EXHIBIT 99.8
FORM OF WARRANT TO PURCHASE COMMON
SHARES OF
ELECTRA BATTERY MATERIALS CORPORATION
(A company existing under the federal laws of Canada)
| Number: ___________ |
Number of Warrants represented by this
Certificate: ___________ |
THIS CERTIFIES THAT,
for value received, ___________ (the “Holder”), being the registered holder of that number of common share purchase
warrants (individually, a “Warrant” and collectively, the “Warrants”) of Electra Battery Materials
Corporation (the “Corporation”) set forth above is entitled, at any time prior to the Expiry Time (as hereinafter defined)
to subscribe for and purchase the number of common shares (the “Warrant Shares”) of the Corporation set forth above
at a price of US$1.40 per Warrant Share (the “Exercise Price”), subject to adjustment as set out herein, by surrendering
to the Corporation at its principal office, Suite 602, 133 Richmond Street West, Toronto, Ontario M5H 2L3, Attention: Trent Mell, Chief
Executive Officer, this Warrant certificate (the “Warrant Certificate”), together with a duly completed and executed
Subscription Form attached hereto, and payment in full for the Warrant Share being purchased in accordance with the terms of this Warrant
Certificate.
The Corporation shall treat
the Holder as the absolute owner of the Warrants evidenced by this Warrant Certificate for all purposes and the Corporation shall not
be affected by any notice or knowledge to the contrary. The Holder shall be entitled to the rights evidenced by this Warrant Certificate
free from all equities and rights of set-off or counterclaim between the Corporation and the Holder or the original or any intermediate
holder and all persons may act accordingly and the receipt by the Holder of the Warrant Shares issuable upon exercise hereof shall be
a good discharge to the Corporation and the Corporation shall not be bound to inquire into the title of any such Holder.
| 1. | Definitions: In this Warrant Certificate, unless there is something in the subject matter
or context inconsistent therewith, the following expressions shall have the following meanings namely: |
| (a) | “Adjustment Period” means the period commencing on the date hereof and ending at the
Expiry Time; |
| (b) | “Business Day” means a day which is not a Saturday, Sunday or legal holiday in the
City of Toronto, Ontario and the City of Vancouver, British Columbia; |
| (c) | “Common Shares” means the Common Shares of the Corporation as such shares are constituted
on the date hereof, as the same may be reorganized, reclassified or otherwise changed pursuant to any of the events set out in Section
12 hereof; |
| (d) | “Corporation” means Electra Battery Materials Corporation, a company organized under
the federal laws of Canada and its successors and assigns; |
| (e) | “Current Market Price” of a Common Share at any date means the price per share equal
to the weighted average price at which the Common Shares have traded on the TSXV for the 20 consecutive Trading Days (on each of which
at least 500 Common Shares are traded in board lots) ending three (3) Trading Days prior to the relevant date, or if the Common Shares
are not listed on the TSXV, then on any other stock exchange on which such shares are then listed as may be selected by the directors
of the Corporation, acting reasonably, for such purpose or, if the Common Shares are not listed on any stock exchange, then on such over-the-counter
market as may be selected by the directors of the Corporation, acting reasonably, for such purpose, with the weighted average price per
Common Share being determined by dividing the aggregate sale price of all Common Shares sold in board lots on the said exchange or market,
as the case may be, during the said 20 Trading Days by the aggregate number of Common Shares so sold, provided further that if the Common
Shares are not then listed on any stock exchange or traded on any over-the-counter market, then the Current Market Price shall be determined
by the directors of the Corporation, acting reasonably; |
| (f) | “Dividend Paid in the Ordinary Course” means dividends paid in any financial year of
the Corporation, whether in (i) cash, (ii) shares of the Corporation, (iii) warrants or similar rights to purchase any shares of the Corporation
or property or other assets of the Corporation provided that the value of such dividends per outstanding Common Share does not in such
financial year exceed in aggregate 5% of the Exercise Price; |
| (g) | “Exercise Price” means US$1.40 per Warrant Share, subject to adjustment in accordance
with Section 12 hereof; |
| (h) | “Expiry Day” means October 3, 2026; |
| (i) | “Expiry Time” means 5:00 p.m. (Toronto time) on the Expiry Day; |
| (j) | “Holder” means the holder set forth on the first page hereof; |
| (k) | “Nasdaq” means The Nasdaq Stock Market LLC; |
| (l) | “person” means an individual, corporation, partnership, unincorporated syndicate, unincorporated
organization, trust, trustee, executor, administrator, or other legal representative, or any group or combination thereof or any other
entity whatsoever; |
| (m) | “Trading Day” with respect to a stock exchange or over-the-counter market means a day
on which such stock exchange or over-the-counter market is open for business; |
| (n) | “TSXV” means the TSX Venture Exchange; |
| (o) | “United States” means the United States of America, its territories and possessions,
any state of the United States and the District of Columbia; |
| (p) | “U.S. Person” means a “U.S. person” as that term is defined in Regulation S under the
U.S. Securities Act; |
| (q) | “U.S. Securities Act” means the United States Securities Act of 1933, as amended; |
