Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2024

Commission File Number: 001-41356

ELECTRA BATTERY MATERIALS CORP.

(Translation of registrant’s name into English)

133 Richmond Street West, Suite 602

Toronto, Ontario, Canada M5H 2L3

(416) 900-3891

(Address of principal executive office)

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

x Form 20-F

¨ Form 40-F

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 Corp.
	(Registrant)



Date: May 23, 2024	By:	/s/ Trent Mell
		Name:  Trent Mell
		Title:    Chief Executive Officer and Director

Form 6-K Exhibit Index

Exhibit
Number		Document Description

99.1		Condensed Interim Consolidated Financial Statements for the three months ended March 31, 2024
99.2		Management’s Discussion and Analysis for the three months ended March 31, 2024
99.3		Form 52-109F2 CEO Certification of Interim Filings
99.4		Form 52-109F2 CFO Certification of Interim Filings
99.5		Form 51-102F6 Statement of Executive Compensation dated May 21, 2024
99.6		Press Release dated May 22, 2024

Exhibit 99.1

ELECTRA BATTERY MATERIALS CORPORATION

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(UNAUDITED)

(EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)

ELECTRA BATTERY MATERIALS CORPORATION

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

AS AT MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

	March 31, 2024			December 31, 2023 Restated (Note 19)
ASSETS
Current Assets
Cash and cash equivalents	$	5,648		$	7,560
Restricted cash		417			888
Marketable securities (Note 6)		761			595
Prepaid expenses and deposits		1,442			468
Receivables		586			1,081
		8,854			10,592
Non-Current Assets
Exploration and evaluation assets (Note 5)		87,732			85,634
Property, plant and equipment (Note 4)		51,541			51,258
Long-term restricted cash		1,208			1,208
Total Assets	$	149,335		$	148,692

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	7,711		$	8,828
Accrued interest		6,358			5,730
Convertible notes payable (Note 9)		47,382			40,101
Warrants (Note 9)		1,972			1,421
US warrants (Note 11 (c))		37			7
		63,460			56,087
Non-Current Liabilities
Government loan payable (Note 8)		5,406			4,299
Government grants (Note 8)		2,009			849
Royalty (Note 9)		974			858
Lease liability		165			175
Asset retirement obligations (Note 7)		2,858			3,126
Total Liabilities	$	74,872		$	65,394
Shareholders’ Equity
Common shares (Note 10)		306,357			304,721
Reserve (Note 10)		25,181			25,579
Accumulated other comprehensive income		539			(1,557	)
Deficit		(257,614	)		(245,445	)
Total Shareholders’ Equity	$	74,463		$	83,298
Total Liabilities and Shareholders’ Equity	$	149,335		$	148,692
Commitments and Contingencies (Note 15)
Subsequent events (Note 18)

Approved on behalf of the Board of Directors and authorized for issue on May 21, 2024


Susan Uthayakumar, Director		Trent Mell, Director

See accompanying notes to consolidated financial statements.

Page 2 of 28

ELECTRA BATTERY MATERIALS CORPORATION

CONSOLIDATED STATEMENTS OF LOSS AND OTHER COMPREHENSIVE LOSS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

	Three months ended March 31, 2024			Three months ended March 31, 2023 Restated (Note 19)
Operating expenses
General and administrative	$	523		$	900
Consulting and professional fees		1,123			600
Exploration and evaluation expenditures		63			77
Investor relations and marketing		178			33
Refinery, engineering and metallurgical studies		-			624
Refinery, permitting and environmental expenses		-			28
Salaries and benefits		896			1,328
Share-based payments		561			218
Operating loss before noted items below:		3,344			3,808
Other
Change in fair value of marketable securities (Note 6)		92			110
Loss on financial derivative liability – Convertible Notes (Note 9)		(6,811	)		(14,862	)
Changes in fair value of US Warrant (Note 11 (c))		(30	)		(94	)
Other non-operating loss (Note 12)		(2,076	)		(1,692	)
Net loss	$	(12,169	)	$	(20,346	)

Other comprehensive income:
Foreign currency translation gain (loss)		2,096			(71	)

Net loss and other comprehensive loss	$	(10,073	)	$	(20,417	)

Basic loss per share (Note 13)	$	(0.22	)	$	(0.57	)
Diluted loss per share (Note 13)	$	(0.22	)	$	(0.57	)
Weighted average number of common shares outstanding - Basic (Note 13)		56,066,030			35,566,169
Weighted average number of common shares outstanding - Diluted (Note 13)		56,066,030			35,566,169

See accompanying notes to consolidated financial statements.

Page 3 of 28

ELECTRA BATTERY MATERIALS CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

	Common Shares							Accumulated Other Comprehensive
	Number of shares		Amount		Reserves			Income (Loss)			Deficit			Total
Balance – January 1, 2024		55,851,327	$	304,721	$	25,579		$	(1,557	)	$	(245,445	)	$	83,298
Other comprehensive earnings for the period, net of taxes		-		-		-			2,096			-			2,096
Net loss for the period		-		-		-						(12,169	)		(12,169	)
Share-based payment expense		-		-		561			-			-			561
Performance based incentive payment		165,257		134		-			-			-			134
Shares and units issued for:
Exercise of restricted and performance share units (Note 10)		338,845		959		(959	)		-			-			-
Settlement of interest on 2028 Notes (Note 9)		843,039		543		-			-			-			543
Balance – March 31, 2024		57,198,468	$	306,357	$	25,181		$	539		$	(257,614	)	$	74,463

Balance – January 1, 2023		35,185,977	$	288,871	$	17,892		$	525		$	(180,779	)	$	126,509
Other comprehensive loss for the period, net of taxes		-		-		-			(71	)		-			(71	)
Net loss for the period		-		-		-			-			(20,346	)		(20,346	)
Share-based payment expense		-		-		218			-			-			218
Directors’ fees paid in deferred share units		-		-		885			-			-			885
Convertible Notes Conversion (Notes 9 and 10)		242,997		662		-			-			-			662
Balance – March 31, 2023 (Restated Note 19)		35,428,974	$	289,533	$	18,995		$	454		$	(201,125	)	$	107,857

See accompanying notes to consolidated financial statements.

Page 4 of 28

ELECTRA BATTERY MATERIALS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

	Three months ended March 31, 2024			Three months ended March 31, 2023 Restated (Note 19)
Operating activities
Net loss	$	(12,169	)	$	(20,346	)
Adjustments for items not affecting cash:
Share-based payments		561			218
Change in fair value of marketable securities		(92	)		(110	)
Depreciation		14			15
Changes in fair value of convertible 2028 Notes		-			5,076
Interest expense on convertible 2028 Notes		1,036			-
Loss on extinguishment of 2026 Notes and recognition of 2028 Notes (Note 8)		-			18,727
Fair value loss (gain) on convertible notes and warrants 2028 Notes (Note 10)		6,811			(8,941	)
Changes in fair value of royalty		49			94
Directors’ fees paid in DSU’s		-			885
Incentive payment in common shares		134			-
Unrealized loss on foreign exchange		1,151			954
		(2,505	)		(3,428	)
Changes in working capital:
Decrease in receivables		495			1,645
Decrease (increase) in prepaid expenses and other assets		(974	)		364
(Decrease) increase in accounts payable and accrued liabilities		(1,117	)		454
Cash used in operation activities		(4,101	)		(965	)

Investing activities
Transfer to restricted cash		471			-
Capital long-term prepayments		-			(37	)
Proceeds from sale of marketable securities		28			35
Additions to property, plant and equipment		(565	)		(12,245	)
Cash used in investing activities		(66	)		(12,247	)

Financing activities
Proceeds from government loan		2,267			238
Payment of lease liability, net of interest		(10	)		(9	)
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		2,257			16,486
Change in cash during the period		(1,910	)		3,274
Effect of exchange rates on cash		(2	)		3
Cash, beginning of the period		7,560			7,952
Cash, end of period	$	5,648		$	11,229

See accompanying notes to consolidated financial statements.

Page 5 of 28

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

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 March 31, 2024 and December 31, 2023, the Company had an accumulated deficit of $257,614 and $245,445, respectively, though, the Company was in compliance with all required covenants as of March 31, 2024, and December 31, 2023. The Company’s recurring losses from operations and negative cash flows raise substantial doubt about the Company’s ability to continue as a going concern. The global economy, including the financial and credit markets, 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 substantial operating losses and net cash outflows from operating activities.

Page 6 of 28

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 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. 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.

2.

Material Accounting Policies and Basis of Preparation

Basis of Presentation and Statement of Compliance

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

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 May 21, 2024.

Certain comparative 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. 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 28

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

4.

Property, Plant and Equipment and Capital Long-Term Prepayments

Cost	Property, Plant and Equipment		Construction in Progress			Right-of- use Assets		Total
January 1, 2023	$	5,989	$	76,048		$	301	$	82,338
Additions during the year		-		16,942			-		16,942
Transfers from capital long-term prepayments		-		3,968			-		3,968
Impairment		-		(51,884	)		-		(51,884	)
Balance December 31, 2023	$	5,989	$	45,074		$	301	$	51,364
Additions during the year		-		565			-		565
Asset retirement obligation - Change in estimate from discounting				(268	)				(268	)
Balance March 31, 2024	$	5,989	$	45,371		$	301	$	51,661

Accumulated Depreciation	Property, Plant and Equipment		Construction in Progress		Right-of- use Assets		Total
January 1, 2023	$	10	$	-	$	40	$	50
Change for the year		-		-		56		56
Balance December 31, 2023	$	10	$	-	$	96	$	106
Change for the year		-		-		14		14
Balance March 31, 2024	$	10	$	-	$	110	$	120

Net Book Value
Balance December 31, 2023	$	5,979	$	45,074	$	205	$	51,258
Balance March 31, 2024	$	5,979	$	45,371	$	191	$	51,541

Most of the Company’s property, plant, and equipment assets relate to the Refinery located near Temiskaming Shores, Ontario, Canada. The carrying value of property, plant, and equipment is $51,541 (December 31, 2023 - $51,258), all of which is pledged as security for the 2028 Notes (Note 9).

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

Capitalized development costs for the three months ended March 31, 2024 totaled $565 (December 31, 2023 - $14,801) of which capitalized borrowing costs were $Nil (December 31, 2023 - $2,781).

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

Page 8 of 28

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

5.

Exploration and Evaluation Assets

	Balance January 1, 2023		Foreign Exchange			Balance December 31, 2023		Foreign Exchange		Balance March 31, 2024
Iron Creek, USA	$	87,693	$	(2,059	)	$	85,634	$	2,098	$	87,732
Total	$	87,693	$	(2,059	)	$	85,634	$	2,098	$	87,732

The comparative balance has been restated for a change in the functional currency resulting in a decrease to Exploration and Evaluation assets of $71 at March 31, 2023 to $87,622 (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

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 March 31, 2024 was $761 (December 31, 2023 - $595). These shares were marked-to-market at March 31, 2024 resulting in a unrealized gain of $92 being recorded during the three months ended March 31, 2024 (Three months ended March 31, 2023 – $110).

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

Page 9 of 28

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

7.

