained meta-sedimentary rocks on a hillside. Assay results of outcrop grab samples indicate elevated copper (maximum = 2,660 parts per million copper), and low cobalt values. This finding demonstrates the presence of favourable host rocks at surface in this area of the Redcastle Property; however the extent of the surface mineralization exposure remains to be determined. Interestingly, the MHS appears to be located approximately two (2) kilometres along strike (southeast) of Electra's Ruby cobalt-copper target.

In addition, Electra signed an amendment to the Redcastle Property Agreement to extend its two main exploration expenditure commitments by two years, to 2026 and 2028 respectively. he Redcastle Property Agreement is an earn-in agreement, originally signed in May 2021 with Borah Resources Inc./Phoenix Copper Limited, which was subsequently amended to preserve future optionality for exploration work.

The Redcastle Property is made-up of 30 core claims owned by Borah and Phoenix, as well as an Area of Interest (“AOI”) for claims staked by Electra within a set radius of the core claims. In 2022, Electra staked additional claims in the AOI area, which therefore are included in the Agreement.

Page 6 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Figure 1. Location of the Redcastle Agreement Property and Malachite Hill Showing

Originally, investment commitments for Electra under the Agreement were a required investment of US$1.5M into any combination of exploration, development and related work by the third anniversary date of May 21, 2024, and an additional required investment of US$1.5M into any combination of the above works by the fifth anniversary date of May 21, 2026.

More recently, Electra has been strategically focused on completing the construction of North America’s first cobalt sulfate refinery at its property in Ontario and deferred any major exploration programs on the Redcastle Property. As a result, the Redcastle Agreement has been amended further such that the First Required Investment date has been reset to May 21, 2026, and the Second Required Investment date to May 21, 2028.

In follow-up to the very limited field work completed in 2023 at the MHS, a follow-up field mineral prospecting and geological mapping program has been proposed for the area. The area to be covered by the field program includes the MHS itself and the area between the MHS and the Ruby Deposit. The purpose of the proposed program is four-fold:

Further confirm Electra's findings in 2023;

Map and sample the extent and continuity of the mineralization on surface;

Determine terrain suitability for follow-up geophysical surveys and/or drilling; and

Trace indications of copper and cobalt mineralization along strike toward Ruby.

Execution of the Electra’s proposed field program will be subject to financing.

Page 7 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Asset Value Continuity

	Balance January 1, 2023		Foreign Exchange			Balance December 31, 2023		Foreign Exchange		Balance June 30, 2024
Iron Creek, USA	$	87,693	$	(2,059	)	$	85,634	$	2,985	$	88,619
Total	$	87,693	$	(2,059	)	$	85,634	$	2,985	$	88,619

Page 8 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Summary of Quarterly Results

	Three months ended June 30, 2024			Three months ended June 30, 2023 Restated
	($)			($)
Financial Position
Current Assets		6,973			8,556
Exploration and Evaluation Assets		88,619			85,725
Property, plant and equipment		51,369			100,415
Total Assets		148,169			197,009
Current Liabilities		64,621			70,263
Long-term Liabilities		13,527			8,185

Operations
General and administrative		902			424
Consulting and professional fees		1,092			1,647
Exploration and evaluation expenditures		81			276
Investor relations and marketing		126			161
Refinery, engineering and metallurgical studies		-			335
Refinery, permitting and environmental expenses		-			59
Salary and benefits		798			1,291
Share-based payments		419			326
Total Operating Expenses		3,418			4,519

Change in fair value of marketable securities		89			(79	)
Income (loss) on financial derivative liability – Convertible Notes		(373	)		13,004
Changes in fair value of US Warrant		(19	)		1,156
Other non-operating income (expense)		(2,051	)		2,200

Net Income (Loss)		(5,772	)		11,762
Basic income (loss) per Share		(0.10	)		0.33
Diluted loss per Share		(0.10	)		(0.02	)

The Company has retrospectively adopted IAS 1 amendments – Non-current liabilities and Covenants, and determined a reclassification of the convertible notes from non-current to current liabilities applies in the current period. As a result, as at June 30, 2023 and as at December 31, 2023, the convertible debt (2028 notes) comparative figures on the statement of financial position are reclassified to current liabilities. There is no impact to the opening balance as at January 1, 2023, as the balance related to the previous convertible notes (2026 notes) were already classified as a current liability as at that date.

Results of Operations for the Three Months Ended June 30, 2024 Compared to the Three Months Ended June 30, 2023

During the three months ended June 30, 2024, the Company recorded a net loss of $5,772 (net income of $11,762 in the three months ended June 30, 2023), a loss per share of $0.10 (income of $0.33 in the three months ended June 30, 2023).

Included in the net loss for the three months ended June 30, 2024, is $373 of fair value adjustment related to the 2028 Notes (gain of $13,004 - in the three months ended June 30, 2023).

Page 9 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

General and administrative expenses were $902 for the three months ended June 30, 2024, compared to $424 for the three months ended June 30, 2023. These costs have increased due to higher insurance, utilities, and repairs and maintenance expenses.

