Electra Battery Materials Corp 6-K, filed May 14, 2026
Electra Battery Materials Corp (ELBM)
About this 6-K
Electra Battery Materials Corp filed this 6-K on May 14, 2026.
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 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2026
Commission File Number: 001-41356
Electra Battery Materials Corporation
(Translation of registrant's name into English)
133 Richmond St W, Suite 602
Toronto, Ontario, M5H 2L3 Canada
(416) 900-3891
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ] Form 40-F [ ]
Incorporation by Reference
The information contained in this Report on Form 6-K (this “Form 6-K”) and Exhibits 99.1 and 99.2 herewith are hereby incorporated by reference as an exhibit to (i) the Registration Statement on Form S-8 (File No. 333-264589), (ii) the Registration Statement on Form F-3, as amended (File No. 333-288364) and (iii) the Registration Statement on Form F-3, as amended (File No. 333-291766) of Electra Battery Materials Corporation (the “Company”).
EXHIBIT INDEX
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 Materials Corporation | ||
| (Registrant) | ||
| Date: May 14, 2026 | /s/ Trent Mell | |
| Trent Mell | ||
| Chief Executive Officer and Director | ||
EXHIBIT 99.1
ELECTRA BATTERY MATERIALS CORPORATION
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(UNAUDITED)
(EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)
ELECTRA BATTERY MATERIALS CORPORATION
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)
AS AT MARCH 31, 2026 AND DECEMBER 31, 2025
(expressed in thousands of Canadian dollars)
| March 31, 2026 | December 31, 2025 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 40,160 | $ | 39,024 | ||||
| Prepaid expenses and deposits | 1,921 | 812 | ||||||
| Receivables (Note 4) | 790 | 666 | ||||||
| 42,871 | 40,502 | |||||||
| Non-Current Assets | ||||||||
| Exploration and evaluation assets (Note 6) | 90,285 | 88,776 | ||||||
| Property, plant and equipment (Note 5) | 58,454 | 55,078 | ||||||
| Long-term restricted cash | 1,208 | 1,208 | ||||||
| Total Assets | $ | 192,818 | $ | 185,564 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 5,618 | $ | 5,817 | ||||
| US warrants (Note 11) | 48,350 | 81,658 | ||||||
| Lease liability | 59 | 55 | ||||||
| Deferred government grant (Note 8) | 3,124 | 642 | ||||||
| 57,151 | 88,172 | |||||||
| Non-Current Liabilities | ||||||||
| Term loan (Note 10) | 39,249 | 38,168 | ||||||
| Government loan payable (Note 8) | 5,387 | 5,196 | ||||||
| Government grants (Note 8) | 3,124 | 3,124 | ||||||
| Royalty (Note 9) | 2,429 | 2,338 | ||||||
| Lease liability | 9 | 27 | ||||||
| Asset retirement obligations (Note 7) | 2,268 | 2,289 | ||||||
| Total Liabilities | $ | 109,617 | $ | 139,314 | ||||
| Shareholders’ Equity | ||||||||
| Common shares (Note 12) | 426,313 | 419,966 | ||||||
| Reserves (Note 13) | 34,103 | 33,143 | ||||||
| Accumulated other comprehensive income | 3,000 | 1,498 | ||||||
| Deficit | (380,215 | ) | (408,357 | ) | ||||
| Total Shareholders’ Equity | $ | 83,201 | $ | 46,250 | ||||
| Total Liabilities and Shareholders’ Equity | $ | 192,818 | $ | 185,564 | ||||
| Going concern (Note 1) | ||||||||
| Commitments and contingencies (Note 18) | ||||||||
| Subsequent events (Note 21) | ||||||||
Approved on behalf of the Board of Directors and authorized for issue on May 13, 2026
| Alden Greenhouse, Director | Trent Mell, Director |
See accompanying notes to condensed interim consolidated financial statements.
| Page 2 of 25 |
ELECTRA BATTERY MATERIALS CORPORATION
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND OTHER COMPREHENSIVE LOSS
(UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Operating expenses | ||||||||
| General and administrative | $ | 812 | $ | 1,043 | ||||
| Consulting and professional fees | 1,184 | 1,001 | ||||||
| Exploration and evaluation expenditures | 55 | 41 | ||||||
| Investor relations and marketing | 143 | 92 | ||||||
| Salaries and benefits | 844 | 1,252 | ||||||
| Share-based payments (Note 13) | 805 | 327 | ||||||
| Operating loss | 3,843 | 3,756 | ||||||
| Other | ||||||||
| Unrealized gain on marketable securities | - | 4 | ||||||
| Loss on financial derivative liability – Convertible Notes | - | (5,067 | ) | |||||
| Changes in fair value of US warrants (Note 11) | 33,308 | - | ||||||
| Other non-operating loss (Note 14) | (1,323 | ) | (3,861 | ) | ||||
| Net income (loss) | $ | 28,142 | $ | (12,680 | ) | |||
| Other comprehensive income (loss) | ||||||||
| Fair value adjustment of 2028 Notes and 2027 Notes due to own credit risk | - | (68 | ) | |||||
| Foreign currency translation gain | 1,502 | 1,882 | ||||||
| Net income (loss) and other comprehensive income (loss) | $ | 29,644 | $ | (10,866 | ) | |||
| Basic income (loss) per share (Note 15) | $ | 0.28 | $ | (0.86 | ) | |||
| Weighted average number of common shares outstanding - Basic (Note 15) | 102,156,057 | 14,819,621 | ||||||
| Diluted income (loss) per share (Note 15) | $ | 0.16 | $ | (0.86 | ) | |||
| Weighted average number of common shares outstanding - Diluted (Note 15) | 128,946,435 | 14,819,621 | ||||||
See accompanying notes to condensed interim consolidated financial statements.
| Page 3 of 25 |
ELECTRA BATTERY MATERIALS CORPORATION
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
| Common Shares | ||||||||||||||||||||||||
Number of shares |
Amount |
Reserves | Accumulated Other Comprehensive Income |
Deficit |
Total | |||||||||||||||||||
| Balance – January 1, 2026 | 98,982,239 | $ | 419,966 | $ | 33,143 | $ | 1,498 | $ | (408,357 | ) | $ | 46,250 | ||||||||||||
| Other comprehensive earnings for the period, net of taxes | - | - | - | 1,502 | - | 1,502 | ||||||||||||||||||
| Net income for the period | - | - | - | - | 28,142 | 28,142 | ||||||||||||||||||
| Share-based payment expense | - | - | 805 | - | - | 805 | ||||||||||||||||||
| Directors’ fees paid in deferred share units | - | - | 234 | - | - | 234 | ||||||||||||||||||
| Exercise of deferred share units (Note 13) | 21,487 | 79 | (79 | ) | - | - | - | |||||||||||||||||
| Shares issued for cash net of transaction costs of $267 (Note 12) | 4,734,605 | 6,268 | - | - | - | 6,268 | ||||||||||||||||||
| Balance – March 31, 2026 | 103,738,331 | $ | 426,313 | $ | 34,103 | $ | 3,000 | $ | (380,215 | ) | $ | 83,201 | ||||||||||||
| Balance – January 1, 2025 | 14,809,197 | $ | 307,723 | $ | 26,848 | $ | 4,639 | $ | (274,892 | ) | $ | 64,318 | ||||||||||||
| Other comprehensive earnings for the period, net of taxes | - | - | - | 1,814 | - | 1,814 | ||||||||||||||||||
| Net loss for the period | - | - | - | - | (12,680 | ) | (12,680 | ) | ||||||||||||||||
| Share-based payment expense | - | - | 327 | - | - | 327 | ||||||||||||||||||
| Directors’ fees paid in deferred share units | - | - | 24 | - | - | 24 | ||||||||||||||||||
| Exercise of restricted share units (Note 13) | 26,975 | 86 | (86 | ) | - | - | - | |||||||||||||||||
| Balance – March 31, 2025 | 14,836,172 | $ | 307,809 | $ | 27,113 | $ | 6,453 | $ | (287,572 | ) | $ | 53,803 | ||||||||||||
See accompanying notes to condensed interim consolidated financial statements.
| Page 4 of 25 |
ELECTRA BATTERY MATERIALS CORPORATION
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Operating activities | ||||||||
| Net income (loss) | $ | 28,142 | $ | (12,680 | ) | |||
| Adjustments for items not affecting cash: | ||||||||
| Share-based payments | 1,039 | 351 | ||||||
| Change in fair value of marketable securities | - | (4 | ) | |||||
| Realized gain on marketable securities | - | (1 | ) | |||||
| Depreciation (Note 5) | 32 | 14 | ||||||
| Accretion (Notes 7, 8, 9 and 10) | 456 | 346 | ||||||
| Interest expense on convertible 2028 and 2027 Notes | - | 3,357 | ||||||
| Changes in fair value of convertible 2028 Notes and 2027 Notes | - | 5,997 | ||||||
| Interest expense on term loan (Note 10) | 1,101 | - | ||||||
| Fair value warrants 2028 Notes | - | (930 | ) | |||||
| Changes in fair value of US warrants (Note 11) | (33,308 | ) | - | |||||
| Unrealized (gain) loss on foreign exchange | (106 | ) | 45 | |||||
| $ | (2,644 | ) | $ | (3,505 | ) | |||
| Changes in working capital: | ||||||||
| (Increase) decrease in receivables | (124 | ) | 480 | |||||
| (Increase) decrease in prepaid expenses and other assets | (1,109 | ) | 2,087 | |||||
| Increase (decrease) in accounts payable and accrued liabilities | (199 | ) | 765 | |||||
| Cash used in operating activities | $ | (4,076 | ) | $ | (173 | ) | ||
Investing activities | ||||||||
| Proceeds from sale of marketable securities | - | 13 | ||||||
| Additions to property, plant and equipment (Note 5) | (3,517 | ) | (335 | ) | ||||
| Cash used in investing activities | $ | (3,517 | ) | $ | (322 | ) | ||
Financing activities | ||||||||
| Repayment of government loans (Note 8) | - | (9 | ) | |||||
| Increase in deferred government loan | 2,482 | - | ||||||
| Shares issued for cash – net of transaction costs of $267 (Note 12) | 6,268 | - | ||||||
| Payment of lease liability, net of interest | (14 | ) | (13 | ) | ||||
| Cash provided by / (used in) financing activities | $ | 8,736 | $ | (22 | ) | |||
| Change in cash during the period | 1,143 | (517 | ) | |||||
| Effect of exchange rates | (7 | ) | 17 | |||||
| Cash, beginning of the period | 39,024 | 3,717 | ||||||
| Cash, end of period | $ | 40,160 | $ | 3,217 | ||||
See accompanying notes to condensed interim consolidated financial statements.
| Page 5 of 25 |
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
| 1. | 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 currently in the process of building a refinery focused on the supply of cobalt, nickel and recycled battery materials.
Electra is a public company which is listed on the Toronto Venture Stock Exchange (“TSXV”) (under the symbol ELBM) and on the NASDAQ (under the symbol ELBM). The Company’s registered office is 40 Temperance Street, Suite 3200, Bay Adelaide Centre – North Tower, Toronto, Ontario, Canada M5H 0B4 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”) in Ontario, Canada, 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 condensed interim 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 March 31, 2026 and December 31, 2025, the Company had an accumulated deficit of $380,215 and $408,357, respectively. The Company’s recurring losses from operations and negative cash flows raise substantial doubt about the Company’s ability to continue as a going concern. The global economy, including the financial and credit markets, have experienced volatility and disruptions, including fluctuating inflation rates and interest rates, foreign currency impacts, declines in consumer confidence, and declines in economic growth. These factors point to uncertainty about economic stability, and the severity and duration of these conditions on our business cannot be accurately predicted, and the Company cannot assure that it will remain in compliance with the financial covenants contained within its credit facilities.
