Li-Cycle, North America’s Largest Lithium-Ion Battery Useful resource Recycling Firm, to Checklist on NYSE by way of Transaction with Peridot Acquisition Corp.

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Feb 16, 2021  •  5 minutes in the past  •  12 minute learn Li-Cycle employees feed lithium-ion batteries into the shredder at Kingston, ON facility Li-Cycle staff feed lithium-ion batteries into the shredder at Kingston, ON facility Enterprise Wire

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Li-Cycle, North America’s largest lithium-ion battery useful resource recycling firm, has entered right into a definitive enterprise mixture settlement with Peridot Acquisition Corp. (NYSE: PDAC). Upon closing, the mixed firm will likely be renamed Li-Cycle Holdings Corp. and will likely be listed on the New York Inventory Trade beneath the brand new ticker image “LICY.” Li-Cycle makes use of a breakthrough, business course of for sustainably recovering important high-grade supplies from battery manufacturing scrap and end-of-life batteries, making a closed-loop, domestically sourced lithium-ion battery provide chain. Li-Cycle patented expertise permits a shift away from legacy thermal recycling applied sciences, which may emit dangerous emissions and lead to decrease restoration charges. Li-Cycle has a strong buyer community, together with 40+ business contracts with blue chip suppliers and off-take agreements by way of 2030. Li-Cycle’s business battery provide clients embody 14 of the biggest international automotive and battery producers.

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Li-Cycle is predicted to obtain roughly $615 million in gross transaction proceeds, enabling the corporate to totally fund its deliberate international enlargement. 100% of Li-Cycle’s present shares will roll into the mixed firm. The transaction features a absolutely dedicated, upsized $315 million PIPE from buyers that embody Neuberger Berman Funds, Franklin Templeton and Mubadala Capital, in addition to Peridot sponsor Carnelian Vitality Capital, present Li-Cycle investor Moore Strategic Ventures and international advertising and strategic off-take companion Traxys S.A (“Traxys”). The professional forma fairness worth of the mixed firm is roughly $1.67 billion with the transaction anticipated to shut within the second quarter of 2021.

TORONTO & HOUSTON — Li-Cycle Corp. (“Li-Cycle” or “the Firm”), a business chief in lithium-ion battery useful resource restoration, and Peridot Acquisition Corp. (“Peridot”) (NYSE: PDAC),a publicly-traded particular function acquisition firm sponsored by Carnelian Vitality Capital, introduced their entry at this time right into a definitive enterprise mixture settlement that may lead to Li-Cycle turning into a public firm. Upon closing of the transaction, the mixed firm will likely be renamed Li-Cycle Holdings Corp. and will likely be listed on the New York Inventory Trade beneath the brand new ticker image “LICY.” The mixed firm will likely be led by Ajay Kochhar, Co-Founder, President and Chief Government Officer of Li-Cycle, and Tim Johnston, Co-Founder and Government Chairman.

Firm Overview and Funding Highlights

Based in Toronto in 2016, Li-Cycle is an industry-leading lithium-ion battery useful resource restoration firm and the biggest lithium-ion battery recycler in North America. Li-Cycle sits on the intersection of three core megatrends:

The electrical car revolution The provision scarcity of strategic battery supplies The necessity for a very sustainable, ESG-friendly lithium-ion battery recycling answer, a important lacking step within the battery provide chain

The crucial for economically and environmentally sustainable useful resource recycling is rising in lockstep with the exponential progress of battery manufacturing. Li-Cycle makes use of its patented Spoke & Hub applied sciences to realize the industry-leading restoration price and produce the scarce battery supplies underpinning the worldwide progress in electrical car penetration. Legacy recycling applied sciences have largely relied on thermal operations, which may emit dangerous emissions and lead to decrease restoration charges. Li-Cycle’s two-stage battery recycling mannequin permits clients to learn from a secure and environmentally pleasant answer for recycling all sorts of lithium-ion supplies.