Asset Retirement Obligations

As at March 31, 2024, the estimated cost of closure is $3,142. The Company maintains a surety bond for $3,450 as financial assurance based on the October 2021 closure plan.

The full estimated closure cost in the latest closure plan incorporated a number of new disturbances that have yet to take place, such as new roadways, new chemicals on site, and a new tailings area. The latest closure plan also included cost updates relating to remediating disturbances that existed at March 31, 2024. The following assumptions were used to calculate the asset retirement obligation:

●

Discounted cash flows of $3,126 (December 31, 2023 - $3,126)

●

Closure activities date of 2037 (December 31, 2023 – 2037)

●

Risk-free discount rate of 3.45% (December 31, 2023 – 3.98%)

●

Long-term inflation rate of 3.0% (December 31, 2023 – 3.0%)

During the three months ended March 31, 2024, the asset retirement obligation was increased by $Nil (December 31, 2023 - $1,336) due to a revised estimate of closure cost activities for current Refinery infrastructure, offset by changes in estimate of discounted cash flows. The continuity of the asset retirement obligation at March 31, 2024 and December 31, 2023 is as follows:

	March 31, 2024			December 31, 2023
Balance at January 1,	$	3,126		$	1,790
Change in estimate from discounting		(268	)		126
Change in estimate of costs		-			1,210
Balance	$	2,858		$	3,126

8.

Long-Term Government Loan payable and Government Grant

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

Once construction is completed, the cumulative balance borrowed will be repaid in 19 equal quarterly instalments starting on June 30, 2026. The funding is provided pro rata with incurred Refinery construction costs, with all other conditions required for the funding having been met. The loan is discounted using a market rate of 7.2% with the resulting difference between the amortized cost and cash proceeds recognized as Government Grant.

Page 10 of 28

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

On November 30, 2020, the Company had entered into a separate contribution agreement with the Northern Ontario Heritage Fund Corporation (“NOHFC”) for up to a maximum of $5,000 financing related to recommissioning and expansion of the Refinery in Ontario. The contribution was to be in the form of a non-repayable grant. Contributions will be made as a reimbursement of a portion of the Refinery construction costs incurred. No funds have been received to date.

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

	Government Loan			Government Grant			Total
Balance at January 1, 2023	$	3,777		$	1,121		$	4,898
FedNor loan (Nickel Study) – February 2023		250			-			250
Accretion		272			(272	)		-
Balance at December 31, 2023	$	4,299		$	849		$	5,148
FedNor loan – February 2024		2,267			-			2,267
Fair value adjustment		(1,240	)		1,240			-
Accretion		80			(80	)		-
Balance at March 31, 2024	$	5,406		$	2,009		$	7,415

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 Notes bear interest at 8.99% per annum, payable in cash or common shares semi-annually in arrears in February and August of each year and mature in February 2028. During the first twelve (12) months of the term of the Notes, the Company may pay interest through the issuance of Common Shares at an increase annual interest rate of 11.125%. In the event the Company achieves a third-party green bond designation during the term of the Note Indenture, the interest rate on future cash interest payments shall be reduced to 8.75% per year.

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 28

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 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 is 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). In the event of a default by the Company under the Indenture, the Company is required to pay the Interest immediately. Pending repayment, the Interest will be treated as additional principal amounts of Notes entitled to the same rights as the Notes under the Indenture, including the accrual of additional interest under the Indenture and the right to convert into common shares in the capital of the Company. The unpaid interest as at March 31, 2024 is $6,358 (December 31, 2023 - $5,730).

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

	Convertible Notes Payable			Financial Derivative Liability		Total (Restated)
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 and recognition of 2028 Notes						$	(18,727	)

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

Page 12 of 28

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

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

●

Risk free rate at February of 3.96% based on the US dollar zero curve;

●

Equity volatility at February 13, 2023 of 56% based on an assessment of the Company’s historical volatility and the estimated maximum a third-party investor would be willing to pay for;

●

An Electra share price at February 13, 2023 of $2.23 reflecting the quoted market prices; and

●

A credit spread at February 13, 2023 of 28.9%.

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

For the period ended March 31, 2024, the embedded derivatives were fair valued using the finite difference valuation method with the following key assumptions:

●

Risk free rate at March 31, 2024 of 4.38% (December 31, 2023 – 3.85%) based on the US dollar zero curve;

●

Equity volatility at March 31, 2024 of 63% (December 31, 2023 – 62%) based on an assessment of the Company’s historical volatility and the estimated maximum a third-party investor would be willing to pay for;

●

An Electra share price at March 31, 2024 of $0.454 (December 31, 2023 - $0.365) reflecting the quoted market prices; and

●

A credit spread at March 31, 2024 of 27.4% (December 31, 2023 – 27.8%).

The following table sets out the details of the Company’s financial derivative liability related to embedded derivatives in the 2028 Notes as of March 31, 2024 and December 31, 2023:

	Convertible Notes Payable			Warrants			Royalty (Restated – Note 19)			Total
Balance at January 1, 2023	$	-		$	-		$	-		$	-
Initial recognition at fair value		60,108			13,519			721			74,348
Balance at February 13, 2023		60,108			13,519			721			74,348
Portion de-recognized due to conversions		(840	)		-			-			(840	)
Revaluation to fair value		(18,685	)		(12,073	)		-			(30,758	)
Foreign exchange gain		(482	)		(25	)		(9	)		(516	)
Accretion		-			-			146			146
Balance at December 31, 2023	$	40,101		$	1,421		$	858		$	42,380
Revaluation to fair value		6,296			515			-			6,811
Foreign exchange loss		985			36			67			1,088
Accretion		-			-			49			49

Balance at March 31, 2024	$	47,382		$	1,972		$	974		$	50,328

For the three months ended March 31, 2024, and 2023, the Company incurred the following finance costs relating to 2026 Notes and 2028 Notes.

Page 13 of 28

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

	Three months ended March 31,
	2024			2023 (Restated)
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		(6,811	)		8.941
Total	$	(6,811	)	$	(14,862	)

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 IAS1. There is no impact on the balance sheet at January 1, 2023 as the Convertible Notes were already reflected as a current liability.

10.

Shareholder’s Equity

a)

Authorized Share Capital

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

b)

Issued Share Capital

During the three months ended March 31, 2024, the Company issued common shares as follows:

●

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

●

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

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

●

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

Page 14 of 28

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

·

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

·

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

·

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

·

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

·

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

11.

Share Based Payments

Long-term incentive plan

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

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

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

Page 15 of 28

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

a)

Stock Options

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

	Exercise price		Number of shares issued or issuable on exercise
Balance at January 1, 2023	$	4.95		991,960
Granted		2.24		416,319
Expired		6.98		(296,852	)
Forfeited / Cancelled		3.59		(338,859	)
Balance at December 31, 2023	$	3.50		772,568
Granted	$	0.78		3,115,695
Expired		3.24		(55,556	)
Forfeited / Cancelled		3.23		(66,996	)
Balance at March 31, 2024	$	0.80		3,765,711

During the three months ended March 31, 2024:

·

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

·

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

During the year ended December 31, 2023:

·

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

Page 16 of 28

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Incentive stock options outstanding and exercisable (vested) at March 31, 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		3.79	$	0.50		-	$	0.50
	0.81		3,015,695		3.87		0.81		-		0.81
	2.40		225,694		2.94		2.40		75,232		2.40
	2.52		108,334		0.43		2.52		108,334		2.52
	2.61		27,778		1.41		2.61		27,778		2.61
	2.88		16,666		0.50		2.88		16,666		2.88
	3.21		60,000		3.62		3.21		20,000		3.21
	5.40		176,822		3.05		5.40		117,881		5.40
	6.21		29,166		2.29		6.21		19,444		6.21
	7.29		5,556		1.13		7.29		5,556		7,29
	Total		3,765,711		3.62	$	1.27		390,891	$	3.67

During the three months ended March 31, 2024, the Company expensed $218 (three months ended March 31, 2023 - $135) for options valued at share prices $0.50 to $6.21, as shared-based payment expense.

Page 17 of 28

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

b)

DSUs, RSUs and PSUs

During the three months ended March 31, 2024, the Company has expensed $145 (three months ended March 31, 2023 - $885) for DSUs, $nil (three months ended March 31, 2023 - $45) for PSUs, and $207 (three months ended March 31, 2023 - $38) for RSUs as shared-based payment expense.

Deferred Shares Units

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

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

Restricted Share Units

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

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

Performance Share Units

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

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

Page 18 of 28

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

c)

Warrants

Details regarding warrants issued and outstanding are summarized as follows:

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

United States dollar denominated
warrants (US Warrant)

Grant date

Expiry date

Weighted
average
exercise
price

Number of
shares issued
or issuable on
exercise

Balance at December 31, 2022

November 15, 2022

November 15, 2025

$

US$3.10

2,483,150

Issuance of warrant (Note 10)

February 13, 2023

February 13, 2028

US$2.48

10,796,054

Balance at December 31, 2023

$

US$2.60

13,279,204

Repricing of warrant (Note 10)

February 13, 2023

February 13, 2028

US$2.48

(10,796,054

)

Balance at March 31, 2024

US$3.10

2,483,150

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

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

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

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

Page 19 of 28

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 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 months ended March 31, 2024 and 2023:

	Three months ended March 31
	2024			2023
Foreign exchange loss	$	(1,157	)	$	(1,736	)
Interest (expense) income		(983	)		44
Realized gain on marketable securities		4			-
Other non-operating income		60			-
	$	(2,076	)	$	(1,692	)

13.

Income (Loss) Per Share

The following table sets forth the computation of basic and diluted loss per share for the three months ended March 31, 2024 and 2023:

	Three months ended March 31,
	2024			2023 Restated (Note19)
Numerator
Net income (loss) for the year – basic and diluted	$	(12,169	)	$	(21,803	)
Denominator
Basic and diluted – weighted average number of shares outstanding		56,066,030			35,566,169
Income (loss) Per Share – Basic	$	(0.22	)	$	(0.57	)
Loss Per Share – Diluted	$	(0.22	)	$	(0.57	)

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

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

Share purchase warrants and stock options were excluded from the calculation of diluted weighted average number of common shares outstanding for the three months ended March 31, 2024 and 2023 as the warrants and stock options were anti-dilutive.