Management monitors recent developments in relation to global tariffs and does not anticipate material impacts on the financial position of the Company.
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 operating losses and net cash outflows from operating activities.
| Page 6 of 25 |
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
During the year ended December 31, 2025, the Company completed private placements and raised US$38,000 in gross proceeds from issuance of common shares and warrants, as detailed in Note 12 and completed restructuring transaction with its 2028 and 2027 noteholders. In addition, during the three months ended March 31, 2026, the Company raised proceeds of approximately $6,268, net of transactions costs under its At The Market Offering Agreement (“ATM”).
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. 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.
| 2. | Material Accounting Policies and Basis of Preparation |
Basis of Preparation and Statement of Compliance
The Company prepares its condensed interim consolidated financial statements in accordance with IFRS® Accounting Standards 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.
All amounts other than share and per share information 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 May 13, 2026.
| 3. | New Accounting Standards Issued |
A number of new standards, and amendments to standard and interpretations, are not yet effective for the current period, and have not been early adopted in preparing these condensed interim consolidated financial statements.
In May 2024, the IASB issued amendments to IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments. These amendments clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; add new disclosures for certain instruments with contractual terms that can change cash flows (such as some instruments with features linked to the achievement of environment, social and governance targets); and update the disclosures for equity instruments designated at fair value through other comprehensive income. These amendments apply to annual reporting periods beginning on or after January 1, 2026. The Company adopted these amendments on January 1, 2026 and they did not have material impact on the Company’s consolidated financial statements.
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. IFRS 18 replaces IAS 1 Presentation of Financial Statements. It carries forward many requirements from IAS 1. IFRS 18 applies to annual reporting periods beginning on or after January 1, 2027. Earlier application is permitted. The standard must be applied retrospectively with restatement of comparative information. The key new concepts introduced in IFRS 18 relate to: the structure of the statement of profit or loss; required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements; and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes. The Company is currently assessing the impact and efforts related to adopting IFRS 18. The Company expects the standard will primarily affect the presentation and disclosure of information within these consolidated financial.
| Page 7 of 25 |
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates and are not expected to have a significant impact on the Company’s consolidated financial statements.
| 4. | Receivables |
| March 31, 2026 | December 31, 2025 | |||||||
| GST receivables | $ | 725 | $ | 505 | ||||
| Grant receivables | 50 | 146 | ||||||
| Other | 15 | 15 | ||||||
| $ | 790 | $ | 666 | |||||
| 5. | Property, Plant and Equipment |
| Cost | Property, Plant and Equipment | Construction in Progress | Right-of-use Assets | Total | ||||||||||||
| January 1, 2025 | $ | 7,072 | $ | 43,987 | 301 | $ | 51,360 | |||||||||
| Additions during the period | 364 | 4,128 | 4,492 | |||||||||||||
| Transfers to capital long-term prepayments | - | 139 | 139 | |||||||||||||
| Asset retirement obligation - Change in estimate | (646 | ) | - | (646 | ) | |||||||||||
| Balance December 31, 2025 | $ | 6,790 | $ | 48,254 | 301 | $ | 55,345 | |||||||||
| Additions during the period | - | 3,517 | 3,517 | |||||||||||||
| Asset retirement obligation - Change in estimate | (109 | ) | - | (109 | ) | |||||||||||
| Balance March 31, 2026 | $ | 6,681 | $ | 51,771 | 301 | $ | 58,753 | |||||||||
| Accumulated Depreciation | ||||||||||||||||
| January 1, 2025 | $ | 10 | $ | - | 161 | $ | 171 | |||||||||
| Change for the period | 38 | - | 58 | 96 | ||||||||||||
| Balance December 31, 2025 | $ | 48 | $ | - | 219 | $ | 267 | |||||||||
| Change for the period | 18 | - | 14 | 32 | ||||||||||||
| Balance March 31, 2026 | $ | 66 | $ | - | 233 | $ | 299 | |||||||||
| Net Book Value | ||||||||||||||||
| Balance December 31, 2025 | $ | 6,742 | $ | 48,254 | 82 | $ | 55,078 | |||||||||
| Balance March 31, 2026 | $ | 6,615 | $ | 51,771 | 68 | $ | 58,454 | |||||||||
Majority of the Company’s property, plant, and equipment assets relate to the Refinery located near Temiskaming Shores, Ontario, Canada. The DoD retains title to certain construction in progress assets (Note 8) the remaining property, plant and equipment and construction in progress are pledged as security for the term loan (Note 10).
| Page 8 of 25 |
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
| 6. | Exploration and Evaluation Assets |
| January 1, 2025 | Foreign Exchange | December 31, 2025 | Foreign Exchange | March 31, 2026 | ||||||||||||||||
| Idaho, USA | 93,200 | (4,424 | ) | 88,776 | 1,509 | 90,285 | ||||||||||||||
All of the Iron Creek mineral properties are pledged as security for the term loan. Upon successful commissioning of the Refinery, the Iron Creek mineral properties will be released from the term loan 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.
| 7. | Asset Retirement Obligation |
As at March 31, 2026, the estimated cost of closure is $3,414. 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 March 31, 2026. The following assumptions were used to calculate the asset retirement obligation:
| · | Discounted cash flows of $2,268 (December 31, 2025 - $2,289); |
| · | Closure activities date in year 2073 (December 31, 2025 – 2073); |
| · | Risk-free discount rate of 3.90% (December 31, 2025 – 3.84%); and |
| · | Long-term inflation rate of 3.0% ((December 31, 2025 – 3.0%). |
The continuity of the asset retirement obligation at March 31, 2026 and December 31, 2025 are as follows:
| March 31, 2026 | December 31, 2025 | |||||||
| Balance at January 1, | $ | 2,289 | $ | 2,842 | ||||
| Change in estimate from discounting and estimate of costs | (109 | ) | (646 | ) | ||||
| Accretion | 88 | 93 | ||||||
| Balance | $ | 2,268 | $ | 2,289 | ||||
| Page 9 of 25 |
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
| 8. | Long-Term Government Loan Payable, Grants and Awards |
On November 24, 2020, the Company 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 $5,000 financing related to the recommissioning and expansion of the Refinery in Ontario. The contribution was 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, which was fully received during the year ended December 31, 2024.
Once construction is completed, the cumulative balance borrowed will be repaid in 19 equal quarterly instalments. The loan was discounted using a market rate between 7.0% and 17.1% with the resulting difference between the amortized cost and cash proceeds recognized as Government Grant. The FedNor loan required completion of the construction on or before June 30, 2025. On July 14, 2025, the completion of construction required by FedNor was extended to June 30, 2027 and governmental loans repayment commencement date was changed from June 2026 to June 2028.
The Company accounted for the extension of the repayment commencement date as an extinguishment of the original financial liability and recognized a new financial liability for the new extended loans. The extinguishment of original loans and recognition of amended loans resulted in a gain on extinguishment of $3,311, which has been recognized in Other non-operating loss in the statement of loss and other comprehensive loss. The fair value of the amended loan was estimated using fair market interest rate of 16%.
On June 10, 2024, the Company received $5,000 in contribution funding from Natural Resources Canada (“NRCan”) to support the development of its proprietary battery materials recycling technology.
On August 19, 2024, the Company was awarded US$20,000 by the U.S. Department of Defense (“DoD”). The award was made pursuant to Title III of the Defense Production Act (“DPA”) to expand domestic production capability.
Reimbursement received from DoD as at March 31, 2026 totals $3,124 (December 31, 2025 - $642). Once the conditions of the agreement are met the deferred government grant will be derecognized against the corresponding assets.
On March 31, 2026, the Company signed a binding investment agreement (the “Investment”) with the Government of Canada under the Strategic Resource Fund (“SRF”). The Investment provides for total federal funding of up to $20,000 toward eligible project costs, consisting of a non-repayable contribution of 25% of the total funding and a repayable contribution of up to 75%. The repayable portion is subject to a 15-year repayment term commencing in 2030 and bears interest based on a formula tied to the Company’s financial performance and other factors.
| Page 10 of 25 |
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
The following table sets out the balances of Government Loan and Government Grant received at March 31, 2026 and December 31, 2025:
| Government Loan | Government Grant | Total | ||||||||||
| Balance at January 1, 2025 | $ | 7,824 | $ | 3,124 | $ | 10,948 | ||||||
| FedNor Loan (Nickel Study) - Payment | (27 | ) | - | (27 | ) | |||||||
| Accretion | 368 | - | 368 | |||||||||
| Extinguishment of government loans | (8,017 | ) | - | (8,017 | ) | |||||||
| Recognition of new government loans due to extension of repayment commencement date | 4,706 | - | 4,706 | |||||||||
| Accretion | 342 | - | 342 | |||||||||
| Balance at December 31, 2025 | $ | 5,196 | $ | 3,124 | $ | 8,320 | ||||||
| Accretion | 191 | - | 191 | |||||||||
| Balance at March 31, 2026 | $ | 5,387 | $ | 3,124 | $ | 8,511 | ||||||
| 9. | Royalty |
On October 22, 2025, the Company entered into amended and restated royalty agreements resulting in an extinguishment of the previous royalty liability. The fair value of the amended Royalty was estimated at October 22, 2025 using a discounted cash flow model. The key inputs included the market interest rate of 11.125% and cash flows estimates of future operating and gross revenues. The loss on extinguishment amounting to $1,023 was included in other non-operating income (expense) in the condensed interim consolidated statement of loss and other comprehensive loss.
| March 31, 2026 | December 31, 2025 | |||||||
| Balance at January 1, | $ | 2,338 | $ | 1,283 | ||||
| Foreign exchange | - | (37 | ) | |||||
| Accretion | - | 58 | ||||||
| Extinguishment of royalty | - | (1,304 | ) | |||||
| Foreign exchange | 30 | (37 | ) | |||||
| Recognition of new royalty due to amendment | - | 2,327 | ||||||
| Accretion | 61 | 48 | ||||||
| Balance | $ | 2,429 | $ | 2,338 | ||||
| 10. | Term Loan |
The Term Loan issued in debt exchange of the convertible notes had an initial principal amount of $38,902 (US$27,795) and matures on October 22, 2028. The Term Loan bears interest on the unpaid principal amount at 8.99% per annum if paid by cash with payment every quarter.
The Company may elect to have, with respect to interest accrued on and to each interest payment date, all interest on the Term Loan being added to the outstanding principal amount of the Term Loan at a rate equal to 11.125% per annum (such capitalized interest, “PIK Interest”). All such PIK Interest shall thereafter constitute principal and bear interest on the terms of the Term Loan. The Term Loan is secured by a first priority security interest (subject to customary permitted liens) in substantially all of the Company’s assets.
| Page 11 of 25 |
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
The Term Loan is subject to customary events of default and basic positive and negative covenants. The Company is required to maintain a minimum liquidity balance of US$15,000 until it secures signed, binding commitments from the Government of Canada and from the Government of Ontario, after which the requirement is US$2,000. The Term Loan was measured at fair value on the extinguishment date of October 22, 2025 and was subsequently classified and measured at amortized cost. The fair value of the Term Loan on October 22, 2025 was estimated at $37,258 based on the finite difference valuation model, which included 12.8% market interest rate.
