6-K

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

Washington, D.C. 20549

FORM 6-K

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

For the month of	November	2024
Commission File Number	001-41356
Electra Battery Materials Corporation
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(Translation of registrant’s name into English)
133 Richmond Street West, Suite 602 Toronto, Ontario, Canada<br><br> <br>M5H 2L3<br><br> <br>(416) 900-3891
(Address of principal executive offices)

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

Form 20-F	x	Form 40-F	¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):¨

DOCUMENTS INCLUDED AS PART OF THIS REPORT

Exhibit
99.1	Condensed Interim Consolidated Financial Statements<br> for the three and nine months ended September 30, 2024
99.2	Management’s Discussion and Analysis for the<br> three and nine months ended September 30, 2024
99.3	Form 52-109F2 – Certification of Interim<br> Filings – CEO
99.4	Form 52-109F2 – Certification of Interim<br> Filings – CFO

SIGNATURES

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

		Electra Battery Materials Corporation
		(Registrant)
Date:	November 14, 2024	By:	/s/ Trent Mell
			Name:	Trent Mell
			Title:	Chief<br>Executive Officer and Director

Exhibit 99.1

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ELECTRABATTERY MATERIALS CORPORATION

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CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER30, 2024 AND 2023

(UNAUDITED)

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(EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)

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ELECTRA BATTERY MATERIALS CORPORATION

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

AS AT SEPTEMBER 30, 2024

(expressed in thousands of Canadian dollars)

	September30, 2024			December 31, 2023 (Restated - Note 19)
ASSETS
Current Assets
Cash and cash equivalents	$	3,264		$	7,560
Restricted cash		-			888
Marketable securities (Note 6)		113			595
Prepaid expenses and deposits		958			468
Receivables		294			1,081
		4,629			10,592
Non-Current Assets
Exploration and evaluation assets (Note 5)		87,435			85,634
Property, plant and equipment (Note 4)		51,443			51,258
Long-term restricted cash		1,208			1,208
Total Assets	$	144,715		$	148,692
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	5,465		$	8,828
Accrued interest		9,703			5,730
Convertible notes payable (Note 9)		46,302			40,101
Warrants (Note 9)		2,552			1,421
US warrants (Note 11 (c))		5			7
Lease liability		10			-
		64,037			56,087
Non-Current Liabilities
Government loan payable (Note 8)		7,661			4,299
Government grants (Note 8)		3,123			849
Royalty (Note 9)		1,148			858
Lease liability		133			175
Asset retirement obligations (Note 7)		3,125			3,126
Total Liabilities	$	79,227		$	65,394
Shareholders’ Equity
Common shares (Note 10)		306,433			304,721
Reserve (Note 10)		25,847			25,579
Accumulated other comprehensive loss		(566	)		(1,557	)
Deficit		(266,226	)		(245,445	)
Total Shareholders’ Equity	$	65,488		$	83,298
Total Liabilities and Shareholders’ Equity	$	144,715		$	148,692
Going Concern (Note 1)
Commitments and Contingencies (Note 15)
Subsequent events (Note 18)
Approved on behalf of the Board of Directors and authorized for issue on November 14, 2024
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Susan Uthayakumar, Director	Trent Mell, Director

See accompanying notes to condensed interim consolidated financial statements.

Page 2 of 33

ELECTRA BATTERY MATERIALS CORPORATION

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

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

	Three <br><br>months <br><br>ended<br><br> September <br><br>30, 2024			Three months ended September 30, 2023<br> <br>(Restated - Note 19)			Nine<br><br> months <br><br>ended <br><br>September<br><br> 30, 2024			Ninemonthsended September30, 2023Restated -Note 19)
Operating expenses
General and administrative	$	850		$	680		$	2,275		$	2,004
Consulting and professional fees		607			1,824			2,822			5,117
Exploration and evaluation expenditures		66			259			210			612
Investor relations and marketing		279			194			583			388
Salaries and benefits		1,385			891			3,079			3,510
Share-based payments		318			317			1,298			861
Operating loss before noted items below:		3,505			4,165			10,267			12,492
Other
Unrealized gain (loss) on marketable securities (Note 6)		14			(298	)		314			(267	)
(Loss) gain on financial derivative liability – Convertible Notes (Note 9)		1,573			(4,436	)		(5,611	)		(6,294	)
Changes in fair value of US Warrant (Note 11 (c))		51			78			2			1,140
Other non-operating (loss) income (Note 12)		(1,074	)		(402	)		(5,219	)		106
Net loss	$	(2,941	)		(9,223	)		(20,781	)	$	(17,807	)
Other comprehensive income (loss):
Fair value adjustment of 2028 Notes due to credit risk		799			-			799			-
Foreign currency translation gain (loss)		(2,815	)		(155	)		192			(155	)
Net loss and other comprehensive loss	$	(4,957	)	$	(9,378	)	$	(19,790	)	$	(17,962	)
Basic and diluted loss per share (Note 13)	$	(0.05	)	$	(0.20	)	$	(0.37	)	$	(0.45	)
Weighted average number of common shares outstanding - Basic and diluted (Note 13)		57,270,145			46,686,581			56,851,092			39,231,446

See accompanying notes to condensed interim consolidated financial statements.

Page 3 of 33

ELECTRA BATTERY MATERIALS CORPORATION

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

	Common Shares
	Number<br> of<br><br> shares		Amount		Reserves			Accumulated Other Comprehensive Income (Loss)			Deficit			Total
Balance – January<br> 1, 2024		55,851,327	$	304,721	$	25,579		$	(1,557	)	$	(245,445	)	$	83,298
Other comprehensive earnings for the<br> period, net of taxes		-		-		-			991			-			991
Net loss for the period		-		-		-						(20,781	)		(20,781	)
Share-based payment expense		-		-		1,303			-			-			1,303
Performance based incentive payment		165,257		134		-			-			-			134
Exercise of restricted and performance<br> share units (Note 10)		501,674		1,035		(1,035	)		-			-
Settlement of interest<br> on 2028 Notes (Note 9)		843,039		543		-			-			-			543
Balance –<br> September 30, 2024		57,361,297	$	306,433	$	25,847		$	(566	)	$	(266,226	)	$	65,488
Balance – January 1, 2023		35,185,977	$	288,871	$	17,892		$	525		$	(180,779	)	$	126,509
Other comprehensive loss for the period,<br> net of taxes		-		-		-			(155	)		-			(155	)
Net loss for the period		-		-		-			-			(17,807	)		(17,807	)
Share-based payment expense		-		-		861			-			-			861
Directors’ fees paid in deferred<br> share units		-		-		889			-			-			889
Exercise of warrants, options, deferred<br> share units, performance share units and restricted share units		3,053		17		(17	)		-			-			-
Proceeds from issuance of shares, net<br> of transaction costs		19,545,454		12,805		7,311			-			-			20,116
Settlement transaction costs on 2028<br> Notes		77,500		175		-			-			-			175
Convertible notes conversion		368,543		998		-			-			-			998
Settlement of interest<br> on 2028 Notes (Note 9)		660,802		795		-			-			-			795
Balance –<br> September 30, 2023 (Restated - Note 19)		55,841,329	$	303,661	$	26,936		$	370		$	(198,586	)	$	132,381

See accompanying notes to condensed interim consolidated financial statements.

Page 4 of 33

ELECTRA BATTERY MATERIALS CORPORATION

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

		****	Nine months ended September 30, 2023 (Restated - Note 19)		****
Operating activities
Net loss	(20,781	)	$	(17,807	)
Adjustments for items not affecting cash:
Share-based payments	1,303			861
Change in fair value of marketable securities	(299	)		267
Realized gain on marketable securities	(60	)		(89	)
Depreciation	43			42
Accretion	780			-
Changes in fair value of convertible 2028 Notes	4,612			5,076
Interest expense on convertible 2028 Notes	4,412			888
Loss on extinguishment of 2026 Notes and recognition of 2028 Notes (Note 9)	-			18,727
Fair value warrants 2028 Notes (Note 9)	1,102			(17,508	)
Fair value gain on warrants (US Warrants)	-			(1,140	)
Performance based incentive payment	134			-
Unrealized loss on foreign exchange	931			695
	(7,823	)		(9,988	)
Changes in working capital:
Decrease in receivables	787			1,937
Increase in prepaid expenses and other assets	(3,365	)		(8,992	)
(Decrease) increase in accounts payable and accrued liabilities	(490	)		3
Cash used in operation activities	(10,891	)		(17,040	)
Investing activities
Payment from restricted cash	888			938
Proceeds from sale of marketable securities	841			780
Incurring of exploration and evaluation expenditures	(34	)		-
Additions to property, plant and equipment	(326	)		(14,231	)
Cash provided in investing activities	1,369			(12,513	)
Financing activities
Proceeds from issuance of shares, net transaction cost of 1,384	-			20,116
Proceeds from government loans, net of repayments of 36	5,231			250
Payment of lease liability, net of interest	(32	)		(36	)
Proceeds from 2028 Notes (Note 9)	-			68,049
Repayment of 2026 Notes (Note 9)	-			(48,036	)
Settlement of transaction costs on 2028 Notes (Note 9)	-			(2,100	)
Interest settlement of 2026 Notes (Note 9)	-			(1,656	)
Cash provided by financing activities	5,199			36,587
Change in cash during the period	(4,323	)		7,034
Effect of exchange rates	27			67
Cash, beginning of the period	7,560			7,952
Cash, end of period	3,264		$	15,053

All values are in US Dollars.

See accompanying notes to condensed interim consolidated financial statements.

Page 5 of 33

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

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1.	Significant Nature of Operations

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

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

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

Going Concern Basis of Accounting

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

The Company has recurring net operating losses and negative cash flows from operations. As of September 30, 2024 and December 31, 2023, the Company had an accumulated deficit of $266,226 and $245,445, respectively, though, the Company was not in compliance with all required convertible note covenants as of September 30, 2024 (refer to Notes 9 and 18), but was in compliance on December 31, 2023. The Company’s recurring losses from operations and negative cash flows raise significant doubt about the Company’s ability to continue as a going concern. The global economy, including the financial and credit markets, has recently experienced extreme volatility and disruptions, including increasing inflation rates, rising interest rates, foreign currency impacts, declines in consumer confidence, and declines in economic growth. Additionally, the Company suspended construction of the Refinery due to lack of sufficient funding. All these factors point to uncertainty about economic stability, and the severity and duration of these conditions on our business cannot be predicted, and the Company cannot assure that it will remain in compliance with the financial covenants contained within its credit facilities.

