Electra Battery Materials Corp美股招股说明书(2025-12-11版)

Electra Battery Materials Corporation Up to US$5,500,000 Common Shares We have entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C.Wainwright& Co., LLC (the “SalesAgent”), dated June 26, 2025, relating to the sale of our common shares (the “Common Shares”) from time to time offered by thisprospectus supplement (the “Prospectus Supplement”) and the accompanying base prospectus (the “Base Prospectus”, and, together,with the Prospectus Supplement, the “Prospectus”). In accordance with the terms of the ATM Agreement, we may offer and sell ourCommon Shares having an aggregate offering price of up to US$5,500,000 million from time to time through the Sales Agent, actingas our sales agent, pursuant to the Prospectus. Our Common Shares are listed on the Nasdaq Capital Market (“Nasdaq”) and on the TSX Venture Exchange (the “TSXV”) under thesymbol “ELBM”. On November 21, 2025, the last trading day before the date of this Prospectus Supplement, the closing price of theCommon Shares on the TSXV was C$1.19 per Common Share, and the closing price of the Common Shares on Nasdaq wasUS$0.8495 per Common Share. The TSXV has conditionally approved the listing of the Common Shares issuable pursuant to theATM Agreement, subject to the Company fulfilling all the listing requirements of the TSXV. Notification of the offering pursuant tothe ATM Agreement has been provided to Nasdaq. Sales of our Common Shares, if any, under this Prospectus may be made by any method permitted that is deemed an “at the marketoffering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the“Securities Act”), including sales madedirectly on or through Nasdaq, the existing trading market for our Common Shares in the United States, sales made to or through amarket maker other than on an exchange or otherwise, directly to the Sales Agent as principal, in negotiated transactions at marketprices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law.The Sales Agent is not required to sell any specific number or amount of our Common Shares, but will act as our sales agent usingcommercially reasonable efforts, consistent with its normal trading and sales practices on mutually agreed terms between the SalesAgent and us. There is no arrangement for funds to be received in an escrow, trust, or similar arrangement. No sales of our Common Shares under this Prospectus will be made in Canada or over or through the facilities of the TSXV or anyother exchange or market in Canada. The Sales Agent will receive from us a commission equal to up to 3.0% of the gross sales price of all shares sold through it under theATM Agreement. In connection with the sale of Common Shares on our behalf, the Sales Agent may be deemed to be an “underwriter”within the meaning of the Securities Act and the compensation of the Sales Agent may be deemed to be underwriting commissions ordiscounts. We have also agreed to provide indemnification and contribution to the Sales Agent with respect to certain liabilities,including liabilities under the Securities Act. See “Plan of Distribution” beginning on page S-15 of this Prospectus Supplement foradditional information regarding the Sales Agent’s compensation. We are an “emerging growth company” as defined by the Jumpstart Our Business Startups Act of 2012 and, as such, we have electedto comply with certain reduced public company reporting requirements for this Prospectus and future filings. However, we haveelected not to take advantage of the extended transition period allowed for emerging growth companies for complying with new orrevised accounting guidance as allowed by Section 107 of the JOBS Act and Section 7(a)(2)(B) of the Securities Act. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell securities in a public primary offering with a valueexceeding more than one-third of the aggregate market value of our Common Shares held by non-affiliates in any 12-month period aslong as the aggregate market value of our outstanding Common Shares held by non-affiliates is less than US$75 million. Theaggregate market value of our outstanding Common Shares held by non-affiliates pursuant to General Instruction I.B.5 of Form F-3was US$19,995,660, which is based on 17,695,274 Common Shares held by non-affiliates on June 25, 2025 and a price of US$1.13per share, the closing price of our Common Shares on June 9, 2025 on Nasdaq. During the 12 calendar months prior to and includingthe date of this Prospectus Supplement, we have not offered or sold any securities pursuant to General Instruction I.B.5 of Form F-3. An investment in our securities involves a high degree of risk. Please read “Risk Factors” on page S-7of this ProspectusSupplement and the documents incorporated by reference into this Prospectus before investing in our securities. Neither the Securities and Exchange Commission nor any state se