The Term Loan is accreted through the term of the Term Loan using effective interest rate of 12.8%. During the three months ended March 31, 2026, the Company recorded $1,101 of interest and $116 accretion expenses (For the three months ended March 31, 2025 - $Nil) and gain in foreign exchange of $136.
| 11. | US Warrants |
2026 Warrants
On April 3 and April 14, 2025, the Company issued 3,125,000 (“2026 Warrants”) to subscribers in a non-brokered private placement (Note 12). The warrant exercise price is denominated in US dollars, a currency different than the Company’s functional currency.
Therefore, the warrants were classified as a financial liability in the condensed interim consolidated statements of financial position. During the year ended December 31, 2025, the fair value of the warrants was estimated using the Black Scholes Option Pricing Model, using the following main inputs: volatility of 85% on issuance date, 61.79% - 121.59% on exercise dates, and 125% - 127.6% on December 31, 2025, share price of $1.38 - $1.50 on issuance date, $1.37 - $6.55 on exercise dates, and $1.11 on December 31, 2025 and risk-free rate of 2.40% - 2.58% on issuance date, 2.38% - 2.48% on exercise date, and 2.55% December 31, 2025, respectively.
The fair value of the warrants was estimated using the Black Scholes Option Pricing Model using the following main inputs on March 31, 2026: volatility of 49.4% - 52.5%, share price of $0.81 and risk-free rate of 2.79%.
The table below presents changes in 2026 Warrants during the year ended December 31, 2025 and for the three months ended March 31, 2026:
| Number of warrants | Fair value | |||||||
| Balance at January 1, 2025 | - | $ | - | |||||
| Issued | 3,125,000 | 1,150 | ||||||
| Changes in fair value | - | 8,112 | ||||||
| Exercised | (2,481,786 | ) | (9,066 | ) | ||||
| Balance at December 31, 2025 | 643,214 | $ | 196 | |||||
| Changes in fair value | - | (195 | ) | |||||
| Balance at March 31, 2026 | 643,214 | $ | 1 | |||||
The changes in fair value amounting to $(195) (December 31, 2025 – $8,112) was included in changes in fair value of US warrants in the condensed interim consolidated statement of loss and other comprehensive loss.
| Page 12 of 25 |
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
Pre-Funded Warrants
The fair value of the Pre-Funded Warrants is the same as the Company’s share price as at the corresponding valuation date. The table below presents changes in Pre-Funded Warrants during the year ended December 31, 2025 and for the three months ended March 31, 2026:
| Number of warrants | Fair value | |||||||
| Balance at January 1, 2025 | - | $ | - | |||||
| Issued | 31,735,657 | 73,309 | ||||||
| Changes in fair value | - | (36,698 | ) | |||||
| Exercised | (5,330,000 | ) | (7,302 | ) | ||||
| Balance at December 31, 2025 | 26,405,657 | $ | 29,309 | |||||
| Changes in fair value | - | (7,921 | ) | |||||
| Balance at March 31, 2026 | 26,405,657 | $ | 21,388 | |||||
The changes in fair value amounting to $(7,921) (December 31, 2025 - $(36,698)) was included in changes in fair value of US warrants in the condensed interim consolidated statement of loss and other comprehensive loss.
New Equity Offering Warrants
The fair value of the warrants was estimated using the Black Scholes Option Pricing Model using the following main inputs on March 31, 2026: volatility of 84.4%, share price of $0.81 and risk-free rate of 2.79%.
The table below presents changes in New Equity Offering Warrants during the year ended December 31, 2025 and for the three months ended March 31, 2026:
| Number of warrants | Fair value | |||||||
| Balance at January 1, 2025 | - | $ | - | |||||
| Issued equity exchange | 55,041,712 | 79,562 | ||||||
| Issued in equity offering | 46,000,000 | 18,597 | ||||||
| Changes in fair value | - | (46,006 | ) | |||||
| Balance at December 31, 2025 | 101,041,712 | $ | 52,153 | |||||
| Changes in fair value | - | (25,192 | ) | |||||
| Balance at March 31, 2026 | 101,041,712 | $ | 26,961 | |||||
The changes in fair value amounting to $(25,192) (December 31, 2025 - $(46,006)) was included in changes in fair value of US warrants in the consolidated statement of loss and other comprehensive loss.
2028 Warrants
On October 22, 2025, the Company cancelled the previously issued 2028 Warrants as part of the exchange agreement in which the convertible notes were equitized.
| Page 13 of 25 |
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
The table below presents changes in 2026 Warrants, Pre-Funded Warrants and New Equity Offering Warrants during the year ended December 31, 2025 and for the three months ended March 31, 2026:
| Number of warrants | Fair value | |||||||
| Balance at January 1, 2025 | - | $ | - | |||||
| Issued equity exchange | 135,902,369 | 172,618 | ||||||
| Changes in fair value | - | (74,592 | ) | |||||
| Exercised | (7,811,786 | ) | (16,368 | ) | ||||
| Balance at December 31, 2025 | 128,090,583 | $ | 81,658 | |||||
| Changes in fair value | - | (33,308 | ) | |||||
| Balance at March 31, 2026 | 128,090,583 | $ | 48,350 | |||||
| 12. | Shareholder’s Equity |
| a. | Authorized Share Capital |
The Company is authorized to issue an unlimited number of common shares without par value. As at March 31, 2026, the Company had 103,738,331 (December 31, 2025 – 98,982,239) common shares outstanding.
| b. | Issued Share Capital |
During the three months ended March 31, 2026, the Company issued common shares as follows:
| · | The Company issued 4,734,605 common shares at a weighted average price of $1.38 for gross proceeds of approximately $6,535 under its At The Market Offering Agreement (“ATM”). The transaction costs associated with these issuances were $267. On February 20, 2026, the Company upsized the ATM program to US$25,000, providing additional financial flexibility to fund working capital and expenditures related to refinery commissioning. |
During the year ended December 31, 2025, the Company issued common shares as follows:
| · | 5,330,000 Pre-Funded Warrants were exercised for a nominal exercise price (Note 11). The exercised Pre-Funded Warrants were measured at $7,302 on the exercise date which was recognized in share capital in the consolidated statements of shareholders’ equity. |
| · | 2,481,786 2026 Warrants were exercised for total proceeds of $4,894. The exercised 2026 Warrants were measured at $9,066 on the exercise date which was recognized in share capital in the consolidated statements of shareholders’ equity. |
| · | 65,544 broker warrants were exercised for total proceeds of $103. The exercised 2026 Warrants were measured at $42 on the exercise date which was recognized in share capital in the consolidated statements of shareholders’ equity. |
| · | The Company issued 26,975 and 15,340 common shares for the exercise of restricted shares and stock options for total proceeds of $39. |
| Page 14 of 25 |
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
| · | On April 14, 2025, the Company closed the first (occurring on April 3, 2025) and second tranches of its non-brokered private placement, raising aggregate gross proceeds of US$3,500 ($4,908). An aggregate of 3,125,000 units (each, a “Unit”) were issued at a price of US$1.12 per Unit under the private placement. Each Unit consists of one common share in the capital of the Company and one transferable common share purchase warrant (“2026 Warrants”), with each warrant entitling the holder to purchase one common share of the Company at a price of US$1.40 at any time for a period of eighteen (18) months following the issue date. In connection with the closing of the Offering, the Company incurred aggregate finders’ fees of $338, including $109 representing the value of 183,333 non-transferable finders’ warrants. Each finders’ warrant is exercisable to acquire one common share of the Company at an exercise price of US$1.12 until October 14, 2026. Finders’ warrants were measured at $109 using the Black-Scholes option pricing model with the following main assumptions: share price $1.50, volatility 85.0%, risk free rate 2.58%. |
The gross proceeds were allocated between common shares and 2026 Warrants, based on relative fair values and 2026 Warrants were allocated $1,150 on initial recognition. The residual balance of $3,759 was then allocated to the equity component (common shares issued). The transaction costs of $447 were allocated proportionately between the 2026 Warrants and the common shares. Transaction costs allocated to the common shares were accounted for as a deduction from equity of $338.
| · | Concurrently with the completion of the Equity Exchange, the Company completed New Equity Offering of 46,000,000 New Equity Offering Units, each consisting of one common share and one New Equity Offering Warrants to purchase one common share at a price of US$0.75 per New Equity Offering Unit. Each New Equity Offering Warrants or the 2028 Warrants entitling the holder thereof to purchase one common share at a price of US$1.25 for a period commencing on the date that is 60 days following the completion of the offering until October 22, 2028, Note 11. |
The Company incurred an aggregate cash commission of US$1,851 to the agents of the New Equity Offering. The Company also issued an aggregate of 2,416,884 non-transferable warrants to purchase common shares to the agents (the “Broker Warrants”). Each Broker Warrant entitles the holder to acquire one Common Share at US$0.75 per share, at any time on or before the date that is 36 months following the closing date of the New Equity Offering. Broker warrants were measured at $4,604 using the Black-Scholes option pricing model with the following main assumptions: share price $2.31, volatility 124.31%, risk free rate 2.39%.
The gross proceeds were allocated between common shares and New Equity Offering Warrants, based on relative fair values and New Equity Offering Warrants were allocated $18,597 on initial recognition. The residual balance of $29,720 was then allocated to the equity component (common shares issued). The transaction costs of $8,240 were allocated proportionately between the New Equity Offering Warrants and common shares. Transaction costs allocated to the equity component were accounted for as a deduction from equity of $5,078.
| 13. | Share Based Payments |
The Company adopted a long-term incentive plan (“LTIP”) on December 20, 2024, 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. The maximum number of shares that may be reserved for issuance under the LTIP is 3,150,000.
| Page 15 of 25 |
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
In 2024, the Company was approved to implement an employee share purchase plan (“ESPP”) to provide its employees an incentive to promote performance and growth potential over the long-term. The Company has reserved 250,000 common shares that can be issued under the ESPP.