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

Page 6 of 33

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

The Company is actively pursuing various alternatives including government grants, strategic partnerships, equity and debt financing to increase its liquidity and capital resources. On August 11, 2023, the Company completed a private placement for gross proceeds of $21,500, consisting of a brokered placement for $16,500 and a non-brokered placement for $5,000 (refer to Note 10). An additional government loan from FedNor was received on February 2, 2024 in the amount of $2,267 and April 9, 2024 in the amount of $2,000. On August 8, 2024, the Company received an additional $1,000. On August 19, 2024, the Company was awarded US$20,000 in funding by the U.S. Department of Defense (“DoD”) for the construction of the Refinery funded on a reimbursement basis subsequent to approval of the expenditure by the DoD. The award was made pursuant to Title III of the Defense Production Act (DPA) to expand domestic production capability. The Company is also in discussion with various parties on additional financing opportunities and alternatives to finance the funding of feedstock purchases. Although the Company has historically been successful in obtaining financing in the past, there can be no assurances that the Company will be able to obtain adequate financing in the future, or that a strategic review process will culminate in any transaction or alternative. These condensed interim consolidated financial statements do not include the adjustments to the amounts and classifications of assets and liabilities that would be necessary should the Company be unable to continue as a going concern. These adjustments may be material.

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2.	Material Accounting Policies and Basis of Preparation

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Basis of Presentation and Statementof Compliance

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

All amounts on the condensed interim consolidated financial statements are presented in thousands of Canadian dollars unless otherwise stated. The condensed interim consolidated financial statements were authorized for issue by the Board of Directors on November 14, 2024.

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

3.	New Accounting Standards Issued

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

Page 7 of 33

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

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.

4.	Property, Plant and Equipment and Capital Long-Term Prepayments

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Cost	Property, <br><br>Plant and<br><br> Equipment		Construction<br><br> in Progress			Right-of-<br><br>use Assets		Total
January 1, 2023	$	5,989	$	76,048		$	301	$	82,338
Additions during the year		-		16,942			-		16,942
Transfers from capital long-term prepayments		-		3,968			-		3,968
Impairment		-		(51,884	)		-		(51,884	)
Balance December 31, 2023	$	5,989	$	45,074		$	301	$	51,364
Additions during the period		-		326			-		326
Asset retirement obligation - Change in estimate				(98	)				(98	)
Balance September 30, 2024	$	5,989	$	45,302		$	301	$	51,592
Accumulated Depreciation
January 1, 2023	$	10	$	-		$	40	$	50
Change for the year		-		-			56		56
Balance December 31, 2023	$	10	$	-		$	96	$	106
Change for the period		-		-			43		43
Balance September 30, 2024	$	10	$	-		$	139	$	149
Net Book Value
Balance December 31, 2023	$	5,979	$	45,074		$	205	$	51,258
Balance September 30, 2024	$	5,979	$	45,302		$	162	$	51,443

Most of the Company’s property, plant, and equipment assets relate to the Refinery located near Temiskaming Shores, Ontario, Canada. The carrying value of property, plant, and equipment and construction in progress is $51,281 (December 31, 2023 - $51,053), all of which is pledged as security for the 2028 Notes (Note 9).

During the year ended December 31, 2023, an impairment charge was recognized on the Refinery in Ontario. The impairment loss of $49,743 was determined based on the recoverable amount of the Refinery CGU that was based on value in use, assuming that commercial production will commence in 2026, applying a discount rate of 20% and a terminal multiple of 4.75. The recoverable amount of the Refinery CGU was determined as $44,899. In addition, costs of $2,141 related to the black mass program were included in the impairment charge.

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

Page 8 of 33

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

5.	Exploration and Evaluation Assets
	Balance <br><br>January 1, <br><br>2023		Foreign<br><br> Exchange			Balance<br><br> December 31,<br><br> 2023		Foreign<br><br> Exchange		**** Acquisition cost		Balance<br><br> September <br><br>30, 2024
---	---	---	---	---	---	---	---	---	---	---	---	---	---
Idaho, USA	$	87,693	$	(2,059	)	$	85,634	$	1,767	$	34	$	87,435

The comparative balances (December 31, 2023 and January 1, 2023) have been restated for a change in the functional currency resulting in a decrease to Exploration and Evaluation assets of $155 at September 30, 2023 to $87,435 (December 31, 2023 - $85,634) (see Note 19).

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

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

6.	Marketable Securities

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

Marketable securities represent Kuya Silver Corp (“Kuya”) shares held by the Company. The Kuya shares were acquired via the Kerr Assets sale on February 26, 2021 and January 31, 2023 described below (“2023 Sale”). The total value of marketable securities at September 30, 2024 was $113 (December 31, 2023 - $595). These shares were marked-to-market at September 30, 2024 resulting in a unrealized gain of $14 and $314 being recorded during the three and nine months ended September 30, 2024, respectively, (three and nine months ended September 30, 2023 – unrealized losses $298 and $267, respectively). During the three and nine months ended September 30, 2024, the Company sold marketable securities for proceeds of $247 and $841, respectively from sale of 625,000 and 2,108,000 shares, respectively (three and nine months ended September 30, 2023 – $242 and $780, respectively from sale of 579,000 and 1,719,500 shares, respectively) and realizing gains of $19 and $45, respectively (three and nine months ended September 30, 2023 – loss $1 and gain of $89, respectively).

Page 9 of 33

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

7.	Asset Retirement Obligations

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

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

·	Discounted cash flows of $3,125 (December 31, 2023 - $3,126)
·	Closure activities date of 2073 – (December 31, 2023 – 2037)
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·	Risk-free discount rate of 3.13% (December 31, 2023 – 3.98%)
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·	Long-term inflation rate of 3.0% (December 31, 2023 – 3.0%)
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During the nine months ended September 30, 2024, the asset retirement obligation was increased by $98 and was a decrease due to discounting of $99 (December 31, 2023 - $1,336) due to a revised estimate of closure cost activities and actual inflation rate for current Refinery infrastructure, offset by changes in estimate of discounted cash flows. The continuity of the asset retirement obligation at September 30, 2024 and December 31, 2023 is as follows:

	September 30, 2024			December 31, 2023
Balance at January 1,	$	3,126		$	1,790
Change in estimate from discounting		(99	)		126
Change in estimate of costs		98			1,210
Balance	$	3,125		$	3,126

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8.	Long-Term Government Loan payable, Grants and Awards

On November 24, 2020, the Company had entered into a contribution agreement with the Ministry of Economic Development and Official Languages as represented by the Federal Economic Development Agency for Northern Ontario (“FedNor”) for up to a maximum of $5,000 financing related to the recommissioning and expansion of the Refinery in Ontario. The contribution was to be in the form of debt bearing a 0% interest rate and funded in proportion to certain Refinery construction activities. The Company received approval for an additional $5,000 funding under the agreement on December 27, 2023. During the first quarter of 2024 $2,267 was received with an additional $2,000 and $1,000 received in April and August 2024.

Once construction is completed, the cumulative balance borrowed will be repaid in 19 equal quarterly instalments. The funding is provided pro rata with incurred Refinery construction costs, with all other conditions required for the funding having been met. The loan is discounted using a market rate between (7.0% - 17.1%) with the resulting difference between the amortized cost and cash proceeds recognized as Government Grant.

Page 10 of 33

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

On August 19, 2024, the Company had been awarded US$20,000 by the U.S. Department of Defense. The award was made pursuant to Title III of the Defense Production Act (“DPA”) to expand domestic production capability and is funded through the Additional Ukraine Supplemental Appropriations Act. Some proceeds have been received in the fourth quarter of 2024 on a re-imbursement basis for approved expenditures.

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

	Government <br><br>Loan			Government<br><br> Grant			Total
Balance at January 1, 2023	$	3,777		$	1,121		$	4,898
FedNor loan (Nickel Study) – February 2023		250			-			250
Accretion		272			(272	)		-
Balance at December 31, 2023	$	4,299		$	849		$	5,148
FedNor loan – February 2024		2,267			-			2,267
FedNor Loan – April 2024		2,000			-			2,000
FedNor Loan (Nickel Study) - Payment		(36	)		-			(36	)
FedNor Loan – August 2024		1,000			-			1,000
Allocation to government grant		(2,274	)		2,274			-
Accretion		405			-			405
Balance at September 30, 2024	$	7,661		$	3,123		$	10,784
9.	Convertible Note Arrangement
---	---

---

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

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

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

Page 11 of 33

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

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

On February 27, 2024, the Company and the holders of US$51,000 principal amount of 8.99% senior secured convertible notes entered into an agreement (the “Waiver”) whereby the Noteholders agreed, subject to certain conditions, to a postponement in the unpaid payment of interest on the Notes payable on the August 15, 2023 and February 15, 2024 interest payment dates under the convertible note indenture dated as of February 13, 2023 (the “Indenture”) that governs the Notes. Pursuant to the Waiver, the Company was required to make payment of accrued Interest on August 15, 2024, other than the Interest to be paid through the Share Issuance (as defined below).

---

On August 14, 2024, the holders of the 2028 Notes agreed that all accrued interest owing to August 15, 2024, on the 2028 Notes will be “paid-in-kind,” not in cash, and added to the outstanding principal amount of the notes. As a result of this agreement, the Company will issue additional notes in the principal amount of US$6,500.  The payment in kind and the issuance of additional notes is subject to certain conditions, including the approval of the TSX Venture Exchange. As at September 30, 2024 the Company is in default of the 2028 Notes due to non-payment of interest.

The Company is in the process with the Noteholders to waive certain existing events of default regarding the non-payment of interest under the 2028 Notes, the minimum required cash balance and failure to register the resale of the common shares issuable pursuant to the terms of the 2028 Notes.

---

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

The unpaid interest as at September 30, 2024 is $9,703 (December 31, 2023 - $5,730).

Page 12 of 33

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

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

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

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

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

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

For the nine months ended September 30, 2024, the convertible notes were fair valued using the finite difference valuation method with the following key assumptions:

·	Risk free rate at September 30, 2024 of 3.58% (December 31, 2023 – 3.85%) based on the US dollar<br>zero curve;
·	Equity volatility at September 30, 2024 of 61% (December 31, 2023 – 62%) based on an assessment<br>of the Company’s historical volatility and the estimated maximum a third-party investor would be willing to pay for;
---	---
·	An Electra share price at September 30, 2024 of US$0.572 (December 31, 2023 - US$0.365) reflecting the<br>quoted market prices; and
---	---
·	A credit spread at September 30, 2024 of 26.8% (December 31, 2023 – 27.8%).
---	---

Page 13 of 33

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

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

	Convertible<br><br> Notes Payable			Warrants			Royalty(Restated – Note 19)			Total
Balance at January 1, 2023	$	-		$	-		$	-		$	-
Initial recognition at fair value		60,108			13,519			721			74,348
Balance at February 13, 2023		60,108			13,519			721			74,348
Portion de-recognized due to conversions		(840	)		-			-			(840	)
Revaluation to fair value		(18,685	)		(12,073	)		-			(30,758	)
Foreign exchange gain		(482	)		(25	)		(9	)		(516	)
Accretion		-			-			146			146
Balance at December 31, 2023	$	40,101		$	1,421		$	858		$	42,380
Revaluation to fair value		4,509			1,102			-			5,611
Revaluation to fair value due to credit risk		799			-			-			799
Foreign exchange loss		893			29			19			941
Accretion		-			-			271			271
Balance at September 30, 2024	$	46,302		$	2,552		$	1,148		$	50,002