Page 20 of 28

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 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:

	Carrying Value
March 31, 2024	Fair value through profit or loss		Amortized cost		Level 1		Level 3		Total Fair Value
Assets:
Cash and cash equivalents	$	-	$	5,648	$	-	$	-	$	5,648
Restricted cash		-		1,625		-		-		1,625
Receivables		-		586		-		-		586
Marketable securities		761		-		761		-		761
	$	761	$	7,859	$	761	$	-	$	8,620
Liabilities:
Accounts payable and accrued liabilities	$	-	$	7,711	$	-	$	-	$	7,711
Accrued interest		-		6,358		-		-		6,358
Long-term government loan payable		-		7,415		-		-		7,415
Convertible notes payable ¹				-		-		47,382		47,382
Lease Liability				165				-		165
Warrants – Convertible Notes payable ¹		1,972		-		-		1,972		1,972
Royalty		-		974		-		-		974
Warrants derivative liability		37		-		-		37		37
	$	2,009	$	22,623		-	$	49,391	$	72,014

Page 21 of 28

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

	Carrying Value
December 31, 2023	Fair value through profit or loss		Amortized cost		Level 1		Level 3		Total Fair Value
Assets:
Cash and cash equivalents	$	-	$	7,560	$	-	$	-	$	7,560
Restricted cash		-		2,096		-		-		2,096
Receivables		-		1,081		-		-		1,081
Marketable securities		595		-		595		-		595
	$	595	$	10,737	$	595	$	-	$	11,332
Liabilities:
Accounts payable and accrued liabilities	$	-	$	8,828	$	-	$	-	$	8,828
Accrued interest		-		5,730		-		-		5,730
Long-term government loan payable		-		4,299		-		-		4,299
Convertible notes payable ¹				-		-		40,101-		40,101
Lease Liability				175						175
Warrants – Convertible Notes payable ¹		1,421		-		-		1,421		1,421
Royalty		-		858		-		-		858
Warrants derivative liability		7		-		-		7		7
	$	1,428	$	19,890		-	$	41,529	$	61,419

¹ Components of 2028 Notes payable, see Note 9.

Valuation techniques

A) Marketable securities

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

B) Financial Derivative Liability – Convertible Notes

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

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

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

Page 22 of 28

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 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 63% (December 31, 2023 – 62%). If the Company had used an equity volatility that was higher or lower by 10%, the potential effect would be an increase of $714 (December 31, 2023 - $545) or a decrease of $599 (December 31, 2023 - $425) to the fair value of the convertible note payable. The Company used a credit spread of 27.4% (December 31, 2023 – 27.8%). If the Company had used a credit spread that was higher or lower by 5%, the potential effect would be a decrease of $3,927 (December 31, 2023 - $3,937) or an increase of $4,593 (December 31, 2023 - $4,648) to the fair value of convertible note payable.

C) Warrants – Convertible Notes

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

The fair value of the Warrants has been estimated using a significant unobservable input which is equity volatility. The Company used an equity volatility of 63% (December 31, 2023 – 62%). If the Company had used an equity volatility that was higher or lower by 10%, the potential effect would be an increase of $209 (December 31, 2023 - $186) or a decrease of $221 (December 31, 2023 - $327) to the fair value of the Warrants.

D) Royalty

The fair value of the Royalty has been estimated at inception using a discounted cash flow model. The key inputs in the valuation include the effective interest rate of 21.22% and cash flows estimates of future operating and gross revenues. As there are significant unobservable inputs used in the valuation, the Royalty is included in Level 3. A 10% increase or decrease in the effective interest rate would be an increase of $104 (December 31, 2023 - $96) or of decrease $95 (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 March 31, 2024 was $37 (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 73,67% (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 $20 (December 31, 2023 - $19) or a decrease of $31 (December 31, 2023 - $9) to the fair value of the embedded derivative.

Page 23 of 28

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 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. Two claims related to unpaid invoices included liens on the Company’s assets. The Company has negotiated settlement on these claims. The amounts due (approximately $2,500) 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.

As at March 31, 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 March 31, 2024.

	2024		2025		2026		2027		Thereafter		Total
Purchase commitments	$	160	$	-	$	-	$	-	$	-	$	160
Convertible notes payments ¹		4,569		6,064		6,064		6,064		73,326		96,087
Government loan payments		-		-		1,032		1,032		5,351		7,415
Lease payments		82		125		128		43		-		378
Royalty payments ²		-		-		-		224		1,900	$	2,124
	$	4,811	$	6,189	$	7,224	$	7,363	$	80,577	$	106,164

¹ Convertible notes payment amounts are based on contractual maturities of 2028 Notes and assumption that it would remain outstanding until maturity. 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 24 of 28

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

(a)

Segmented operating results for the three months ended March 31, 2024 and 2023:

For the three months ended March 31, 2024	Refinery			Exploration and Evaluation			Corporate and Other			Total
Operating expenses
Consulting and professional fees	$	101		$	-		$	1,022		$	1,123
Exploration and evaluation expenditures		-			63			-			63
General and administrative and travel		75			-			448			523
Investor relations and marketing		-			-			178			178
Salaries and benefits		290			-			606			896
Share-based payments		-			-			561			561
Operating loss	$	466		$	63		$	2,815		$	3,344
Unrealized gain on marketable securities		-			-			92			92
Loss on financial derivative liability - Convertible Notes		-			-			(6,811	)		(6,811	)
Changes in US Warrants		-			-			(30	)		(30	)
Other non-operating loss		-			-			(2,076	)		(2,076	)
Loss before taxes	$	(466	)	$	(63	)	$	(11,640	)	$	(12,169	)

For the three months ended March 31, 2023 (Restated)	Refinery			Exploration and Evaluation			Corporate and Other ²			Total
Operating expenses
Consulting and professional fees	$	-		$	-		$	600		$	600
Exploration and evaluation expenditures		-			77			-			77
General and administrative and travel		217			-			683			900
Investor relations and marketing		-			-			33			33
Refinery, engineering and metallurgical studies		624			-			-			624
Refinery, permitting and environmental expenses		28			-			-			28
Salaries and benefits		404			-			924			1,328
Share-based payments		-			-			218			218
Operating loss	$	1,273		$	77		$	2,458		$	3,808
Unrealized gain on marketable securities		-			-			110			110
Gain on financial derivative liability - Convertible Notes		-			-			(14,862	)		(14,862	)
Changes in US Warrants		-			-			(94	)		(94	)
Other non-operating expenses		-			-			(1,692	)		(1,692	)
Loss before taxes	$	(1,273	)	$	(77	)	$	(18,996	)	$	(20,346	)

(b)

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

	Total Assets				Total Liabilities
	March 31, 2024		December 31, 2023		March 31, 2024		December 31, 2023
Refinery	$	52,369	$	59,701	$	7,867	$	8,935
Exploration and Evaluation ¹		87,822		85,741		77		75
Corporate and Other		9,144		3,250		66,928		56,384
	$	149,335	$	148,692	$	74,872	$	65,394

¹ Total non-current assets comprising of exploration and evaluation assets in the amount of $87,822 (December 31, 2023 - $85,741) are located in Idaho, USA.

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

Page 25 of 28

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

17.

Related Party Transactions

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

The Company paid and/or accrued during the three months ended March 31, 2024 and 2023, the following fees to management personnel and directors were $363 and $70, respectively (three months ended March 31, 2023 - $463 and $64, respectively). During the three months ended March 31, 2024, the Company had share-based payments made to management and directors of $320 (March 31, 2023 - $527).

As at March 31, 2024, the accrued liabilities balance for related parties was $185 (December 31, 2023 - $78), which relates mainly to compensation accruals.

18.

Subsequent Events

a)

Subsequent to March 31, 2024, the Company received an additional $2,000 from FedNor. The investment was provided in the form of a grant from the Federal Economic Development for Northern Ontario.

19.

Restatement of comparative information

The purpose of this note is to identify the changes between what was originally reported for the quarter ended March 31, 2023 and year-ended December 31, 2023 and the corrections made.

a)

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 March 31, 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.

b)

The Company re-evaluated the functional currency of its US subsidiaries and determined that a change in their functional currency from Canadian dollars to US Dollars was appropriate effective January 1, 2023. The change in functional currency for these subsidiaries was applied prospectively, but was not previously reflected in its financial statements for the period ended March 31, 2023, resulting in adjustments to Exploration and Evaluation assets, and accumulated other comprehensive income as at March 31, 2023, and to other comprehensive income for the period then ended.

c)

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 March 31, 2023, resulting in adjustments to the Royalty liability as at March 31, 2023, and to the loss on extinguishment for the period then ended.

Page 26 of 28

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Consolidated Statement of Financial Position as at March 31, 2023	As Previously Reported			Restatement			As Restated
ASSETS
Current Assets
Cash and cash equivalents	$	11,229		$	-		$	11,229
Restricted cash		-			-			-
Marketable securities (Note 6)		1,658			-			1,658
Prepaid expenses and deposits		352			-			352
Receivables		1,282			-			1,282
		14,521			-			14,521
Non-Current Assets
Exploration and evaluation assets (Note 5)		87,693			(71	)		87,622
Property, plant and equipment (Note 4)		93,190			-			93,190
Capital long-term prepayments (Note 4)		2,424			-			2,424
Long-term restricted cash		938			-			938
Total Assets	$	198,766		$	(71	)	$	198,695

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	16,206		$	-		$	16,206
Convertible notes payable (Note 9)		-			54,391			54,391
Other financial derivative liability (Note 9)		1,365			-			1,365
Warrants (Note 10 (c))		10,985			-			10,985
		28,556			54,391			82,947
Non-Current Liabilities
Government loan payable (Note 8)		4,081			-			4,081
Government grants (Note 8)		1,055			-			1,055
Convertible notes payable (Note 9)		54,391			(54,391	)		-
Royalty liability		2,308			(1,627	)		681
Lease liability		208			-			208
Asset retirement obligations (Note 7)		1,696			-			1,696
Total Liabilities	$	92,295		$	(1,627	)	$	90,668
Shareholders’ Equity
Common shares (Note 10)		289,533			-			289,533
Reserve (Note 10)		18,995			-			18,995
Accumulated other comprehensive income		525			(71	)		454
Deficit		(202,582	)		1,627			(200,955	)
Total Shareholders’ Equity	$	106,471		$	1,556		$	108,027
Total Liabilities and Shareholders’ Equity	$	198,766		$	(71	)	$	198,695

Page 27 of 28

ELECTRA BATTERY MATERIALS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Consolidated Statement of Income (Loss) and Other Comprehensive Income (Loss) for the period ended March 31, 2023	As previously reported			Restatement			As restated
Loss on financial derivative – Convertible notes (Note 9)	$	(16,319	)	$	1,457			(14,862	)
Net loss	$	(21,803	)	$	1,457			(20,346	)
Other comprehensive loss	$	-		$	(71	)		(71	)
Loss per share – basic and fully diluted	$	(0.61	)	$	0.04		$	(0.57	)

Consolidated Statement of Shareholder’s Equity for the period ended March 31, 2023	As previously reported			Restatement			As restated
Net loss	$	(21,803	)	$	1,457		$	(20,346	)
Accumulated other comprehensive income (loss)	$	525		$	(71	)	$	454

Consolidated Statement of Cash Flows for the period ended March 31, 2023	As previously reported			Restatement			As restated
Loss on Extinguishment of 2026 Notes and recognition of 2028 Notes (note 10)	$	19,944		$	(1,457	)	$	18,487
Net loss	$	(21,803	)	$	1,457		$	(20,346	)

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 period ended March 31, 2023.