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 generally vest in one year but cannot be exercised until the holder ceases to be a director or officer of the Company. DSUs are valued based on the market price of the Company’s common shares on the grant date. PSUs generally vest over 18 – 24 months 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 12 – 36 months. 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.
| a. | Stock Options |
During the three months ended March 31, 2026:
| · | On March 31, 2026, the Company issued 110,000 incentive stock options to an employee and consultant. The stock options are exercisable for three 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 $65 using the Black-Scholes Option Pricing Model, assuming a risk-free rate of 2.87% per year, an expected life of 3 years, expected volatility based on historical prices of 125%, no expected dividends and a share price of $0.81. The grant of these stock options are conditional upon approval by the shareholders and TSX Venture Exchange of amendments to increase the participation limits under the LTIP. |
| · | During the three months ended March 31, 2026, 21,487 DSUs were exercised. |
During the year ended December 31, 2025:
| · | On October 29, 2025, upon approval by shareholders at the annual general meeting on June 24, 2025, Electra issued 2,669,000 incentive stock options, 179,000 RSUs, and 271,000 DSUs to certain directors, officers, employees, and contractors. The stock options are exercisable for three years at $1.97 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 $3,835 using the Black-Scholes Option Pricing Model, assuming a risk-free rate of 2.36% per year, an expected life of 3 years, expected volatility based on historical volatility of 125%, no expected dividends and a share price of $1.97. |
| Page 16 of 25 |
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
| · | The RSUs will vest in two equal tranches on the first and second anniversaries of the grant date and may be settled in cash or shares at the discretion of the Company. The DSUs will be settled in shares when the holder ceases to serve as a director. |
| · | During the year ended December 31, 2025, 15,340 stock options were exercised for total proceeds of $39. |
| · | On January 1, 2025, the Company granted 125,000 stock options at an exercise price of $2.60 that will vest in two equal tranches on the first and second anniversaries of the grant date. The fair value of the options at the date of grant was $190 using the Black-Scholes Option Pricing Model, assuming a risk-free rate of 2.87% per year, expected life of 3 years, expected volatility based on historical volatility of 90.0%, no expected dividends and a share price of $2.60. |
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, 2025 | $ | 4.61 | 1,170,363 | |||||
| Granted | 2.00 | 2,794,000 | ||||||
| Expired | 12.94 | (21,297 | ) | |||||
| Exercised (Share price at $2.31) | 2.57 | (15,340 | ) | |||||
| Forfeited / Cancelled | 1.97 | (16,000 | ) | |||||
| Balance at December 31, 2025 | $ | 2.72 | 3,911,726 | |||||
| Granted | 0.81 | 110,000 | ||||||
| Forfeited / Cancelled | 2.04 | (526,500 | ) | |||||
| Balance at March 31, 2026 | $ | 2.78 | 3,495,226 | |||||
Incentive stock options outstanding and exercisable (vested) at March 31, 2026 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 | |||||||||||||||||
| $ | 0.81 | 110,000 | 3.00 | $ | 0.81 | - | $ | 0.81 | ||||||||||||||
| 1.97 | 2,189,000 | 2.58 | 1.97 | - | 1.97 | |||||||||||||||||
| 2.00 | 16,667 | 1.79 | 2.00 | 11,111 | 2.00 | |||||||||||||||||
| 2.60 | 62,500 | 0.16 | 2.60 | 62,500 | 2.60 | |||||||||||||||||
| 3.24 | 746,916 | 1.47 | 3.24 | 746,917 | 3.24 | |||||||||||||||||
| 3.28 | 250,000 | 1.41 | 3.28 | 250,000 | 3.28 | |||||||||||||||||
| 9.60 | 56,423 | 0.74 | 9.60 | 56,423 | 9.60 | |||||||||||||||||
| 18.52 | 15,000 | 1.08 | 18.52 | 15,000 | 18.52 | |||||||||||||||||
| 21.60 | 41,428 | 0.74 | 21.60 | 41,428 | 21.60 | |||||||||||||||||
| 24.84 | 7,292 | 0.04 | 24.84 | 7,292 | 24.84 | |||||||||||||||||
| Total | 3,495,226 | 2.19 | $ | 2.78 | 1,190,671 | $ | 4.47 | |||||||||||||||
During the three months ended March 31, 2026, the Company expensed $761 (the three months ended March 31, 2025 - $327) for options valued at share prices $0.81 to $9.60 as share-based payment expense.
| Page 17 of 25 |
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
Incentive stock options outstanding and exercisable (vested) at December 31, 2025 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 | |||||||||||||||||
| $ | 1.97 | 2,653,000 | 2.83 | $ | 1.97 | - | $ | 1.97 | ||||||||||||||
| 2.00 | 16,667 | 2.04 | 2.00 | - | 2.00 | |||||||||||||||||
| 2.60 | 125,000 | 2.00 | 2.60 | - | 2.60 | |||||||||||||||||
| 3.24 | 746,916 | 2.12 | 3.24 | 369,955 | 3.24 | |||||||||||||||||
| 3.28 | 250,000 | 1.66 | 3.28 | 250,000 | 3.28 | |||||||||||||||||
| 9.60 | 56,423 | 1.19 | 9.60 | 37,616 | 9.60 | |||||||||||||||||
| 12.84 | 15,000 | 1.86 | 12.84 | 15,000 | 12.84 | |||||||||||||||||
| 21.60 | 41,428 | 1.05 | 21.60 | 41,428 | 21.60 | |||||||||||||||||
| 24.84 | 7,292 | 0.29 | 24.84 | 7,292 | 24.84 | |||||||||||||||||
| Total | 3,911,726 | 2.52 | $ | 2.72 | 721,291 | $ | 5.06 | |||||||||||||||
During the year ended December 31, 2025, the Company expensed $1,412 (the year ended December 31, 2024 - $1,212) for options valued at share prices $1.94 to $24.84 as share-based payment expense.
| (b) | DSUs, RSUs and PSUs |
During the three months ended March 31, 2026, the Company has expensed $234 (the year ended December 31, 2025 - $254) for DSUs and $44 (the year ended December 31, 2025 - $41) for RSUs as share-based payment expense.
Deferred Shares Units
The Company’s DSUs outstanding at March 31, 2026 and December 31, 2025 were as follows:
Number of Units | March 31, 2026 | December 31, 2025 | ||||||
| Balance at January 1, | 428,085 | 157,085 | ||||||
| Granted | 159,959 | 271,000 | ||||||
| Exercised | (21,487 | ) | - | |||||
| Balance | 566,557 | 428,085 | ||||||
The grant of DSUs are conditional upon approval by the shareholders and TSX Venture Exchange of amendments to increase the participation limits under the LTIP.
| Page 18 of 25 |
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
Restricted Share Units
The Company’s RSUs outstanding at March 31, 2026 and December 31, 2025 were as follows:
Number of Units | March 31, 2026 | December 31, 2025 | ||||||
| Balance at January 1, | 179,000 | 26,975 | ||||||
| Granted | - | 179,000 | ||||||
| Exercised | - | (26,975 | ) | |||||
| Balance | 179,000 | 179,000 | ||||||
Performance Share Units
There were no PSUs outstanding at March 31, 2026 and December 31, 2025.
| 14. | Other Non-Operating Income (Expense) |
The Company’s Other Non-Operating Income (Expense) comprises the following for the three months ended March 31, 2026 and 2025:
| For the three months ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| Foreign exchange gain | $ | 248 | $ | 91 | ||||
| Interest expense | (1,380 | ) | (3,859 | ) | ||||
| Realized gain on marketable securities | - | 1 | ||||||
| Other non-operating expense | (191 | ) | (94 | ) | ||||
| $ | (1,323 | ) | $ | (3,861 | ) | |||
| 15. | Income (Loss) Per Share |
The following table sets forth the computation of basic and diluted loss per share for the three months ended March 31, 2026 and 2025:
| Page 19 of 25 |
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
For the three months ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| Numerator | ||||||||
| Net income (loss) for the period – basic | $ | 28,142 | $ | (12,680 | ) | |||
| Deduct – Change in fair value of pre-funded warrants | (7,920 | ) | - | |||||
| Net income (loss) for the period – adjusted for the effect of dilution | 20,222 | (12,680 | ) | |||||
| Denominator | ||||||||
| Basic – weighted average number of shares outstanding | 102,156,057 | 14,819,621 | ||||||
| Income (loss) Per Share – Basic | $ | 0.28 | $ | (0.86 | ) | |||
| Pre-funded warrants | 26,405,657 | - | ||||||
| DSUs | 353,156 | - | ||||||
| Stock options | 31,565 | - | ||||||
| Diluted – weighted average number of shares outstanding | 128,946,435 | 14,819,621 | ||||||
| Income (loss) Per Share – Diluted | $ | 0.16 | $ | (0.86 | ) | |||
Conversion option, share purchase warrants (other than prefunded warrants), certain stock options, RSUs and certain DSUs were excluded from the calculation of diluted weighted average number of common shares outstanding for the three months ended March 31, 2025 as they were anti-dilutive.
| 16. | Management of Capital |
The Company’s objectives when managing capital are to ensure it has sufficient cash available to support its future Refinery expansion and exploration activities; and ensure compliance with debt covenants under the convertible notes arrangement.
The Company manages its capital structure, consisting of cash and cash equivalents, share capital and debt (convertible notes and loans), and will make adjustments depending on the funds available to the Company for its future Refinery expansion and exploration activities. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.
Management reviews its capital management approach on an ongoing basis and believes that this approach, given the size of the Company, is reasonable. Other than the minimum liquidity balance covenant under the term loan arrangement, the Company is not subject to externally imposed capital requirements. The term loan arrangement does not impose any quantitative ratio covenants on the Company in the course of the normal construction and operation of its current assets.
| 17. | 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 condensed interim 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 20 of 25 |
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(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 | ||||||||||||||||||||
| March 31, 2026 | Fair value through profit or loss | Amortized cost | Level 1 | Level 3 | Total Fair Value | |||||||||||||||
| Assets: | ||||||||||||||||||||
| Cash and cash equivalents | $ | - | $ | 40,160 | $ | - | $ | - | $ | 40,160 | ||||||||||
| Restricted cash | - | 1,208 | - | - | 1,208 | |||||||||||||||
| Receivables | - | 790 | - | - | 790 | |||||||||||||||
| $ | - | $ | 42,158 | $ | - | $ | - | $ | 42,158 | |||||||||||
| Liabilities: | ||||||||||||||||||||
| Accounts payable and accrued liabilities | $ | - | $ | 5,618 | $ | - | $ | - | $ | 5,618 | ||||||||||
| Short-term deferred government grant | - | 3,124 | - | - | 3,124 | |||||||||||||||
| Long-term government loan payable | - | 5,387 | - | - | 5,387 | |||||||||||||||
| Term loan | - | 39,249 | - | - | 39,249 | |||||||||||||||
| US Warrants | 48,350 | - | - | 48,350 | 48,350 | |||||||||||||||
| Royalty | - | 2,429 | - | - | 2,429 | |||||||||||||||
| $ | 48,350 | $ | 55,807 | - | $ | 48,350 | $ | 104,157 | ||||||||||||
| Page 21 of 25 |
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
| Classification | ||||||||||||||||||||
| December 31, 2025 | Fair value through profit or loss | Amortized cost | Level 1 | Level 3 | Total Fair Value | |||||||||||||||
| Assets: | ||||||||||||||||||||
| Cash and cash equivalents | $ | - | $ | 39,024 | $ | - | $ | - | $ | 39,024 | ||||||||||
| Restricted cash | - | 1,208 | - | - | 1,208 | |||||||||||||||
| Receivables | - | 666 | - | - | 666 | |||||||||||||||
| $ | - | $ | 40,898 | $ | - | $ | - | $ | 40,898 | |||||||||||
| Liabilities: | ||||||||||||||||||||
| Accounts payable and accrued liabilities | $ | - | $ | 5,817 | $ | - | $ | - | $ | 5,817 | ||||||||||
| Short-term deferred government grant | - | 642 | - | - | 642 | |||||||||||||||
| Long-term government loan payable | - | 5,196 | - | - | 5,196 | |||||||||||||||
| Term loan | - | 38,168 | - | - | 38,168 | |||||||||||||||
| US Warrants | 81,658 | - | - | 81,658 | 81,658 | |||||||||||||||
| Royalty | - | 2,338 | - | - | 2,338 | |||||||||||||||
| $ | 81,658 | $ | 52,161 | - | $ | 81,658 | $ | 133,819 | ||||||||||||
Valuation techniques
| A) | 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 11.125% 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 3% increase or decrease in the effective interest rate would be a decrease of $338 (December 31, 2025 - $1,862) or an increase of $412 (December 31, 2025 - $928) to the fair value of the royalty.
| B) | Other Financial Derivative Liability (2026, Warrants, 2028 Warrants and New Offering Warrants) |
The Company uses the Black-Scholes Option Pricing Model. 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 51% for the 2026 Warrants. If the Company used an equity volatility that was higher or lower by 10%, the potential effect would be an increase of $2 (December 31, 2025 - $25) or a decrease of $1 (December 31, 2025 - $25) to the fair value of the embedded derivative.