| (r) | “Warrant Certificate” means this certificate representing the Warrants, together with
any duly issued replacement or substitution therefor; |
| (s) | “Warrant Shares” means the Common Shares issuable upon due exercise of the Warrants;
and |
| (t) | “Warrants” means the common share purchase warrants of the Corporation, with each Warrant
being exercisable to purchase one Warrant Share at the Exercise Price until the Expiry Time. |
| 2. | Expiry Time: At the Expiry Time, all rights under the Warrants evidenced hereby, in respect
of which the right of subscription and purchase herein provided for shall not theretofore have been exercised, shall expire and be of
no further force and effect. |
| (a) | The Holder may exercise the right to subscribe for and purchase the number of Warrant Shares herein provided
for by surrendering to the Corporation prior to the Expiry Time at its principal office (or such other location as the Corporation may
notify the Holder) this Warrant Certificate, with the Subscription Form attached hereto duly completed and executed by the Holder or its
legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the Corporation, together
with a certified cheque or bank draft payable to or to the order of the Corporation, or such other means of payment acceptable to the
Corporation in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercised. Any Warrant Certificate so surrendered
shall be deemed to be surrendered only upon delivery thereof to the Corporation at its principal office set forth herein (or to such other
address as the Corporation may notify the Holder). |
| (b) | Upon such delivery as aforesaid, the Corporation shall cause to be issued to the Holder the Warrant Shares
subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder shall
become a shareholder of the Corporation in respect of the Warrant Shares subscribed for with effect from the date of such delivery and
shall be entitled to delivery of certificates evidencing the Warrant Shares and the Corporation shall cause such certificates to be delivered
to the Holder at the address or addresses specified in such Subscription Form as soon as reasonably practicable, and in any event within
five (5) Business Days of such delivery. |
| (c) | The Warrants may not be exercised in the United States or by or on behalf of a U.S. Person unless an exemption
is available from the registration requirements of the U.S. Securities Act and applicable state securities laws and the Holder has furnished
an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation to such effect, and if the Warrants
are so exercised, the certificates representing the Warrant Shares shall bear the necessary legends as determined by legal counsel for
the Corporation. |
| 4. | Exercise Limitations: The Corporation shall not effect an exercise of a Warrant, and the
Holder shall not have the right to exercise any portion of a Warrant, pursuant to Section 3 or otherwise, to the extent that, after giving
effect to such issuance after exercise as set forth on the Subscription Form attached hereto, the Holder (and any affiliates, persons
or entities acting as a “group” together with the Holder with respect to the Common Shares for purposes of Section 13(d) of
the United States Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder (the “Exchange
Act”), and any other persons whose beneficial ownership of the Common Shares would be aggregated with such Holder for purposes
of Section 13(d) off the Exchange Act (such persons, “Attribution Parties”)), would beneficially own in excess of the
Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Common Shares beneficially owned
by the Holder and its Attribution Parties shall include the number of Common Shares issuable upon exercise of a Warrant with respect to
which such determination is being made, but shall exclude the number of Common Shares that would be issuable upon (i) exercise of the
remaining, non- exercised portion of a Warrant beneficially owned by the Holder or any of its Attribution Parties, and (ii) exercise or
conversion of the unexercised or unconverted portion of any other securities of the Corporation (including, without limitation, any other
securities), subject to a limitation on conversion or exercise analogous to the limitation contained herein, beneficially owned by the
Holder or any of its Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 4, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Holder that the Corporation is
not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder further acknowledges
that it is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained
in this Section 4 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder
together with any Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion and at the sole
responsibility of the Holder , and the submission of a Subscription Form shall be deemed to be the Holder’s determination of whether
a Warrant is exercisable (in relation to other securities owned by the Holder together with any Attribution Parties) and of which portion
of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Corporation shall not have any obligation
to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall
be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes
of this Section 4 in determining the number of outstanding Common Shares, a Holder may rely on the number of outstanding Common Shares
as reflected in (A) the Corporation’s most recent periodic or annual report filed with the SEC or on SEDAR+, as the case may be,