Page 28 of 28

Exhibit 99.2

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

General

This Management’s Discussion and Analysis (“MD&A”) of Electra Battery Materials Corporation (“Electra” or the “Company”) was prepared on May 21, 2024, and provides analysis of the Company’s financial results for the quarter ended March 31, 2024. The following information should be read in conjunction with the condensed interim consolidated financial statements for the three months ended March 31, 2024, and 2023 with accompanying notes which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All dollar figures, excluding share prices, are expressed in thousands of Canadian dollars unless otherwise stated. Financial Statements are available at www.sedarplus.com and the Company’s website www.electrabmc.com.

Company Information

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

(i)

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

(ii)

the Iron Creek Project in Idaho, the Company’s flagship mineral project (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 began trading on the NASDAQ on April 27, 2022.

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.

Q1 2024 Highlights and Recent Events

Refinery Project Updates

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

On April 2, 2024, the Company and Eurasian Resources Group S.A.R.L (“ERG”) announced that they have signed a binding letter of intent for long-term supply of ERG’s cobalt hydroxide to Electra’s cobalt sulfate Refinery. This transaction supports efforts to onshore the battery supply chain and reduce reliance on foreign refiners. Starting from 2026, under the three-year supply agreement, ERG will deliver 3,000 tonnes per annum of IRA-compliant cobalt to Electra’s refinery north of Toronto. With this agreement, Electra has sufficient cobalt hydroxide feed material to meet all of the refinery’s annual capacity.

Battery Recycling

The Company launched a black mass trial late in 2022 at the Refinery to recover critical minerals from black mass in shredded lithium-ion batteries and successfully operated this demonstration process throughout 2023 on a semi-continuous basis to maximize product recoveries. The battery recycling strategy is part of a multipronged development plan to supply battery-grade material to third-party cathode precursor manufacturers.

Page 2 of 20

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

On February 5, 2024, the Company provided an update on the battery materials recycling trial taking place at the Ontario refinery complex. Recent optimizations have resulted in additional improved recoveries of lithium, nickel, cobalt, and other critical minerals, further bolstering the quality of saleable products. At that time, the plant-scale black mass recycling trial was largely complete, and the Company was compiling an internal report detailing the proprietary methodologies used, as well as various optimizations and modular growth scenarios.

Government Financing

On February 9, 2024, the Company announced that it has received a $5,000 funding commitment from the Government of Canada towards the construction of North America’s first cobalt sulfate refinery. Located in Temiskaming Shores, Ontario, the facility will produce approximately five percent of the global supply of battery grade cobalt needed for electric vehicles. The investment will be provided in the form of a grant from the Federal Economic Development Initiative for Northern Ontario (FedNor).

Convertible Notes

Interest

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

The Company agreed to satisfy US$401 of the interest payable through the issuance of common shares to certain noteholders.

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

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

Warrants

On December 1, 2023, the Company announced that it intends to amend the terms of an aggregate of 10,796,054 outstanding common share purchase warrants due to expire on February 13, 2028.

The warrants were issued in connection with a private placement transaction that closed on February 13, 2023. They were exercisable at US$2.48 per common share.

Page 3 of 20

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

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

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

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

Nasdaq Delisting Notification

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

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

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

Long-Term Incentive Plan

On January 15, 2024 the Company issued 100,00 stock options at an exercise price of $0.50 that will vest in three equal tranches on the first, second and third anniversary of the grant date over a four year period.

Page 4 of 20

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

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

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

Employee Share Settlement

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

Detailed Outlook and Overview of Current Programs

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

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

·

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

·

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

·

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

·

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

The Refinery

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

Page 5 of 20

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

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

Black Mass Recycling

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

Black Mass recycling is planned as the Company’s 3rd phase of its strategy. In February 2023, the Company completed the first plant-scale recycling of black mass material in North America and recovered critical metals, including nickel, cobalt, and manganese using its proprietary hydrometallurgical process. In March 2023, the Company announced that it progressed the demonstration plant to recover lithium, a critical mineral needed for the electric vehicle (EV) battery supply chain, and successfully produced mixed hydroxide precipitate (MHP) at contained metal grades for nickel and cobalt above the quoted market specifications and more recently began producing lithium carbonate product. The black mass recycling trial also recovered copper, graphite, and manganese.

Recoveries within the MHP circuit, the highest value product in the process, are achieving equivalent to and at times above bench scale results. The Company attributes its success to the refinery team continuously optimizing circuit performance as more black mass is processed. Recovery rates for all targeted metals have improved since the start of the trial in late December 2022, and the recovery rates for manganese have improved by more than 50% from results achieved in a lab setting. Metal content contained in the MHP produced from the recycling process has increased in the range of 5 to 10% since the start of the trial. An increase in metal content results in a higher value saleable product, thereby improving the potential economics of continuous recycling operations. Approximately 28 tonnes of MHP product have been shipped to customers to date.

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

EXPLORATION AND EVALUATION ASSETS

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

Page 6 of 20

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

The Iron Creek Project

Following the acquisition of US Cobalt in June of 2018, the Company commenced an extensive drill program at Iron Creek. In October 2018, the Company filed a technical report supporting the maiden resource estimate for the Iron Creek Project in Idaho. A second phase drill campaign was initiated to conduct infill drilling to upgrade a portion of the inferred resources to the indicated category for mine planning and to improve the confidence for future engineering studies. As a secondary priority, this campaign increased the resource along strike and at depth. An updated mineral resources estimate (MRE) was completed in November 2019 by the company by Ristorcelli and Schlitt.

The unpatented mining claims included within the Iron Creek Project have no expiration date if the annual claim maintenance fees are paid by August 31 of each year. The patents are not subject to annual claim-maintenance fees, but applicable real and immovable property taxes are payable to Lemhi County annually. Certain claims within the land package are governed by underlying agreements (Redcastle JV, CAS Option Agreement) which require milestone payments and/or earn in obligations for The Company to maintain their exploration rights on those claims. On January 23, 2023, the Company updated mineral resource for the Iron Creek Project (the “2023 MRE”) as prepared by Qualified Persons (QPs) Martin Perron, P.Eng. and Marc R. Beauvais, P.Eng. of InnovExplo, using all available information. The 2023 MRE includes a new mineral resource estimate based on all drilling conducted through the end of 2022. The new resource was calculated using a net smelter return calculation (NSR) model with assumptions shown in section 14.13 of the technical report. The resulting model calculated an indicated mineral resource of 4.45 million tonnes at 0.19% Co and 0.73% Cu and an inferred mineral resource of 1.23 million tonnes at 0.08% Co and 1.34% Cu. The mineralization remains open along strike and downdip. The resource does not include the Ruby target which has insufficient drilling to effectively calculate a volume and grade of mineralization. Management believes that there is potential to continue to expand the size of the Iron Creek resource and continue drilling at the Ruby target to evaluate the viability of that target. In 2022, the Company commenced drilling with Titan Drilling out of Elko, Nevada using a track mounted LF-70 operating on two 10 hour shifts each day. The Company completed six holes for 1,674 m. One hole was completed on the east side of the Iron Creek Project to infill between the edge of the resource boundary and the drill intercepts in the 2021 step-out program. The remaining three collars with two wedges were completed on the Ruby target to evaluate the depth extent of Ruby zone. All holes were collared with HQ diameter core and three were reduced to NQ diameter for core recovery and extensions. All holes intercepted significant cobalt mineralization confirming the depth extent and continuity of the Ruby zone.

Page 7 of 20

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Figure 1. Schematic cross-section of the Iron Creek and Ruby properties using a 100m cutting envelope. Drillholes projected up to 200m into the plain of the section to show relative locations of targeting in 2021 and 2022. IC21-04 and IC21-05 are labeled as reported on May 9, 2022. IC22-02 and IC22-03/3A are labeled as reported on October 5, 2022. IC22-01 and IC22-04 are labeled as reported on December 14th, 2022. Resource outline is based on Ristorcelli and Schmitt (2019) and includes both the indicated and inferred categories. Section has not been updated with the 2023 resource outline.

On December 14, 2022, the Company announced the acquisition of a cobalt property (the “CAS Property”) in proximity to the Company’s projects in Idaho. The new cobalt property was acquired for US$1,500, payable over 10 years upon completion of specific milestones. The underlying claim owner will retain a 1.5% NSR which can be purchased by The Company for US$500 within one year of commercial production from the CAS Property.

	Balance January 1, 2023		Foreign Exchange			Balance December 31, 2023		Foreign Exchange		Balance March 31, 2024
Iron Creek, USA	$	87,693	$	(2,059	)	$	85,634	$	2,098	$	87,732
Total	$	87,693	$	(2,059	)	$	85,634	$	2,098	$	87,732

Page 8 of 20

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

SUMMARY OF QUARTERLY RESULTS

	Three months ended March 31, 2024 ($)			Three months ended March 31, 2023 ($)
Financial Position
Current Assets		8,854			14,521
Exploration and Evaluation Assets		87,732			87,622
Property, plant and equipment		51,541			93,190
Total Assets		149,335			198,695
Current Liabilities		63,460			68,657
Long-term Liabilities		11,412			22,082

Operations
General and administrative		523			900
Consulting and professional fees		1,123			600
Exploration and evaluation expenditures		63			77
Investor relations and marketing		178			33
Refinery, engineering and metallurgical studies		-			624
Refinery, permitting and environmental expenses		-			28
Salary and benefits		896			1,328
Share-based payments		561			218
Total Operating Expenses		3,344			3,808

Change in fair value of marketable securities		92			110
Loss on financial derivative liability – Convertible Notes		(6,811	)		(14,862	)
Changes in fair value of US Warrant		(30	)		(94	)
Other non-operating income		(2,076	)		(1,692	)

Net Loss		(12,169	)		(20,346	)
Loss per Share – basic and diluted		(0.22	)		(0.57	)

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 March 31, 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 20

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2024 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2023

During the three months ended March 31, 2024, the Company recorded a net loss of $12,169 (net loss of $20,346 in the three months ended March 31, 2023), a loss per share of $0.22 (loss of $0.57 in the three months ended March 31, 2023).

·

Included in the net loss for the three months ended March 31, 2024, is $6,811 of fair value adjustments related to the 2028 Notes (gain of $8,941 in the three months ended March 31, 2023).

·

Lower staffing levels reduced general and administrative and salary and benefit expenses, and reduced drilling and exploration work at Iron Creek, offset by an increase in consulting and professional fees and share-based payments, all contributed to the $464 reduction in operating expenses, compared to the three months ended March 31, 2023.

·

Refinery, engineering and metallurgical studies and environmental expenses are lower compared to the three months ended March 31, 2023, due to higher costs in 2023 associated with nickel sulfate studies and the readying of the black mass demonstration plant.

SELECTED QUARTERLY FINANCIAL INFORMATION

	Q1 2024			Q4 2023			Q3 2023 ¹			Q2 2023 ¹		Q1 2023 ¹			Q4 2022		Q3 2022			Q2 2022
Net income (loss)	$	(12,169	)	$	(46,749	)	$	(9,223	)	$	11,652	$	(20,346	)	$	10,315	$	(7,628	)	$	7,534
Income (loss) per share		(0.22	)		(0.84	)		(0.20	)		0.33		(0.57	)		0.31		(0.24	)		0.23
Total assets	$	149,335		$	148,692		$	210,152		$	197,009	$	198,695		$	187,524	$	170,919		$	176,355

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

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

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

Change in Functional Currency

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

Page 10 of 20

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

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

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

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

CAPITAL STRUCTURE

As of the date of this MD&A, the Company has 57,198,468 common shares issued and outstanding. In addition, there are outstanding share purchase warrants and stock options for a further 33,724,658 and 3,765,711 common shares, respectively. The Company currently has 599,331 Deferred Share Units (DSUs), 298,152 Restricted Share Units (RSUs) and Nil Performance Share Units (PSUs) issued under its Long-Term Incentive Plan.