Consulting and professional fees expenses were $1,092 for the three months ended June 30, 2024, compared to $1,647 for the three months ended June 30, 2023. The decrease was caused by lower filing and legal fees in 2024 as additional costs were in incurred in 2023 related to the project being suspended.

Salary and benefits were $798 for the three months ended June 30, 2024, compared to $1,291 for the three months ended June 30, 2023. The decrease was due to lower headcount.

Shared-based payments were $419 for the three months ended June 30, 2024, compared to $326 for the three months ended June 30, 2023. The increase was due to new options granted in 2024.

Exploration and evaluation expenditures were $81 for the three months ended June 30, 2024, compared to $276 for the three months ended June 30, 2023. Lower expenses were the result of decrease operational activity related to Iron Creek project.

Refinery, engineering and metallurgical studies and environmental expenses were $Nil for the three months ended June 30, 2024, compared to $394 for the three months ended June 30, 2023. The decrease was due to higher costs in 2023 associated with nickel sulfate studies and suspension of Refinery project in May 2023.

Page 10 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Summary of Six Months Ended Results

	Six months ended June 30, 2024			Six months ended June 30, 2023 Restated
	($)			($)
Operations
General and administrative		1,425			1,324
Consulting and professional fees		2,215			2,247
Exploration and evaluation expenditures		144			353
Investor relations and marketing		304			194
Refinery, engineering and metallurgical studies		-			959
Refinery, permitting and environmental expenses		-			87
Salary and benefits		1,695			2,619
Share-based payments		979			544
Total Operating Expenses		6,762			8,327

Change in fair value of marketable securities		181			31
Income (loss) on financial derivative liability – Convertible Notes		(7,184	)		(1,858	)
Changes in fair value of US Warrant		(49	)		1,062
Other non-operating income (loss)		(4,127	)		508

Net Loss		(17,941	)		(8,584	)
Basic loss per Share		(0.32	)		(0.24	)
Diluted loss per Share		(0.32	)		(0.24	)

The Company has retrospectively adopted IAS 1 amendments – Non-current liabilities and Covenants and determined a reclassification of the convertible notes from non-current to current liabilities applies in the current period. As a result, as at June 30, 2023 and as at December 31, 2023, the convertible debt (2028 notes) comparative figures on the statement of financial position are reclassified to current liabilities. There is no impact to the opening balance as at January 1, 2023, as the balance related to the previous convertible notes (2026 notes) were already classified as a current liability as at that date.

Page 11 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Results of Operations for the Six Months Ended June 30, 2024 Compared to the Six Months Ended June 30, 2023

During the six months ended June 30, 2024, the Company recorded a net loss of $17,941 (net loss of $8,584 in the six months ended June 30, 2023), a loss per share of $0.32 (loss of $0.24 in the six months ended June 30, 2023).

Included in the net loss for the six months ended June 30, 2024, is $7,184 of fair value adjustments related to the 2028 Notes (loss of $1,858 in the six months ended June 30, 2023).

General and administrative expenses were $1,425 for the six months ended June 30, 2024, compared to $1,324 for the six months ended June 30, 2023. These costs have increased due to higher insurance premiums, partially offset by lower travel expenses.

Consulting and professional fees expenses were $2,215 for the six months ended June 30, 2024, in line with $2,247 for the six months ended June 30, 2023.

Investor relations and marketing expenses were $304 for the six months ended June 30, 2024, compared to $194 for the six months ended June 30, 2023. The increase was due to higher marketing and professional services.

Salary and benefits were $1,695 for the six months ended June 30, 2024, compared to $2,619 for the six months ended June 30, 2023. The decrease was due to lower headcount.

Exploration and evaluation expenditures were $144 for the six months ended June 30, 2024, compared to $353 for the six months ended June 30, 2023. Lower expenses were the result of reduced exploration activity related to the Idaho mineral properties.

Refinery, engineering and metallurgical studies and environmental expenses were $Nil for the six months ended June 30, 2024, compared to $1,046 for the six months ended June 30, 2023. The decrease was due to higher costs in 2023 associated with nickel sulfate studies and suspension of Refinery project in May 2023.

Page 12 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Selected Quarterly Financial Information

	Q2 2024			Q1 2024			Q4 2023			Q3 2023 ¹			Q2 2023 ¹		Q1 2023 ¹			Q4 2022		Q3 2022
Net income (loss)	$	(5,772	)	$	(12,169	)	$	(46,859	)	$	(9,223	)	$	11,762	$	(20,346	)	$	10,315	$	(7,628	)
Income (loss) per share		(0.10	)		(0.22	)		(0.84	)		(0.20	)		0.33		(0.57	)		0.31		(0.24	)

Total assets	$	148,169		$	149,335		$	148,692		$	210,152		$	197,009	$	198,695		$	187,524	$	170,919

¹Quarters have been restated to reflect current presentation including adoption of the US dollars as the functional currency for its US-based subsidiaries and the change in the royalty liability as described below.