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Key funding highlights are as follows:

Materials Demand and Robust Macroeconomic and Regulatory Tailwinds –The large international shift towards electrification, more and more stringent environmental laws and rising clear vitality infrastructure spending are accelerating the demand for lithium-ion battery supplies and recycling options. Patented Expertise Gives as much as 95% Useful resource Mass Restoration –Underlying applied sciences are protected by 18 patents/patent purposes that tie again to 3 core patent households, offering a sturdy aggressive moat. Li-Cycle’s scalable, sustainable, safeand proprietary Spoke & Hub system supplies as much as 95% useful resource mass restoration, and is lithium-ion battery chemistry and cost agnostic. Spoke and Hub Applied sciences – Spokes are decentralized amenities to mechanically course of batteries near sources of provide whereas Hubs are centralized amenities for large-scale manufacturing of specialty supplies to realize economies of scale in recycling. Low-Price Producer of Battery Grade Supplies – Li-Cycle is uniquely capable of economically get well core battery grade supplies, together with lithium carbonate, nickel sulphate and cobalt sulphate, at a decrease price than mined supplies. Environmentally Pleasant – Li-Cycle’s course of doesn’t require excessive temperatures, no wastewater is produced, and solely low degree emissions are generated from operations. Strong Buyer Community – Li-Cycle has 40+ business contracts with blue chip suppliers and off-take agreements by way of 2030, comparable to a cumulative forecasted EBITDA between 2021 and 2025 of $985 million. Greater than $300 million/12 months of income is to be generated from contracted off-take agreements with Traxys, each an investor within the PIPE and an present strategic companion. The Firm’s business battery provide clients embody 14 of the biggest international automotive and battery producers.

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Administration Commentary

Ajay Kochhar, Co-Founder, President and Chief Government Officer of Li-Cycle, commented, “Li-Cycle’s patented expertise is confirmed within the North American market because the main technique to recycle lithium-ion batteries and re-use recovered supplies to make new batteries in a very round and sustainable method. The capital raised on this transaction will absolutely fund our deliberate international progress. We’re excited to companion with the Peridot crew and enter the general public markets, ship on our mission and create long-term worth for our clients, staff and shareholders.”

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Tim Johnston, Co-Founder and Government Chairman of Li-Cycle, commented, “We see an incredible international market alternative in entrance of us pushed by the exponential progress of the electrical car market. Our ‘future proofed’ expertise can recycle any battery chemistry economically, and our closed-loop answer supplies the important uncooked materials constructing blocks for batteries which might be in important demand. The partnership with the Peridot crew is an thrilling and essential milestone in Li-Cycle’s journey, additional enabling Li-Cycle to realize our mission and develop in lockstep with our clients – in North America and globally.”

Alan Levande, Chairman and Chief Government Officer of Peridot who will be a part of Li-Cycle’s Board of Administrators, mentioned, “Li-Cycle is on the forefront of one of the crucial essential and under-penetrated markets in clear expertise that’s rising in lock-step with the electrification of mobility. Because the North American market chief, we consider Li-Cycle is a singular and compelling ESG funding alternative for buyers seeking to take part within the international vitality transition. We’re delighted to companion with Li-Cycle to advance and scale its disruptive expertise.”

Transaction Overview

The enterprise mixture features a pre-money fairness valuation for Li-Cycle of $975 million and, when mixed with the transaction proceeds, represents a mixed firm professional forma fairness worth of $1.67 billion. The transaction will present $615 million in gross proceeds to the Firm, assuming no redemption by Peridot shareholders, together with a $315 million absolutely dedicated, upsized frequent inventory PIPE at $10.00 per share from buyers that embody Neuberger Berman Funds, Franklin Templeton and Mubadala Capital, in addition to Peridot sponsor Carnelian Vitality Capital, present Li-Cycle buyers together with Moore Strategic Ventures, and international advertising and strategic off-take companion Traxys.

The Boards of Administrators of every of Li-Cycle and Peridot have unanimously authorised the transaction. The transaction would require the approval of the shareholders of each Li-Cycle and Peridot, and is topic to different customary closing circumstances, together with the receipt of sure regulatory approvals. The transaction is predicted to shut within the second quarter of 2021. 100% of Li-Cycle’s shareholders will roll their fairness holdings into the brand new public firm.

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Further details about the proposed transaction, together with a duplicate of the merger settlement and investor presentation, will likely be offered in a Present Report on Type Eight-Ok to be filed by Peridot with the Securities and Trade Fee (“SEC”) and will likely be accessible on the Li-Cycle’s Investor Relations web page at www.li-cycle.com/buyers and at www.sec.gov.