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

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

CAPITAL STRUCTURE, RESOURCES & LIQUIDITY

Capital Structure

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

Page 11 of 20

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

The Company will continue to adjust its capital structure based on Management’s assessment of the best capital mix to effectively advance its assets. With the settlement of the 2026 Notes and issuances of the 2028 Notes in February 2023, the Company has increased the debt component of its capital structure with a par value of $67,938 (US$50,250) outstanding after an early conversion of $664 (US$500) of notes in February 2023 and $334 (US$250) in April 2023. As of March 31, 2024, the Company had $68,088 (US$50,250) of convertible notes.

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

In addition to its cash on hand, the Company has previously executed contribution agreements with the Government of Ontario and the Government of Canada for aggregate funding of $10,000, of which $4,733 has been received to December 31, 2023. On February 9, 2024, the Company received a grant from the Federal Economic Development Initiative for Northern Ontario (FedNor) for an additional $5,000 towards the refinery construction, of which $4,000 has been received. The Company continues to be in active discussions with both Government of Canada and Province of Ontario for the remaining balance, as well as pursuing additional opportunities under various government programs for funding towards both refinery and battery recycling.

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

Liquidity

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

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

Page 12 of 20

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

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

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

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

At March 31, 2024, the Company had cash of $5,648 (December 31, 2023 - $7,560) and marketable securities of $761 (December 31, 2023 - $595), compared to accounts payable and accrued liabilities of $7,711 (December 31, 2023 - $8,828).

Cash requirements for the Refinery expansion from March 31, 2024, through to the expected completed commissioning are estimated to be significantly higher than the previously estimated. At this time, the Company does not have sufficient financial resources necessary to complete the construction and final commissioning of the Refinery and will require additional financing in 2024 and 2025 to continue operations, complete the construction of the Refinery, advance its battery recycling strategy, and remain in compliance with the minimum liquidity covenant under the 2028 Notes. Failure to remain in compliance with the liquidity terms, in addition to the Company being unable to provide a United States registration statement or obtain suitable waivers, may result in the instrument becoming due before the contractual maturity.

The Company had the following summarized cash flows:

	Three months ended March 31, 2024			Three months ended March 31, 2023
Cash used in operation activities		(4,101	)		(965	)
Cash used in investing activities		(66	)		(12,247	)
Cash provided by financing activities		2,257			16,486
Change in cash during the period		(1,910	)		3,274
Effect of exchange rates on cash		(2	)		3
Cash, beginning of period		7,560			7,952
Cash, end of year	$	5,648		$	11,229

Cash used in operating activities was $4,101 during the three months ended March 31, 2024, compared to $965 used in operating activities during the three months ended March 31, 2023. The increase in cash used in operating activities was driven primarily by changes in working capital.

Cash used in investing activities was $66 during the three months ended March 31, 2024, compared to cash used in investing activities of $12,247 during the three months ended March 31, 2023. The decrease in cash used in investing activities relates to reduced capitalized spending at the Refinery.

Page 13 of 20

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Cash flows provided by financing activities were $2,257 during the three months ended March 31, 2024, compared to the $16,486 from financing activities during the three months ended March 31, 2023. The change was primarily driven by net proceeds from 2028 notes, which was completed on February 13, 2023.

COMMITMENTS

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 claims against the Company that could reasonably be expected to have a materially adverse impact on the Company’s consolidated financial position, results of operations or the ability to carry on any of its business activities.

The Company’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 March 31, 2024:

	2024		2025		2026		2027		Thereafter		Total
Purchase commitments	$	160	$	-	$	-	$	-	$	-	$	160
Convertible notes payments ¹		4,569		6,064		6,064		6,064		73,326		96,087
Government loan payments		-		-		1,032		1,032		5,351		7,415
Lease payments		82		125		128		43		-		378
Royalty payments ²		-		-		-		224		1,900	$	2,124
	$	4,811	$	6,189	$	7,224	$	7,363	$	80,577	$	106,164

¹Convertible 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.

²Royalty 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 $2,858 has been recorded, linked to the closure plan filed and accepted in March 2022 and updated in November 2022. In relation to the refinery closure plan, an amount of $3,450 has been posted via a surety bond with the Ministry of Northern Development, Mines, Natural Resources and Forestry (NDMNRF) as financial assurance.

RELATED PARTY TRANSACTIONS

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

The Company paid and/or accrued during the three months ended March 31, 2024 and 2023, the following fees to management personnel and directors were $363 and $70, respectively (three months ended March 31, 2023 - $463 and $64, respectively). During the three months ended March 31, 2024, the Company had share-based payments made to management and directors of $320 (March 31, 2023 - $527).

As at March 31, 2024, the accrued liabilities balance for related parties was $185 (December 31, 2023 - $78), which relates mainly to compensation accruals.

Page 14 of 20

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

OFF BALANCE SHEET ARRANGEMENTS

The Company currently has no off-balance sheet arrangements.

FINANCIAL INSTRUMENTS

Refer to Note 14 of the Company’s Condensed Interim consolidated financial statements for the three months ended March 31, 2024 and 2023.

SUBSEQUENT EVENTS

a)

Subsequent to March 31, 2024, the Company received an additional $2,000 from FedNor. The investment was provided in the form of a grant from the Federal Economic Development for Northern Ontario.

RISK AND RISK MANAGEMENT

Financial Risk Factors

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

Liquidity Risk

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

Credit Risk

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

Page 15 of 20

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

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 March 31, 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.

BUSINESS RISKS AND UNCERTAINTIES

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

Going Concern

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

Financing

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

Technical Capabilities of the Refinery

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

Page 16 of 20

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Ability to Meet Debt Service Obligations

The Company has debt obligations under the Notes, which include ongoing coupon payments and payment of principal at maturity. In the event, that the refinery construction is not completed as planned or sufficient cash flow from refinery operations is not generated, there is a risk that the Company may not have sufficient available capital to meet its debt obligations. Additionally, the Company is subject to certain covenants related to the Notes, which include minimum liquidity of US$2,000 and having a United States registration statement providing for the resale of the underlying Common Stock deliverable on the conversion of the debenture and warrant indenture. 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 Exploration Risk

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

Commodity Prices

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

Environmental

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

Page 17 of 20

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

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.

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

Page 18 of 20

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

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

SIGNIFICANT ACCOUNTING ESTIMATES

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

FUTURE CHANGES IN ACCOUNTING POLICIES AND INITIAL ADOPTION

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.

INTERNAL CONTROL OVER FINANCIAL REPORTING

The President and Chief Executive Officer and Chief Financial Officer of the Company are responsible for designing internal controls over financial reporting or causing them to be designed under their supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. From the second quarter 2022, up to and including this disclosure, Management concluded that internal control over financial reporting was not designed effectively as of March 31, 2024, due to material weaknesses in Internal Control over Financial Reporting (ICFR).

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

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

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

Page 19 of 20

ELECTRA BATTERY MATERIALS CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(expressed in thousands of Canadian dollars)

Other than those listed above, there have been no changes in the Company’s internal control over financial reporting during the 3 months ended March 31, 2024, that have materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Disclosure Controls and Procedures

Disclosure Controls and Procedures (DCP) have not been designed to provide reasonable assurance that all relevant information required to be disclosed by the Company is accumulated and communicated to senior management as appropriate to allow timely decisions regarding required disclosure. As disclosed in the previous quarter, the Company’s President and Chief Executive Officer and Chief Financial Officer note similar weaknesses in the disclosure controls and procedures as in the ICFR. The Company’s President and Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation of the design of the disclosure controls and procedures that because of the material weaknesses in our ICFR described above our DCP were not designed effectively at March 31, 2024.

Limitations of Controls and Procedures

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

Page 20 of 20

Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

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

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Electra Battery Materials Corporation (the “issuer”) for the interim period ended March 31, 2024.

2.

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

3.

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

4.

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

5.

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

(a)

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

(i)

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

(ii)

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

(b)

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

5.1

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

5.2

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

(a)

a description of the material weakness;

1

(b)

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

(c)

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

5.3

Limitation on scope of design: N/A

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2024 and ended on March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

DATE: May 21, 2024

/s/ Trent Mell
Trent Mell Chief Executive Officer

2

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

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

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Electra Battery Materials Corporation (the “issuer”) for the interim period ended March 31, 2024.

2.

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

3.

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

4.

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

5.

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

(a)

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

(i)

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

(ii)

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

(b)

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

5.1

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

5.2

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

(a)

a description of the material weakness;

1

(b)

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

(c)

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

5.3

Limitation on scope of design: N/A

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2024 and ended on March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

DATE: May 21, 2024

/s/ David Allen
David Allen Chief Financial Officer

2

Exhibit 99.5

ELECTRA BATTERY MATERIALS CORPORATION

Form 51-102F6

Statement of Executive Compensation

The following information, dated as of May 21, 2024, sets out the statement of executive compensation of Electra Battery Materials Corporation (“Electra” or the “Company”) for the financial year ended December 31, 2023, prepared in accordance with Form 51-102F6 – Statement of Executive Compensation.

Report of the Compensation, Governance, and Nominating Committee

The Company is pleased to give you important background information and context to the executive compensation discussion and analysis that follows and the decisions made about executive compensation for the financial year ended December 31, 2023. The Company’s executive compensation philosophy is based on pay for performance and prudent risk management to motivate the senior leadership to execute corporate strategy in a manner that delivers strong results for shareholders of the Company (the “Shareholders”).

Our Approach to Compensation

The current compensation plan adopts a balanced approach between shorter-term results and longer-term strategic objectives and is designed with the following considerations in mind:

·

Linking compensation to the Company’s performance;

·

Emphasizing variable compensation that is contingent upon achievement of key business objectives;

·

Compensating executives at a level and in a manner that ensures Electra is capable of attracting, motivating and retaining superior talent; and

·

Aligning the interests of executive officers with the short- and long-term interests of Shareholders.

To strengthen the alignment between pay and performance, a percentage of the senior executive officers’ compensation is variable in nature, in the form of cash bonuses and Options, RSUs, PSUs and DSUs under the 2022 Amended and Restated LTIP. The 2022 Amended and Restated LTIP provides the Company flexibility in the design of executive compensation programs, including vesting criterion contingent on future performance.

Compensation Discussion and Analysis

The compensation discussion and analysis describe Electra’s compensation policies and practices for its Chief Executive Officer, Chief Financial Officer and its three (3) other most highly compensated executive officers. These individuals are referred to in this compensation discussion and analysis as the “Named Executive Officers” (“NEOs”).