The Company used an equity volatility of 84% for the 2028 Warrants (New Equity Offering Warrants). If the Company used an equity volatility that was higher or lower by 10%, the potential effect would be an increase of $2,317 (December 31, 2025 - $2,910) or a decrease of $2,369 (December 31, 2025 - $3,079) to the fair value of the embedded derivative.
The Company used an equity volatility of 84% for the Restructuring Warrants. If the Company used an equity volatility that was higher or lower by 10%, the potential effect would be an increase of $2,772 (December 31, 2025 - $3,481) or a decrease of $2,835 (December 31, 2025 - $3,584) to the fair value of the embedded derivative.
| Page 22 of 25 |
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
| 18. | 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.
As at March 31, 2026, the Company’s commitments relate to purchase and services commitments for work programs relating to Refinery expansion and payments under financing arrangements. The Company entered into a binding agreement for sale of cobalt sulfate. This is dependent on certain conditions that the Company has to fulfill by December 2026. If not met, the buyer has the option to amend or extend the agreement.
The Company had the following commitments as at March 31, 2026.
| 2026 | 2027 | 2028 | 2029 | Thereafter | Total | |||||||||||||||||||
| Purchase commitments | $ | 11,730 | $ | - | $ | - | $ | - | $ | - | $ | 11,730 | ||||||||||||
| Term loan | - | - | 53,774 | - | - | 53,774 | ||||||||||||||||||
| Government loan payments | 9 | 36 | 1,615 | 2,141 | 6,378 | 10,179 | ||||||||||||||||||
| Lease payments | 129 | 11 | - | - | - | 140 | ||||||||||||||||||
| Royalty payments 1 | - | - | 233 | 538 | 3,744 | 4,515 | ||||||||||||||||||
| $ | 11,868 | $ | 47 | $ | 55,622 | $ | 2,679 | $ | 10,122 | $ | 80,338 | |||||||||||||
1 Royalty payments are estimated amounts associated with the royalty agreements entered with the debt holders as part of the term loan. 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.
On March 19, 2026, the Company announced that it received notice from The Nasdaq Stock Market LLC stating that the Company is not in compliance with the minimum bid price requirement of US$1.00 per share 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 has 180 calendar days from the date of the Notice, or until September 14, 2026, to regain compliance with the minimum bid requirement, during which time the Company’s common shares will continue to trade on Nasdaq.
| 19. | 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, respectively.
| Page 23 of 25 |
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
| (a) | Segmented operating results for the three months ended March 31, 2026 and 2025: |
For the three months ended March 31, 2026 | Refinery | Exploration and Evaluation | Corporate and Other | Total | ||||||||||||
| Operating expenses | ||||||||||||||||
| Consulting and professional fees | $ | 177 | $ | 98 | $ | 909 | $ | 1,184 | ||||||||
| Exploration and evaluation expenditures | - | 55 | - | 55 | ||||||||||||
| General and administrative | 259 | - | 553 | 812 | ||||||||||||
| Investor relations and marketing | - | - | 143 | 143 | ||||||||||||
| Salaries and benefits | 295 | - | 549 | 844 | ||||||||||||
| Share-based payments | - | - | 805 | 805 | ||||||||||||
| Operating loss | $ | 731 | $ | 153 | $ | 2,959 | $ | 3,843 | ||||||||
| Changes in US Warrants | - | - | 33,308 | 33,308 | ||||||||||||
| Other non-operating loss | - | - | (1,323 | ) | (1,323 | ) | ||||||||||
| Income (loss) before taxes | $ | (731 | ) | $ | (153 | ) | $ | 29,026 | $ | 28,142 | ||||||
For the three months ended March 31, 2025 | Refinery | Exploration and Evaluation | Corporate and Other | Total | ||||||||||||
| Operating expenses | ||||||||||||||||
| Consulting and professional fees | $ | 153 | $ | - | $ | 848 | $ | 1,001 | ||||||||
| Exploration and evaluation expenditures | - | 41 | - | 41 | ||||||||||||
| General and administrative | 508 | - | 535 | 1,043 | ||||||||||||
| Investor relations and marketing | - | - | 92 | 92 | ||||||||||||
| Salaries and benefits | 499 | - | 753 | 1,252 | ||||||||||||
| Share-based payments | - | - | 327 | 327 | ||||||||||||
| Operating loss | $ | 1,160 | $ | 41 | $ | 2,555 | $ | 3,756 | ||||||||
| Unrealized gain on marketable securities | - | - | 4 | 4 | ||||||||||||
| Loss on financial derivative liability - Convertible Notes | - | - | (5,067 | ) | (5,067 | ) | ||||||||||
| Other non-operating loss | - | - | (3,861 | ) | (3,861 | ) | ||||||||||
| (Loss) before taxes | $ | (1,160 | ) | $ | (41 | ) | $ | (11,479 | ) | $ | (12,680 | ) | ||||
| (b) | Segmented assets and liabilities as at March 31, 2026 and December 31, 2025: |
| Total Assets | Total Liabilities | |||||||||||||||
| March 31, 2026 | December 31, 2025 | March 31, 2026 | December 31, 2025 | |||||||||||||
| Refinery | $ | 62,363 | $ | 56,443 | $ | 8,192 | $ | 12,493 | ||||||||
| Exploration and Evaluation 1 | 90,392 | 88,884 | 25 | 53 | ||||||||||||
| Corporate and Other | 40,063 | 40,237 | 101,400 | 126,768 | ||||||||||||
| $ | 192,818 | $ | 185,564 | $ | 109,617 | $ | 139,314 | |||||||||
1 Total non-current assets comprising of exploration and evaluation assets in the amount of $90,285 (December 31, 2025 - $88,776) are located in Idaho, USA. All other assets are located in Canada.
| Page 24 of 25 |
ELECTRA BATTERY MATERIALS CORPORATION
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
| 20. | 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 March 31, 2026 and 2025, the following fees to management personnel and directors.
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Management | $ | 284 | $ | 665 | ||||
| Directors’ fees | 65 | 47 | ||||||
| $ | 349 | $ | 712 | |||||
During the three months ended March 31, 2026, the Company had share-based payments made to management and directors of $934 (for the three months ended March 31, 2025 - $235).
As at March 31, 2026, the accrued liabilities balance for related parties was $1,407 (December 31, 2025 - $1,582, which relates mainly to compensation accruals.
| 21. | Subsequent Events |
| · | Subsequent to March 31, 2026, the Company issued 1,674,750 common shares at a weighted average price of $0.91 for gross proceeds of approximately $1,522 under its At The Market Offering Agreement (“ATM”). The transaction costs associated with these issuances were $52. |
Page 25 of 25
Exhibit 99.2
ELECTRA BATTERY MATERIALS CORPORATION MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025
(EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)
|
ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
| Contents | |
| General | 3 |
| Company Information | 3 |
| Recent Developments | 3 |
| Projects & Outlook | 5 |
| Summary of Quarterly Results | 7 |
| Financial & Operating Results for the Three Months Ended March 31, 2026 | 8 |
| Selected Quarterly Financial Information | 8 |
| Capital Structure, Resources & Liquidity | 9 |
| Capital Structure | 9 |
| Liquidity | 10 |
| Commitments | 10 |
| Related Party Transactions | 11 |
| Off Balance Sheet Arrangements | 11 |
| Financial Instruments | 11 |
| Risk Management | 11 |
| Financial Risk Factors | 11 |
| Business Risks and Uncertainties | 12 |
| Research and Development, Patents and Licenses, etc | 15 |
| Trend Information | 15 |
| Significant Accounting Estimates | 15 |
| Future Changes in Accounting Policies & Initial Adoption | 15 |
| Internal Control Over Financial Reporting | 16 |
| Cautionary Statement Regarding Forward-Looking Statements | 17 |
| Page 2 of 3 |
ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
This Management’s Discussion and Analysis (“MD&A”) of Electra Battery Materials Corporation (“Electra” or the “Company”) was prepared as at May 13, 2026 and provides analysis of the Company’s financial results for the three months ended March 31, 2026 and 2025. The information herein should be read in conjunction with the condensed interim consolidated financial statements for the three months ended March 31, 2026 and 2025 and the consolidated financial statements for the years ended December 31, 2025, and 2024 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.
Electra Battery Materials Corporation 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 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, and the acquisition and exploration of resource properties. The Company is focused on building a diversified portfolio of assets that are highly leveraged to the battery supply chain with assets located primarily 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 (the “common shares”) are listed on the TSX Venture Exchange (“TSXV”) and on the Nasdaq Capital Market (“Nasdaq”) and trades under the symbol ELBM on both exchanges.
The Company’s registered and records office is 40 Temperance Street, Suite 3200, Bay Adelaide Centre – North Tower, Toronto, Ontario, Canada M5H 0B4. The Company’s head office is located at 133 Richmond Street W, Suite 602, Toronto, Ontario, M5H 2L3.
Three months ended March 31, 2026 and through the date of this document
(includes some history for context)
During 2025, the Company established the foundation to advance its refinery project through a series of financing and restructuring initiatives that strengthened its balance sheet and improved financial flexibility. These efforts included equity financings, the deferral of interest payments, and a comprehensive recapitalization completed in October 2025, which significantly reduced outstanding debt and extended maturities. In parallel, the Company advanced discussions with government partners, including executing non-binding funding commitments from the Government of Canada and Invest Ontario. Building on this foundation, the Company made significant progress during the three months ended March 31, 2026 in advancing construction, strengthening its commercial position, and enhancing financial flexibility.
| Page 3 of 4 |
ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
Construction and Development of the Cobalt Sulfate Refinery
On January 8, 2026, the Company provided a Refinery construction update indicating that exterior pipe racks connecting key process buildings had been completed, with civil, structural, concrete and tank installation work underway. Site preparation, parking, power services and support areas were reported as largely complete.
On February 3, 2026, the Company announced it had awarded a contract valued at approximately US$6,100 ($8,300) to EXP Services Inc. to provide engineering, project management and construction management support during the construction phase of the Refinery.
On February 23, 2026, the Company announced that its Board of Directors (the “Board” or the “Board of Directors”) approved a US$73,000 construction budget and execution schedule to complete the Refinery. Under the approved schedule, early commissioning of select utilities and circuits is expected to begin in the fourth quarter of 2026, with mechanical completion targeted for the second quarter of 2027 and commercial production anticipated in the fourth quarter of 2027.
On March 10, 2026, the Company announced a strategic supply agreement with LG Energy Solution (“LGES”) to supply battery-grade cobalt sulfate from Electra’s Refinery. The agreement represents an important step in establishing long-term commercial relationships with global battery manufacturers and supports the development of a secure North American battery materials supply chain. The supply agreement is expected to support LGES’s North American battery manufacturing operations once Electra’s Refinery reaches commercial production.
On March 19, 2026, the Company confirmed the completion of its early works at the Refinery and the transition toward full-scale construction. The update noted that key infrastructure is in place, major equipment has been procured, and construction sequencing has been defined, positioning the project to advance toward mechanical completion and commissioning.
April 9, 2026, the Company awarded approximately $7,800 in construction contracts related to key infrastructure with defined construction scopes across key process areas, bringing additional portions of the refinery into active execution at the Refinery. The awards included contracts of approximately $6,800 for structural, mechanical and piping work associated with the Refinery’s crystallizer circuit and $1,000 for construction of the Refinery’s silo building, including structural and civil works associated with dry product storage, handling, and final packaging infrastructure.