Advisors

Citi is serving as sole monetary advisor to Li-Cycle. Cowen is serving as capital markets advisor to Li-Cycle. UBS Funding Financial institution is serving as lead placement agent and Barclays and Citi are serving as placement brokers for the PIPE. UBS Funding Financial institution and Barclays are additionally serving as monetary and capital markets advisors to Peridot. McCarthy Tétrault and Freshfields Bruckhaus Deringer are serving as authorized advisors to Li-Cycle. Kirkland & Ellis and Stikeman Elliott are serving as authorized advisors to Peridot. INFOR Monetary Inc. has offered a equity opinion to the Board of Administrators of Li-Cycle.

Investor Convention Name Data

Peridot and Li-Cycle will host a joint investor convention name to debate the proposed transaction Tuesday, February 16, 2021 at Eight:00am ET.

events might take heed to the ready remarks name by way of phone by dialing 1-877-407-4018 (U.S. toll free) or 1-201-689-8471 (worldwide callers) and getting into the convention ID quantity 13716354. A phone replay will likely be accessible till March 2, 2021 by dialing 1-844-512-2921; worldwide callers ought to dial 1-412-317-6671 and enter the passcode 13716354.

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About Li-Cycle Corp.

Li-Cycle Corp. (Li-Cycle) is on a mission to leverage its modern Spoke & Hub Applied sciences to supply a customer-centric, end-of-life answer for lithium-ion batteries, whereas making a secondary provide of important battery supplies. Lithium-ion rechargeable batteries are more and more powering our world in automotive, vitality storage, client electronics, and different industrial and family purposes. The world wants improved expertise and provide chain improvements to raised handle battery manufacturing waste and end-of-life batteries and to fulfill the quickly rising demand for important and scarce battery-grade uncooked supplies by way of a closed-loop answer. For extra info, go to https://li-cycle.com/.

About Peridot Acquisition Corp.

Peridot Acquisition Corp. is a clean examine firm fashioned for the aim of getting into right into a merger, share alternate, asset acquisition, share buy, reorganization or related enterprise mixture with a number of companies. The Firm’s sponsor is an affiliate of Carnelian Vitality Capital Administration, L.P., an funding agency that focuses on alternatives within the North American vitality house in

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partnership with best-in-class administration groups. For extra info, go to https://peridotspac.com/.

Further Data and The place to Discover It

In reference to the proposed transaction involving Li-Cycle and Peridot, Li-Cycle Holdings Corp. (“Newco”) will put together and file with the SEC a registration assertion on Type F-Four that may embody a doc that may function each a prospectus of Newco and a proxy assertion of Peridot (the “ Proxy Assertion/Prospectus”). Li-Cycle, Peridot and Newco will put together and file the Proxy Assertion/Prospectus with the SEC and Peridot will mail the Proxy Assertion/Prospectus to its shareholders and file different paperwork relating to the proposed transaction with the SEC. This communication will not be an alternative choice to any proxy assertion, registration assertion, proxy assertion/prospectus or different paperwork Peridot or Newco might file with the SEC in reference to the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, ANY AMENDMENTS OR SUPPLEMENTS TO THE PROXY STATEMENT/PROSPECTUS, AND OTHER DOCUMENTS FILED BY PERIDOT OR NEWCO WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Traders and security holders will be capable to receive free copies of the Proxy Assertion/Prospectus and different paperwork filed with the SEC by Peridot or Newco by way of the web site maintained by the SEC at www.sec.gov.

Traders and securityholders can even be capable to receive free copies of the paperwork filed by Peridot and/or Newco with the SEC on Peridot’s web site at www.peridotspac.com or by emailing buyers@li-cycle.com.

No Supply or Solicitation

This communication doesn’t represent a suggestion to promote or the solicitation of a suggestion to purchase any securities of Peridot or Newco or a solicitation of any vote or approval. No provide of securities shall be made besides by the use of a prospectus assembly the necessities of Part 10 of the Securities Act of 1933, as amended.