The royalty liability measured upon initial recognition of the fair value on the extinguishment of the 2026 notes and recognition of the 2028 notes has been reduced from $2,178 to $721. There is a corresponding $1,457 reduction in the loss on extinguishment of 2026 notes and recognition of the 2028 notes.

The royalty liability is reduced for the quarter ended: March 31, 2023 from $2,308 to $752; June 30, 2023 from $2,363 to $774; and, September 30, 2023 from $2,432 to $832.

Change in Functional Currency

During 2023, the Company considered primary and secondary indicators in determining functional currency, including the currency in which funds from financing activities were generated, the Company re-evaluated the functional currency of its US subsidiaries and determined that a change in their functional currency from Canadian dollars to US dollars was appropriate. The Company translated its US subsidiaries’ assets and liabilities into the new functional currency of US dollars at the opening spot rate for the year and recorded a translation adjustment from January 1, 2023, onwards to reflect the impact of translating the Company’s US dollar assets and liabilities to the presentation currency. The change in functional currency for these subsidiaries has been applied prospectively.

The adoption of the change effective January 1, 2023, has an impact on the quarterly financial statements previously issued for 2023. The impact on each of the quarters and the full year amounts are detailed below:

Amounts in CAD$000’s 2023	Other comprehensive income – Foreign currency translation gain (loss)			Increase (decrease) in Exploration & evaluation and accumulated other comprehensive income
First quarter	$	(71	)	$	(71	)
Second quarter		(1,897	)		(1,897	)
Third quarter		1,813			1,813
Fourth quarter		(1,904	)		(1,904	)
Year ended December 31, 2023	$	(2,059	)	$	(2,059	)

There were no changes to the Consolidated Statements of Cash Flow.

Page 13 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Capital Structure, Resources & Liquidity

As of the date of this MD&A, the Company has 57,229,986 common shares issued and outstanding. In addition, there are outstanding share purchase warrants and stock options for a further 33,724,658 and 3,765,711 common shares, respectively. The Company currently has 599,331 Deferred Share Units (DSUs), 298,153 Restricted Share Units (RSUs) and Nil Performance Share Units (PSUs) issued under its Long-Term Incentive Plan.

The following warrants were outstanding at the date of this MD&A:

Grant date	Expiry date	Number of warrants outstanding		Weighted average exercise price
November 15, 2022	November 15, 2025		2,483,150	US$	3.10
February 13, 2023	February 13, 2028		10,796,054	$	1.00
August 11, 2023	August 11, 2025		20,445,454	$	1.71
			33,724,658

Warrants

On December 1, 2023, the Company announced that it intended to amend the terms of an aggregate of 10,796,054 outstanding common share purchase warrants due to expire on February 13, 2028. The warrants were issued in connection with a private placement transaction that closed on February 13, 2023. They were exercisable at US$2.48 per common share.

Under the proposed amendments to the warrants, the exercise price would be reduced to $1.00 per common share. In addition, the warrants would be amended to include an acceleration clause such that the term of the warrants would be reduced to 30 days in the event the closing price of the common shares on the TSX Venture Exchange exceeds $1.00 by 20% or more for ten (10) consecutive trading dates, with the reduced term beginning seven (7) calendar days after such ten (10) consecutive trading day period. Upon the occurrence of an acceleration event, holders of the warrants may exercise the warrants on a cashless basis, based on the value of the warrants at the time of exercise, subject to compliance with the policies of the TSXV.

The proposed amendments were agreed upon with the holders of such warrants following constructive negotiations and more closely align the terms of the warrants with current market conditions. As partial consideration for the proposed amendments, the holders of the warrants have agreed not to exercise certain adjustment provisions they hold in connection with the convertible notes due February 2028. As a result, the notes have not been re-priced at a lower exchange rate and no amendments have been made in respect of the debt conversion ratio. The proposed amendments also serve to reduce potential dilution in Company capitalization in the event the notes are converted into equity, while the cashless exercise feature will serve to concurrently reduce the dilutive effect of future exercises of warrants upon the occurrence of an acceleration event. The proposed amendments were subject to the approval of the TSXV.

On January 15, 2024, the Company announced that it received the approval of the TSXV as well as warrant holders, to amend the terms. The Company has entered into a supplemental indenture to affect the amendment with TSX Trust Company, as warrant agent, to the warrant indenture governing the warrants dated February 13, 2023, between the Company and the warrant agent.

Nasdaq Delisting Notification

On September 22, 2023, the Company announced that it received notice from The Nasdaq Stock Market LLC on September 21, 2023, stating that the Company is not in compliance with the minimum bid price requirement of US$1.00 per share under Nasdaq’s Listing Rule 5550(a)(2) based upon the closing bid price of the Company's common shares for the 30 consecutive business days prior to the date of the Notice. The Corporation had 180 calendar days from the date of the Notice, or until March 19, 2024, to regain compliance with the minimum bid requirement, during which time the Company’s common shares will continue to trade on Nasdaq.