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

	Three months ended September 30,					Nine months ended September 30,
	2024		2023			2024			2023 Restated - (Note 19)
Loss on financial derivative liability – 2026 Notes	$	-	$	-		$	-		$	(5,076	)
Loss on extinguishment of 2026 Notes and recognition of 2028 Notes		-		-			-			(18,727	)
Fair value (loss) gain on convertible notes payable and warrants		1,573		(4,436	)		(5,611	)		17,509
Total	$	1,573	$	(4,436	)	$	(5,611	)	$	(6,294	)

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

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

---

Page 14 of 33

---

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

10.	Shareholder’s Equity
a)	Authorized Share Capital
---	---

The Company is authorized to issue an unlimited number of common shares without par value. As at September 30, 2024, the Company had 57,361,297 December 31, 2023 - 55,851,327) common shares outstanding.

b)	Issued Share Capital

During the nine months ended September 30, 2024, the Company issued common shares as follows:

·	On February 27, 2024, the Company has settled a total of $134 of earned performance-based incentive cash<br>payments to certain non-officer employees by issuing a total of 165,257 Common Shares at a market price of $0.81 per share to these individuals<br>(the “Share Settlement”). The expense was recorded in salaries and benefits.
·	On March 21, 2024, the Company issued an aggregate of 843,039 Shares at a market issue price of $0.6439<br>per Share in satisfaction of a portion of the interest payable to certain of the holders of US$51,000 principal amount of 8.99% senior<br>secured convertible notes.
---	---

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

·	On August 11, 2023, the Company completed a private placement for gross proceeds of $21,500 (net proceeds<br>of $19,960), consisting of a brokered placement for $16,500 and a non-brokered placement for $5,000 (the “Offering”). Under<br>the terms of the Offering, the Company issued 19,545,454 units, at a price of $1.10 per unit. Each unit consists of one common share of<br>the Company and one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share at a price of<br>$1.74 at any time on or before August 11, 2025. As consideration for services under the brokered Offering, the Company paid to the agents<br>a cash commission of $445 equivalent to 6% of gross proceed of brokered placement and issued to the agents 900,000 non-transferable broker<br>warrants of the Company entitling the holder to acquire one common share at a price of $1.10 at any time on or before August 11, 2025.<br>The broker warrants were measured based on the fair value of the warrants issued as the fair value of the consideration for the services<br>cannot be estimated reliably.
·	The Company made an interest payment of $795 (US$591) to a convertible noteholder, which was settled by<br>issuing 660,800 common shares at an average price of $1.20 (US$0.89). There were no significant transaction costs incurred in relation<br>to this transaction.
---	---
·	$840 (US$626) of convertible notes were converted by noteholders which resulted in the Company issuing<br>a total of 302,411 common shares. The Company also made interest make-whole payments to the noteholders upon conversion totaling $158<br>(US$135) which was settled by issuing 66,132 common shares. There were no significant transaction costs incurred in relation to the conversions.
---	---
·	The Company issued 77,500 common shares at a market price of $2.32 to the placement agent for 2028 Notes<br>to settle $240 of transaction costs.
---	---
·	The Company issued 3,053 common shares for the exercise of restricted share units.
---	---
·	The Company issued 10,000 common shares (at issue price of $0.74) for an easement obtained on lands adjacent<br>to the Company’s refinery facilities for the purpose of installing, operating and maintaining certain electrical works servicing<br>water pumping facilities at the refinery.
---	---

---

Page 15 of 33

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

---

11.	Share Based Payments

Long-term incentive plan

The Company adopted a long-term incentive plan on August 12, 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.

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

The maximum number of shares that may be reserved for issuance under the Plan is limited to 7,300,000 shares.

Page 16 of 33

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

a)	Stock Options

During the nine months ended September 30, 2024:

·	On January 15, 2024, the Company<br>issued 100,000 stock options at an exercise price of $0.50 that will vest in three equal tranches on the first, second and third anniversaries<br>of the grant date over a four year period. The fair value of the options at the date of the grant was $28,813 using the Black-Scholes<br>Option Pricing Model, assuming a risk-free rate of 4.15% per year, an expected life of 3 years, expected volatility based on historical<br>prices in the range of 86.97%, no expected dividends and a share price of $0.50.
·	On February 12, 2024, the Company issued 3,015,695<br>incentive stock options and 104,938 restricted share units (RSUs) to certain directors, officers, employees and contractors of the Company.<br>The RSUs will vest on the first anniversary of the grant date and will be settled in cash or common shares at the discretion of the Company.<br>The stock options are exercisable for four years at $0.81 and will vest in two equal tranches, on the first and second anniversary of<br>the grant date. The fair value of the options at the date of the grant was $1,337,315 using the Black-Scholes Option Pricing Model, assuming<br>a risk-free rate of 4.15% per year, an expected life of 4 years, expected volatility based on historical prices in the range of 84.64%,<br>no expected dividends and a share price of $0.81.
---	---
·	On August 29, 2024, the Company issued 1,000,000<br>incentive stock options to consultants for services to be rendered. The stock options are exercisable for three years at $0.82 and will<br>vest in four equal quarterly tranches, on the first anniversary of the grant date. The fair value of the options at the date of the grant<br>was $417,540 using the Black-Scholes Option Pricing Model, assuming a risk-free rate of 3.31% per year, an expected life of 2 years, expected<br>volatility based on historical prices in the range of 93.74%, no expected dividends and a share price of $0.82.
---	---
·	On September 9, 2024, the Company issued 135,563<br>deferred share units (DSUs) to certain directors, of the Company. The DSUs will vest on the first anniversary of the grant date and will<br>be settled in cash or common shares at the discretion of the Company.
---	---

Page 17 of 33

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

During the year ended December 31, 2023:

·

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

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

	Exercise price		Number of shares issued or<br><br> issuable on exercise
Balance at January 1, 2023	$	4.95		991,960
Granted		2.24		416,319
Expired		6.98		(296,852	)
Forfeited / Cancelled		3.59		(338,859	)
Balance at December 31, 2023	$	3.50		772,568
Granted	$	0.80		4,115,695
Expired		2.84		(123,149	)
Forfeited / Cancelled		3.23		(66,996	)
Balance at September 30, 2024	$	1.16		4,698,118

Page 18 of 33

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

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

		Options Outstanding				Options Exercisable
	Exercise price	Number of shares issuable on exercise	Weighted average remaining life (Years)		Weighted average exercise price	Number of shares issuable on exercise		Weighted average exercise price
$	0.50	100,000	3.29	$	0.50	-	$	0.50
	0.81	3,015,695	3.37		0.81	-		0.81
	0.82	1,000,000	2.91		0.82	-		0.82
	2.40	225,694	2.44		2.40	75,232		2.40
	2.52	40,741	0.78		2.52	40,741		2.52
	2.61	27,778	0.91		2.61	27,778		2.61
	2.88	16,666	0.00		2.88	16,666		2.88
	3.21	60,000	3.12		3.21	20,000		3.21
	5.40	176,822	2.30		5.40	117,881		5.40
	6.21	29,166	1.54		6.21	29,166		6.21
	7.29	5,556	0.38		7.29	5,556		7.29
	Total	4,698,118	3.12	$	1.16	333,020	$	3.98

---

During the nine months ended September 30, 2024, the Company expensed $820 (nine months ended September 30, 2023 - $515) for options valued at share prices $0.50 to $6.21, as shared-based payment expense.

---

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

		Options Outstanding				Options Exercisable
	Exerciseprice	Number of shares issuable on exercise	Weighted average remaining life (Years)		Weighted average exercise price	Number of shares issuable on exercise		Weighted average exercise price
$	2.40	258,346	3.19	$	2.40	-	$	2.40
	2.52	108,234	0.68		2.52	108,334		2.52
	2.61	27,778	1.66		2.61	27,778		2.61
	2.88	16,666	0.75		2.88	16,666		2.88
	3.21	75,000	3.87		3.87	25,000		3.87
	3.24	55,556	0.14		3.24	55,556		3.24
	4.63	19,444	3.40		4.63	6,481		4.63
	5.40	176,822	3.05		5.40	58,941		5.40
	6.21	29,166	2.29		6.21	19,444		6.21
	7.29	5,556	1.13		7.29	5,556		7.9
	Total	772,568	1.97	$	3.50	323,756	$	3.59

---

During the year ended December 31, 2023, the Company expensed $513 (December 31, 2022 - $505) for options valued at share prices $2.40 to $7.29, as shared-based payment expense.

Page 19 of 33

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ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

(b)	DSUs, RSUs and PSUs

During the nine months ended September 30, 2024, the Company has expensed $186 (nine months ended September 30, 2023 - $888) for DSUs, $ Nil (nine months ended September 30, 2023 - $70) for PSUs, and $303 (nine months ended September 30, 2023 - $276) for RSUs as shared-based payment expense.

Deferred Shares Units

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

Number of Units	September 30, 2024			December 31, 2023
Balance at January 1,		616,163			235,312
Granted		135,563			418,177
Exercised		(74,273	)		-
Expired		(49,115	)		(37,326	)
Balance		628,338			616,163

Restricted Share Units

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

Number of Units	September 30, 2024			December 31, 2023
Balance at January 1,		533,153			78,289
Granted		104,938			499,872
Exercised		(419,067	)		(3,053	)
Expired		-			(19,000	)
Forfeited / Cancelled		(8,534	)		(22,955	)
Balance		210,490			533,153

Performance Share Units

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

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

Page 20 of 33

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

c)	Warrants

---

Details regarding warrants issued and outstanding are summarized as follows:

Canadian dollar denominated<br><br> warrants	Grant date	Expiry date	Weighted <br><br>average <br><br>exercise price		Number of shares<br><br> issued or issuable on<br><br> exercise
Balance at January 1, 2023			$	8.66		981,027
Expired warrants				8.66		(981,027	)
Issuance of warrant (Note 10)	August 11, 2023	August 11, 2025		1.71		20,445,454
Balance at December 31, 2023				1.71		20,445,454
Repricing of warrant (Note 10)	February 13, 2023	February 13, 2028		1.00		10,796,054
Balance at September 30, 2024			$	1.46		31,241,508
United States dollar denominated<br><br> warrants (US Warrant)	Grant date	Expiry date	Weighted <br><br>average<br><br> exercise price
---	---	---	---	---	---	---
Balance at December 31, 2022	November 15, 2022	November 15, 2025	$	US3.10	2,483,150
Issuance of warrant (Note 10)	February 13, 2023	February 13, 2028		US2.48	10,796,054
Balance at December 31, 2023			$	US2.60	13,279,204
Repricing of warrant (Note 10)	February 13, 2023	February 13, 2028		US2.48	(10,796,054	)
Balance at September 30, 2024				US3.10	2,483,150

All values are in US Dollars.