Individuals within the Solicitation

Li-Cycle, Peridot, Newco, and sure of their respective administrators, government officers and staff could also be deemed to be members within the solicitation of proxies in reference to the proposed transaction. Data relating to the individuals who might, beneath the principles of the SEC, be deemed members within the solicitation of proxies in reference to the proposed transaction, together with an outline of their direct or oblique pursuits, by security holdings or in any other case, will likely be set forth within the Proxy Assertion/Prospectus and different related supplies when it’s filed with the SEC. Data relating to the administrators and government officers of Peridot is contained in Peridot’s remaining prospectus for its preliminary public providing, filed with the SEC on September 24, 2020 and sure of its Present Stories filed on Type Eight-Ok. These paperwork could be obtained freed from cost from the sources indicated above.

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Warning Regarding Ahead-Trying Statements

Sure statements contained on this communication could also be thought-about forward-looking statements inside the that means of the U.S. Personal Securities Litigation Reform Act of 1995, Part 27A of the Securities Act of 1933, as amended, and Part 21 of the Securities Trade Act of 1934, as amended, together with statements relating to the proposed transaction involving Li-Cycle and Peridot and the flexibility to consummate the proposed transaction. Ahead-looking statements typically embody statements which might be predictive in nature and depend on or discuss with future occasions or circumstances, and embody phrases reminiscent of “might,” “will,” “ought to,” “would,” “count on,” “anticipate,” “plan,” “possible”, “consider,” “estimate,” “venture,” “intend,” and different related expressions amongst others. Statements that aren’t historic information are forward-looking statements. Ahead-looking statements are primarily based on present beliefs and assumptions which might be topic to dangers and uncertainties and aren’t ensures of future efficiency. Precise outcomes might differ materially from these contained in any forward-looking assertion on account of varied components, together with, with out limitation: (i) the chance that the circumstances to the closing of the proposed transaction aren’t glad, together with the failure to well timed or in any respect receive shareholder approval for the proposed transaction or the failure to well timed or in any respect receive any required regulatory clearances, together with beneath the Hart-Scott Rodino Antitrust Enhancements Act; (ii) uncertainties as to the timing of the consummation of the proposed transaction and the flexibility of every of Li-Cycle and Peridot to consummate the proposed transaction; (iii) the likelihood that different anticipated advantages of the proposed transaction won’t be realized, and the anticipated tax remedy of the mix; (iv) the prevalence of any occasion that would give rise to termination of the proposed transaction; (v) the chance that stockholder litigation in reference to the proposed transaction or different settlements or investigations might have an effect on the timing or prevalence of the proposed transaction or lead to vital prices of protection, indemnification and legal responsibility; (vi) adjustments usually financial and/or industry particular circumstances; (vii) potential disruptions from the proposed transaction that would hurt Li-Cycle’s enterprise; (viii) the flexibility of Li-Cycle to retain, appeal to and rent key personnel; (ix) potential hostile reactions or adjustments to relationships with clients, staff, suppliers or different events ensuing from the announcement or completion of the proposed transaction; (x) potential enterprise uncertainty, together with adjustments to present enterprise relationships, through the pendency of the proposed transaction that would have an effect on Li-Cycle’s monetary efficiency; (xi) legislative, regulatory and financial developments; (xii) unpredictability and severity of catastrophic occasions, together with, however not restricted to, acts of terrorism, outbreak of conflict or hostilities and any epidemic, pandemic or illness outbreak (together with COVID-19), in addition to administration’s response to any of the aforementioned components; and (xiii) different threat components as detailed on occasion in Peridot’s studies filed with the SEC, together with Peridot’s annual report on Type 10-Ok, periodic quarterly studies on Type 10-Q, periodic present studies on Type Eight-Ok and different paperwork filed with the SEC. The foregoing record of essential components will not be unique. Neither Li-Cycle nor Peridot can provide any assurance that the circumstances to the proposed transaction will likely be glad. Besides as required by relevant legislation, neither Li-Cycle nor Peridot undertakes any obligation to revise or replace any forward-looking assertion, or to make some other forward-looking statements, whether or not on account of new info, future occasions or in any other case.

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View supply model on businesswire.com: https://www.businesswire.com/information/residence/20210216005429/en/

Contacts

Investor Contact
buyers@li-cycle.com

Media Contact
media@li-cycle.com

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