Page 14 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

On February 27, 2024, the Company announced that it intends to apply pursuant to the Nasdaq Listing Rules for an additional 180-day extension to the notice period under Nasdaq Rule 5810(c)(3)(A)(ii), at which point the Company may be required to take steps to resolve the non-compliance.

On March 21, 2024, the Company announced it had received an additional 180-days notice from The Nasdaq Stock Market LLC to regain compliance with the minimum bid price requirement of US$1.00 per share under Nasdaq’s Listing Rule 5550(a)(2). If at any time before September 16, 2024, the bid price of the Shares closes at or above US$1.00 per Share for a minimum of 10 consecutive business days, the Company will regain compliance with the Minimum Bid Requirement.

Capital Structure

The Company manages its capital structure to maximize its financial flexibility, adjusting it in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. The Company does not presently utilize any quantitative measures to monitor its capital but rather relies on the expertise of the Company’s management to sustain the future development of the business. Management reviews its capital management approach on an ongoing basis and believes that this, given the relative size of the Company, is appropriate.

The Company will continue to adjust its capital structure based on Management’s assessment of the best capital mix to effectively advance its assets. With the settlement of the 2026 Notes and issuances of the 2028 Notes in February 2023, the Company has increased the debt component of its capital structure with a par value of $67,938 (US$50,250) outstanding after an early conversion of $664 (US$500) of notes in February 2023 and $334 (US$250) in April 2023. As of June 30, 2024, the Company had $68,777 (US$50,250) of convertible notes.

On August 11, 2023, the Company completed a private placement for gross proceeds of $21,500 (net proceeds of $19,960), consisting of a brokered placement for $16,500 and a non-brokered placement for $5,000 (the “Offering”). Under the terms of the Offering, the Company has issued 19,545,454 units, at a price of $1.10 per unit. Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share at a price of $1.74 at any time on or before August 11, 2025. As consideration for services under the brokered Offering, the Company paid to the agents a cash commission of $445 equivalent to 6% of gross proceed of brokered placement and issued to the agents 900,000 non-transferable broker warrants of the Company entitling the holder to acquire one common share at a price of $1.10 at any time on or before August 11, 2025.

The funding allocated by the Northern Ontario Heritage Fund (“NOHFC”) in December 2020 was paused by the agency and subsequently restructured to support the scaling and commercialization Electra’s black mass recycling project. While the Company intends to pursue battery recycling business as part of its development pipeline, Electra’s recycling program project timeline does not align with the NOHFC’s funding requirements and as such, the grant is no longer accessible. A total of $165 was received before the funding was paused. As the remainder of the funds had not been received, withdrawal of the grant has no direct impact on the Company’s liquidity.

The Company is also actively pursuing various alternatives including equity and debt financing to increase its liquidity and capital resources to fund the projected Refinery expenditures. The Company will also need working capital funding for the purchase of other consumables before the startup of operations.

Page 15 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Long-Term Incentive Plan

On January 15, 2024, the Company issued 100,000 stock options at an exercise price of $0.50 that will vest in three equal tranches on the first, second and third anniversary of the grant date over a four-year period.

On February 12, 2024, the Company announced that in accordance with its Long-Term Incentive Plan approved by shareholders at its October 24, 2023 annual general meeting, the Company has issued 3,015,695 incentive stock options and 104,938 restricted share units to certain directors, officers, employees, and contractors of the Company.

The RSUs will vest on the first anniversary of the grant date and will be settled in cash or shares at the discretion of the Company. The Options will be exercisable for four years at the February 12, 2024 closing price of C$0.81 and will vest in two equal tranches, on the first and second anniversary of the grant date.

Employee Share Settlement

On February 27, 2024, the Company announced it had settled a total of $134 of earned performance-based incentive cash payments to certain non-officer employees by issuing a total of 165,257 common shares at a deemed price of C$0.81 per share to these individuals.

Liquidity

In February 2023, the Company closed on the 2028 Notes with a principal balance of US$51,000 and settled the previous 2026 Notes with a principal balance of US$36,000 for a net proceed of US$15,000 ($20,013), before interest payment of $1,656 and transaction costs of $2,340. The 2028 Notes reduced the minimum liquidity balance requirement under the 2026 Notes from US$7,500 to US$2,000. On January 15, 2024, the Company received approval from TSXV as well as warrant holders to amend the terms of 10,796,054 outstanding common share purchase warrants due to expire on February 13, 2028.

As consideration for eliminating the dilutive ratchet provisions in the Company’s convertible debt, the Company and its noteholders agreed to change the terms of the share purchase warrants. Pursuant to the amendment, the exercise price of the warrants was reduced to $1.00 per common share. In addition, the warrants were to be amended to include an acceleration clause such that the term of the warrants will be reduced to 30-day (the “Reduced Term”) in the event the closing price of the common shares on the TSX Venture Exchange exceeds $1.20 ten consecutive days trading days (the “Acceleration Event”), with the Reduced Term to begin upon release of a press release by the Company within seven calendar days after such ten consecutive trading day period. Upon the occurrence of an Acceleration Event, holders of the warrants may exercise the warrants on a cashless basis, based on the value of the warrants at the time of exercise.