The Compensation, Governance, and Nominating Committee (the “CGN Committee”) considers the implications of the risks associated with the Company’s compensation policies and practices and reports such implications to the board of directors of the Company (the “Board”). The Board strives to ensure that the members of the CGN Committee have the skills and experience required to make decisions on whether the Company’s compensation policies and practices are consistent with its risk profile. The CGN Committee believes that the executive compensation structure addresses potential risks by tying a portion of overall compensation to the achievement of certain milestones, including: (i) criteria relating to annual performance, in the case of bonus payments and (ii) vesting periods for Options or other Awards. No risks have been identified arising from the Company’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

The Company’s NEOs and directors are not permitted to purchase financial instruments that are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director. For greater certainty, but without limiting the generality of the foregoing, such financial instruments include prepaid variable forward contracts, equity swaps, collars, or units of exchange funds.

Named Executive Officers

During the financial year ended December 31, 2023, Electra’s NEOs were Trent Mell, Craig Cunningham, the former Chief Financial Officer of the Company, Peter Park, the former Chief Financial Officer of the Company, Mark Trevisiol, Vice-President, Project Development of the Company, Michael Insulan, Vice-President, Commercial of the Company, and Joe Racanelli, former Vice-President, Investor Relations of the Company. David Allen, the Current Chief Financial Officer of the Company, was appointed on January 1, 2024 following Peter Park’s resignation.

Objectives of the Executive Compensation Program

The Company’s executive compensation practices underpin several objectives:

·

Attract, motivate and retain highly qualified and experienced executives;

·

Recognize and reward contributions to the success of the Company as measured by the accomplishment of performance objectives;

·

Ensure that a significant proportion of compensation is directly linked to the success of the Company while not encouraging excessive or inappropriate risk-taking;

·

Promote adherence to the high standards and values reflected in the Company’s Code of Conduct and Sustainability Charter;

·

Ensure retention by setting total direct compensation targets at a level that is competitive with the markets in which the Company competes; and

·

Protect long-term Shareholder interests by ensuring NEOs and other senior executives’ interests are aligned with those of Shareholders.

Fundamentally, the Company’s compensation practices are intended to promote value-creation actions for the benefit of Shareholders, and to reward individual and team efforts for meeting short-term and long-term objectives.

Executive Compensation Strategy

NEOs cannot control a number of significant factors that impact financial results, including commodity prices, foreign exchange rates and regulatory uncertainty. Our compensation program design thus considers factors over which the executive officers can exercise control, such as advancing the Company’s strategic plan, meeting budget targets established by the Board at the beginning of each year, controlling costs, mitigating risks, taking successful advantage of business opportunities and enhancing the competitive and business prospects of the Company. NEOs will participate in the compensation process and coordinate with the Board in setting target bonuses and objectives. The Board can subsequently exercise discretion in their award of compensation absent attainment of the relevant performance criteria or reduce or increase the size of any award or payout.

For the December 31, 2023 fiscal year, the Company’s Board of Directors, through its CGN Committee, assessed milestones achieved in light of the difficult inflationary landscape that resulted in the suspension of the cobalt refinery construction project. Several objectives were met in part or in whole but a significant shortcoming related to the higher capital budget requirements for completion of the Company’s cobalt sulfate refinery.

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The refinery project was impacted by many of the same pressures affecting other North American construction projects, including supply chain delays and geopolitical issues in Europe that caused a 75% increase in energy prices and initiated significant ripple effect in other commodities. Inflation rates worldwide hit 40-year highs. Labour contracts in Ontario of 8-9% increases year on year. Transportation costs, iron ore, steel, nickel all had over 50% increases in prices.

Highlights in 2023 included:

·

70,000 hours without any lost time injuries;

·

Completed erection of the solvent extraction and crystallizer buildings;

·

Received all long lead, custom fabricated equipment, including crystallizer unit, SX tanks, and structural steel;

·

Recommissioned the brownfields refinery building and ran a plant-scale demonstration plant to test the Company’s black mass battery recycling refinery;

·

Produced the first nickel-cobalt mixed hydroxide precipitate (MHP) in North America and sold approximately 20 tonnes to commercial clients;

·

Extended LG Energy Solution contract from 7,000t over 3 years to 19,000t over 5 years; and

·

Increased convertible notes from US$36 million to US$51 million and completed a $21.5 million equity financing.

Peer Group Selection

A diverse approach was taken to develop a peer group, with consideration for development stage companies and battery materials companies to account for Electra’s rapid growth and the emerging industry. Due to the limited number of cobalt and lithium companies at similar stages, a broader market capitalization range was applied to select the peer group. Some precious metals companies were included as they are similar in size and compete for the same board and executive talent.

For the 2023 calendar year, which includes the most recently completed financial year, the general criteria applied in selecting the comparator group were as follows:

a.

Business Content/ Scope – Peer group companies should operate in similar industries and/or sub-industries with comparable geographic location(s) and business/cost models.

b.

Size of Operations – Compensation availability and levels are typically aligned with size of operations and financial performance.

c.

Financial Performance – Market capitalization is a key determinant for similar comparison. Other indicators include: assets, number of employees and share price.

d.

Statistical Reliability and Validity – To ensure the compensation data is reliable and pay decision making has validity the ideal number of peer group companies should be between 10-15.

e.

Talent Competitors – The availability of executive talent or lack thereof presents attraction and retention challenges locally where a company operates and globally. Talent competitors need to be considered as they can impact compensation element movements; sometimes significantly.

Based on those criteria, the following group of companies in 2023 was determined to be an appropriate comparator group:

·

Alpha Lithium

·

Canada Nickel Company

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·

Cobalt Blue Holdings

·

CoTec Holdings

·

Euro Manganese

·

FPX Nickel Corp

·

Jervois Global

·

Li-Cycle

·

Nano One

·

Nouveau Monde Graphite

·

Rock Tech Lithium

·

Sherritt International

Based on a review of the peer group noted, the base salaries and total compensation paid to the CEO of the Company were below the average range of the peer group and other NEOs were found to generally align with the fifty to seventy fifth percentile range of the peer group.

Elements of Compensation

Compensation is comprised of three main components: base salary, annual bonus and Options and other long-term incentives.

a)

Base Salary – Base salary represents approximately half of the CEO’s total compensation and a higher percentage of the Company’s compensation program for other NEOs. The Company’s view is that a competitive base salary is a necessary element for retaining qualified executive officers. The amount payable to an executive officer as base salary is determined primarily by the number of years’ experience, personal performance and by comparisons to the base salaries and total compensation paid to executives of comparable publicly-traded companies within the North American materials sector, specifically those focused on developing the battery materials supply chain.

b)

Annual Bonus – Along with the establishment of competitive base salaries and long-term incentives, one of the objectives of the executive compensation strategy is to encourage and recognize strong levels of performance by linking the achievement of corporate and individual goals and objectives with variable cash compensation in the form of an annual bonus.

As noted above, many but not all corporate objectives for 2023 were achieved, yielding a score of no more than 50% of target for any of the executives. Bonuses were primarily in the form of non-cash incentives to the executive team commensurate with that performance.

c)

Stock Options and other long-term incentives – The award of long-term incentives is intended to give each Option holder an interest in preserving and maximizing shareholder value in the longer term. In addition, the grant of Awards generally is intended to align the interests of executive officers with those of Shareholders and to enable the Company to attract and retain individuals with experience and ability. Award grants are considered when reviewing executive officer compensation packages as a whole. Options generally have a five-year term, are subject to vesting provisions of up to three years and carry an exercise price equal to the fair value of the common shares in the capital of the Company (the “Common Shares”) as at the granting date. DSUs vest one year from the grant date but may not be exercised until the director ceases to serve on the Board. PSUs generally vest in two (2) tranches over a 12-month period contingent on achieving strategic corporate objectives. There are 599,331 DSUs, nil PSUs and 298,152 RSUs outstanding as of the date of this Statement of Executive Compensation. The periodic award of Awards under the Company’s 2022 Amended and Restated LTIP is determined by the Board based on the recommendations of the CGN Committee, is discretionary and takes into account previous Option awards as well as typical market practices of the comparator group of companies.

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Risks Associated with Compensation

Considering the Company’s size, the Board does not deem it necessary to consider at this time the implications of the risks associated with the Company’s compensation policies and practices. However, the Company believes its compensation policies alleviate risk by having a balance of short term (salary) and long-term compensation. The CGN Committee will also evaluate the risks and adjust the Company’s compensation policies as necessary. As previously mentioned, Options and other non-Option based awards are granted to retain NEOs and motivate the NEOs by rewarding sustained, long-term development and growth that will result in increases in stock value. There is no formal process for assessing when such awards are to be granted. Options and/or non-Option based awards are granted at a time determined necessary by the CGN Committee and the Board in their discretion.

Financial Instruments

The Company does not currently have a policy that restricts NEOs or directors from purchasing financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of equity. However, as of the date of this Statement of Executive Compensation, no NEO or director of the Company has participated in the purchase of such financial instruments pertaining to the Company.

Performance Chart

The following chart compares the yearly percentage change in the cumulative total shareholder return on the Common Shares against the cumulative total shareholder return of the S&P/TSX Venture Composite Total Return Index for the financial periods 2018 through 2023, assuming a $100 initial investment with all dividends reinvested.

Note:

⁽¹⁾

On April 13, 2022, the Company consolidated its Common Shares on the basis of one new post-consolidation Common Share for every 18 pre-consolidation Common Shares.

In 2018, the Common Share price traded in tandem with the price of cobalt, which dropped from a multi-year high of more than US$45 per pound to less than US$15 per pound. As the Company’s strategy shifted from cobalt exploration towards a stronger focus on hydrometallurgical refining of primary and recycled critical minerals, including cobalt, share price performance became less correlated with the price of cobalt. When the Company commenced procurement and construction in the post-Covid period, it was exposed to supply chain disruptions and inflation levels not seen in forty years, which adversely impacted stock price performance in 2022 and 2023.

Page | 5

The Company is committed to increasing shareholder value and the CGN Committee and Board do take share price performance into consideration when making compensation determinations. The Company is focused on building long-term value for shareholders by maximizing the potential of its projects and progressing towards development. Compensation is paid to its executive officers for furthering these objectives.

The share price performance trend illustrated within this chart does not necessarily reflect the trend in the Company’s compensation to executive officers over the same time period. Alignment with shareholders is nonetheless achieved by awarding a significant portion of compensation in the form of option-based awards, which only create value for recipients if the share price has increased over the term of the option.

Summary Compensation

The following table sets out, for the three most recently completed financial years, the compensation paid to or earned by each of the NEOs.