(B) a more recent public announcement by the Corporation, or (C) a more recent written notice by the Corporation or the Corporation’s
transfer agent setting forth the number of Common Shares outstanding. Upon the written or oral request of a Holder, the Corporation shall,
within two trading days, confirm orally and in writing to the Holder the number of Common Shares then outstanding. In any case, the number
of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including
the Warrant being exercised, by the Holder or its Attribution Parties since the date as of which such number of outstanding Common Shares
was reported. The “Beneficial Ownership Limitation” shall be 9.90% of the number of Common Shares outstanding immediately
after giving effect to the issuance of Warrant Shares issuable upon exercise of the Warrant in question. The provisions of this paragraph
shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4 to correct this paragraph
(or any portion hereof) that may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to
make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this Section
4 shall apply to a successor holder of a Warrant. |
| 5. | Partial Exercise: The Holder may subscribe for and purchase a number of Warrant Shares less
than the maximum number the Holder is entitled to purchase pursuant to the full exercise of this Warrant Certificate. In the event of
any such subscription prior to the Expiry Time, the Holder shall in addition be entitled to receive, without charge, a new Warrant Certificate
in respect of the balance of the Warrant Shares which the Holder was entitled to subscribe for and purchase pursuant to this Warrant Certificate
and which were then not subscribed for and purchased. |
| 6. | No Fractional Warrant Shares: Notwithstanding any adjustments provided for in Section 12
hereof or otherwise, the Corporation shall not be required upon the exercise of any Warrants to issue fractional Warrant Shares in satisfaction
of its obligations hereunder and, in any such case, the number of Warrant Shares issuable upon the exercise of any Warrants shall be rounded
down to the nearest whole number, without payment or compensation in lieu thereof. |
| 7. | Exchange of Warrant Certificates: This Warrant Certificate may be exchanged for Warrant
Certificates representing in the aggregate the same number of Warrants and entitling the Holder thereof to subscribe for and purchase
an equal aggregate number of Warrant Shares at the same Exercise Price and on the same terms as this Warrant Certificate. |
| 8. | Transfer of Warrants: Subject to applicable securities legislation and the rules, policies,
notices and orders issued by applicable securities regulatory authorities, including the TSXV and Nasdaq (or any other stock exchange
on which the Common Shares are listed), the Holder may transfer this Warrant Certificate by duly completing and executing the Transfer
Form attached hereto. No transfer of this Warrant Certificate shall be made if in the opinion of counsel to the Corporation such transfer
would result in the violation of any applicable securities laws. Subject to the foregoing, the Corporation shall issue and deliver as
soon as practicable, and in any event within five (5) Business Days of receipt of this Warrant Certificate, together with a duly completed
and executed Transfer Form attached hereto, a new Warrant Certificate registered in the name of the permitted transferee or as the permitted
transferee may direct on its behalf and shall take all other necessary actions to effect the transfer as directed. |
| 9. | Not a Shareholder: Nothing in this Warrant Certificate or in the holding of a Warrant evidenced
hereby shall be construed as conferring upon the Holder any right or interest whatsoever as a shareholder of the Corporation or as a Warrantholder
of the Corporation. |
| 10. | No Obligation to Purchase: Nothing herein contained or done pursuant hereto shall obligate
the Holder to subscribe for or the Corporation to issue any shares or warrants except those Warrant Shares in respect of which the Holder
shall have exercised its right to purchase hereunder in the manner provided herein. |
| (a) | The Corporation covenants and agrees that so long as any Warrants evidenced hereby remain outstanding,
it shall allot and reserve and there shall remain unissued out of its authorized capital a sufficient number of Warrant Shares to satisfy
the right of purchase provided for herein and upon due exercise of the Warrants in accordance with the terms of the Warrant Certificate
and the Corporation will cause the Warrant Shares subscribed for and purchased in the manner herein provided to be issued and delivered
as directed and such Warrant Shares shall be issued as fully paid and non-assessable Common Shares and free from all taxes, liens and
charges with respect to the issue thereof. |
| (b) | The Corporation will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged
and delivered, all other acts, documents, instruments, deeds and assurances in law as the Holder shall reasonably require for the better
accomplishing and effecting of the intentions and provisions of this Warrant Certificate. |
| (a) | Adjustment: The rights of the Holder, including the number of Warrant Shares issuable upon the
exercise of the Warrants, will be adjusted from time to time in the events and in the manner provided in, and in accordance with the provisions
of, this Section. The purpose and intent of the adjustments provided for in this Section is to ensure that the rights and obligations
of the Holder are neither diminished nor enhanced as a result of any of the events set forth in paragraphs (b), (c) or (d) of this Section.