On March 13, 2024, the Company announced approval of the TSXV to issue common shares in the capital of the Company in satisfaction of US$401 of interest payable.

On March 21, 2024, the Company issued an aggregate of 843,039 Shares at a deemed issue price of $0.6439 per share in satisfaction of a portion of the interest payable to certain of the holders of US$51,000 principal amount of 8.99% senior secured convertible notes. The market issue price was calculated at 95% of the simple average of the volume weighted average trading price of the Shares for each of the five trading days ending on, and including, March 20, 2024 for a total of $543.

The Company’s objective in managing liquidity risk is to maintain sufficient liquidity to meet operational and asset advancement requirements as well as ensuring compliance with minimum liquidity balance covenant of US$2,000.

At June 30, 2024, the Company had cash of $$4,801 (December 31, 2023 - $7,560) and marketable securities of $327 (December 31, 2023 - $595), compared to accounts payable and accrued liabilities of $6,376 (December 31, 2023 - $8,828).

Page 16 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Cash requirements for the Refinery expansion from June 30, 2024, through to the expected completed commissioning were estimated to be higher as a result of the rebaseline study than previously estimated. At this time, the Company does not have sufficient financial resources necessary to complete the construction and final commissioning of the Refinery and will require additional financing in 2024 and 2025 to continue operations, complete the construction of the Refinery, advance its battery recycling strategy, and remain in compliance with the minimum liquidity covenant under the 2028 Notes. Failure to remain in compliance with the liquidity terms, in addition to the Company being unable to provide a United States registration statement or obtain suitable waivers, may result in the instrument becoming due before the contractual maturity.

The Company had the following summarized cash flows:

	Six months ended June 30, 2024			Six months ended June 30, 2023 (Restated)
Cash used in operation activities		(7,951	)		(4,997	)
Cash used in investing activities		940			(13,278	)
Cash provided by financing activities		4,229			16,488
Change in cash during the period		(2,782	)		(1,787	)
Effect of exchange rates on cash		23			63
Cash, beginning of period		7,560			7,952
Cash, end of the period	$	4,801		$	6,228

Cash used in operating activities was $7,951 during the six months ended June 30, 2024, compared to $4,997 used in operating activities during the six months ended June 30, 2023. The increase in cash used in operating activities was driven primarily by changes in working capital.

Cash provided in investing activities was $940 during the six months ended June 30, 2024, compared to cash used in investing activities of $13,278 during the six months ended June 30, 2023. The decrease in cash used in investing activities relates to the decrease in capital spending.

Cash flows provided by financing activities were $4,229 during the six months ended June 30, 2024, compared to the $16,488 from financing activities during the six months ended June 30, 2023. The change was primarily driven by net proceeds from 2028 notes, which was completed on February 13, 2023 compared to receipt of FedNor funds in 2024.

Commitments

From time to time, the Company and/or its subsidiaries may become defendants in legal actions and the Company take appropriate measures to minimize the impact. Electra is not aware of any claims against the Company that could reasonably be expected to have a materially adverse impact on the Company’s consolidated financial position, results of operations or the ability to carry on any of its business activities.

Page 17 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

The Company’s commitments relate to purchase and services commitments for work programs relating to refinery expansion and payments under financing arrangements. The Company had the following commitments as of June 30, 2024:

	2024		2025		2026		2027		Thereafter		Total
Purchase commitments	$	166	$	-	$	-	$	-	$	-	$	166
Convertible notes payments ¹		12,182		6,183		6,183		6,183		69,508		100,239
Government loan payments		36		88		1,456		1,930		5,700		9,396
Lease payments		82		125		128		33		-		368
Royalty payments ²		-		-		-		224		1,900	$	2,124
	$	12,466	$	6,396	$	7,767	$	8,370	$	77,108	$	112,108

¹ Convertible notes payment amounts are based on contractual maturities of 2028 Notes and assumption that it would remain outstanding until maturity. The 2026 Notes were cancelled and replaced with the 2028 Notes in February 2023. Interest is calculated based on terms as at June 30, 2024, see Note 18 for subsequent change in interest not incorporated in this table.

The Company has recorded a provision for environmental remediation, reclamation and decommissioning for its Ontario assets. For the Refinery, a liability of $3,001 has been recorded, linked to the closure plan filed and accepted in March 2022 and updated in November 2022. In relation to the refinery closure plan, an amount of $3,450 has been posted via a surety bond with the Ministry of Northern Development, Mines, Natural Resources and Forestry (NDMNRF) as financial assurance.

Related Party Transactions

The Company’s related parties include key management personnel and the Board of Directors.