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

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

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

As consideration for eliminating the dilutive ratchet provisions in the Company’s convertible debt, the Company and its noteholders agreed to change the terms of the share purchase warrants. Pursuant to the amendment, the exercise price of the warrants was reduced from US$2.48 to $1.00 per common share. In addition, the warrants were to be amended to include an acceleration clause such that the term of the warrants will be reduced to 30-days (the “Reduced Term”) in the event the closing price of the common shares on the TSX Venture Exchange exceeds $1.20 ten consecutive days trading days (the “Acceleration Event”), with the Reduced term to begin upon release of a press release by the Company within seven calendar days after such ten consecutive trading day period. Upon the occurrence of an Acceleration Event, holders of the warrants may exercise the warrants on a cashless basis, based on the value of the warrants at the time of exercise. The amendments were considered in the determination of the fair value of the warrants as at September 30, 2024.

Page 21 of 33

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

12.	Other Non-Operating Income (Expense)

---

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

	Three months ended September 30						Nine months ended <br><br>September 30
	2024			2023			2024			2023
Foreign exchange gain (loss)	$	1,088		$	(603	)	$	(683	)	$	(319	)
Interest income (expense)		(2,691	)		84			(5,094	)		206
Realized gain (loss) on marketable securities		19			(1	)		45			89
Other non-operating income (expense)		510			118			513			130
	$	(1,074	)	$	(402	)	$	(5,219	)	$	106
13.	Loss Per Share
---	---

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

	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023 Restated (Note 19)
Numerator
Net loss for the period – basic and diluted	$	(2,941	)	$	(9,223	)	$	(20,781	)	$	(17,807	)
Denominator
Basic and Diluted – weighted average number of shares outstanding		57,270,145			46,686,581			56,851,092			39,231,446
Loss Per Share – Basic and Diluted	$	(0.05	)	$	(0.20	)	$	(0.37	)	$	(0.45	)

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

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

Conversion option, share purchase warrants and stock options were excluded from the calculation of diluted weighted average number of common shares outstanding for the three and nine months ended September 30, 2024 and 2023 as the warrants and stock options were anti-dilutive.

---

Page 22 of 33

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

14.	Fair Value Measurements

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

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
September 30, 2024	Fair value through<br><br> profit or loss		Amortized <br><br>cost		Level 1		Level 3		Total Fair<br><br> Value
Assets:
Cash and cash equivalents	$	-	$	3,264	$	-	$	-	$	3,264
Receivables		-		294		-		-		294
Marketable securities		113		-		113		-		113
	$	113	$	3,558	$	113	$	-	$	3,671
Liabilities:
Accounts payable and accrued liabilities	$	-	$	5,465	$	-	$	-	$	5,465
Accrued interest		-		9,703		-		-		9.703
Long-term government loan payable		-		7,661		-		-		7,661
Convertible Notes payable ^1^		46,302		-		-		46,302		46,302
Warrants - Convertible Notes payable ^1^		2,552		-		-		2,552		2,552
Royalty		-		1,148		-		-		1,148
Warrants derivative liability		5		-		-		5		5
	$	48,859	$	23,977		-	$	48,859	$	72,836

Page 23 of 33

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

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

^1^ Components of 2028 Notes payable, see Note 9.

Valuation techniques

A) Marketable securities

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

B) Convertible Notes

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

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

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

Page 24 of 33

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

The fair value of the convertible note payable has been estimated based on significant unobservable inputs which are equity volatility and credit spread. The Company used an equity volatility of 61% (December 31, 2023 – 62%). If the Company had used an equity volatility that was higher or lower by 10%, the potential effect would be an increase of $772 (December 31, 2023 - $545) or a decrease of $640 (December 31, 2023 - $425) to the fair value of the convertible note payable. The Company used a credit spread of 26.8% (December 31, 2023 – 27.8%). If the Company had used a credit spread that was higher or lower by 5%, the potential effect would be a decrease of $4,346 (December 31, 2023 - $3,937) or an increase of $3,751 (December 31, 2023 - $4,648) to the fair value of convertible note payable.

C) Warrants – ConvertibleNotes

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

The fair value of the Warrants has been estimated using a significant unobservable input which is equity volatility. The Company used an equity volatility of 61% (December 31, 2023 – 62%). If the Company had used an equity volatility that was higher or lower by 10%, the potential effect would be an increase of $357 (December 31, 2023 - $186) or a decrease of $274 (December 31, 2023 - $327) to the fair value of the Warrants.

D) Royalty

The fair value of the Royalty has been estimated at inception using a discounted cash flow model. The key inputs in the valuation include the effective interest rate of 19.20% and cash flows estimates of future operating and gross revenues. As there are significant unobservable inputs used in the valuation, the Royalty is included in Level 3. A 10% increase or decrease in the effective interest rate would be an increase of $191 (December 31, 2023 - $96) or of decrease $167 (December 31, 2023 - $109) to the fair value of the royalty.

E) Other Financial Derivative Liability(US Warrants)

The fair value of the embedded derivative on Warrants issued in foreign currency as at September 30, 2024 was $5 (December 31, 2023 - $7) and is accounted for at FVTPL. The valuation of warrants where the strike price is in US dollar and the warrants can be exercised at a time prior to expiry, the Company uses a Monte Carlo Simulation Model to better model the variability in exercise dates. The key inputs in the valuation include risk-free rates and equity volatility. As there are significant unobservable inputs used in the valuation, the financial derivative liability is included in Level 3.

The Company used an equity volatility of 62.91% (December 31, 2023 – 68.22%). If the Company had used an equity volatility that was higher or lower by 10%, the potential effect would be an increase of $5 (December 31, 2023 - $19) or a decrease of $6 (December 31, 2023 - $9) to the fair value of the embedded derivative.

Page 25 of 33

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

15.	Commitments and Contingencies

---

From time to time, the Company and/or its subsidiaries may become defendants in legal actions and the Company intends to defend itself vigorously against all legal claims. Electra is not aware of any unrecorded claims against the Company that could reasonably be expected to have a materially adverse impact on the Company’s consolidated financial position, results of operations or the ability to carry on any of its business activities. Three claims related to unpaid invoices included liens on the Company’s assets. The Company has negotiated settlement on these claims. The amounts due (approximately $1,096 (December 31, 2023 - $2,800)) have been recorded in accounts payable and accrued liabilities and the respective liens will be discharged upon final payment. Additionally, certain legal claims against the Company were settled in 2023. Such claims also resulted in registered liens against the assets of the Company that were released during 2023 and 2024. The Company entered into a binding agreement for purchase of a minimum quantity of cobalt hydroxide with a raw materials supplier. This is dependent on certain conditions and the Company has until December 2024 to fulfill these conditions.

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

	2024		2025		2026		2027		Thereafter		Total
Purchase commitments	$	457	$	160	$	-	$	-	$	-	$	617
Convertible notes payments ^1^		-		15,190		6,064		6,064		70,865		98,183
Government loan payments		9		36		1,615		2,141		6,414		10,215
Lease payments		31		125		128		43		-		327
Royalty payments ^2^		-		-		-		317		2,731		3,048
Other		33		304		67		-		2,025		2,429
	$	530	$	15,815	$	7,874	$	8,565	$	82,035	$	114,819

^1^ Convertible notes payment amounts are based on contractual maturities of 2028 Notes and assumption that it would remain outstanding until maturity. Interest is calculated based on terms as at September 30, 2024. As discussed in Note 9, 2026 Notes were cancelled and replaced with 2028 Notes in February 2023

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

---

16.	Segmented Information

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

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

Page 26 of 33

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

(a)	Segmented operating results for the three months ended September 30, 2024 and 2023:
For the three monthsended September 30, 2024	Refinery			Exploration<br> and <br><br>Evaluation		Corporate<br> and Other			Total
---	---	---	---	---	---	---	---	---	---	---	---
Operating expenses
Consulting and professional fees	$	130		$	-	$	477		$	607
Exploration and evaluation expenditures		-			66		-			66
General and administrative and travel		330			-		520			850
Investor relations and marketing		-			-		279			279
Salaries and benefits		463			-		922			1,385
Share-based payments		-			-		318			318
Operating loss	$	923		$	66	$	2,516		$	3,505
Unrealized gain on marketable securities		-			-		14			14
Gain on financial derivative liability - Convertible Notes		-			-		1,573			1,573
Changes in US Warrants		-			-		51			51
Other non-operating income		-			-		(1,074	)		(1,074	)
Income loss before taxes	$	923		$	66	$	1,952		$	2,941
For the three months ended September 30, 2023 ****	Refinery			Exploration<br> and Evaluation		Corporate and Other ^2^			Total
Operating expenses
Consulting and professional fees	$	645		$	77	$	1,102		$	1,824
Exploration and evaluation expenditures		-			259		-			259
General and administrative and travel		(68	)		3		745			680
Investor relations and marketing		-			-		194			194
Salaries and benefits		327			-		564			891
Share-based payments		-			-		317			317
Operating loss	$	904		$	339	$	2,922		$	4,165
Unrealized loss on marketable securities		-			-		(298	)		(298	)
Loss on financial derivative liability - Convertible Notes		-			-		(4,436	)		(4,436	)
Changes in US Warrants		-			-		78			78
Other non-operating income		-			-		(402	)		(402	)
Loss before taxes	$	904		$	339	$	7,980		$	9,223

Page 27 of 33

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Segmented operating results for the nine months ended September 30, 2024 and 2023:

For the nine monthsended September 30, 2024	Refinery		Exploration<br><br> and<br><br> Evaluation		Corporate<br><br> and Other			Total
Operating expenses
Consulting and professional fees	$	329	$	-	$	2,493		$	2,822
Exploration and evaluation expenditures		-		210		-			210
General and administrative and travel		588		-		1,687			2,275
Investor relations and marketing		-		-		583			583
Salaries and benefits		1,123		-		1,956			3,079
Share-based payments		-		-		1,298			1,298
Operating loss	$	2,040	$	210	$	8,017		$	10,267
Unrealized gain on marketable securities		-		-		314			314
Loss on financial derivative liability - Convertible Notes		-		-		(5,611	)		(5,611	)
Changes in US Warrants		-		-		2			2
Other non-operating loss		-		-		(5,219	)		(5,219	)
Loss before taxes	$	2,040	$	210	$	18,531		$	20,781
For the nine months ended September 30, 2023 (Restated – Note 19)	Refinery		Exploration<br><br> and Evaluation		Corporate and Other ^2^			Total
Operating expenses
Consulting and professional fees	$	1,691	$	77	$	3,349		$	5,117
Exploration and evaluation expenditures		-		612		-			612
General and administrative and travel		286		3		1,715			2,004
Investor relations and marketing		-		-		388			388
Salaries and benefits		1,287		-		2,223			3,510
Share-based payments		-		-		861			861
Operating loss	$	3,264	$	692	$	8,536		$	12,492
Unrealized gain on marketable securities		-		-		(267	)		(267	)
Gain on financial derivative liability - Convertible Notes		-		-		(6,294	)		(6,294	)
Changes in US Warrants		-		-		1,140			1,140
Other non-operating income		-		-		106			106
Loss before taxes	$	3,264	$	692	$	13,851		$	17,807
(b)	Segmented assets and liabilities as at September 30, 2024 and December 31, 2023:
---	---
		Total Assets				Total Liabilities
---	---	---	---	---	---	---	---	---
		September 30, 2024		December 31, 2023		September 30, <br><br>2024		December 31, 2023
Refinery	$	51,526	$	59,701	$	3,377	$	8,935
Exploration and Evaluation ^1^		87,643		85,741		108		75
Corporate and Other		5,546		3,250		75,742		56,384
	$	144,715	$	148,692	$	79,227	$	65,394

^1^ Total non-current assets comprising of exploration and evaluation assets in the amount of $87,435 (December 31, 2023 - $85,634) are located in Idaho, USA. All other assets are located in Canada.