Accordingly, the provisions of this Section shall be interpreted and applied in accordance with such purpose and intent. |
| (b) | The Exercise Price in effect at any date will be subject to adjustment from time to time as follows: |
| (i) | Share Reorganization: If and whenever at any time during the Adjustment Period, the Corporation
shall (A) subdivide, redivide or change the outstanding Common Shares into a greater number of Common Shares, (B) consolidate, combine
or reduce the outstanding Common Shares into a lesser number of Common Shares, or (C) fix a record date for the issue of, or issue, Common
Shares or securities convertible into or exchangeable for Common Shares to all or substantially all of the holders of Common Shares by
way of a stock dividend or other distribution other than a Dividend Paid in the Ordinary Course, then, in each such event, the Exercise
Price shall, on the record date for such event or, if no record date is fixed, the effective date of such event, be adjusted so that it
will equal the rate determined by multiplying the Exercise Price in effect immediately prior to such date by a fraction, of which the
numerator shall be the total number of Common Shares outstanding on such date before giving effect to such event, and of which the denominator
shall be the total number of Common Shares outstanding on such date after giving effect to such event. Such adjustment shall be made successively
whenever any such event shall occur. |
| (ii) | Rights Offering: If and whenever at any time during the Adjustment Period, the Corporation shall
fix a record date for the issue of rights, options or warrants to all or substantially all of the holders of Common Shares entitling the
holders thereof, within a period expiring not more than 45 days after the record date for such issue, to subscribe for or purchase Common
Shares (or securities convertible into or exchangeable for Common Shares) at a price per share (or having a conversion or exchange price
per share) less than 95% of the Current Market Price on such record date, then the Exercise Price shall be adjusted immediately after
such record date so that it will equal the rate determined by multiplying the Exercise Price in effect on such record date by a fraction,
of which the numerator shall be the total number of Common Shares outstanding on such record date plus the number of Common Shares equal
to the number arrived at by dividing the aggregate price of the total number of additional Common Shares so offered for subscription or
purchase (and the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market
Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus
the total number of additional Common Shares so offered for subscription or purchase (or into or for which the convertible or exchangeable
securities so offered are convertible or exchangeable). Any Common Shares owned by or held
for the account of the Corporation or any subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such
computation. To the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price
shall then be readjusted to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible
into or exchangeable for Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be. |
| (iii) | Distribution: If and whenever at any time during the Adjustment Period, the Corporation shall fix
a record date for the making of a distribution to all or substantially all of the holders of Common Shares of (A) shares of any class
other than Common Shares whether of the Corporation or any other corporation, (B) rights, options or warrants to acquire Common Shares
or securities exchangeable for or convertible into Common Shares or property or other assets of the Corporation (other than a rights offering
as described in Section 12(b)(ii) hereof), (C) evidences of indebtedness, or (D) cash, securities or other property or assets then, in
each such case and if such distribution does not constitute a Dividend Paid in the Ordinary Course, or fall under clauses (i) or (ii)
above, the Exercise Price will be adjusted immediately after such record date so that it will equal the rate determined by multiplying
the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding
on such record date multiplied by the Current Market Price on the earlier of such record date and the date on which the Corporation announces
its intention to make such distribution, less the aggregate fair market value (as determined by the directors, acting reasonably, at the
time such distribution is authorized) of such shares or rights, options or warrants or evidences of indebtedness or cash, securities or
other property or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record
date multiplied by such Current Market Price. Any Common Shares owned by or held for the account of the Corporation, or any subsidiary
of the Corporation, shall be deemed not to be outstanding for the purpose of any such computation. To the extent that any such rights,
options or warrants so distributed are not exercised prior to the expiration thereof or any such shares, evidences of indebtedness or
cash, securities or other property or assets are not so distributed, the Exercise Price shall then be readjusted to the Exercise Price
which would then be in effect based upon such rights, options or warrants or shares, evidences of indebtedness or cash, securities or
other property or assets actually distributed or based upon the number or amount of securities or the property or assets actually issued
or distributed upon the exercise of such rights, options or warrants, as the case may be. |
| (c) | Reclassifications: If and whenever at any time during the Adjustment Period, there is
(A) any reclassification of, or redesignation of or amendment to the outstanding Common Shares, any change or exchange of the Common
