Electra Battery Materials Corp 6-K, filed Nov 14, 2022
Electra Battery Materials Corp (ELBM)
About this 6-K
Electra Battery Materials Corp filed this 6-K on November 14, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2022
Commission File Number: 001-41356
Electra Battery Materials Corporation
(Translation of registrant’s name into English)
133 Richmond Street West, Suite 602
Toronto, Ontario, M5H 2L3, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| ¨ Form 20-F | x Form 40-F |
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): ¨
Incorporation By Reference
Exhibit 99.1 to this Form 6-K of Electra Battery Materials Corporation is hereby incorporated by reference to its Registration Statement on Form F-10 (File No. 333-264982), as amended or supplemented.
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, 2022 | By: | /s/ Craig Cunningham | |
| Name: | Craig Cunningham | ||
| Title: | Chief Financial Officer | ||
Form 6-K Exhibit Index
| Exhibit Number |
Document Description | |
| 99.1 | Material Change Report of the Registrant, dated November 11, 2022 | |
| 99.2 | Consent of Fasken Martineau DuMoulin LLP |
Exhibit 99.1
ELECTRA BATTERY MATERIALS CORPORATION
FORM 51-102F3
MATERIAL CHANGE REPORT
| ITEM 1 | NAME AND ADDRESS |
Electra Battery Materials Corporation. (the “Company”)
133 Richmond Street W, Suite 602
Toronto, Ontario
M5H 2L3
| ITEM 2 | DATE OF MATERIAL CHANGE November 8, 2022 |
| ITEM 3 | NEWS RELEASE |
The Company issued a news release on November 8, 2022 announcing the material change, which was disseminated through Business Wire and subsequently filed on SEDAR. A subsequent news release was filed on November 9, 2022.
| ITEM 4 | SUMMARY OF MATERIAL CHANGE |
On November 8, 2022, the Company announced a marketed offering of units (“Units”) on a “best efforts” basis for proceeds of approximately US$8,000,000 (the “Equity Offering”). The expected size of the Equity Offering was subsequently reduced to approximately US$5.5 million. The Units will be sold at a price of US$2.35 per Unit, which price was determined in the context of the market, with each Unit consisting of one common share in the capital of the Corporation (each, a “Common Share”) and one Common Share purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder thereof to acquire, subject to adjustment in certain circumstances, one additional Common Share at a price of US$3.10 for a period of three years following the closing of the Equity Offering.
| ITEM 5 | FULL DESCRIPTION OF MATERIAL CHANGE |
On November 8, 2022 the Company announced the Equity Offering.
Concurrently with the announcement of the Equity Offering, the Company filed a draft prospectus supplement dated November 8, 2022 (the “Preliminary Prospectus Supplement”), which was amended by the filing of an amended draft prospectus supplement on November 9, 2022 (the “Amended Preliminary Prospectus Supplement”), each of which supplemented the Company’s final short form base shelf prospectus dated November 26, 2020, as amended by amendment no. 1 dated November 30, 2021. The Amended Preliminary Prospectus Supplement amended the expected size of the Equity Offering to approximately US$5,500,000.
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Later on November 9, 2022, after completion of marketing efforts and determining the size of the Equity Offering, the Company filed a prospectus supplement (the “Prospectus Supplement”) qualifying the distribution of 2,345,000 Units at a price of US$2.35 per Unit, for gross proceeds of US$5,510,750. The price of the Units was determined in the context of the market. Each Unit consists of one Common Share and one Warrant, with each Warrant exercisable to acquire, subject to adjustment in certain circumstances, one additional Common Share at a price of US$3.10 for a period of three years following the closing of the Equity Offering.
Concurrently with the filing of the Final Prospectus Supplement, the Company entered into an agency agreement with Cantor Fitzgerald Canada Corporation, Canaccord Genuity Corp., H.C. Wainwright & Co., LLC, A.G.P./Alliance Global Partners, Desjardins Securities Inc., Paradigm Capital Inc. and Red Cloud Securities Inc.
The Company intends to use the net proceeds of the Equity Offering for capital expenditures associated with the expansion and recommissioning of the Company’s wholly-owned hydrometallurgical cobalt refinery, including buildings, equipment, infrastructure, and other direct costs, as well as engineering and project management costs.
The Equity Offering is expected to close on or about November 15, 2022, and is subject to customary closing conditions including the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange and notification to The Nasdaq Stock Market. There can be no assurance as to whether or when the Equity Offering may be completed, or as to the actual size or terms of the Equity Offering.
| ITEM 6 | RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102 |
Not applicable. This report is not being filed on a confidential basis.
| ITEM 7 | OMITTED INFORMATION |
There is no information of a material nature that has been omitted.
| ITEM 8 | EXECUTIVE OFFICER |
The following officer of the Company is knowledgeable about the material change and this report:
Joe Racanelli
Vice President, Investor Relations
Telephone: 416-900-3891
| ITEM 9 | DATE OF REPORT November 11, 2022 |
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Cautionary Note Regarding Forward-Looking Statements:
This material change report may contain forward-looking statements and forward-looking information (together, “forward-looking statements) ” within the meaning of applicable securities laws and the United States Private Securities Litigation Reform Act of 1995, including, without limitation, statements with respect to the Equity Offering, including the use of proceeds and the expected closing date thereof. Generally, forward- looking statements can be identified by the use of terminology such as “plans”, “expects', “estimates”, “intends”, “anticipates”, “believes” or variations of such words, or statements that certain actions, events or results “may”, “could”, “would”, “might”, “occur” or “be achieved”.
Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance and opportunities to differ materially from those implied by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements are set forth in the Prospectus Supplement filed on SEDAR, including the documents incorporated by reference therein and other disclosures of risk factors for the Company, filed on SEDAR at www.sedar.com. Although the Company believes that the information and assumptions used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this material change report, and no assurance can be given that such events will occur in the disclosed times frames or at all. Except where required by applicable law, the Company disclaims any intention or obligation to update or revise any forward- looking statement, whether as a result of new information, future events or otherwise.
Exhibit 99.2
November 14, 2022
Consent of Fasken Martineau DuMoulin LLP
We hereby consent to the use of our name under the headings “Documents Filed as Part of the U.S. Registration Statement” and “Legal Matters”, and to the reference to our name and use of our opinion under the heading “Eligibility for Investment” in the prospectus supplement dated November 14, 2022, relating to the offering by Electra Battery Materials Corporation (the “Company”) of common shares of the Company, which forms part of the Registration Statement on Form F-10 (File No. 333-264982), as amended.
In giving this consent, we do not acknowledge that we come within the category of persons whose consent is required by the United States Securities Act of 1933, as amended, or the rules and regulations thereunder.
/s/ “Fasken Martineau DuMoulin LLP”
Fasken Martineau DuMoulin LLP