On May 13, 2026, the Company announced the award of a further $24,900 in construction contracts to WB Melback Corporation. The contract covers the solvent extraction (SX) building scope including concrete and civil works, structural steel erection, piping installation, and electrical and instrumentation. Electra has issued an LNTP to initiate early execution activities while the parties finalize a definitive construction agreement.
Financing, Balance Sheet Restructuring and Capital Markets Activity
Subsequent to the quarter end, on May 4, 2026, the Company announced a definitive investment agreement with the Government of Canada under the Strategic Response Fund, securing $20,000 in funding to support completion and commissioning of its refinery. This agreement converts the previously announced non-binding Letter of Intent into a firm commitment.
On December 22, 2025, the Company established an at-the-market (“ATM”) equity program with H.C. Wainwright & Co. to sell up to US$5,500 of common shares at prevailing market prices, providing a flexible capital-raising tool. On February 20, 2026, the Company increased the size of the ATM program to US$25,000. During the three months ending March 31, 2026, the Company issued 4,734,605 common shares under the ATM at a weighted average price of $1.38 per share, generating proceeds of approximately $6,268 net of transaction costs.
On February 28, 2026, the Company’s Chief Financial Officer, Marty Rendall departed to pursue another executive opportunity. David Allen, who previously served as Electra’s Chief Financial Officer for 2024, has returned as Interim CFO effective February 28, 2026, while the Company conducts a search for a permanent successor.
| Page 4 of 5 |
ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
On March 19, 2026, the Company announced that it received notice from The Nasdaq Stock Market LLC stating that the Company is not in compliance with the minimum bid price requirement of US$1.00 per share 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 has 180 calendar days from the date of the Notice, or until September 14, 2026, to regain compliance with the minimum bid requirement, during which time the Company’s common shares will continue to trade on Nasdaq.
Projects & Outlook
The Company’s vision is to build a North American supply of battery materials with a focus on refining material from mining operations and from the recycling of battery scrap and end of life batteries. 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. The Idaho Properties include the Iron Creek Project and other minerals projects. The Company also holds royalty interests over several silver and cobalt properties in Ontario known as the Cobalt Camp.
The Refinery
The Company is advancing the expansion and recommissioning of its Refinery, positioning it to become the first refiner of battery-grade cobalt sulfate in North America. Electra’s primary focus is on executing construction and progressing the Refinery toward production.
The permitted Refinery is designed to produce an initial 5,120 tonnes per annum (tpa) of battery-grade cobalt sulfate, with feedstock sourced from responsibly managed mining operations in the Democratic Republic of Congo. The Company, following initial commissioning at 5,120 tpa, plans to increase production capacity to approximately 6,500 tpa through targeted expansion of key refinery circuits, aligning with the crystallization circuit’s full capacity. Equipment has been sized and installed to support this planned expansion.
Future growth initiatives may include recycling black mass from spent or off-spec lithium-ion batteries sourced from various battery shredders in the United States and other regions; constructing a nickel sulfate plant, potentially providing essential components (excluding manganese) to attract a precursor manufacturer to integrate with the Company’s refining operations; and adjusting the Refinery’s specifications and leaching process to accept North American–mined cobalt.
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 global cobalt market and 100% of the North American cobalt sulfate supply. The study indicated strong operating margins at the asset level.
In 2025, the Company advanced a staged restart of construction activities. An early works program launched in June 2025 was completed in September 2025, reducing remobilization timelines and positioning the project for an efficient restart. Following completion of financing and restructuring initiatives, full construction activities were reactivated in November 2025, marking the transition to full project mobilization.
During the first quarter of 2026, the Company made significant progress advancing construction and execution readiness. Key infrastructure, including exterior pipe racks, was completed, with civil, structural, and tank installation work progressing. The Company awarded a US$6,100 contract for engineering, project management and construction management support, and approved a US$73,000 construction budget and execution schedule.
| Page 5 of 6 |
ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
Commissioning is expected to begin in the fourth quarter of 2026, with mechanical completion targeted for the second quarter of 2027 and commercial production anticipated in the fourth quarter of 2027.
The Company also strengthened its commercial position, entering into a strategic supply agreement with LG Energy Solution for battery-grade cobalt sulfate, supporting future sales into the North American battery market.
Subsequent to quarter-end, the Company continued to advance construction through the award of additional contracts across key process areas, including structural, mechanical and piping work, as well as dry product handling and packaging infrastructure. In addition, the Company executed a definitive $20,000 investment agreement with the Government of Canada under the Strategic Response Fund, converting prior non-binding support into a firm funding commitment.
Refining & Recycling of Black Mass
Black mass is the material left after expired lithium-ion batteries are shredded and their casings removed. It contains high-value elements including nickel, cobalt, manganese, copper, lithium, and graphite, which can be recycled to make new batteries. With increasing demand for these metals and a projected supply shortage of sustainable critical minerals such as nickel and cobalt, black mass recycling is increasingly important to the EV battery supply chain. McKinsey & Company predicts that available battery materials for recycling will grow by 20% per year through 2040.
In February 2023, Electra completed the first plant-scale recycling of black mass material in North America, successfully recovering key metals including nickel, cobalt, and graphite using its proprietary process. By March 2023, the plant was also recovering lithium and successfully produced mixed hydroxide precipitate (MHP) at contained metal grades for nickel and cobalt above quoted market specifications. The trial also recovered copper and manganese. In the fall of 2024, the Company achieved a key milestone, producing lithium carbonate with greater than 99% purity, or technical grade, confirming it can produce high-quality, battery-grade materials from recycled black mass. To date, the Company has shipped approximately 28 tonnes of MHP to customers.
This has attracted interest from companies in the battery supply chain looking for North American refining solutions, and in 2024, the Company received a $5,000 funding commitment from Canada’s Critical Mineral Research Development & Demonstration Program to demonstrate that its hydrometallurgical process can recycle black mass on a continuous production basis, to prove it is scalable, profitable, and reproducible at other locations.
In mid-2025, the Company completed a feasibility level Class 3 Engineering study for the construction of a modular battery recycling facility adjacent to its Refinery, building on the technology and expertise accumulated during a year-long black mass recycling trial, whereby Electra produced technical grade lithium and a nickel and cobalt product from end-of-life lithium batteries.
The Refinery facility will be designed to recover lithium, nickel, cobalt, manganese, copper and graphite from lithium-ion battery manufacturing scrap and end of life batteries using the Company’s hydrometallurgical process. The next phase of work, funded in part by Natural Resources Canada, will involve operating and recycling process under continuous and semi-continuous conditions to simulate commercial scale throughput.
Exploration & Evaluation Assets
The Company is focused on building a North American battery materials supply chain. The Company’s Idaho Properties include the Iron Creek Project, its flagship exploration property, with a March 2023 resource estimate (the “2023 MRE”). The properties cover approximately 3,260 hectares with both patented and unpatented claims, as well as 600 meters of underground drifting. In addition to the Iron Creek resource, there are numerous cobalt-copper targets on the property.
The 2023 MRE includes a mineral resource estimate based on all drilling conducted through the end of 2022. The resource 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 as sufficient drilling has not been performed 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.
| Page 6 of 7 |
ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
In July 2024, the Company announced a previously unknown copper surface showing, the Malachite Hill Copper Showing (the “MHS”), on an unexplored boundary area of the portion of the Idaho properties claims subject to the earn-in and joint venture agreement among the Company, though Idaho Cobalt Company, Borah Resources and Phoenix Copper (the “Redcastle Agreement”). The Malachite Copper Showing was discovered in 2023 and 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) kilometers along strike (southeast) of Electra’s Ruby cobalt-copper target.
In the latter half of 2024, the Company received a Decision Notice for the Iron Creek exploration drilling from U.S. Forestry Service. The 10-year exploration permit allows the Company to undertake exploration activities including setting up 91 drilling locations, along with constructing temporary access roads and staging areas, over 11.3 acres of the Idaho properties.
In October 2025, Electra launched a new program to advance mineral deposit modeling and feedstock integration at its Iron Creek Project. In partnership with the Centre to Advance the Science of Exploration to Reclamation in Mining (CASERM) at the Colorado School of Mines, Electra is conducting geological research at Iron Creek using short-wave infrared hyperspectral imaging to refine its geological model and guide a potential 2026 drilling program. Bulk sampling from Adit #1 will support metallurgical testing to validate processing parameters and evaluate future feedstock compatibility with the refinery.
Electra holds a significant land position in the Idaho Cobalt Belt, including the Iron Creek deposit and the highly prospective Ruby target area.
Asset Value Continuity
| January 1, 2025 | Foreign Exchange | December 31, 2025 | Foreign Exchange | March 31, 2026 | ||||||||||||||||
| Idaho, USA | 93,200 | (4,424 | ) | 88,776 | 1,509 | 90,285 | ||||||||||||||
Summary of Quarterly Results
| March 31, 2026 | December 31, 2025 | |||||||
| ($) | ($) | |||||||
| Financial Position | ||||||||
| Current Assets | 42,871 | 40,502 | ||||||
| Exploration and Evaluation Assets | 90,285 | 88,776 | ||||||
| Property, plant and equipment | 58,454 | 55,078 | ||||||
| Total Assets | 192,818 | 185,564 | ||||||
| Current Liabilities | 57,151 | 88,172 | ||||||
| Long-term Liabilities | 52,466 | 51,142 | ||||||
| Three months ended March 31, 2026 | Three months ended March 31, 2025 | |||||||
| Operations | ||||||||
| General and administrative | 812 | 1,043 | ||||||
| Consulting and professional fees | 1,184 | 1,001 | ||||||
| Exploration and evaluation expenditures | 55 | 41 | ||||||
| Investor relations and marketing | 143 | 92 | ||||||
| Salary and benefits | 844 | 1,252 | ||||||
| Share-based payments | 805 | 327 | ||||||
| Page 7 of 8 |
ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
| Total Operating Expenses | 3,843 | 3,756 | ||||||
| Change in fair value of marketable securities | — | 4 | ||||||
| Gain (loss) on financial derivative liability – Convertible Notes | — | (5,067 | ) | |||||
| Changes in fair value of US Warrant | 33,308 | — | ||||||
| Other non-operating expense | (1,323 | ) | (3,861 | ) | ||||
| Net income (loss) | 28,142 | (12,680 | ) | |||||
| Basic income (loss) per share | 0.28 | (0.86 | ) | |||||
| Diluted income (loss) per share | 0.16 | (0.86 | ) |
Financial & Operating Results for the Three Months Ended March 31, 2026
During the three months ended March 31, 2026, the Company recorded a net income of $28,142 (compared to a net loss of $12,680 for the three months ended March 31, 2025), and a basic earnings per share of $0.28 and diluted earnings per share of $0.16 (compared to a basic and diluted loss per share of $0.86 for the three months ended March 31, 2025).
