Exhibit 99.1
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Li-Cycle Announces Redemption of All Outstanding Warrants
Holders may Elect to Surrender their Warrants on a “Make-Whole Exercise”
Prior to the Redemption Date of January 26, 2022
TORONTO, Ontario (December 27, 2021) – Li-Cycle Holdings Corp. (NYSE: LICY) (“Li-Cycle” or the “Company”), an industry leader in lithium-ion battery resource recovery and recycling in North America, today announced that it will redeem all of its warrants (the “Warrants”) to purchase common shares of the Company (the “Common Shares”) that remain outstanding at 5:00 p.m. New York City time on January 26, 2022 (the “Redemption Date”) for a redemption price of $0.10 per Warrant.
The Warrants are listed on the New York Stock Exchange and governed by a Warrant Agreement (the “Warrant Agreement”), dated as of September 23, 2020, by and between Peridot Acquisition Corp. (“Peridot”) and Continental Stock Transfer & Trust Company (“CST”), as warrant agent (the “Warrant Agent”), as amended by a warrant amendment agreement dated August 10, 2021 between the Company (as successor to Peridot) and CST. Under the Warrant Agreement, there were 15,000,000 warrants originally issued pursuant to Peridot’s initial public offering (the “Public Warrants”) and 8,000,000 warrants originally issued in a private placement to Peridot Acquisition Sponsor, LLC concurrently with the closing of Peridot’s initial public offering (the “Private Placement Warrants”).
The Warrant Agreement provides that the Company is entitled to redeem all of the outstanding Public Warrants at the redemption price of $0.10 per Public Warrant where: (i) the last reported sales price of the Common Shares for any twenty trading days within the thirty trading-day period ending on the third trading day prior to the date on which notice of the redemption is given (the “Reference Value”) equals or exceeds $10.00 per share, and (ii) if the Reference Value is less than $18.00 per share, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants. The Reference Value currently equals or exceeds $10.00 per share and is less than $18.00 per share, such that the Company is entitled to call the Warrants for redemption. At the direction of the Company, the Warrant Agent has delivered today a notice of redemption (the “Notice of Redemption”) to each of the registered holders of the outstanding Warrants.
At any time after the Notice of Redemption has been delivered and prior to 5:00 p.m. New York City time on the Redemption Date, the Warrants may be: (1) exercised by the Warrant holders for cash, at an exercise price of $11.50 per Common Share, or (2) surrendered by the Warrant holders on a “cashless basis” (a “Make-Whole Exercise”), in which case the surrendering holder will receive a number of Common Shares determined in accordance with the terms of the Warrant Agreement and based on: (i) the period of time between the Redemption Date and the expiration of the Warrants, and (ii) the “redemption fair market value” (being the volume-weighted average price of the Common Shares for the ten trading days immediately following the date of the Notice of Redemption) (the “Redemption Fair Market Value”). The Company will provide holders notice of the Redemption Fair Market Value no later than January 11, 2022). In no event will the number of Common Shares issued in connection with a surrender of Warrants on a Make-Whole Exercise as described above exceed 0.361 Common Shares per Warrant.
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