As at June 30, 2024, the accrued liabilities balance for related parties was $177 (December 31, 2023 - $78), which relates mainly to compensation accruals.

Off Balance Sheet Arrangements

The Company currently has no off-balance sheet arrangements.

Financial Instruments

Refer to Note 14 of the Company’s Condensed Interim consolidated financial statements for the three and six months ended June 30, 2024 and 2023.

Page 18 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Subsequent Events

Subsequent to June 30, 2024, the Company received $1,000 from the Federal Economic Development for Northern Ontario, in relation to the funding announced in February of 2024.

Risk and Risk Management

Financial Risk Factors

The Company’s risk exposure and the impact on the Company’s financial instruments are summarized below:

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company does not have sufficient financial resources necessary to complete the construction and final commissioning of the Refinery and the Company is going through a planning and budgeting process to update the capital estimates and completion schedule associated with the Refinery. The Company attempts to ensure there is sufficient access to funds to meet ongoing business requirements, considering its current cash position and potential funding sources. Although the Company has historically been successful in obtaining financing in the past, there can be no assurances that the Company will be able to obtain adequate financing in the future. The Company has future obligations to pay semi-annual interest payments and the principal upon maturity related to the convertible debt. Starting in 2026 repayment of the interest-free Government loan will begin in 19 equal installments. Upon the issuance of the 2028 Notes and retirement of the 2026 Notes in February 2023, the Company is subject to a minimum cash balance requirement of US$2,000. Additionally, the Company was required to have a United States registration statement providing for the resale of the Common Stock deliverable on conversions of the debenture and warrants by May 15, 2023. Failure to have such a statement by the date is considered an event of default which provides the indenture holders the right to demand repayment of the instrument. Effective February 27, 2024, subject to certain conditions, the noteholders agreed to waive the requirement set out in the indenture for the Company to file a registration statement to provide for the resale of the common shares underlying the notes and the common share purchase warrants issued on February 13, 2023.

Credit Risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash and cash equivalents and restricted cash which are being held with major Canadian banks that are high-credit quality financial institutions as determined by rating agencies.

Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flow of a financial instrument will fluctuate because of changes in market interest rate. Company currently does not have any financial instruments that are linked to LIBOR, SOFR, or any form of a floating market interest rate. Therefore, changes in the market interest rate does not have an impact on the Company as at June 30, 2024.

Page 19 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Foreign Currency Risk

Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the Company’s functional currency, Canadian Dollars. The Company is exposed to foreign currency risk on fluctuations related to cash, receivables, and accrued liabilities that are denominated in US Dollars. In addition, the Company’s 2028 Notes are denominated in US dollars and fluctuations in foreign exchange rates will impact the Canadian dollar amounts required to settle interest and principal payments for these convertible notes. The Company has not used derivative instruments to reduce its exposure to foreign currency risk nor has it entered foreign exchange contracts to hedge against gains or losses from foreign exchange.

Business Risks and Uncertainties

There are many risk factors facing companies involved in the mineral exploration industry. Risk Management is an ongoing exercise upon which the Company spends a substantial amount of time. While it is not possible to eliminate all the risks inherent to the industry, the Company strives to manage these risks, to the greatest extent possible. The following risks are most applicable to the Company.

Going Concern

As discussed above, the Company will require additional financing in 2024 and 2025 to continue operations, complete the construction of the Refinery, advance its battery recycling strategy and remain in compliance with minimum liquidity covenant under the 2028 notes. The Company is actively pursuing various alternatives including equity and debt financing to increase its liquidity and capital resources. The Company is also in discussion with various parties on alternatives to finance the funding of feedstock purchases. Although the Company has historically been successful in obtaining financing in the past, there can be no assurances that the Company will be able to obtain adequate financing in the future. This represents a material uncertainty that casts substantial doubt on the Company’s ability to continue as a going concern. The financial information presented does not include the adjustments to the amounts and classifications of assets and liabilities that would be necessary should the Company be unable to continue as a going concern. These adjustments may be material.

Financing

The Company has raised funds through grants, equity financing and debt arrangements to fund its operations and the advancement of the Refinery. The market price of natural resources, specifically cobalt prices, is highly speculative and volatile. Instability in prices may affect the interest in resource assets and the development of and production from such properties. This may adversely affect the Company’s ability to raise capital or obtain debt to fund corporate activities and growth initiatives. The completion of the Refinery project is dependent on additional financing.

Technical Capabilities of the Refinery

The Company’s strategic priority is the advancement of the Refinery, with significant engineering studies and metallurgical testing conducted to date. There is no assurance that the final refining process will have the capabilities to produce specific end products. The Company manages this risk by employing and contracting technical experts in metallurgy and engineering to support refinery process decisions.

Ability to Meet Debt Service Obligations

The Company has debt obligations under the Notes, which include ongoing coupon payments and payment of principal at maturity. In the event, that the refinery construction is not completed as planned or sufficient cash flow from refinery operations is not generated, there is a risk that the Company may not have sufficient available capital to meet its debt obligations. Additionally, the Company is subject to certain covenants related to the Notes, which include minimum liquidity of US$2,000. Should the Company breach a covenant or be unable to service the debt, the assets pledged may be transferred to the lenders.