Shares into other shares or securities or property or any other reorganization of the Corporation (other than as described in Section
12(b) hereof), (B) any consolidation, amalgamation, arrangement, merger or other form of business combination of the Corporation with
or into any other corporation or entity resulting in any reclassification of, or redesignation of or amendment to the outstanding Common
Shares, any change or exchange of the Common Shares into other shares or securities or property or any other reorganization
of the Corporation, or (C) any sale, lease, exchange or transfer of the undertaking or assets of the Corporation as an entirety
or substantially as an entirety to another corporation or entity, then, in each such event, the Holder of this Warrant Certificate which
is thereafter exercised shall be entitled to receive, and shall accept, in lieu of the number of Warrant Shares to which such Holder was
theretofore entitled upon such exercise, the kind and number or amount of shares or other securities or property which such Holder would
have been entitled to receive as a result of such event as if, on the effective date or record date thereof, such Holder had been the
registered holder of the number of Warrant Shares to which such Holder was theretofore entitled upon such exercise. If necessary as a
result of any such event, appropriate adjustments will be made in the application of the provisions set forth in this subsection with
respect to the rights and interests thereafter of the Holder of this Warrant Certificate to the end that the provisions set forth in this
subsection will thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares or other securities
or property thereafter deliverable upon the exercise of this Warrant Certificate. Any such adjustments in the application of the provisions
set forth in this subsection will be made by and set forth in an instrument supplemental hereto approved by the directors, acting reasonably,
and shall for all purposes be conclusively deemed to be an appropriate adjustment. |
| (d) | Issuable Warrant Shares Adjustment: If at any time during the Adjustment Period any adjustment
or readjustment in the Exercise Price shall occur pursuant to the provisions of Section 12(b) hereof, then the number of Warrant Shares
purchasable upon the subsequent exercise of the Warrants shall be simultaneously adjusted or readjusted, as the case may be, by multiplying
the number of Warrant Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment or readjustment by a fraction
which shall be the reciprocal of the fraction used in the adjustment or readjustment of the Exercise Price. |
| 13. | Rules Regarding Calculation of Adjustment of Exercise Price: |
| (a) | The adjustments provided for in Section 12 hereof are cumulative and will, in the case of adjustments
to the Exercise Price, be computed to the nearest whole Warrant Share and will be made successively whenever an event referred to therein
occurs, subject to the following subsections of this Section 13. |
| (b) | No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change
of at least 1% in the prevailing Exercise Price and no adjustment in the Exercise Price is required unless such adjustment would result
in a change of at least one one-hundredth of a Warrant Share; provided, however, that any adjustments which, except for the provisions
of this subsection, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments. |
| (c) | No adjustment in the Exercise Price will be made in respect of any event described in Section 12 hereof,
other than the events referred to in Section 12(c) hereof, if the Holder is entitled to participate in such event on the same terms, mutatis
mutandis, as if the Holder had exercised this Warrant prior to or on the effective date or record date of such event. |
| (d) | No adjustment in the Exercise Price will be made under Section 12 hereof in respect of the issue from
time to time of Common Shares issuable from time to time as Dividends Paid in the Ordinary Course to holders of Common Shares who exercise
an option or elect to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend or in respect of
a distribution of Common Shares as compensation securities or pursuant to the exercise or vesting of stock options or other compensation
securities granted under incentive plans of the Corporation or pursuant to the conversion, exchange, redemption or exercise of any convertible,
exchangeable, redeemable or exercisable securities outstanding as of the date hereof (or pursuant to the conversion, exchange, redemption
or exercise of any securities issued upon any such conversion, exchange, redemption or exercise). |
| (e) | If at any time a question or dispute arises with respect to adjustments provided for in Section 12 hereof,
such question or dispute will be conclusively determined by the auditor of the Corporation or, if they are unable or unwilling to act,
by such other firm of independent chartered accountants as may be selected by action of the directors of the Corporation and any such
determination, subject to regulatory approval and absent manifest error, will be binding upon the Corporation and the Holder. The Corporation
will provide such auditor or chartered accountant with access to all necessary records of the Corporation. |
| (f) | In case the Corporation after the date of issuance of this Warrant Certificate takes any action affecting
the Common Shares, other than an action described in Section 12 hereof, which in the opinion of the board of directors of the Corporation
would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, by action
of the directors of the Corporation in their sole discretion, acting reasonably and in good faith, but subject in all cases to any necessary