Summary Compensation Table

								Non-Equity Incentive Plan Compensation
Name and Principal Position	Year	Salary ($)		Share- Based Awards ($)		Option- Based Awards ⁽¹⁾⁽²⁾ ($)		Annual Incentive Plan ⁽³⁾ ($)		All Other Compensation ($)		Total Compensation ($)
Trent Mell	2023		390,769		461,628		256,944		25,000		1,430		1,135,771
CEO	2022		399,229		96,635		270,915		25,000		-		791,779
	2021		359,061		206,703		-		295,000		-		860,764
David Allen ⁽⁴⁾	2023		-		-		-		-		-		-
CFO	2022		-		-		-		-		-		-
	2021		-		-		-		-		-		-
Peter Park ⁽⁵⁾	2023		105,769		-		55,920		-		494		162,183
Former CFO	2022		-		-		-		-		-		-
	2021		-		-		-		-		-		-
Craig Cunningham ⁽⁶⁾	2023		156,154		37,500		48,177		35,000		718		277,549
Former CFO	2022		154,000		-		137,666		35,000		-		326,666
	2021		-		-		-		-		-		-
Mark Trevisiol⁽⁷⁾	2023		241,000		183,516		77,083		-		1,375		502,974
VP, Project	2022		258,333		20,907		80,241		25,000		-		384,481
Development	2021		250,000		36,250		-		20,000		-		306,250
Michael Insulan⁽⁷⁾	2023		240,000		145,001		-		-		-		385,001
VP, Commercial	2022		224,167		20,907		42,116		25,000		-		312,190
	2021		200,000		25,500		79,977		-		-		305,477
Joe Racanelli ⁽⁸⁾	2023		221,673		-		48,177		30,000		1,186		301,039
Former VP, Investor	2022		152,423		-		78,572		35,000		-		265,995
Relations	2021		-		-		-		-		-		-

Page | 6

Notes:

(1)

Fair value of incentive stock option grants calculated using the Black-Scholes model.

(2)

This column includes the grant date fair value of all Options granted by the Company to the NEOs during the indicated year. All grant date fair values equal the accounting fair values determined for financial reporting purposes in accordance with IFRS 2 Share-based Payment and were estimated using the Black-Scholes option pricing model. The Black-Scholes options pricing model has been used to determine grant date fair value due to its wide acceptance across the industry as an option valuation model, and because it is the same model the Company uses to value options for financial reporting purposes.

(3)

Management bonuses were paid based on achieving certain corporate objectives for the applicable years.

(4)

David Allen was appointed CFO on January 1, 2024.

(5)

Mr. Park was appointed CFO on July 1, 2023, he resigned as the CFO on December 31, 2023 and was replaced by David Allen, as current Chief Financial Officer of the Company on January 1, 2024.

(6)

Mr. Cunningham was appointed CFO on June 8, 2022, he resigned as the CFO on June 30, 2023 and was replaced by Peter Park, as Chief Financial Officer of the Company.

(7)

Messrs. Trevisiol and Insulan became NEOs in 2021 after Mr. Trevisiol joined the Company in 2020 and Mr. Insulan joined in 2021.

(8)

Mr. Racanelli became an NEO when he joined the Company in 2022.

Senior Leadership Team

Trent Mell – Chief Executive Officer

On February 15, 2017, Trent Mell entered into an employment agreement with the Company (the “Mell Agreement”) and was subsequently appointed as President and Chief Executive Officer of the Company on March 2, 2017. Mr. Mell was paid an annual base salary of $400,000 in 2022. In January 2023, the Company signed a revised contract with Mr. Mell, outlining a bonus potential of up to 100% of base salary, contingent upon achieving corporate objectives agreed upon with the Board.

Page | 7

Peter Park – Former Chief Financial Officer

On July 1, 2023, Peter Park entered into an employment agreement with the Company (the “Park Agreement”) and was appointed as Chief Financial Officer of the Company. Mr. Park was paid an annual base salary of $220,000. Mr. Park resigned from the Company on December 31, 2023 and was replaced by David Allen, current Chief Financial Officer of the Company.

Craig Cunningham – Former Chief Financial Officer

On June 8, 2022, Craig Cunningham entered into an employment agreement with the Company (the “Cunningham Agreement”) and was appointed as Chief Financial Officer of the Company. Mr. Cunningham was paid an annual base salary of $280,000. His target bonus was 50% of base salary and a maximum bonus potential of 75% of base salary, contingent upon achieving corporate objectives agreed upon with the Board. Mr. Cunningham resigned from the Company on June 30, 2023 and was replaced by Peter Park, as Chief Financial Officer of the Company.

Mark Trevisiol – Vice President, Project Development

On July 23, 2020, Mark Trevisiol entered into an agreement with the Company (the “Trevisiol Agreement”), and was subsequently appointed as Vice-President, Projects. Mr. Trevisiol is paid an annual base salary of $270,000 with a target bonus was 50% of base salary, contingent upon achieving corporate objectives to be agreed upon with the Board and CEO. The Trevisiol Agreement was amended in January 2023 to include provisions for payment upon termination following a change of control of the Company, as described below.

Michael Insulan – Vice President, Commercial

On December 23, 2020, Michael Insulan entered into an agreement with the Company (the “Insulan Agreement”), and was subsequently appointed as Vice President, Commercial. Mr. Insulan is paid an annual base salary of $240,000. He has a target bonus of 40% of base salary, contingent upon achieving corporate objectives to be agreed upon with the Board. The Insulan Agreement was amended in January 2023 to include provisions for payment upon termination following a change of control of the Company, as described below.

Joe Racanelli – Vice President, Investor Relations

On May 24, 2022, Joe Racanelli entered into an agreement with the Company (the “Racanelli Agreement”), and was subsequently appointed as Vice President, Investor Relations. Mr. Racanelli was paid an annual base salary of $215,000, with a target bonus of 35% of base salary, contingent upon achieving corporate objectives to be agreed upon with the Board and CEO. Mr. Racanelli resigned from the Company on December 15, 2023.

Page | 8

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth all share-based and option-based awards outstanding for the Named Executive Officers as of December 31, 2023:

	Option-Based Awards								Share-Based Awards
Name	Number of Securities Underlying Unexercised Options (#)		Exercise Price ($)		Expiry Date	Value of Unexercised in-the-money Options ⁽¹⁾ ($)	Number of Share- Based Awards – Unvested (#)		Market Value of Share- Based Awards – Unvested ⁽²⁾ ($)		Number of Share- Based Awards – Vested (#)		Market Value of Share- Based Awards – Vested ⁽²⁾ ($)
Trent Mell		17,593		2.52	Sep. 4, 2024	-		193,869		96,935		54,185		27,092
		40,741		2.52	Jul. 10, 2025	-		-		-		-		-
		81,849		5.40	Jan. 19, 2027	-		-		-		-		-
		40,000		3.21	Nov. 11, 2027	-		-		-		-		-
		173,611		2.40	Mar. 10, 2027	-		-		-		-		-
David Allen		-		-	-	-		-		-		-		-
Peter Park		50,000		1.04	Aug. 21, 2028	-		-		-		-		-
Craig Cunningham		40,000		4.90	June 7, 2027	-		-		-		-		-
		15,000		3.21	Nov. 11, 2027	-		-		-		-		-
		32,552		2.40	Mar. 10, 2027	-		-		-		-		-
Mark Trevisiol		27,778		2.61	Aug. 27, 2025	-		101,858		50,929		23,253		11,627
		17,708		5.40	Jan. 19, 2027	-		-		-		-		-
		20,000		3.21	Nov. 11, 2027	-		-		-		-		-
		52,083		2.40	Mar. 10, 2027	-		-		-		-		-
Michael Insulan		27,778		6.21	Apr. 16, 2026	-		61,806		30,903		4,502		2,251
		17,708		5.40	Jan. 19, 2027	-		-		-		-		-
Joe Racanelli		19,444		4.63	May 24, 2027	-		-		-		-		-
		15,000		3.21	Nov. 11, 2027	-		-		-		-		-
		32,552		2.40	Mar. 10, 2027	-		-		-		-		-

Notes:

(1)

The “value of unexercised in-the-money options” is calculated based on the difference between the closing price of $0.50 for the Common Shares on the TSXV on December 29, 2023 and the exercise price of the Options, multiplied by the number of unexercised Options.

(2)

The “market value of share-based awards” is calculated as the number of share-based awards multiplied by the closing price of $0.50 for the Common Shares on the TSXV on December 29, 2023.

Page | 9

Value Vested or Earned During the Year

The following table sets forth the value of all incentive plan awards vested or earned for each Named Executive Officer during the financial year ended December 31, 2023:

Name	Option Based Awards – Value Vested During the Year ⁽¹⁾ ($)		Share Based Awards – Value Vested During the Year ⁽²⁾ ($)		Non-Equity Incentive Plan Compensation – Value Earned During the Year⁽³⁾ ($)
Trent Mell		-		11,933		25,000
David Allen		-		-		-
Peter Park		-		-		-
Craig Cunningham		-		-		35,000
Mark Trevisiol		-		12,083		-
Michael Insulan		-		-		-
Joe Racanelli		-		-		30,000

Notes:

(1)

The “value vested during the year” is calculated based on the positive difference between the closing price for the Common Shares on the TSXV as of the date of vesting and the exercise price of the Options, multiplied by the number of vested Options. All Options granted to the NEOs had an exercise price equal to the closing price of the Company’s Common Shares as of the date of grant.

(2)

The “Share Based Awards” encompass the PSUs, RSUs and DSUs that vested during 2023. The value reflects the value of the Common Shares issuable to each individual on the vesting date.

(3)

The “Non-Equity Incentive Plan Compensation – Value Earned During the Year” represents short term incentive bonus amounts earned in 2023 and paid in 2024.

Pension Benefits

The Company does not have a pension plan that provides for payments or benefits to the NEOs at, following, or in connection with retirement.

Termination and Change of Control Benefits

In accordance with the terms of the Mell Agreement, the Company may terminate the executive at any time without further obligation by providing notice based on the length of employment of each executive. Mr. Mell would be entitled to receive a payment equivalent to 24 months’ salary and bonus in the event the agreement is terminated without cause. The Company has also entered into a change of control agreement with Mr. Mell, pursuant to which Mr. Mell would be entitled to payments equivalent to the above in the event he is terminated within 12 months of a change of control event. A change of control event is defined as another party acquiring a controlling position in the Common Shares of the Company. Upon any of the termination or change of control payments noted above, there are no associated conditions for the terminated officers such as non-compete clauses. Mr. Mell must continue to adhere to his confidentiality requirements under the Company’s existing policies.

There are no change of control provisions under the Allen Agreement. The Allen Agreement terminates on May 31, 2024, unless otherwise extended.

In January 2023, the Insulan Agreement was amended to include a change of control agreements pursuant to which Mr. Insulan would be entitled to payments equivalent 12 months’ salary and bonus in the event the agreement is terminated without cause.

Page | 10

The Trevisiol Agreement was also amended in January 2023 to include a change of control agreements pursuant to which Mr. Trevisiol would be entitled to payments equivalent 18 months’ salary and bonus in the event the agreement is terminated without cause.

The following table discloses the estimated amounts payable to those NEOs under a termination or change of control. Amounts disclosed in the table below assume that the NEOs termination of employment and/or change of control occurred on December 31, 2023.

NEO	Payment due upon Termination ($)		Payment due upon Change of Control ($)
Trent Mell		1,600,000		1,600,000
David Allen		Nil		Nil
Mark Trevisiol		607,500		607,500
Michael Insulan		345,600		345,600

The remaining NEOs, being Messrs. Park, Cunningham and Racanelli, resigned from the Company during the year ended December 31, 2023.