| · | Net income for the quarter was primarily driven by non-cash fair value adjustments, while underlying results reflect continued investment in refinery construction, improving balance sheet strength, and disciplined cost management. |
| · | Current liabilities decreased significantly to $57,151 from $88,172 at December 31, 2025, primarily due to the revaluation of the US warrants. Long-term liabilities increased slightly to $52,466 from $51,142, mainly due to payment-in-kind (“PIK”) interest on the Term Loan being added to the outstanding principal balance. |
| · | General and administrative expenses decreased to $812 from $1,043, primarily due to the capitalization of certain Refinery-related costs that were expensed in the prior period as the construction resumed at the Refinery. |
| · | Consulting and professional fees were $1,184 for the three months ended March 31, 2026 compared to $1,001 for the three months ended March 31, 2025, largely reflecting higher consulting activity. |
| · | Salary and benefits were $844 for the three months ended March 31, 2026, compared to $1,252 for the three months ended March 31, 2025 primarily due to lower corporate headcount and lower incentive compensation relative to the prior period. |
| · | Share-based payments for the three months ended March 31, 2026, of $805 compared to $327 for the three months ended March 31, 2025, driven by the quantity and timing of options granted and corresponding expensing thereof. |
| · | Exploration and evaluation expenditures were $55 for the three months ended March 31, 2026, compared to $41 for the three months ended March 31, 2025, with the variance attributable to the timing of annual claims fees. |
| · | Changes in fair value of US Warrants of $33,308 compared to $Nil for the same period in 2025. The US Warrants are in connection with the April 2025 private placement, the October 2025 private placement, and the Restructuring fair value which have decreased in fair value and did not exist in the same period in 2025. |
| · | Other non-operating expense of $1,323 for the three months ended March 31, 2026 decreased from $3,861 for the three months ended March 31, 2025 due to decreased transactions costs related to the Restructuring. |
Selected Quarterly Financial Information
| For the three months ended, | Net income (loss) | Basic Income (loss) per share |
Diluted Income (loss) per share |
Total assets | ||||||||||||
| March 31, 2026 | $ | 28,671 | $ | 0.28 | $ | 0.16 | $ | 193,347 | ||||||||
| December 31, 2025 | (114,045 | ) | (1.47 | ) | (1.47 | ) | 185,564 | |||||||||
| September 30, 2025 | (4,735 | ) | (0.27 | ) | (0.27 | ) | 148,082 | |||||||||
| June 30, 2025 | (2,005 | ) | (0.11 | ) | (0.11 | ) | 145,600 | |||||||||
| March 31, 2025 | (12,680 | ) | (0.86 | ) | (0.86 | ) | 151,432 | |||||||||
| December 31, 2024 | (8,666 | ) | (0.61 | ) | (0.61 | ) | 151,447 | |||||||||
| September 30, 2024 | (2,941 | ) | (0.21 | ) | (0.21 | ) | 144,715 | |||||||||
| June 30, 2024 | (5,772 | ) | (0.41 | ) | (0.41 | ) | 148,169 | |||||||||
| Page 8 of 9 |
ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
Capital Structure, Resources & Liquidity
As of the date of this MD&A, the Company has 105,413,081 common shares and 26,405,657 Pre-funded Warrants issued and outstanding. In addition, there are outstanding share purchase warrants and stock options for a further 104,219,599 and 3,487,935 common shares, respectively. The Company currently has 566,557 Deferred Share Units (“DSUs”), 179,000 Restricted Share Units (“RSUs”) and no Performance Share Units (“PSUs”) outstanding 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 | |||||||||
| April 3 and 14, 2025 | October 3 and 14, 2026 | 761,003 | US$1.38 | |||||||||
| October 22, 2025 | October 22, 2028 | 46,000,000 | US$1.25 | |||||||||
| October 22, 2025 | October 22, 2028 | 55,041,712 | US$1.25 | |||||||||
| October 22, 2025 | October 22, 2028 | 2,416,884 | US$0.75 | |||||||||
| October 22, 2025 | October 22, 2028 | 26,405,657 | Pre-funded | |||||||||
| 130,625,256 |
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 is appropriate, given the size of the Company.
As at March 31, 2026, the Company’s debt consists of a term loan with a carrying value of $40,683 (US$29,186), inclusive of payment-in-kind interest. The term loan matures in October 2028 and bears interest at 8.99% if paid in cash or 11.125% if paid in kind, at the Company’s election. In addition, the Company’s capital structure also includes government loans with repayment commencing in June 2028 following an extension of the project completion timeline to June 30, 2027.
The current capital structure reflects the comprehensive financial restructuring completed in October 2025, pursuant to which the Company eliminated its outstanding convertible notes, reduced overall debt levels, and extended maturities.
The Company will continue to observe markets with respect to various funding alternatives including equity and debt financing to ensure its liquidity and capital resources are sufficient to fund Refinery expenditures. The Company may also require working capital funding as a result of timing of cash inflows and outflows in conjunction with the ramp up of operations.
Nasdaq Compliance
On March 16, 2026, the Company received a Deficiency Notice indicating that it is not in compliance with the Minimum Bid Price Requirement. In accordance with Nasdaq rules, the Company has been granted an initial 180-day compliance period or until September 14, 2026, to regain compliance, which requires the closing bid price of its common shares to meet or exceed US$1.00 for a minimum of 10 consecutive business days. If necessary, the Company may be eligible for an additional 180-day compliance period and retains the option to implement a reverse stock split until its next annual meeting of shareholders, under the shareholder approval obtained at the Company’s October 15, 2025 special meeting, subject to applicable approvals.
| Page 9 of 10 |
ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
Liquidity
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 debt covenants.
At March 31, 2026, the Company had unrestricted cash of $40,160 (December 31, 2025 - $39,024) compared to accounts payable and accrued liabilities of $5,618 (December 31, 2025 - $5,817).
As of the date of this MD&A, the Company believes that, subject to completion of the remaining Ontario government financing initiative, it has sufficient financial resources necessary to complete the construction of the Refinery, however additional capital may be required to complete commissioning and other activities.
The Company had the following summarized cash flows:
|
Three months ended March |
| Three months ended March | |||||
| Cash (used) in operating activities | $ | (4,076 | ) | $ | (173 | ) | ||
| Cash (used) in by investing activities | (3,517 | ) | (322 | ) | ||||
| Cash provided by/ (used in) financing activities | 8,736 | (22 | ) | |||||
| Change in cash during the period | 1,143 | (517 | ) | |||||
| Effect of exchange rates | (7 | ) | 17 | |||||
| Cash, beginning of period | 39,024 | 3,717 | ||||||
| Cash, end of the period | $ | 40,160 | $ | 3,217 | ||||
Cash used in operating activities was $4,076 during the three months ended March 31, 2026, compared to $173 used in operating activities during the three months ended March 31, 2025. The increase in cash used in operating activities was driven primarily by changes in working capital.
Cash used in investing activities was $3,517 during the three months ended March 31, 2026, compared to $322 during the three months ended March 31, 2025. The increase in cash used in investing activities relates to an increase in capital spending related to the Refinery.
Cash flows provided by financing activities were $8,736 during the three months ended March 31, 2026, compared to cash flows used by financing activities of $22 during the three months ended March 31, 2025. The change was primarily driven by proceeds from the ATM, net of transaction costs.
Commitments
From time to time, the Company and/or its subsidiaries may become defendants in legal actions, and the Company may 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. The Company entered into a binding agreement for sale of cobalt sulfate. This is dependent on certain conditions that the Company has to fulfill by December 2026. If not met, the Company has the option to amend or extend the agreement.
The Company’s commitments relate to purchase and services commitments for work programs relating to refinery expansion and payments under financing arrangements.
| Page 10 of 11 |
ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
The Company had the following commitments as of March 31, 2026:
| 2026 | 2027 | 2028 | 2029 | Thereafter | Total | |||||||||||||||||||
| Purchase commitments | $ | 11,730 | $ | — | $ | — | $ | — | $ | — | $ | 11,730 | ||||||||||||
| Term loan | — | — | 53,774 | — | — | 53,774 | ||||||||||||||||||
| Government loan payments | 9 | 36 | 1,615 | 2,141 | 6,378 | 10,179 | ||||||||||||||||||
| Lease payments | 129 | 11 | — | — | — | 140 | ||||||||||||||||||
| Royalty payments 1 | — | — | 233 | 538 | 3,744 | 4,515 | ||||||||||||||||||
| $ | 11,868 | $ | 47 | $ | 55,622 | $ | 2,679 | $ | 10,122 | $ | 80,338 | |||||||||||||
1 Royalty payments are estimated amounts associated with the royalty agreements entered with the debt holders as part of the October 2025 Term Loan. 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.
The Company has recorded a provision for environmental remediation, reclamation and decommissioning for its Ontario assets. For the Refinery, a liability of $2,268 has been recorded as at March 31, 2026, 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 Company’s Board of Directors.
The Company paid and/or accrued during the three months ended March 31, 2026 and 2025, the following fees to management personnel and directors.
For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Management | $ | 284 | $ | 665 | ||||
| Directors’ fees | 65 | 47 | ||||||
| $ | 349 | $ | 712 | |||||
During the three months ended March 31, 2026, the Company had share-based payments made to management and directors of $934 (for the three months ended March 31, 2025 - $235).
As at March 31, 2026, the accrued liabilities balance for related parties was $1,407 (December 31, 2025 - $1,582), which relates mainly to compensation accruals.
The primary reason for lower year over year fees to management personnel and directors for the three months ended March 31, 2026 is higher compensation related accruals during the 2025 period.
Off Balance Sheet Arrangements
The Company currently has no off-balance sheet arrangements.
Financial Instruments
Refer to Note 21 of the Company’s consolidated financial statements for the years ended December 31, 2025 and 2024.
Risk Management
Financial Risk Factors
The Company’s risk exposure and the impact on the Company’s financial instruments are summarized below:
| Page 11 of 12 |
ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. As of the date of this MD&A, the Company believes that, subject to completion of the remaining Ontario government financing initiative, it has sufficient financial resources necessary to meet its existing business needs for at least the next 12 months. 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 interest and principal related to the term debt. Repayment of the interest-free loan from Canada’s Critical Mineral Research Development & Demonstration Program begins in 2028. In conjunction with the October 2025 Term Loan, the Company is subject to a reportable minimum reportable cash balance requirement of US$15,000.
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. The 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 March 31, 2026.
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 term debt is denominated in US dollars and fluctuations in foreign exchange rates will impact the Canadian dollar amounts required to settle interest and principal payments. The Company has not used derivative instruments to reduce its exposure to foreign currency risk nor has it entered into 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, as of the date of this MD&A and, as a result of the Restructuring and October 2025 Financing, the Company believes that, subject to completion of various government financing initiatives, it has sufficient financial resources necessary to complete the construction of the Refinery, however additional capital may be required to complete commissioning and other activities. The Company will continue to actively monitor funding markets, including debt and equity, in the event it needs 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 may cast 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.
| Page 12 of 13 |
ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
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.
Please refer to the factors set out under “Risk Factors” in our annual report on Form 20-F for the year ended December 31, 2025 dated March 27, 2026 (“Annual Report”) for further information about risk factors related to our ability to obtain sufficient funding and/or raise debt or equity capital in the future, including in the event that we are not able to continue to maintain the listing of our common shares on Nasdaq.
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 which include ongoing interest 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 October 2025 Term Loan, which include minimum liquidity of US$15,000. Should the Company breach a covenant or be unable to service the debt, the assets pledged may be transferred to the lenders.
Macroeconomic Risks
Political and economic instability (including ongoing conflicts in Ukraine, the Gaza Strip and Iran), 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.
| Page 13 of 14 |
ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
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 aims to compete in the burgeoning North American critical minerals industry with the completion of the 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.
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 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.
| Page 14 of 15 |
ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
U.S. Legislative and Regulatory Policies.