regulatory approval including approval of the TSXV, Nasdaq or such other stock exchange or market place on which the Common Shares are
then listed or quoted for trading, if such approval is required. Failure of the taking of action by the directors of the Corporation so
as to provide for an adjustment on or prior to the effective date of any action by the Corporation affecting the Common Shares will be
conclusive evidence that the board of directors of the Corporation has determined that it is equitable to make no adjustment in the circumstances. |
| (g) | If the Corporation sets a record date to determine the holders of the Common Shares for the purpose of
entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution
to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay
or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason
of the setting of such record date. |
| (h) | In the absence of a resolution of the directors of the Corporation fixing a record date for any event
which would require any adjustment to this Warrant, the Corporation will be deemed to have fixed as the record date therefor the date
on which the event is effected. |
| (i) | As a condition precedent to the taking of any action which would require any adjustment to this Warrant,
including the Exercise Price, the Corporation shall take any corporate action which may be necessary in order that the Corporation or
any successor to the Corporation or successor to the undertaking or assets of the Corporation have unissued and reserved in its authorized
capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which the Holder is entitled
to receive on the full exercise thereof in accordance with the provisions hereof. |
| (j) | The Corporation covenants to and in favour of the Holder that so long as this Warrant Certificate remains
outstanding, it will give notice to the Holder of the effective date or of the record date for any event referred to in Section 11 hereof,
and, in each case, such notice shall specify the particulars of such event and the record date and the effective date for such event and,
if determinable, the required adjustment and the calculation of such adjustment; provided that the Corporation shall only be required
to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given.
Such notice shall be given not less than 21 days in each case prior to such applicable record date or effective date. In case any adjustment
for which a notice in Section 12 has been given is not then determinable, the Corporation shall promptly after such adjustment is determinable
deliver to the Holder a certificate providing the calculation of such adjustment. Subject to Section 16, the Corporation hereby covenants
and agrees that the register of transfers and transfer books for the Common Shares and warrants will be open, and that the Corporation
will not take any action which might deprive the Holder of the opportunity of exercising the rights of subscription contained in this
Warrant Certificate, during such 21 day period. |
| (k) | In any case that an adjustment pursuant to Section 12 hereof shall become effective immediately after
a record date for or an effective date of an event referred to herein, the Corporation may defer, until the occurrence and consummation
of such event, issuing to the Holder of this Warrant Certificate, if exercised after such record date or effective date and before the
occurrence and consummation of such event, the additional Warrant Shares or other securities or property issuable upon such exercise by
reason of the adjustment required by such event, provided, however, that the Corporation will deliver to the Holder an appropriate instrument
evidencing the Holder’s right to receive such additional Warrant Shares or other securities or property upon the occurrence and
consummation of such event and the right to receive any dividend or other distribution in respect of such additional Warrant Shares or
other securities or property declared in favour of the holders of record of Common Shares or of such other securities or property on or
after the date of exercise of the Warrant Shares or such later date as the Holder would, but for the provisions of this subsection, have
become the holder of record of such additional Warrant Shares or of such other securities or property. |
| 14. | Consolidation and Amalgamation: |
| (a) | The Corporation shall not enter into any transaction whereby all or substantially all of its undertaking,
property and assets would become the property of any other corporation (herein called a “successor corporation”) whether
by way of reorganization, reconstruction, consolidation, arrangement, amalgamation, merger, transfer, sale, disposition or otherwise,
unless prior to or contemporaneously with the consummation of such transaction the Corporation and the successor corporation shall have
executed such instruments and done such things as the Corporation, acting reasonably, considers necessary or advisable to establish that
upon the consummation of such transaction: |
| (i) | the successor corporation will have assumed all the covenants and obligations of the Corporation under
this Warrant Certificate, and |
| (ii) | the Warrants and the terms set forth in this Warrant Certificate will be valid, legal and binding obligations
of the successor corporation entitling the Holder, as against the successor corporation, to all the rights and benefits of the Holder
under this Warrant Certificate. |
| (b) | Whenever the conditions of Section 14(a) hereof shall have been duly observed and performed the successor
corporation shall possess, and from time to time may exercise, each and every right and power of the Corporation under this Warrant Certificate