Page 20 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Macroeconomic Risks

Political and economic instability (including Russia’s invasion of Ukraine and war in Israel), global or regional adverse conditions, such as pandemics or other disease outbreaks (including the COVID-19 global outbreak) or natural disasters, currency exchange rates, trade tariff developments, transport availability and cost, including import-related taxes, transport security, inflation and other factors are beyond the Company’s control. The macroeconomic environment remains challenging, and the Company’s results of operations could be materially affected by such macroeconomic conditions.

Industry and Mineral Exploration Risk

Mineral exploration is highly speculative, involves many risks and frequently is non-productive. There is no assurance that the Company’s exploration efforts will be successful. At present, the Company’s projects do not contain any proven or probable reserves. Success in establishing reserves is a result of several factors, including the quality of the project itself. Substantial expenditures are required to establish reserves or resources through drilling, to develop metallurgical processes, and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Because of these uncertainties, no assurance can be given that planned exploration programs will result in the establishment of mineral resources or reserves. The Company may be subject to risks, which could not reasonably be predicted in advance. Events such as labour disputes, natural disasters or estimation errors are prime examples of industry-related risks. The Company attempts to balance this risk through ongoing risk assessments conducted by its technical team.

Commodity Prices

The Company’s mineral exploration operations and its prospects are largely dependent on movements in the price of various minerals. Prices fluctuate daily and are affected by several factors well beyond the control of the Company. The mineral exploration industry in general is a competitive market and there is no assurance that, even if commercial quantities of proven and probable reserves are discovered, a profitable market may exist. The Company has not entered any price hedging programs.

Environmental

Exploration projects or operations are subject to the environmental laws and applicable regulations of the jurisdiction in which the Company operates. Environmental standards continue to evolve, and the trend is to a longer, more complete and rigid process. The Company reviews environmental matters on an ongoing basis. If and when appropriate, the Company will make appropriate provisions in its financial statements for any potential environmental liability.

Title of Assets

Although the Company conducts title reviews in accordance with industry practice prior to any purchase of resource assets, such reviews do not guarantee that an unforeseen defect in the chain on title will not arise and defeat our title to the purchased assets. If such a defect were to occur, our entitlement to the production from such purchased assets could be jeopardized.

Competition

The Company expects to compete in the burgeoning North American Critical Minerals Industry with the completion of the Cobalt Sulfate refinery. The industry is developing in Canada with new entrants expected in the short term. Many of these competitors have substantially longer histories in the industry as well as substantially greater financial, sales and marketing resources than the Company.

Page 21 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

The Company engages in the highly competitive resource exploration industry. The Company competes directly and indirectly with major and independent resource companies in its exploration for and development of desirable resource properties. Many companies and individuals are engaged in this business, and the industry is not dominated by any single competitor or a small number of competitors. Many of such competitors have substantially greater financial, technical, sales, marketing, and other resources, as well as greater historical market acceptance than does the Company. The Company will compete with numerous industry participants for the acquisition of land and rights to prospects, and for the equipment and labour required to operate and develop such prospects.

Competition could materially and adversely affect the Company’s business, operating results and financial condition. Such competitive disadvantages could adversely affect the Company’s ability to participate in projects with favorable rates of return.

Cybersecurity

The Company’s operations depend, in part, on how well it and its third-party service providers protect networks, equipment, information technology (“IT”) systems and software against damage from a number of threats, including, but not limited to, cable cuts, natural disasters, intentional damage and destruction, fire, power loss, hacking, computer viruses, vandalism and theft. The Company’s operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures, delays and/or increase in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Company’s reputation and results of operations.

The Company’s information technology systems and on-line activities, including its e-commerce websites, also may be subject to denial of service, malware or other forms of cyberattacks. While the Company has taken measures to protect against those types of attacks, those measures may not adequately protect its on-line activities from such attacks. The Company’s risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access is a priority. As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Additional information on risks and uncertainties relating to The Company’s business is provided in The Company’s Annual Information Form dated May 10, 2024, under the heading “Risk Factors”.

SIGNIFICANT ACCOUNTING ESTIMATES

Refer to Note 4 of the Company’s Audited consolidated financial statements for the year ended December 31, 2023 and 2022.

FUTURE CHANGES IN ACCOUNTING POLICIES AND INITIAL ADOPTION

Page 22 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

INTERNAL CONTROL OVER FINANCIAL REPORTING

The President and Chief Executive Officer and Chief Financial Officer of the Company are responsible for designing internal controls over financial reporting or causing them to be designed under their supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. From the second quarter 2022, up to and including this disclosure, Management concluded that internal control over financial reporting was not designed effectively as of June 30, 2024, due to material weaknesses in Internal Control over Financial Reporting (ICFR).