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

Page 28 of 33

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

17.	Related Party Transactions

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

The Company paid and/or accrued during the three and nine months ended September 30, 2024 and 2023, the following fees to management personnel and directors.

	Three months ended September 30				Nine months ended <br><br>September 30
	2024		2023		2024		2023
Management	$	812	$	560	$	1,649	$	1,555
Directors’ fees		46		7		131		61
	$	858	$	567	$	1,780	$	1,616

During the three and nine months ended September 30, 2024, the Company had share-based payments made to management and directors of $330 and $1,163, respectively (three and nine months ended September 30, 2023 - $589 and 1,328, respectively).

As at September 30, 2024, the accrued liabilities balance for related parties was $571 (December 31, 2023 - $78), which relates mainly to compensation accruals.

---

18.	Subsequent Events

---

(a)

Subsequent to September 30, 2024, the Company announced that it has received a non-binding term sheet<br>from the holders of the existing secured notes issued by the Company on February 13, 2023 (the “Existing Notes”) for a financing<br>transaction (the “Financing”) which would result in gross proceeds to the Company of US$5,000. These funds will enable the<br>Company to initiate certain early works and winter preparations at the Ontario Refinery project site in Temiskaming Shores, Ontario, as<br>well as being used for general corporate purposes.

The Financing will consist of the offer and sale of secured convertible notes (the “Notes”) in the principal amount of US$4,000 and US$1,000 of common shares (each, a “Share”) at a price of US$0.543 per Share. The Notes will be issued together with 4,545,454 detachable common share purchase warrants (each, a “New Warrant”) entitling the holders to acquire an equivalent number of common shares at a price of $1.00 per share for a period of twenty-four months following issuance. The Notes will rank pari passu to the Existing Notes, will bear interest at a rate of 12.0% per annum, payable quarterly in cash, and will mature on November 12, 2027. The Notes will also be guaranteed by substantially all of the Company’s subsidiaries and will be secured on a first lien basis by substantially all of the assets of the Company and its subsidiaries. At the option of the holder, the Notes will be convertible into common shares at an effective conversion price of US$0.62445 per share, representing a 15% premium to the price of the Shares issuable in connection with the Financing.

Page 29 of 33

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Conversion of the Notes and the New Warrants will be restricted to the extent it will result in a holder owning more than 9.9% of the outstanding common share capital of the Company.

The completion of the Financing is subject to a number of conditions and uncertainties, including the completion of customary definitive documentation and receipt of any required regulatory approvals. All securities to be issued in connection with the Financing will be subject to restrictions on resale in accordance with applicable securities laws. No finders’ fees or commissions are payable in connection with the Financing. The term sheet for the Financing is non-binding, and there is no guarantee that the Company or the holders of the Existing Notes will complete the financing on the terms described in this release or on any other terms.

The securities to be issued have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any applicable U.S. state securities laws, and may not be offered or sold in the United States absent registration or an available exemption from the registration requirement of the U.S. Securities Act and applicable U.S. state securities laws.

In connection with completion of the Financing, the holders of the Existing Notes intend to waive certain existing events of default regarding the non-payment of interest under the Existing Notes, the minimum required cash balance and failure to register the resale of the common shares issuable pursuant to the terms of the Existing Notes and the Existing Warrants (as defined below) and to defer payment of all outstanding interest amounts until February 15, 2025, at which point all deferred interest amounts will be payable in cash.

Subject to completion of the Financing and receipt of any required regulatory approvals, the Company also intends to the amend the terms of an aggregate of 10,796,054 outstanding share purchase warrants (the “Existing Warrants”). The Existing Warrants were issued in connection with the offering of the Existing Notes on February 13, 2023, and are currently exercisable at a price of $1.00 until February 13, 2028.

Under the proposed amendments to the Existing Warrants, the exercise price will be reduced to $0.85 per Share. In addition, the Existing Warrants will be amended to include a revised acceleration clause such that the term of the Existing Warrants will be reduced to thirty days in the event the closing price of the common shares on the TSX Venture Exchange exceeds $0.85 by twenty percent or more for ten consecutive trading dates, with the reduced term beginning seven calendar days after such ten consecutive-trading-day period. Upon the occurrence of an acceleration event, holders of the Existing Warrants may exercise the Existing Warrants on a cashless basis, based on the value of the Existing Warrants at the time of exercise, subject to compliance with the policies of the TSX Venture Exchange.

Page 30 of 33

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

(b)

During the quarter, the Company received notice from The Nasdaq Stock Market LLC (“Nasdaq”)<br>of noncompliance with the minimum bid price requirement ("Minimum Bid Requirement") of US$1.00 per share under Nasdaq Listing<br>Rule 5550(a)(2) on September 17, 2024, and successfully submitted a request for an appeal of Nasdaq's determination pursuant to the procedures<br>set forth in the Listing Rules. Subsequent to September 30, 2024, the appeal hearing was held on November 5, 2024, before a panel composed<br>of members of the public, independent of NASDAQ.  The panel is expected to issue a written decision within 30 days.  The Company’s<br>shares will continue to trade on Nasdaq until such time.

---

19.	Restatement of comparative information

---

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

a)	The Company has retrospectively adopted IAS 1 amendments – Non-current liabilities and Covenants,<br>and determined a reclassification of the convertible notes from non-current to current liabilities applies as at September 30, 2023 and<br>as at December 31, 2023. As a result, as at September 30, 2023 and as at December 31, 2023, the convertible debt (“2028 Notes”)<br>comparative figures on the statement of financial position are reclassified to current liabilities. There is no impact to the opening<br>balance as at January 1, 2023, as the balance related to the previous convertible notes (“2026 Notes”) were already classified<br>as a current liability as at that date.
b)	The Company re-evaluated the functional currency of its US subsidiaries and determined that a change in<br>their functional currency from Canadian dollars to US Dollars was appropriate effective January 1, 2023. The change in functional currency<br>for these subsidiaries was applied prospectively but was not previously reflected in its financial statements for the three and nine months<br>ended September 30, 2023, resulting in adjustments to Exploration and Evaluation assets, and accumulated other comprehensive income as<br>at September 30, 2023, and to other comprehensive income for the three and nine months then ended.
---	---

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

Page 31 of 33

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Consolidated Statement of Financial Position as at<br><br> September 30, 2023	As <br><br>Previously<br><br> Reported			Restatement			As Restated
ASSETS
Current Assets
Cash and cash equivalents	$	15,053		$	-		$	15,053
Marketable securities (Note 6)		625			-			625
Prepaid expenses and deposits		713			-			713
Receivables		993			-			993
		17,384			-			17,384
Non-Current Assets
Exploration and evaluation assets (Note 5)		87,693			(155	)		87,538
Property, plant and equipment (Note 4)		105,230			-			105,230
Total assets	$	210,307		$	(155	)	$	210,152
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	13,632		$	-		$	13,632
Convertible notes payable (Note 9)		54,521			(1,392	)		53,129
Other financial derivative liability (Note 9)		111			-			111
Warrants (Note 10 (c))		3,901			-			3,901
		72,165			(1,392	)		70,773
Non-Current Liabilities
Government loan payable (Note 8)		4,228			-			4,228
Government grants (Note 8)		919			-			919
Lease liability		182			-			182
Asset retirement obligations (Note 7)		1,669			-			1,669
Total Liabilities	$	79,163		$	(1,392	)	$	77,771
Shareholders’ Equity
Common shares (Note 10)		303,661			-			303,661
Reserve (Note 10)		26,936			-			26,936
Accumulated other comprehensive income		525			(155	)		370
Deficit		(199,978	)		1,392			(198,586	)
Total Shareholders’ Equity	$	131,144		$	1,237		$	132,381
Total Liabilities and Shareholders’ Equity	$	210,307		$	(155	)	$	210,152

Page 32 of 33

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Consolidated Statement of Income (loss) and Other <br><br>Comprehensive Income (loss) for the nine months<br><br> ended September 30, 2023	As<br><br> previously<br><br> reported			Restatement			As restated
Other comprehensive loss	$	-		$	1,813		$	1,813
Loss on financial derivative – Convertible notes (Note 9)	$	(7,686	)	$	1,392		$	(6,294	)
Net loss	$	(19,199	)	$	1,392		$	(17,807	)
Other comprehensive loss	$	-		$	(155	)	$	(155	)
Loss per share - basic and fully diluted	$	(0.49	)	$	0.04		$	(0.45	)
Consolidated Statement of Shareholder’s Equity for the nine months ended September 30, 2023
Net loss	$	(19,199	)	$	1,392		$	(17,807	)
Accumulated other comprehensive income (loss)	$	525		$	(155	)	$	370
Consolidated Statement of Cash Flows for the nine months ended September 30, 2023
Loss on Extinguishment of 2026 Notes and recognition of 2028 Notes (Note 10)	$	20,119		$	(1,392	)	$	18,727
Net loss	$	(19,199	)	$	1,392		$	(17,807	)

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

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Page 33 of 33

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Exhibit 99.2

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ELECTRABATTERY MATERIALS CORPORATION

---

MANAGEMENT’SDISCUSSION AND ANALYSIS

FORTHE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

---

(EXPRESSEDIN THOUSANDS OF CANADIAN DOLLARS)

---

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadiandollars)

Contents

---

General	3
Company<br> Information	3
Q3’24<br> Highlights: Refinery & Strategic Developments	3
Projects<br> & Outlook	4
Exploration<br> & Evaluation Assets	6
Results<br> of Operations for the Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023	10
Results<br> of Operations for the Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023	12
Selected<br> Quarterly Financial Information	13
Capital<br> Structure, Resources & Liquidity	14
Commitments	16
Related<br> Party Transactions	17
Off<br> Balance Sheet Arrangements	17
Financial<br> Instruments	18
Subsequent<br> Events	18
Significant<br> Accounting Estimates	23
Future<br> Changes in Accounting Policies & Initial Adoption	23
Internal<br> Control Over Financial Reporting	23
Cautionary Statement<br> Regarding Forward-Looking Statements	24

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ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadiandollars)

General

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

CompanyInformation

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

(i)	a<br> hydrometallurgical refinery located in Ontario, Canada (the “Refinery”);<br> and
(ii)	a<br> number of properties and option agreements within the Idaho Cobalt Belt (the “Idaho Properties”), including the Company’s flagship mineral project, Iron<br> Creek (the “Iron Creek Project”).
---	---

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

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

Q3’24Highlights: Refinery & Strategic Developments

Refinery Project:

·	U.S.<br> Department of Defense Award: On August 19, 2024, the Company received a US$20 million<br> award under Title III of the Defense Production Act to support the construction of North<br> America's first cobalt sulfate refinery for battery-grade materials.
·	New Construction Director: Announced hiring of 30-construction project veteran, Mike Green, as Construction Director, focused on the timely<br>and successful completion of the final phase of construction.
·	Production<br> Capacity: The Refinery could produce up to 6,500 tonnes of cobalt per year, once fully operational,<br> supporting over 1 million electric vehicles (EVs) annually. LG Energy Solutions has agreed<br> to purchase up to 80% of the Refinery's capacity over the first five years.
·	Ethical<br> Sourcing: Cobalt feed material for the Refinery will be sourced from Glencore and Eurasian<br> Resources Group (“ERG”) in the Democratic Republic of Congo.
·	Strategic<br> Importance: The Refinery could support the North American defense industrial base needs by<br> diversifying critical supply chains for lithium-ion battery production.