in the name of the Corporation or otherwise and any act or proceeding by any provision hereof required to be done or performed by any
director or officer of the Corporation may be done and performed with like force and effect by the like directors or officers of the successor
corporation. |
| 15. | Representation and Warranty: The Corporation hereby represents and warrants to the Holder
that the Corporation is duly authorized and has all corporate power and capacity to create and issue the Warrants evidenced hereby and
the Warrant Shares issuable upon the exercise hereof and perform its obligations hereunder and that this Warrant Certificate represents
a valid, legal and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, subject to
customary exceptions. |
| 16. | If Share Transfer Books Closed: The Corporation shall not be required to deliver certificates
for Warrant Shares while the securities transfer books of the Corporation are properly closed, prior to any meeting of shareholders or
for the payment of dividends or for any other purpose, and in the event of the surrender of any Warrant in accordance with the provisions
hereof and the making of any subscription and payment for the Warrant Shares called for thereby during any such period, delivery of certificates
for Warrant Shares may be postponed for a period not exceeding three Business Days after the date of the re-opening of said securities
transfer books provided that any such postponement of delivery of certificates shall be without prejudice to the right of the Holder,
if the Holder has surrendered the same and made subscription and payment during such period, to receive such certificates for the Warrant
Shares called for after the securities transfer books shall have been re-opened and shall be without prejudice to the rights of the Holder
pursuant to this Warrant Certificate and the Warrant Shares that would have otherwise been issued had it not been for such postponement. |
| 17. | Lost Certificate: If the Warrant Certificate evidencing the Warrants issued hereby becomes
stolen, lost, mutilated or destroyed the Corporation may, on such terms as it may in its discretion, acting reasonably, impose, issue
and countersign a new Warrant Certificate of like denomination, tenor and date as the Warrant Certificate so stolen, lost, mutilated or
destroyed. |
| 18. | Governing Law: This Warrant Certificate shall be governed by, and construed in accordance
with, the laws of the Province of Ontario and the federal laws of Canada applicable therein. |
| 19. | Severability: If any one or more of the provisions or parts thereof contained in this Warrant
Certificate should be or become invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining provisions or parts
thereof contained herein shall be and shall be conclusively deemed to be, as to such jurisdiction, severable therefrom. |
| 20. | Headings: The headings of the articles, sections, subsections, clauses and subclauses of
this Warrant Certificate have been inserted for convenience and reference only and do not define, limit, alter or enlarge the meaning
of any provision of this Warrant Certificate. |
| 21. | Numbering of Provisions, etc.: Unless otherwise stated, a reference herein to a numbered
or lettered article, section, subsection, clause, or subclause refers to the article, section, subsection, clause or subclause bearing
that number or letter in this Warrant Certificate. |
| 22. | Gender: Whenever used in this Warrant Certificate, words importing the singular number include
the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders. |
| 23. | Day not a Business Day: In the event that any day on or before which any action is required
to be taken hereunder is not a Business Day, then such action shall be required to be taken on or before the requisite time on the next
succeeding day that is a Business Day. |
| 24. | Binding Effect: This Warrant Certificate and all of its provisions shall enure to the benefit
of the Holder and its successors, assigns and legal representatives and shall be binding upon the Corporation and (subject to Section
14) its successors, assigns and legal representatives. |
| 25. | Notice: Unless herein otherwise expressly provided, a notice to be given hereunder will
be deemed to be validly given if the notice is sent by facsimile, tested prior to transmission, by other electronic transmission, by prepaid
courier or by first class mail addressed as follows: |
| (a) | if to the Holder, then at the latest address of the Holder as recorded on the books of the Corporation;
and |
| (b) | if to the Corporation, then at: |
Electra Battery Materials Corporation
133 Richmond Street West, Suite 602
Toronto, Ontario
M5H 2L3
Attention: _______________
Email: __________________
Any notice given as aforesaid shall
conclusively be deemed to have been received by the addressee, if sent by facsimile or other electronic transmission, on the day of transmission
or, if such day is not a Business Day or if the notice is transmitted or received after the end of normal business hours, on the next
Business Day, if sent by courier, on the next Business Day and, if sent by mail, on the fifth Business Day following the posting thereof.
| 26. | Time of Essence: Time shall be of the essence hereof. |
| 27. | US Dollars: Except as otherwise noted, all references herein to dollar amounts are to lawful
money of the United States of America. |
| 28. | Execution: The Corporation may execute this Warrant Certificate by electronic signature.
To the extent that this Warrant Certificate or any agreement subject to the terms hereof or any amendment hereto is executed, recorded
or delivered electronically, it shall be binding to the same extent as though it had been executed on paper with an original ink signature.
