McCarthy Tétrault LLP

PO Box 48, Suite 5300

Toronto-Dominion Bank Tower

Toronto ON M5K 1E6

Canada

Tel: 416-362-1812

Fax: 416-868-0673

Li-Cycle Holdings Corp. – Public Offering

the Registration Statement;

the Corporation’s certificate and restated articles of incorporation (collectively, the “Articles”), as in effect on the date hereof;

the Corporation’s by-laws (together with the Articles, the “Constating Documents”), as in effect on the date hereof;

copies of the resolutions of the Corporation’s board of directors relating to, among other things, the Registration Statement, the Agreements, the Offered Securities, the Prospectus and other matters;

the Prospectus;

the Underwriting Agreement;

the form of Series A Warrants, the form of Series B Warrants and the form of Pre-Funded Warrants (the “Definitive Warrants”); and

the warrant agency agreement in respect of the Warrants between the Corporation and Continental Stock Transfer & Trust Company, as warrant agent, dated as of January 16, 2025 (the “Warrant Agency Agreement”).

the genuineness of all signatures on all documents examined by us and the legal capacity of all natural persons;

the authenticity of all documents submitted to us as originals;

the conformity to original documents of all documents submitted to us as copies, whether facsimile, electronic, photostatic, certified or otherwise, and the authenticity of the originals of such copies;

the accuracy, currency and completeness of the indices and filing systems maintained at the public offices, registries and websites where we have searched or made inquiries or have caused searches or enquiries to be made and of the information and advice provided to us by appropriate government, regulatory and other like officials with respect to those matters referred to herein;

that the Registration Statement, as finally amended (including all necessary post-effective amendments), has become and remains effective under the Securities Act;

the Prospectus has been delivered, and filed in compliance with the Securities Act and the applicable rules and regulations thereunder;

that none of the Constating Documents or any Applicable Law (as defined below) has been amended so as to affect the validity of the issuance of any Offered Securities at the time of such issuance;

that all Offered Securities will be offered, issued and sold in compliance with applicable United States federal and state securities laws;

that the Corporation has filed the Registration Statement in accordance with the Securities Act registering the Offered Securities in connection with the distribution contemplated by the Underwriting Agreement, and that the Registration Statement has become and remains effective under the Securities Act;

that the Underwriting Agreement has been duly authorized, executed and delivered by the Underwriter and the Underwriting Agreement constitutes a valid and legally binding obligation of the Underwriter, enforceable against the Underwriter in accordance with its terms;

that the Underwriter has complied with its obligations under the Underwriting Agreement;

that the Agreements have not been amended or supplemented either in writing, orally or otherwise;

that the representations and warranties made by the Underwriter in the Underwriting Agreement are true and correct;

that the issue and sale of any Offered Securities are not part of a transaction or series of transactions that is part of a plan or scheme to avoid the prospectus requirements in connection with a distribution to a person or company in Canada; and

that the Corporation is not required to be registered as a dealer under Securities Laws (as defined below).

The Corporation is a corporation incorporated under the Business Corporations Act (Ontario) and has not been dissolved.

The Corporation has the corporate power and capacity to execute and deliver the Warrants and the Warrant Agency Agreement and to perform its obligations thereunder.

The Corporation has taken all necessary corporate action to authorize the issuance of the Warrants.

The Corporation has taken all necessary corporate action to authorize the execution and delivery of the Warrants and the Warrant Agency Agreement and the performance of its obligations thereunder.

The Corporation has duly executed and delivered each of the Warrant Agency Agreement and Warrants.

The offer and sale of the Offered Securities has been duly authorized by the Corporation.

The execution, delivery and performance of the Definitive Warrants by the Corporation does not violate the Constating Documents or any Applicable Law.

The Shares have been allotted for issuance, and upon full payment therefor, will be validly issued as fully paid and non-assessable shares in the capital of the Corporation.

The Corporation has taken all necessary corporate action to authorize the issuance of the Warrant Shares issuable upon exercise of the Warrants on the terms and subject to the conditions contained in the Warrants and, upon receipt by the Corporation of payment therefor as provided in the Warrants, the Warrant Shares will have been validly issued by the Corporation as fully paid and non-assessable common shares in the capital of the Corporation.