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected in a timely basis. Management has identified the following material weaknesses:

An ineffective control environment resulting from the combination of an insufficient number of trained financial reporting and accounting personnel with the appropriate skills and knowledge about the design, implementation, and operation of ICFR and inadequate IT tools and resources to ensure the relevance, timeliness and quality of information used in control activities.

Management has not designed or implemented a control monitoring process necessary to identify control weaknesses and remediations in a timely manner necessary to ensure the reliability of its ICFR.

Control deficiencies in the procurement, payment and receiving processes resulting from a lack of formal processes to ensure adherence to the Company’s delegation of authority policy, inconsistent matching of receipts to goods and services to supporting documentation and inconsistent receiving processes affecting the timing of recognition of assets and liabilities at the Company’s refinery project.

As a consequence of the above, the Company had ineffective control activities related to the design of process level and financial statement close controls which had a pervasive impact on the Company's ICFR. In the third and fourth quarter, Management hired several qualified staff and began to rectify segregation issues. Over the next quarter, Management intends to further these efforts and has engaged external experts to design a process for and perform monitoring controls.

Other than those listed above, there have been no changes in the Company’s internal control over financial reporting during the three and six months ended June 30, 2024, that have materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Disclosure Controls and Procedures

Disclosure Controls and Procedures (DCP) have not been designed to provide reasonable assurance that all relevant information required to be disclosed by the Company is accumulated and communicated to senior management as appropriate to allow timely decisions regarding required disclosure. As disclosed in the previous quarter, the Company’s President and Chief Executive Officer and Chief Financial Officer note similar weaknesses in the disclosure controls and procedures as in the ICFR. The Company’s President and Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation of the design of the disclosure controls and procedures that because of the material weaknesses in our ICFR described above our DCP were not designed effectively at June 30, 2024.

Page 23 of 24

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Limitations of Controls and Procedures

The Company’s management, including the President and Chief Executive Officer and Chief Financial Officer, believes that any internal controls over financial reporting and disclosure controls and procedures, no matter how well designed, can have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance that the objectives of the control system are met.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This MD&A contains certain statements that may be deemed “forward-looking statements”, including statements regarding developments in the Company’s operations in future periods, adequacy of financial resources and plans and objectives of the Company. All statements in this document, other than statements of historical fact, which address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential”, “interprets” and similar expressions, or events or conditions that “will”, “would”, “may”, “could” or “should” occur. Forward-looking statements in this document include statements regarding the advancement of the Refinery, future exploration programs, liquidity, and effects of accounting policy changes.

Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, exploration success, a successful outcome of the work in support of the recommissioning of the Refinery, continued availability of capital and financing, inability to obtain required regulatory or governmental approvals and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Readers are cautioned not to place undue reliance on this forward-looking information.

Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. The Company undertakes no obligation to update these forward-looking statements if Management’s beliefs, estimates, opinions, or other factors should change except as required by law.

These statements are based on several assumptions including, among others, assumptions regarding general business and economic conditions, the timing of the receipt of regulatory and governmental approvals for the work programs described herein, the ability of the Company and other relevant parties to satisfy stock exchange and other regulatory requirements promptly, the availability of financing for the Company’s proposed work programs on its assets on reasonable terms and the ability of third-party service providers to deliver services promptly. The foregoing list of assumptions is not exhaustive. Events or circumstances could cause results to differ materially.

Page 24 of 24

EX-99.3 4 tm2420232d1_ex99-3.htm EXHIBIT 99.3

Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Trent Mell, Chief Executive Officer of Electra Battery Materials Corporation, certify the following:

1.	*Review:* I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Electra Battery Materials Corporation (the “issuer”) for the interim period ended June 30, 2024.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.	*Design:* Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1	*Control framework:* The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Risk Management and Governance: Guidance on Control (COCO Framework), published by The Canadian Institute of Chartered Accountants.

5.2	*ICFR – material weakness relating to design:* The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

(a)

a description of the material weakness;

(b)

the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

(c)

the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

5.3	*Limitation on scope of design:* N/A

6.	*Reporting changes in ICFR:* The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2024 and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

DATE: August 14, 2024

/s/ Trent Mell
Trent Mell
Chief Executive Officer

EX-99.4 5 tm2420232d1_ex99-4.htm EXHIBIT 99.4

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, David Allen, Chief Financial Officer of Electra Battery Materials Corporation, certify the following:

1.	*Review:* I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Electra Battery Materials Corporation (the “issuer”) for the interim period ended June 30, 2024.

5.	*Design:* Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1	*Control framework:* The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Risk Management and Governance: Guidance on Control (COCO Framework), published by The Canadian Institute of Chartered Accountants.

5.2	*ICFR – material weakness relating to design:* The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

(a)

a description of the material weakness;

(b)

the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

(c)

the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

5.3	*Limitation on scope of design:* N/A

6.	*Reporting changes in ICFR:* The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2024 and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

DATE: August 14, 2024

/s/ David Allen
David Allen
Chief Financial Officer

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