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ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadiandollars)

BatteryRecycling:

·	Technical<br>Grade Lithium: The Company successfully produced a technical-grade lithium product, marking further advances its capabilities to produce<br>critical materials for the EV industry.
·	Joint<br> Venture with Three Fires Group: On September 18, 2024, Electra formed a joint venture,<br> Aki Battery Recycling, with the Indigenous-owned Three Fires Group to locally produce black<br> mass and recover critical minerals for re-use in EV battery production.
·	Black Mass Trial: A successful 2023 trial processed 40 tonnes of black mass from shredded lithium-ion batteries, recovering critical minerals<br>including nickel, cobalt, and lithium.
·	Environmental<br> and Social Impact: The joint venture aims to reduce the carbon footprint of the EV supply<br> chain and contribute to the participation of First Nations communities in the energy transition.

Financing &Advisory Partnerships:

·	US$20,000 Prepayment Facility: A non-binding term sheet for a US$20,000 prepayment from<br> a strategic battery materials partner was received on September 10, 2024, to support<br> project completion and operations during construction.
·	Convertible<br> Notes Update: The Company announced an its intention to convert US$6,500 of interest on its<br> US$51,000 in senior secured convertible notes into additional notes, along with changes to<br> some of the warrants associated with the convertible notes. Completion of this agreement<br> is subject to TSX Venture approval.
·	US$5,000<br> Financing Proposal: The Company announced a financing transaction for US$4,000 in secured<br> convertible notes with detachable warrants and US$1,000 in equity, raising funds for early<br> works on the Refinery project and other corporate purposes. Completion of this proposal is<br> subject to TSX Venture approval.
·	The<br> Company engaged Altitude Capital Consultants Inc. (“Altitude”), based in Toronto,<br> Ontario and led by Michael Wekerle and Gene McBurney, to provide capital markets strategy<br> and analysis of market opportunities.

IdahoExploration:

·	The<br> Company received a 10-year exploration permit from the U.S. Forestry Service for an area<br> encompassing the Iron Creek and Ruby Deposits Property and the adjacent CAS and Redcastle<br> Options Agreement Properties in the Idaho Cobalt Belt
·	New<br> Copper Showing: The 2023 field program discovered the Malachite Hill Copper Showing, expanding<br> potential at the Iron Creek Project in Idaho.
·	Redcastle<br> Agreement Extension: The Company amended its Redcastle Property Agreement to extend exploration<br> expenditure commitments until 2026 and 2028.

The Company’s primary focus remains on its Refinery project, enhancing supply chain resilience, and securing financing to support the expansion of its critical minerals operations, while advancing the Idaho Properties.

Projects &Outlook

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

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ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadiandollars)

The Refinery

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

·	Phase<br> 1 involves the expansion and recommissioning of the Company’s Refinery, with an initial<br> production target of 5,000 tonnes per year of battery-grade cobalt sulfate, sourced from<br> cobalt hydroxide supplied by certified mining operations in the Democratic Republic of Congo.
·	Phase<br> 2 includes a permit amendment and further expansion of certain refinery circuits to increase<br> cobalt production to 6,500 tonnes per year of battery-grade cobalt sulfate, matching the<br> refinery’s crystallization circuit’s nameplate capacity. The Company has invested<br> in larger equipment to enable this future production increase.
·	Phase<br> 3 focuses on the recycling of black mass from spent lithium-ion batteries, sourced from various<br> battery shredders in the United States and other regions.
·	Phase<br> 4 involves the construction of a nickel sulfate plant, providing essential components (excluding<br> manganese) to attract a precursor manufacturer to add to the Company’s refining operations.

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

The Company initiated construction to recommission the facility in 2022, however paused construction in 2023 due to impacts of post-COVID inflation and supply chain disruptions on project costs. The estimated replacement cost of the refinery complex today is US$200,000 and that approximately US$60,000 will be required to complete the construction. All long-lead, custom-fabricated equipment is on site, and the facility was operational throughout 2023 as a plant scale demonstration plant, processing battery black mass. At this time, the Company will require additional financing to continue operations, complete the construction of the Refinery, advance its battery recycling strategy, purchase required materials as the Refinery enters its operating phase and remain in compliance with the minimum liquidity covenant under the 2028 Notes.

Black Mass Recycling

Black mass is the material left after expired lithium-ion batteries are shredded and their casings removed. It contains high-value elements like nickel, cobalt, manganese, copper, lithium, and graphite, which can be recycled to make new batteries. With increasing demand for these metals and a project supply shortage of sustainable critical minerals like nickel and cobalt, black mass recycling is becoming more important for the EV battery supply chain. McKinsey & Company predicts that available battery materials for recycling will grow by 20% per year through 2040.

The Company’s black mass recycling project is part of its third strategic phase. In February 2023, Electra completed the first plant-scale recycling of black mass material in North America, successfully recovering key metals like 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 the quoted market specifications. The trial also recovered copper and manganese.

| Page 5 of 25 |

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ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadiandollars)

On September 24, 2024, the Company achieved a key milestone, producing lithium carbonate with greater than 99% purity, or technical grade, showing it can create high-quality, battery-grade materials from recycled black mass.

Recovery rates of other metals also improved over the course of the trial program. Manganese recovery increased by over 50% compared to earlier lab tests and the metal content in MHP has risen by 5-10%, increasing its value. To date, the Company has shipped approximately 28 tonnes of MHP to customers.

The success of this trial proves the Company can effectively recover valuable metals from black mass. This has attracted interest from companies in the battery supply chain looking for North American refining solutions, and in June 2024, the Company received a $5,000 funding commitment from the Critical Mineral Research Development & Demonstration Program to demonstrate that its hydrometallurgical process can recycle black mass on a continuous production basis, proving it is scalable, profitable, and reproducible at other locations.

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 property; its upgraded resource estimate was published in March 2023. 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 other cobalt-copper targets on the property. The unpatented claims remain valid as long as annual maintenance fees are paid by August 31 each year, while the patented claims require applicable real and immovable property taxes to be paid annually to Lemhi County. Some claims are subject to underlying agreements (Redcastle JV, CAS Option Agreement), requiring milestone payments or earn-in obligations to maintain exploration rights.

On January 23, 2023, the Company updated the mineral resource estimate for the Iron Creek Project (the “2023 MRE”). The 2023 MRE includes a new mineral resource estimate based on all drilling conducted through the end of 2022. The new 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 which has had insufficient drilling conducted to effectively calculate a volume and grade of mineralization. Management believes that there is potential to continue to expand the size of the Iron Creek resource and continue drilling at the Ruby target to evaluate the viability of that target.

In 2022, the Company drilled six holes for 1,674 m. One hole was completed on the east side of the Iron Creek Project to infill between the edge of the resource boundary and the drill intercepts in the 2021 step-out program. The remaining holes were completed on the Ruby target to evaluate the depth extent of Ruby zone. All holes intercepted significant cobalt mineralization confirming the depth extent and continuity of the Ruby zone.

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ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadiandollars)

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

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

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

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

Figure1. Location of the Redcastle Agreement Property and Malachite Hill Showing

The original investment commitments under the Redcastle Agreement required Electra to invest US$1,500 by May 21, 2024, and another US$1,500 by May 21, 2026, in exploration and development activities. However, alongside a strategic focus on constructing North America's first cobalt sulfate refinery in Ontario, Electra deferred major exploration work on the Redcastle Property and the investment deadlines were amended, with the first required investment now due by May 21, 2026, and the second by May 21, 2028.

| Page 7 of 25 |

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ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadiandollars)

In 2023, limited field work was completed on the MHS area, and a follow-up mineral prospecting and geological mapping program has been proposed for the area between the MHS and the Ruby Deposit. The goals of the proposed program are to confirm findings from the 2023 field work, map and sample mineralization on the surface, assess terrain suitability for further surveys or drilling, and trace copper and cobalt mineralization toward the Ruby Deposit.

During the third quarter, 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.

Execution of a proposed field program will be subject to financing.

Asset Value Continuity

	Balance<br><br> January 1, <br><br> 2023		Foreign<br><br> Exchange			Balance<br><br> December 31,<br><br> 2023		Foreign<br><br> Exchange		****<br><br>Acquisition cost		Balance<br><br> September 30,<br><br> 2024
Iron<br> Creek, USA	$	87,693	$	(2,059	)	$	85,634	$	1,767	$	34	$	87,435

| Page 8 of 25 |

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ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadiandollars)

Summaryof Quarterly Results

	Three<br> months ended		Three<br> months ended<br> September 30,
	September 30,		2023
	2024		Restated
****	()	****	()	****
Financial Position
Current Assets
Exploration and Evaluation Assets
Property, plant and equipment
Total Assets
Current Liabilities
Long-term Liabilities
Operations
General<br> and administrative
Consulting<br> and professional fees
Exploration<br> and evaluation expenditures
Investor<br> relations and marketing
Salary and<br> benefits
Share-based<br> payments
Total<br> Operating Expenses
Change in<br> fair value of marketable securities				)
Income (loss)<br> on financial derivative liability – Convertible Notes				)
4Changes<br> in fair value of US Warrant
Other<br> non-operating expense		)		)
Net loss		)		)
Basic<br> and diluted loss per share		)		)

All values are in US Dollars.

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

| Page 9 of 25 |

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ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadiandollars)

Resultsof Operations for the Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023

During the three months ended September 30, 2024, the Company recorded a net loss of $2,941 (net loss of $9,223 in the three months ended September 30, 2023), a loss per share of $0.05 (loss of $0.20 in the three months ended September 30, 2023).