The current U.S. administration previously significantly increased tariffs on U.S. imports. In 2026, the current U.S. presidential administration has continued to threaten the enactment of additional tariffs on Canada that are as high as 100%. These tariffs have been in many cases amended, postponed, or changed in other ways since their initial announcements, including a subsequent exemption for goods compliant with the United States-Mexico-Canada Agreement, which the U.S. presidential administration is reportedly considering pulling out of. Although the United States Supreme Court recently struck down many of the administration’s tariffs as unconstitutional, the administration has responded by initiating investigations under the Trade Act of 1974 against certain countries, including Canada, whose goal is to reimpose the tariffs through alternate means. This has resulted in uncertainty over the quantum and duration of tariffs, and this lack of clarity has made it difficult to manage and mitigate the impacts of tariffs. In response to these tariffs, other countries have limited their trade with the United States and have retaliated through their own restrictions and/or increased tariffs, among other actions. In particular, there is uncertainty regarding U.S. tariffs and support for existing treaty and trade relationships, including with Canada, which has been targeted by the current U.S. presidential administration and there is substantial uncertainty as to further actions that may be taken under the current U.S. presidential administration with respect to U.S. trade policy. Implementation by the U.S. government of new legislative or regulatory policies could impose additional costs on us, or otherwise negatively impact us, which may have a material adverse effect on our business, financial condition and operations. In addition, this uncertainty may adversely impact: (i) the ability of companies to transact business with companies such as us; (ii) global stock markets (including the TSXV and Nasdaq); and (iii) general global economic conditions. We continue to evaluate the evolving status of tariffs, retaliatory tariffs, and tariff countermeasures. All these factors are outside of our control, but may nonetheless lead us to adjust our strategy to compete effectively in global markets.
Additional information on risks and uncertainties relating to the Company’s business is provided in the Company’s Annual Report under the heading “Risk Factors”. Additional information relating to Electra, including the Annual Report, is available on SEDAR+ at www.sedarplus.com. The Company’s reports and Annual Reports are also available on the SEC’s website at www.sec.gov.
Research and Development, Patents and Licenses, etc.
The Company does not have any research and development policies.
Trend Information
Other than as disclosed elsewhere in this MD&A and our annual report on Form 20-F for the fiscal year ended December 31, 2025, we are not aware of any trends, uncertainties, demands, commitments or events since December 31, 2025, that are reasonably likely to have a material adverse effect on our revenue, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
Significant Accounting Estimates
Refer to Note 3 of the Company’s audited consolidated financial statements for the year ended December 31, 2025 and 2024.
Future Changes in Accounting Policies & Initial Adoption
Certain new accounting standards and interpretations have been published that are either applicable in the current year or not mandatory for the current period.
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 15 of 16 |
ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(expressed in thousands of Canadian dollars)
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. IFRS 18 replaces IAS 1 Presentation of Financial Statements. It carries forward many requirements from IAS 1. IFRS 18 applies to annual reporting periods beginning on or after January 1, 2027. Earlier application is permitted. The standard must be applied retrospectively with restatement of comparative information. The key new concepts introduced in IFRS 18 relate to: the structure of the statement of profit or loss; required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements; and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes. The Company is currently assessing the impact and efforts related to adopting IFRS 18. The Company expects the standard will primarily affect the presentation and disclosure of information within the consolidated financial statements.
In May 2024, the IASB issued amendments to IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments. These amendments clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; add new disclosures for certain instruments with contractual terms that can change cash flows (such as some instruments with features linked to the achievement of environment, social and governance targets); and update the disclosures for equity instruments designated at fair value through other comprehensive income. These amendments apply to annual reporting periods beginning on or after January 1, 2026. The Company adopted these amendments on January 1, 2026 and they did not have material impact on the Company’s consolidated financial statements.
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.
As a result of progress made strengthening Internal Controls over Financial Reporting (“ICFR”) during the period ended December 31, 2025, management no longer feels there are significant deficiencies in its internal controls over financial reporting. Previous deficiencies noted by management have been ameliorated during 2025 and 2024.
Management noted improvement in the following areas where significant deficiencies existed in the past:
| · | Control Environment |
| o | The Company has added trained financial reporting and accounting personnel with appropriate skills and knowledge regarding the design, implementation, and operation of internal controls over financing reporting. The team is in the process of implementing and improving processes and procedures to identify, monitor and improve ICFR and DCP. |
| · | Procurement, Payment and Receiving Processes |
| o | The Company has improved reporting and receiving processes to ensure adherence to the Company’s policies at the Company’s Refinery project. |
During the three months ended March 31, 2026, there were no changes in the Company’s ICFR that materially affected, or are reasonably likely to materially affect, the Company’s ICFR.
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in reports filed with securities regulatory authorities are recorded, processed, summarized and reported in a timely fashion. The disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in such reports is then accumulated and communicated to the Company’s management to ensure timely decisions regarding required disclosure. The Chief Executive Officer and Chief Financial Officer, along with management, have evaluated and concluded that the Company’s disclosure controls and procedures were effective and appropriately designed as at March 31, 2026.
| Page 16 of 17 |
ELECTRA BATTERY MATERIALS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(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.
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EXHIBIT 99.3
Electra Reports Q1 2026 Progress as Refinery Construction Accelerates
TORONTO, May 14, 2026 (GLOBE NEWSWIRE) -- Electra Battery Materials Corporation (NASDAQ: ELBM; TSX-V: ELBM) (“Electra” or the “Company”) today filed its operating results for the three months ended March 31, 2026, including the completion of several milestones in the construction of North America’s first battery-grade cobalt sulfate refinery.
During the quarter, Electra advanced several refinery construction activities, approved a comprehensive construction budget and execution schedule, strengthened its commercial position through a strategic supply agreement with LG Energy Solution, and enhanced financial flexibility through expanded capital markets initiatives and government support.
“During the quarter, we executed several construction activities supported by disciplined capital management while maintaining a strong liquidity position,” said David Allen, Interim CFO. “Electra ended the quarter with approximately $40 million in cash and a defined refinery construction budget, providing a strong foundation as we execute our project plan and advance toward commissioning.”
Refinery Construction
- In the first quarter of 2026, Electra’s Board of Directors approved a US$73 million construction budget and execution schedule to complete the refinery, with commissioning targeted for Q4 2026, mechanical completion targeted for Q2 2027, and commercial production anticipated in Q4 2027.
- The Company confirmed completion of the refinery early works program and the transition to full-scale construction activities at its permitted cobalt sulfate refinery in Ontario, Canada. The work program included completion of key infrastructure such as exterior pipe racks connecting major process buildings, with civil, structural, concrete and tank installation activities continuing across the site.
- Subsequently, the Company awarded a US$6.1 million engineering, project management and construction management contract to EXP Services Inc. to support refinery construction activities.
- In April, Electra then awarded additional construction contracts across key refinery process areas, including structural, mechanical and piping work associated with the crystallizer circuit and dry product handling infrastructure.
- In May, Electra awarded a C$25 million refinery construction contract under a Limited Notice to Proceed for the solvent extraction building package.
- Electra has now awarded approximately C$32 million in refinery construction contracts, representing a significant portion of the expected construction scope associated with the refinery restart and completion program.
Commercial Contracts
- In March, Electra entered into a strategic supply agreement with LG Energy Solution to supply battery-grade cobalt sulfate from the Company’s refinery, supporting future North American battery production and strengthening Electra’s position within the lithium-ion battery supply chain.
- The updated LGES agreement includes a firm commitment for approximately 60% of the refinery’s planned cobalt sulfate production for up to six years.
Funding & Liquidity
- In May, the Company announced a definitive C$20 million investment agreement with the Government of Canada under the Strategic Response Fund (SRF) to support completion and commissioning of the refinery. The funding includes a non-repayable contribution of 25% and a repayable contribution of up to 75%.
- During the quarter, the Company increased the size of its at-the-market equity program to US$25 million and raised approximately US$4.6 million in net proceeds through the issuance of common shares at an average price of US$0.91 per share.
- The Company reported cash and cash equivalents of C$40.2 million as at March 31, 2026.
“Electra has a fully permitted refinery under construction, a clear execution plan, strong government support, and a strategic commercial agreement with LG Energy Solution covering a significant portion of future production,” said Trent Mell, CEO. “We are executing against our construction plan, key refinery packages have now been awarded, and we are delivering a strategic battery materials asset for the North American market.”
Electra is advancing a North American critical minerals platform focused on refining, recycling, and the development of battery materials supply chain infrastructure for lithium-ion batteries for energy storage, defence, and other industrial applications. As governments and industry participants increasingly prioritize secure and localized supply chains, Electra’s hydrometallurgical processing platform provides a foundation for future expansion into additional battery materials and related refining opportunities.
The Company’s primary focus is the expansion and recommissioning of its permitted refinery complex, which is expected to become North America’s first battery-grade cobalt sulfate refinery. The refinery is designed to initially produce approximately 5,120 tonnes per annum of battery-grade cobalt sulfate, with plans to increase production capacity to approximately 6,500 tonnes per annum.
The Company has secured all operating permits required for refinery operations and construction activities currently contemplated within the project scope. Electra continues to evaluate future growth opportunities, including black mass recycling, nickel refining, and other downstream battery materials initiatives.
About Electra Battery Materials
Electra is a leader in advancing North America’s critical minerals supply chain for lithium-ion batteries. The Company’s primary focus is constructing North America’s only cobalt sulfate refinery, as part of a phased strategy to onshore critical minerals refining and reduce reliance on foreign supply chains. In addition to the Refinery, Electra holds a significant land package in Idaho’s Cobalt Belt, including its Iron Creek project and surrounding properties, positioning the Company as a potential cornerstone for North American cobalt and copper production.
Electra is also advancing black mass recycling opportunities to recover critical materials from end-of-life batteries, while continuing to evaluate growth opportunities in nickel refining and other downstream battery materials. For more information, please visit www.ElectraBMC.com.
Contact
Heather Smiles
Vice President, Investor Relations & Corporate Development
Electra Battery Materials
info@ElectraBMC.com
1.416.900.3891
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
This news release may contain forward-looking statements and forward-looking information (together, “forward-looking statements”) within the meaning of applicable securities laws. All statements, other than statements of historical facts, are forward-looking statements, including statements regarding the approved construction budget and its sufficiency; project milestones such as contract awards, site mobilization, commissioning, mechanical completion, commercial production and ramp-up; targeted throughput and production volumes; additional capital required for commissioning and working capital; engineering studies and incremental investments; availability of equipment, reagents, feedstock and other inputs; commercial arrangements; and the availability and timing of governmental or other financial support. Generally, forward-looking statements can be identified by the use of terminology such as “plans”, “expects', “estimates”, “intends”, “anticipates”, “believes” or variations of such words, or statements that certain actions, events or results “may”, “could”, “would”, “might”, “occur” or “be achieved” or similar expressions and are based on current assumptions and expectations. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance, and opportunities to differ materially from those implied by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements are set forth in the management discussion and analysis and other disclosures of risk factors for Electra Battery Materials Corporation, at www.sedarplus.com and on EDGAR at www.sec.gov. Although Electra Battery Materials Corporation believes that the information and assumptions used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed times frames or at all. Except where required by applicable law, Electra Battery Materials Corporation disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Exhibit 99.4
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 March 31, 2026. |
| 2. | 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. |
| 3. | 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. |
| 4. | 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: “N/A” |
| 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, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: May 14, 2026
“Trent Mell”
Trent Mell
Chief Executive Officer
Exhibit 99.5
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 March 31, 2026. |
2. | 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. |
| 3. | 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. |
| 4. | 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: “N/A” |
| 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, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: May 14, 2026
“David Allen”
David Allen
Chief Financial Officer