The fact that this Warrant Certificate is executed, signed, stored or delivered electronically shall not prevent the enforcement of the
terms hereof. Physical possession of the original of this Warrant Certificate or any paper copy thereof shall confer no special status
to the bearer thereof. |
[Remainder of page intentionally
left blank.]
IN WITNESS WHEREOF the Corporation has
caused this Warrant Certificate to be signed by its duly authorized officer as of this _____
day of _____________, 2025.
| |
ELECTRA BATTERY MATERIALS CORPORATION |
| |
Per: ______________________________ |
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Authorized Signing Officer |
SUBSCRIPTION FORM
| TO: | Electra Battery Materials Corporation
133 Richmond Street West, Suite 602
Toronto, Ontario
M5H 2L3 |
The undersigned holder of the within Warrant
hereby irrevocably subscribes for
Warrant Shares of Electra Battery Materials Corporation (the “Corporation”)
pursuant to the within Warrant and tenders herewith a certified cheque or bank draft payable to or to the order of the Corporation (or
has provided such other means of payment acceptable to the Corporation) for US$
(US$1.40 per Warrant Share) in full payment therefor.
(Please check the ONE box applicable):
| ¨ |
A. |
The undersigned holder hereby represents and warrants that it (i) at the time of exercise of the Warrant, is not in the United States; (ii) is not a “U.S. person”, as defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”); (iii) is not exercising the Warrant on behalf of a U.S. person; and (iv) did not execute or deliver this Subscription Form in the United States. |
| ¨ |
B. |
The undersigned holder has delivered to the Corporation an opinion of counsel (which will not be sufficient unless it is from counsel of recognized standing and in form and substance satisfactory to the Corporation) to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available. |
The undersigned hereby directs that the Warrant
Shares be issued as follows:
| NAME(S) IN FULL |
ADDRESS(ES) |
NUMBER OF WARRANT SHARES |
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DATED this
day of , 20 .
| NAME: |
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| Signature of Authorized Representative: |
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| Print Name: |
|
__________ Please check if
the certificates representing the Warrant Shares are to be delivered at the office where this Warrant Certificate is surrendered,
failing which such certificates will be mailed to the address(es) in the registration instructions set out above.
Notes:
If any Warrants represented by this Warrant
Certificate are not being exercised, a new Warrant Certificate representing the unexercised Warrants will be issued and delivered with
the certificates representing the Warrant Shares.
Certificates will not be registered or delivered to an address in
the United States unless Box B above is checked.
If Box B above is to be checked, the holder
is encouraged to consult with the Corporation in advance to determine that the legal opinion tendered in connection with exercise will
be satisfactory in form and substance to the Corporation.
TRANSFER FORM
FOR VALUE RECEIVED, the undersigned transferor hereby sells,
assigns and transfers unto
________ of the
Warrants registered in the name of the undersigned transferor represented by the attached Warrant Certificate.
THE UNDERSIGNED TRANSFEROR HEREBY CERTIFIES
AND DECLARES that the transferee is an affiliate of the undersigned transferor (within
the meaning of the Securities Act (Ontario)), and that the Warrants are not being offered, sold or transferred to, or for the account
or benefit of, (i) a “U.S. person” (as defined in Regulation S under the United States Securities Act of 1933, as amended
(the “U.S. Securities Act”)) or (ii) a person within the United States, in each case of (i) and (ii) unless (A) registered
under the U.S. Securities Act and any applicable state securities laws or (B) an exemption from such registration is available and in
the case of a transfer pursuant to clause (B), after it has furnished to the Corporation an opinion of counsel of recognized standing
in form and substance reasonably satisfactory to the Corporation to such effect.
DATED this
day of , 20 .
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Signature of Registered Holder
Guarantee (Transferor) |
Signature |
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| Print name of Registered Holder |
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| NOTE: | The signature on this Transfer Form must correspond with the name as recorded on the face of the Warrant
Certificate in every particular without alteration or enlargement or any change whatsoever or this Transfer Form must be signed by a duly
authorized trustee, executor, administrator, or attorney of the Holder or a duly authorized signing officer in the case of a corporation.
If this Transfer Form is signed by any of the foregoing, or any person acting in a fiduciary or representative capacity, the Warrant Certificate
must be accompanied by evidence of authority to sign. |
All endorsements or assignments of these Warrants must be signature
guaranteed by a bank or trust company or by a member of a stock exchange in Canada.