·	Included<br> in the net loss for the three months ended September 30, 2024, is gain of $1,573 of<br> fair value adjustment related to the 2028 Notes (loss of $4,436 - in the three months ended<br> September 30, 2023).
·	General<br> and administrative expenses were $850 for the three months ended September 30, 2024,<br> compared to $680 for the three months ended September 30, 2023. These costs have increased<br> due to higher insurance, utilities, and repairs and maintenance expenses.
·	Consulting<br> and professional fees expenses were $607 for the three months ended September 30, 2024,<br> compared to $1,824 for the three months ended September 30, 2023. The decrease was caused<br> by lower accounting and audit costs in 2024 and higher refinery, engineering and metallurgical<br> studies in 2023.
·	Salary<br> and benefits were $1,385 for the three months ended September 30, 2024, compared to<br> $891 for the three months ended September 30, 2023. The increase was due to 2023 incentive<br> bonus partially offset by lower headcount.
·	Shared-based<br> payments were in line with the three months ended September 30, 2024 of $318 compared<br> to $317 for the three months ended September 30, 2023.
·	Exploration<br> and evaluation expenditures were $66 for the three months ended September 30, 2024,<br> compared to $259 for the three months ended September 30, 2023. Lower expenses were<br> the result of decrease operational activity related to the Idaho (Iron Creek) project as<br> permit application approvals were pending.

| Page 10 of 25 |

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ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadiandollars)

Summaryof Nine Months Ended Results

	Nine<br> months ended		Nine<br> months ended<br> September 30,
	September 30,		2023
	2024		Restated
****	()	****	()	****
Operations
General and administrative
Consulting and<br> professional fees
Exploration and<br> evaluation expenditures
Investor relations<br> and marketing
Salary and benefits
Share-based<br> payments
Total<br> Operating Expenses
Change in fair<br> value of marketable securities				)
Income (loss)<br> on financial derivative liability – Convertible Notes		)		)
Changes in fair<br> value of US Warrant
Other<br> non-operating income (loss)		)
Net Loss		)		)
Basic<br> and diluted loss per share		)		)

All values are in US Dollars.

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

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ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadiandollars)

Resultsof Operations for the Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023

During the nine months ended September 30, 2024, the Company recorded a net loss of $20,781 (net loss of $17,807 in the nine months ended September 30, 2023), a loss per share of $0.37 (loss of $0.45 in the nine months ended September 30, 2023).

·	Included<br> in the net loss for the nine months ended September 30, 2024, was a loss of $5,611 of<br> fair value adjustments related to the 2028 Notes (gain of $6,294 for the nine months ended<br> September 30, 2023).
·	General<br> and administrative expenses were $2,275 for the nine months ended September 30, 2024,<br> compared to $2,004 for the nine months ended September 30, 2023. These costs have increased<br> due to higher insurance premiums, utilities and repair and maintenance (which were capitalized<br> in prior period).
·	Consulting<br> and professional fees expenses were $2,822 for the nine months ended September 30, 2024,<br> with $5,117 for the nine months ended September 30, 2023. Lower costs were due to prior<br> year refinery, engineering and metallurgical studies, and lower legal fees and accounting<br> and audit fees in the current year.
·	Investor<br> relations and marketing expenses were $583 for the nine months ended September 30, 2024,<br> compared to $388 for the nine months ended September 30, 2023. The increase was due<br> to higher marketing and professional services**.**
·	Salary<br> and benefits were $3,079 for the nine months ended September 30, 2024, compared to $3,510<br> for the nine months ended September 30, 2023. The decrease was due to lower headcount.
·	Exploration<br> and evaluation expenditures were $210 for the nine months ended September 30, 2024,<br> compared to $612 for the nine months ended September 30, 2023. Lower expenses were the<br> result of reduced exploration activity related to the Idaho mineral properties.

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ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadiandollars)

SelectedQuarterly Financial Information

For<br> the three months ended,	Net<br> income (loss)			Income<br> (loss) per share			Total<br> assets
September 2024	$	(2,941	)	$	(0.05	)	$	144,715
June 2024		(5,671	)		(0.10	)		148,169
March 2024		(12,169	)		(0.22	)		149,335
December 2023		(46,859	)		(0.84	)		148,692
September 2023<br> ^1^		(9,223	)		(0.20	)		210,152
June 2023<br> ^1^		11,762			0.33			197,009
March 2023<br> ^1^		(20,346	)		(0.57	)		198,695
December 2022	$	10,315		$	0.31		$	187,524

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

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

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

Change in FunctionalCurrency

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

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

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

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

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ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadiandollars)

CapitalStructure, Resources & Liquidity

As of the date of this MD&A, the Company has 57,371,804 common shares issued and outstanding. In addition, there are outstanding share purchase warrants and stock options for a further 33,724,658 and 4,698,118 common shares, respectively. The Company currently has 628,338 Deferred Share Units (DSUs), 199,983 Restricted Share Units (RSUs) and Nil Performance Share Units (PSUs) issued under its Long-Term Incentive Plan.

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

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

CapitalStructure

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

The Company will continue to adjust its capital structure based on Management’s assessment of the best capital mix to effectively advance its assets. The Company’s debt component of its capital structure has a par value of $67,938 (US$50,250) outstanding after an early conversion of $664 (US$500) of notes in February 2023 and $334 (US$250) in April 2023. As of September 30, 2024, the Company had $67,832 (US$50,250) of convertible notes.

On August 28, 2024, Altitude Capital Consultants Inc. (“Altitude”) was engaged for an initial term of twelve months, and in conjunction the Company granted 1,000,000 incentive stock options to Altitude in accordance with the Company’s long-term incentive plan, exercisable at a price of $0.82, and not as previously noted, for a period of three-years, and vest quarterly in four equal tranches over a one-year period. The Company is at arms-length from Altitude and its principals, and the services to be provided by Altitude do not include investor relations or promotional activities.

In February 2023, the company refinanced its debt by issuing 2028 Notes with a principal of US$51,000 and settling the 2026 Notes with a principal of US$36,000, resulting in net proceeds of US$15,000 after interest and transaction costs. The 2028 Notes have a required minimum liquidity balance of US$2,000.

On January 15, 2024, the company received approval from the TSX Venture Exchange (TSXV) and warrant holders to amend the terms of 10,796,054 outstanding warrants associated with the 2028 Notes and expiring in February 2028. The amendments included lowering the exercise price to $1.00 per share and adding an acceleration clause, which shortens the term to 30 days if the stock price exceeds $1.20 for ten consecutive trading days. In such cases, warrants could be exercised on a cashless basis.

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ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadiandollars)

On March 13, 2024, the TSXV approved the issuance of common shares to settle US$401 in interest associated with the 2028 Notes. On March 21, 2024, the Company issued 843,039 shares at a deemed price of $0.6439 per share, based on a 5-day volume-weighted average price, to partially satisfy interest payments on the US$51,000 in convertible notes.

On August 14, 2024, the holders of the 2028 Notes agreed that all accrued interest owing to August 15, 2024, on the 2028 Notes will be “paid-in-kind,” not in cash, and added to the outstanding principal amount of the notes. As a result of this agreement, the Company will issue additional notes in the principal amount of US$6,500.  The payment in kind and the issuance of additional notes is subject to certain conditions, including the approval of the TSX Venture Exchange. As at September 30, 2024 the Company is in default of the 2028 Notes due to non-payment of interest.

The Company is in the process with the Noteholders to waive certain existing events of default regarding the non-payment of interest under the 2028 Notes, the minimum required cash balance and failure to register the resale of the common shares issuable pursuant to the terms of the 2028 Notes.

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

NasdaqDelisting Notification

On September 22, 2023, the Company was notified by The Nasdaq Stock Market LLC (“Nasdaq”) that it was not in compliance with the minimum bid price requirement of US$1.00 per share under Nasdaq Listing Rule 5550(a)(2), based on the closing bid price of its common shares over the preceding 30 business days. The Company was given 180 days to regain compliance, with a deadline of March 19, 2024, during which its shares would continue to trade on Nasdaq.

On February 27, 2024, the Company announced its intention to apply for an additional 180-day extension to the notice period, which was granted on March 21, 2024. The new deadline for regaining compliance was September 16, 2024.

On September 17, 2024, the Company received another notice of noncompliance from Nasdaq. The Company filed an appeal, which was heard on November 5, 2024 before an independent panel. The panel is expected to issue a written decision within 30 days. The Company’s shares will continue to trade on Nasdaq until such time.

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 minimum liquidity balance covenant of US$2,000.

At September 30, 2024, the Company had unrestricted cash of $3,264 (December 31, 2023 - $7,560) and marketable securities of $113 (December 31, 2023 - $595), compared to accounts payable and accrued liabilities of $5,465 (December 31, 2023 - $8,828).

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

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ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadiandollars)

The Company had the following summarized cash flows:

	Nine months  ended  September 30, 2024			Nine months ended September 30, 2023 (Restated)
Cash used in operation<br> activities		(10,891	)		(17,040	)
Cash used in investing activities		1,369			(12,513	)
Cash provided<br> by financing activities		5,199			36,587
Change in cash during the period		(4,323	)		7,034
Effect of exchange rates		27			67
Cash, beginning of period		7,560			7,952
Cash, end of the period	$	3,264		$	15,053

Cash used in operating activities was $10,891 during the nine months ended September 30, 2024, compared to $17,040 used in operating activities during the nine months ended September 30, 2023. The increase in cash used in operating activities was driven primarily by changes in working capital.

Cash provided in investing activities was $1,369 during the nine months ended September 30, 2024, compared to cash used in investing activities of $12,513 during the nine months ended September 30, 2023. The decrease in cash used in investing activities relates to the decrease in capital spending.

Cash flows provided by financing activities were $5,199 during the nine months ended September 30, 2024, compared to the $36,587 from financing activities during the nine months ended September 30, 2023. The change was primarily driven by net proceeds from 2028 notes, which was completed on February 13, 2023 compared to receipt of FedNor funds in 2024.

Commitments

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

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ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadiandollars)

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

****	2024		2025		2026		2027		Thereafter		Total
Purchase commitments	$	457	$	160	$	-	$	-	$	-	$	617
Convertible<br> notes payments ^1^		-		15,190		6,064		6,064		70,865		98,183
Government loan payments		9		36		1,615		2,141		6,414		10,215
Lease payments		31		125		128		43		-		327
Royalty<br> payments ^2^		-		-		-		317		2,731		3,048
Other		33		304		67		-		2,025		2,429
	$	530	$	15,815	$	7,874	$	8,565	$	82,035	$	114,819

^1^ Convertible notes payment amounts are based on contractual maturities of 2028 Notes and assumption that it would remain outstanding until maturity. The 2026 Notes were cancelled and replaced with the 2028 Notes in February 2023.

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

The Company has recorded a provision for environmental remediation, reclamation and decommissioning for its Ontario assets. For the Refinery, a liability of $3,125 has been recorded, linked to the closure plan filed and accepted in March 2022 and updated in November 2022. In relation to the refinery closure plan, an amount of $3,450 has been posted via a surety bond with the Ministry of Northern Development, Mines, Natural Resources and Forestry (“NDMNRF”) as financial assurance.

RelatedParty Transactions

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

The Company paid and/or accrued during the three and nine months ended September 30, 2024 and 2023, the following fees to management personnel and directors.

