Amendment: SEC Form SC 13G/A filed by Electra Battery Materials Corporation
$ELBM
Industrial Machinery/Components
Miscellaneous
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Electra Battery Materials Corporation
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(Name of Issuer)
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Common Shares, no par value
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(Title of Class of Securities)
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28474P201
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(CUSIP Number)
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September 30, 2024
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 28474P201
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1
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NAMES OF REPORTING PERSONS
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Whitebox Advisors LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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6,094,958 (see item 4)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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6,094,958 (see item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,094,958 (see item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.9% (see item 4)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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CUSIP No. 28474P201
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1
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NAMES OF REPORTING PERSONS
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Whitebox General Partner LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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6,094,958 (see item 4)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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6,094,958 (see item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,094,958 (see item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.9% (see item 4)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No. 28474P201
| Item 1. |
(a).
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Name of Issuer:
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Electra Battery Materials Corporation (the “Issuer”)
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(b).
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Address of issuer’s principal executive offices:
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133 Richmond Street West, Suite 602, Toronto, Ontario, Canada, M5H 2L3
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Item 2.
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(a).
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Name of person filing:
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This statement is filed by:
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(i) Whitebox Advisors LLC, a Delaware limited liability company (“WA”); and
(ii) Whitebox General Partner LLC, a Delaware limited liability company (“WGP”).
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(b).
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Address or principal business office or, if none, residence:
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The address of the business office of WA and WGP is:
3033 Excelsior Boulevard
Suite 500
Minneapolis, MN 55416
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(c).
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Citizenship:
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WA and WGP are organized under the laws of the State of Delaware.
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(d).
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Title of class of securities:
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Common Shares, no par value
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(e).
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CUSIP No.:
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28474P201
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Item 3.
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If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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CUSIP No. 28474P201
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned:
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As of September 30, 2024, each of WA and WGP is deemed to be the beneficial owner of 6,094,958 Common Shares, as a result of WA’s clients’ ownership of: (i) 1,759,703 Common Shares; (ii) warrants to purchase 5,398,027 Common Shares at an exercise price of CAD$1.00 per Common
Share (“February Warrants”); (iii) $29,333,000 principal amount of 8.99% Convertible Senior Secured Notes due 2028 (“Notes”) with the conversion rate of 403.214 Common Shares per $1,000
principal amount (“Notes”), which are convertible into 11,827,473 Common Shares; and (iv) warrants to purchase 2,909,091 Common Shares at an exercise price of CAD$1.74 per Common
Share (“August Warrants” and, together with February Warrants, “Warrants”), with each of (ii) through (iv) subject to the Beneficial Ownership Limitations (defined below). Warrants and Notes are
subject to a blocker which prevents the holder from exercising Warrants or converting Notes to the extent that, upon such exercise or conversion, the holder would beneficially own in excess of 9.9% of Common Shares
outstanding as a result of the exercise or conversion (the “Beneficial Ownership Limitations”).
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(b)
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Percent of class:
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As of September 30, 2024, each of WA and WGP is deemed to beneficially own 9.9% of Common Shares outstanding.
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Percent of class is calculated based on 57,229,986 Common Shares outstanding as of August 14, 2024, as reported in
Exhibit 99.2 to the Issuer’s current report on Form 6-K filed on August 14, 2024, plus the 4,335,255 Common Shares that WA and WGP have the right to acquire upon
exercise of Warrants or conversion of Notes, subject to the Beneficial Ownership Limitations, which amount has been added to Common
Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.
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(c)
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Number of shares as to which the person has:
WA and WGP:
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(i)
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Sole power to vote or to direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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6,094,958
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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(iv)
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Shared power to dispose or to direct the disposition of
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6,094,958
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the
following ☐
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person.
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WA’s clients are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Common Shares covered by this Statement that may be deemed
to be beneficially owned by the Reporting Persons.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not Applicable
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Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable
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Item 10.
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Certification.
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Not Applicable
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CUSIP No. 28474P201
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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October 25, 2024
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(Date)
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WHITEBOX ADVISORS LLC
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/s/ Gina Scianni
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(Signature)
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Gina Scianni
Associate General Counsel & Deputy Chief Compliance Officer
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(Name/Title)
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October 25, 2024
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(Date)
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WHITEBOX GENERAL PARTNER LLC
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/s/ Gina Scianni
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(Signature)
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Gina Scianni
Authorized Signatory
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(Name/Title)
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| October 25, 2024 | |
| (Date) | |
The original statement shall be
signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties for whom copies are to be sent.
Attention: Intentional
misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
CUSIP No. 28474P201
Exhibit A
AGREEMENT
Each of the undersigned hereby consents and agrees to this joint filing to Schedule 13G for the Common Shares of Electra Battery Materials Corporation.
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October 25, 2024
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(Date)
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WHITEBOX ADVISORS LLC
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/s/ Gina Scianni
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(Signature)
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Gina Scianni
Associate General Counsel & Deputy Chief Compliance Officer
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(Name/Title)
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October 25, 2024
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(Date)
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WHITEBOX GENERAL PARTNER LLC
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/s/ Gina Scianni
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(Signature)
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Gina Scianni
Authorized Signatory
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(Name/Title)
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| October 25, 2024 | |
| (Date) | |