Securities Authorized For Issuance Under Equity Compensation Plans

The following table provides information regarding the number of Common Shares to be issued upon the exercise of outstanding Options and exercise of current PSUs, RSUs and DSUs and the weighted-average exercise price of the outstanding Options in connection with the 2022 Amended and Restated LTIP as at December 31, 2023:

Plan Category	Number of Common Shares to be issued upon exercise of outstanding options, PSUs, RSUs and DSUs		Weighted- average exercise price of outstanding options		Number of Common Shares remaining available for future issuance under equity compensation plans ⁽¹⁾
Equity compensation plans approved by security holders
Options		772,568	$	1.97		2,227,432
DSUs		616,163				-216,163
RSUs		533,153				-183,153
PSUs		34,029				315,971
Total		1,955,913				2,144,087
Equity compensation plans not approved by security holders		N/A		N/A		N/A
Total		1,955,913	$	1.97		2,144,087

Notes:

⁽¹⁾

The aggregate number of Common Shares to be reserved and set aside for issue upon the exercise or redemption and settlement for all awards granted under the 2022 Amended and Restated LTIP, together with all other established security-based compensation arrangements of the Company, shall not exceed 4,100,000.

Page | 11

Other Compensation Matters

Proportion of Common Shares Held by Directors and Executive Officers

Collectively, as of the date hereof, the directors and executive officers of the Company, as a group, own directly or indirectly 671,083 Common Shares representing approximately 1.03% of the issued and outstanding Common Shares.

DIRECTOR COMPENSATION

The following table discloses the particulars of the compensation provided to the non-executive directors of the Company for the financial year ended December 31, 2023:

Non-Executive Director Compensation
(Financial Year Ended December 31, 2022)

Name

Annual
Fees –
Cash

($)

Share-Based
Awards ($)

Option-
Based
Awards ⁽¹⁾

($)

Non-equity
incentive
plan
compensation

($)

Pension
value

($)

All Other
Compensation

($)

Total
Compensation
($)

John Pollesel⁽²⁾

40,000

109,422

Nil

149,422

C.L. “Butch” Otter⁽³⁾

80,000

52,873

Nil

132,873

Susan Uthayakumar⁽⁴⁾

-

73,173

Nil

73,173

Garett Macdonald⁽⁵⁾

17,060

40,001

Nil

57,061

Notes:

⁽¹⁾

Fair value of incentive stock option grants calculated using the Black-Scholes model.

⁽²⁾

John Pollesel was appointed as a director of the Company on May 17, 2017 and was granted 72,360 DSUs in 2023.

⁽³⁾

C.L. “Butch” Otter was appointed as a director of the Company on February 21, 2019 and was granted 33,742 DSUs in 2023.

⁽⁴⁾

Susan Uthayakumar was appointed as a director of the Company on October 1, 2019 and was granted 61,208 DSUs in 2023.

⁽⁵⁾

Garett Macdonald was appointed as a director of the Company on June 4, 2018 and was granted 16,667 DSUs in 2023. Mr. Macdonald resigned as a director of the Company on May 17, 2023.

Narrative Discussion

The Company recognizes the contribution that its directors make to the Company and seeks to compensate them accordingly. Compensation of directors of the Company is reviewed annually and determined by the Board. The level of compensation for directors is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the Company’s financial resources.

Executive Compensation-Related Fees

In 2023, the Company paid $60,000 to for compensation consultation fees to PM Search Partners.

Page | 12

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth all awards outstanding for each of the non-executive directors of the Company as of December 31, 2023:

	Option-Based Awards						Share-Based Awards
Name	Number of Securities Underlying Unexercised Options (#)	Exercise Price ($)	Expiry Date	Value of Unexercised in-the- money Options ⁽¹⁾ ($)	Number of Share- Based Awards – Unvested (#)	Market Value of Share- Based Awards – Unvested ($)		Number of Share-Based Awards – Vested (#)	Market Value of Share-Based Awards – Vested ⁽²⁾ ($)
John Pollesel	16,667 22,222	2.52 5.40	Sep. 4, 2024 Jan. 19, 2027	- -	- -	- -		138,220 -	69,110 -
C.L. “Butch” Otter	55,556 16,667 11,111	3.24 2.52 5.40	Feb. 21, 2024 Sep. 4, 2024 Jan. 19, 2027	- - -	- - -	- - -		62,518 - -	31,259 - -
Susan Uthayakumar	16,667 11,111	2.88 5.40	Oct. 1, 2024 Jan. 19, 2027	- -	- -	- -		68,264 -	34,132 -
Garett Macdonald ⁽³⁾	16,667 11,111	2.52 5.40	Sep. 4, 2024 Jan. 19, 2027	- -	- -	- -		45,307 -	22,654 -

Notes:

(1)

The “value of unexercised in-the-money options” is calculated based on the difference between the closing price of $0.50 for the Common Shares on the TSXV on December 29, 2023 and the exercise price of the Options, multiplied by the number of unexercised Options.

(2)

The “market value of share-based awards” is calculated as the number of share-based awards multiplied by the closing price of $0.50 for the Common Shares on the TSXV on December 29, 2023.

(3)

Mr. Macdonald resigned as a director of the Company on May 17, 2023.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth the value of all incentive plan awards vested or earned by each non-executive director of the Company during the financial year ended December 31, 2023:

Name	Option Based Awards – Value Vested During the Year ⁽¹⁾		Share Based Awards – Value Vested During the Year ⁽²⁾		Non-Equity Incentive Plan Compensation – Value Earned During the Year
John Pollesel		-		109,422		-
C.L. “Butch” Otter		-		52,873		-
Susan Uthayakumar		-		73,173		-
Garett Macdonald⁽³⁾		-		40,001		-

Notes:

⁽¹⁾

The “value vested during the year” is calculated based on the positive difference between the closing price for the Common Shares on the TSXV as of the date of vesting and the exercise price of the Options, multiplied by the number of vested Options.

⁽²⁾

The “Share Based Awards” encompass the DSUs that vested during 2023. The value reflects the value of the Common Shares issuable to each individual on the DSU vesting date, which is the grant date.

⁽³⁾

Mr. Macdonald resigned as a director of the Company on May 17, 2023.

Page | 13

Exhibit 99.6

NEWS RELEASE

NASDAQ: ELBM

TSX.V: ELBM

Electra Files First Quarter 2024 Financial Reports

Toronto, Ontario – (May 22, 2024) – Electra Battery Materials Corporation (NASDAQ: ELBM; TSX-V: ELBM) (“Electra” or the “Company”) today announces the filing of their first quarter 2024 financial reports.

“Over the course of the quarter we have remained committed to pursuing non-dilutive opportunities to resume and complete the construction of our cobalt sulfate refinery in Ontario, and to engage with funding agencies and strategic partners in support of this goal,” said Electra CEO, Trent Mell. “At the same time, we continue to carefully manage our financial resources.”

Mr. Mell added, “We also continue to evaluate future growth opportunities as well. We are working with Three Fires Group on a black mass primary recycling facility, exploring the potential of a second cobalt refinery in Quebec and assessing how to support the need for domestically sourced nickel sulfate within North America. It is encouraging to see U.S. policy announcements designed to level the playing field and increased cooperation from North American governments, recognizing the importance of diversifying the EV materials supply chain away from heavy reliance on China."

Electra’s current priority is recommissioning and expanding its refinery, and its long-term vision includes additional phases to potentially provide recycled battery materials and battery grade nickel to the North American and global electric vehicle battery market:

1.

Completion of the recommissioning of the refinery to produce at an initial rate of 5,000 tonnes per annum of battery cobalt contained in cobalt sulfate from cobalt hydroxide.

2.

12-month permit amendment process and expansion of certain circuits to increase cobalt production to 6,500 tonnes per annum of battery grade cobalt sulfate, reaching the nameplate capacity of the crystallization circuit.

3.

Recycling of black mass, recovering lithium, nickel, cobalt and other critical metals, supported by a planned joint venture with the Three Fires Group to collaborate to source battery waste and produce black mass for refining at Electra’s refinery.

4.

Expansion to a second cobalt sulfate facility in Bécancour, Quebec and a strategically located North American nickel sulfate refinery.

According to Darton Commodities’ 2024 Cobalt Market Review, 80% of the refined cobalt production worldwide comes from China. Electra's refinery project aims to change that by becoming the first in North America to produce cobalt sulfate specifically for electric vehicle batteries. Once fully commissioned, Electra’s refinery could supply enough cobalt for about 1 million electric vehicles per year.

Throughout 2023, Electra operated a plant scale battery recycling trial at its refinery, processing more than 40 tonnes of black mass material to recover valuable elements such as lithium, nickel, cobalt, manganese, graphite, and copper. The goal was to make high-quality nickel, cobalt, and lithium products. While the current phase of the recycling project is now largely complete, ongoing work aims to unlock additional value from the final saleable products and completed advanced engineering studies.

Electra’s low carbon hydrometallurgical refinery in Canada is permitted and has an estimated current replacement value of approximately US$200 million. The Company requires approximately US$60 million to complete construction. The cobalt refinery project continues to be derisked through the on-site receipt of most long lead-time equipment and by the 2023 commissioning of the legacy refinery operations for the black mass demonstration plant.

www.ElectraBMC.com

1

The Company’s cash balance at the end of the quarter was C$5.6M. The Company’s first quarter 2024 financial reports are available on SEDAR+ (www.sedarplus.com) and the Company’s website (www.ElectraBMC.com).

About Electra Battery Materials

Electra is a processor of low-carbon, ethically-sourced battery materials. Currently focused on developing North America’s only cobalt sulfate refinery, Electra is executing a phased strategy to onshore the electric vehicle supply chain and provide a North American solution for EV battery materials refining. Keys to its strategy are integrating black mass recycling, expanding cobalt sulfate processing into Bécancour, Quebec, and exploring nickel sulfate production potential within North America. For more information, please visit www.ElectraBMC.com.

Contacts

Heather Smiles

Vice President, Investor Relations & Corporate Development
Electra Battery Materials

info@ElectraBMC.com
1.416.900.3891

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

This news release may contain forward-looking statements and forward-looking information (together, “forward-looking statements”) within the meaning of applicable securities laws and the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, are forward-looking statements. 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”. Such forward-looking statements include, without limitation, statements regarding the timing and deemed value of the issuance of Shares. Forward-looking statements are based on certain assumptions, and involve risks, uncertainties and other factors that could cause actual results, performance, and opportunities to differ materially from those implied by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements are set forth in the management discussion and analysis and other disclosures of risk factors for Electra Battery Materials Corporation, filed on SEDAR+ at www.sedarplus.com and with on EDGAR at www.sec.gov. Other factors that could cause actual results to differ materially include changes with respect to government or investor expectations or actions as compared to communicated intentions, and general macroeconomic and other trends that can affect levels of government or private investment. 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 news release, and no assurance can be given that such events will occur in the disclosed times frames or at all. Except where required by applicable law, 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.

www.ElectraBMC.com

2

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