	Three months ended September 30				Nine<br> months ended <br><br> September 30
	2024		2023		2024		2023
Management	$	812	$	560	$	1,649	$	1,555
Directors’<br> fees		46		7		131		61
	$	858	$	567	$	1,780	$	1,616

During the three and nine months ended September 30, 2024, the Company had share-based payments made to management and directors of $330 and $1,163, respectively (three and nine months ended September 30, 2023 $589 and $1,328, respectively).

As at September 30, 2024, the accrued liabilities balance for related parties was $571 (December 31, 2023 - $78), which relates mainly to compensation accruals.

OffBalance Sheet Arrangements

The Company currently has no off-balance sheet arrangements.

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ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadiandollars)

FinancialInstruments

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

SubsequentEvents

a)

Subsequent to September 30, 2024, the Company announced that it has received a non-binding term sheet<br>from the holders of the existing secured notes issued by the Company on February 13, 2023 (the “Existing Notes”) for a financing<br>transaction (the “Financing”) which would result in gross proceeds to the Company of US$5,000. These funds will enable the<br>Company to initiate certain early works and winter preparations at the Ontario Refinery project site in Temiskaming Shores, Ontario, as<br>well as being used for general corporate purposes.

The Financing will consist of the offer and sale of secured convertible notes (the “Notes”) in the principal amount of US$4,000 and US$1,000 of common shares (each, a “Share”) at a price of US$0.543 per Share. The Notes will be issued together with 4,545,454 detachable common share purchase warrants (each, a “New Warrant”) entitling the holders to acquire an equivalent number of common shares at a price of C$1.00 per share for a period of twenty-four months following issuance. The Notes will rank pari passu to the Existing Notes, will bear interest at a rate of 12.0% per annum, payable quarterly in cash, and will mature on November 12, 2027. The Notes will also be guaranteed by substantially all of the Company’s subsidiaries and will be secured on a first lien basis by substantially all of the assets of the Company and its subsidiaries. At the option of the holder, the Notes will be convertible into common shares at an effective conversion price of US$0.62445 per share, representing a 15% premium to the price of the Shares issuable in connection with the Financing.

Conversion of the Notes and the New Warrants will be restricted to the extent it will result in a holder owning more than 9.9% of the outstanding common share capital of the Company.

The completion of the Financing is subject to a number of conditions and uncertainties, including the completion of customary definitive documentation and receipt of any required regulatory approvals. All securities to be issued in connection with the Financing will be subject to restrictions on resale in accordance with applicable securities laws. No finders’ fees or commissions are payable in connection with the Financing. The term sheet for the Financing is non-binding, and there is no guarantee that the Company or the holders of the Existing Notes will complete the financing on the terms described in this release or on any other terms.

The securities to be issued have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any applicable U.S. state securities laws, and may not be offered or sold in the United States absent registration or an available exemption from the registration requirement of the U.S. Securities Act and applicable U.S. state securities laws.

In connection with completion of the Financing, the holders of the Existing Notes intend to waive certain existing events of default regarding the non-payment of interest under the Existing Notes, the minimum required cash balance and failure to register the resale of the common shares issuable pursuant to the terms of the Existing Notes and the Existing Warrants (as defined below) and to defer payment of all outstanding interest amounts until February 15, 2025, at which point all deferred interest amounts will be payable in cash.

Subject to completion of the Financing and receipt of any required regulatory approvals, the Company also intends to the amend the terms of an aggregate of 10,796,054 outstanding share purchase warrants (the “Existing Warrants”). The Existing Warrants were issued in connection with the offering of the Existing Notes on February 13, 2023, and are currently exercisable at a price of C$1.00 until February 13, 2028.

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ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadiandollars)

Under the proposed amendments to the Existing Warrants, the exercise price will be reduced to C$0.85 per Share. In addition, the Existing Warrants will be amended to include a revised acceleration clause such that the term of the Existing Warrants will be reduced to thirty days in the event the closing price of the common shares on the TSX Venture Exchange exceeds C$0.85 by twenty percent or more for ten consecutive trading dates, with the reduced term beginning seven calendar days after such ten consecutive-trading-day period. Upon the occurrence of an acceleration event, holders of the Existing Warrants may exercise the Existing Warrants on a cashless basis, based on the value of the Existing Warrants at the time of exercise, subject to compliance with the policies of the TSX Venture Exchange.

b)

During<br> the quarter, the Company received notice from The Nasdaq Stock Market LLC (“Nasdaq”)<br> of noncompliance with the minimum bid price requirement ("Minimum Bid Requirement")<br> of US$1.00 per share under Nasdaq Listing Rule 5550(a)(2) on September 17,<br> 2024, and successfully submitted a request for an appeal of Nasdaq's determination pursuant<br> to the procedures set forth in the Listing Rules. Subsequent to September 30, 2024,<br> the appeal hearing was held on November 5, 2024, before a panel composed of members<br> of the public, independent of NASDAQ. The panel is expected to issue a written decision within<br> 30 days. The Company’s shares will continue to trade on Nasdaq until such time.

RiskManagement

FinancialRisk Factors

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

Liquidity Risk

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

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ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadiandollars)

Credit Risk

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

Interest Rate Risk

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

Foreign Currency Risk

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

BusinessRisks and Uncertainties

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

Going Concern

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

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ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadiandollars)

Financing

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

Technical Capabilitiesof 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 MeetDebt Service Obligations

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

Macroeconomic Risks

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

Industry and Mineral ExplorationRisk

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.

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ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadiandollars)

Commodity Prices

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

Environmental

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

Title of Assets

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

Competition

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

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

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

Cybersecurity

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

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ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadiandollars)

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

Additional information on risks and uncertainties relating to The Company’s business is provided in the Company’s Annual Information Form dated May 10, 2024 (“AIF”), under the heading “Risk Factors”. Additional information relating to Electra, including the AIF, is available on SEDAR+ at www.sedarplus.com.

SignificantAccounting Estimates

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

FutureChanges 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. The Company has assessed these standards, including amendments to IAS 1 – Non-current liabilities and Covenants, and determined a reclassification of the convertible notes from long-term to current liabilities applies in the current period. In addition, Lease Liability in a Sale and Leaseback (Amendment to IFRS 16 Leases) - is effective January 1, 2024. The adoption of this amendment did not have an impact on the Company’s consolidated financial statements.

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

InternalControl Over Financial Reporting

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

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ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadiandollars)

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

·	An<br> ineffective control environment resulting from the combination of an insufficient number<br> of trained financial reporting and accounting personnel with the appropriate skills and knowledge<br> about the design, implementation, and operation of ICFR and inadequate IT tools and resources<br> to ensure the relevance, timeliness and quality of information used in control activities.
·	Management<br> has not designed or implemented a control monitoring process necessary to identify control<br> weaknesses and remediations in a timely manner necessary to ensure the reliability of its<br> ICFR.
·	Control<br> deficiencies in the procurement, payment and receiving processes resulting from a lack of<br> formal processes to ensure adherence to the Company’s delegation of authority policy,<br> inconsistent matching of receipts to goods and services to supporting documentation and inconsistent<br> receiving processes affecting the timing of recognition of assets and liabilities at the<br> Company’s refinery project.

As a consequence of the above, the Company had ineffective control activities related to the design of process level and financial statement close controls which had a pervasive impact on the Company's ICFR. In the third and fourth quarter of 2023, Management hired several qualified staff and began to rectify segregation issues. Over the next quarter, Management intends to further these efforts and has engaged external experts to design a process for and perform monitoring controls.

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

Disclosure Controlsand Procedures

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

Limitations ofControls 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.

CautionaryStatement 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.

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ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(expressed in thousands of Canadiandollars)

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

FORM 52-109F2

CERTIFICATION OF INTERIMFILINGS

FULL CERTIFICATE

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

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the<br> “interim filings”) of Electra Battery Materials Corporation (the “issuer”) for the interim period<br>ended September 30, 2024.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the<br>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<br>is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered<br>by the interim filings.
---	---
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim<br>financial report together with the other financial information included in the interim filings fairly present in all material respects<br>the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim<br>filings.
---	---
4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible<br>for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as<br>those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for<br>the issuer.
---	---
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s<br>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<br>that
---	---
(i)	material information relating to the issuer is made known to us by others, particularly during the period<br>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<br>filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified<br>in securities legislation; and
---	---
(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding<br>the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s<br>GAAP.
---	---
5.1	Control framework: The control framework the issuer’s other certifying officer(s) and<br>I used to design the issuer’s ICFR is Risk Management and Governance: Guidance on Control (COCO Framework), published by<br>The Canadian Institute of Chartered Accountants.
---	---
5.2	ICFR – material weakness relating to design: The issuer has disclosed in its interim<br>MD&A for each material weakness relating to design existing at the end of the interim period
---	---	---
	(a)	a<br>description of the material weakness;

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| --- | | (b) | the impact of the material weakness on the issuer’s financial reporting and its ICFR; and | | --- | --- | | (c) | the issuer’s current plans, if any, or any actions already undertaken, for remediating the material<br>weakness. | | --- | --- | | 5.3 | Limitation on scope of design: N/A | | --- | --- | | 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in<br>the issuer’s ICFR that occurred during the period beginning on July 1, 2024 and ended on September 30, 2024 that has materially<br>affected, or is reasonably likely to materially affect, the issuer’s ICFR. | | --- | --- |

DATE: November 14, 2024

“Trent Mell”
Trent Mell
Chief Executive Officer

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Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIMFILINGS

FULL CERTIFICATE

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

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the<br> “interim filings”) of Electra Battery Materials Corporation (the “issuer”) for the interim period<br>ended September 30, 2024.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the<br>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<br>is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered<br>by the interim filings.
---	---
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim<br>financial report together with the other financial information included in the interim filings fairly present in all material respects<br>the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim<br>filings.
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4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible<br>for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as<br>those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for<br>the issuer.
---	---
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s<br>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<br>that
---	---
(i)	material information relating to the issuer is made known to us by others, particularly during the period<br>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<br>filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified<br>in securities legislation; and
---	---
(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding<br>the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s<br>GAAP.
---	---
5.1	Control framework: The control framework the issuer’s other certifying officer(s) and<br>I used to design the issuer’s ICFR is Risk Management and Governance: Guidance on Control (COCO Framework), published by<br>The Canadian Institute of Chartered Accountants.
---	---
5.2	ICFR – material weakness relating to design: The issuer has disclosed in its interim<br>MD&A for each material weakness relating to design existing at the end of the interim period
---	---	---
	(a)	a<br>description of the material weakness;

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| --- | | (b) | the impact of the material weakness on the issuer’s financial reporting and its ICFR; and | | --- | --- | | (c) | the issuer’s current plans, if any, or any actions already undertaken, for remediating the material<br>weakness. | | --- | --- | | 5.3 | Limitation on scope of design: N/A | | --- | --- | | 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in<br>the issuer’s ICFR that occurred during the period beginning on July 1, 2024 and ended on September 30, 2024 that has materially<br>affected, or is reasonably likely to materially affect, the issuer’s ICFR. | | --- | --- |

DATE: November 14, 2024

“David Allen”
David Allen
Chief Financial Officer

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