BLACK MASS—Marketing, Logistics and Working Capital Agreement

Exhibit 10.12

Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. The redacted terms have been marked at the appropriate place with “[XXX]”.

TRAXYS

September 24^th, ▇▇▇▇

Dear Sirs,

We, Buyer, are pleased to have concluded with you, Seller, this sales contract as per the terms and conditions stated hereinafter:

TRAXYS North America LLC (“Buyer”, “Traxys” or “we”) shall buy from “Seller”, (“Seller”, “Li-Cycle” or “you”) 100% of the annual production of Black Mass (“Concentrate” or “Material” or “Black Mass”), with analyses as set out below, from North America Commercial Spoke 1 (“Spoke 1”, in Kingston, Ontario, Canada), North America Commercial Spoke 2 (“Spoke 2”, in Rochester, NY, USA)and from any other Commercial Spoke where Li-Cycle has rights to the Black Mass production until such time as the Spoke/s Material/s are integrated by the Seller into its Hubs (namely, with regards to all Material other than Material which will be consumed by the Sellers’ Hubs or directly consumed by other JV partners of the Spokes in their capacity as end-users of said Material). This agreement shall be subject to the terms and conditions hereinafter set forth.

Typically, of the following approximate target analysis as per production at the Seller’s operations:

Form: [XXX]

Chemical properties:

TRAXYS

Otherwise free of deleterious elements, non-radioactive and IMO conforming. If the material is not conforming to above specifications, then the Buyer and Seller will work out a mutually agreeable solution. If the Buyer and Seller are unable to agree on any solution, then the material will be considered as rejected and the Seller will promptly pick up the rejected material and ship it back to Seller at Seller’s expense.

All claims of Customers or other third parties arising from the Material or the use thereof, including quality claims, shall be for the sole account of Seller.

Packing: UN Rated Bulk Bag

Lot size: 18 — 20 MT

The Material shall fully conform to REACH and IMO code of safe practice for cargoes (when designated for export) and always compliant with UN3077 packing instructions. Material and packing to be suitable for maritime transport. Any changes in typical assay shall be communicated to the Buyer timely.

This Agreement shall endure from the date hereof and shall continue until the commencement of commercial operation at Li-Cycle’s North America Commercial Hub (“Hub”) and Spokes 1 and 2’s Materials integration thereinto, and after all terms and conditions have been met.

TRAXYS

All references to dollar amounts are quoted in U.S. funds.

The Quantity shall be 100% of production from the Seller’s Spoke 1 and Spoke 2 facilities, and any other Spoke where Li Cycle has rights to the Black Mass until such time as the Spoke/s Material/s are integrated by the Seller into its Hubs (namely, with regards to all Material other than Material which will be consumed by the Sellers’ Hubs or directly consumed by other Ai partners of the Spokes in their capacity as end-users of said Material).

Nameplate production at Spoke 1 is 2,200 tonnes of Material per annum and of Spoke 2 is expected to be 2,200 tonnes of Material per annum. Variances either way shall be advised to the Buyer timely. The Seller shall advise the Buyer of the startup date of each production facility.

FOB-▇▇▇▇▇ works

Expected to be in semi-monthly shipments in a quantity to be mutually agreed. Packaging to be UN-rated bulk bags for shipment and adjusted as necessary according to customer demand.

Reasonably prior to commencement of deliveries and/or production in each Spoke (for the remainder of the calendar year/s) and thereon, each year’s shipping schedule shall be mutually agreed tentatively before the start of the calendar year between Seller and Buyer in accordance with the production plan and third party final buyers’ needs.

Benchmark prices:

Nickel: LME daily settlement

Cobalt: Fast markets Standard Grade low quotation

Provisional Price:

If the material has been sold forward:

If the final price for a shipment for sale to a third party Buyer is known at the time of Delivery to the Buyer, the provisional price will be 75% of the known final price.

If the final price is unknown, the provisional price will be based upon the expected provisional sales value to the third party using the benchmark prices and all relevant formulas in the contract with the third party, multiplied by 75%.

TRAXYS

If the material is unsold:

The provisional price will be mutually agreed.

Final price: As agreed with third party Customers

Provisional QP: the average of the five (5) business days preceding the date of Delivery

Final QP: As agreed with third party Customers

All payments shall be carried out in US Dollars.

Holding and Title Certificate issued to Buyer’s order

Provisional commercial invoice Truck or railway bills of lading

Buyer reserves the right to conduct an independent Third party assay on the material prior to payment

Payments to be provided in line with clause 3.4 of this agreement. The detailed conditions of such payments are to be mutually agreed.

Payments shall be made net of the Transaction Costs and the marketing fee.

A second provisional payment based on the latest known provisional and final contract data, shall be made, either way (namely, either by Traxys to the Seller or by the Seller to Traxys, as the case may be), when the current provisional value differs more than 10% from the initial provisional invoice.

The final payment shall be made, either way (namely, either by Traxys to the Seller or by the Seller to Traxys, as the case may be), immediately upon all final details known, by telegraphic transfer upon presentation of final invoice.

TRAXYS

Buyer shall insure under its marine cargo policy with an internationally reputable company, from the time the Material is under Buyer’s title and control and up to the destination point for 110% of the provisional value of the Material. The insurance shall cover All Risks as per current Institute Cargo Clauses All Risks, Institute War Clauses and Institute Strike, Riots and Civil Commotions clauses. The claim shall be payable in US Dollars.

Unless otherwise specified herein, Incoterms^® 2020 shall be applicable for the execution of this agreement.

The quotations of the metals specified under this agreement are those actually in general use to establish the price of metallic contents in concentrates. Should any of these quotations cease to exist or cease to be published or cease to be internationally recognized as the basis to calculate ore and/or concentrate contracts, or should they fail to reflect the real value of the metals in the markets, then (at the request of any of the parties), Buyer and Seller shall get together and mutually consult with the aim to agree on a new basis and price, and a date to execute same. The basic objective shall be the continuity of a fair price.

Neither Buyer nor Seller would be responsible for non-performance under this agreement provided such non-performance is due to the occurrence of an event of Force Majeure as hereunder described:

TRAXYS

The party declaring Force Majeure shall take all reasonable steps to resume with the least possible delay its performance hereunder, provided that nothing herein shall require a party to settle any strike, lockout or stoppage of work on terms which in its opinion are not satisfactory.

It is agreed that any and all notices required or permitted to be given to either party under the terms of this agreement shall be given in writing under envelope with postage prepaid and duly addressed and sent by registered airmail to the party to be notified at the following respective addresses or any new addresses regarding which the respective parties have been informed to the sending of such notices, or by facsimile namely:

Li Cycle Corp.

2351 Royal Windsor Dr, Unit 10

Mississauga, ON

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Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Traxys North America, LLC

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Facsimile: ▇▇-▇▇▇-▇▇▇-▇▇▇▇

Attention: Cobalt Department

Any notice permitted or required to be given hereunder shall be validly given if in writing and sent by facsimile, and prepaid registered first class mail, or delivered by hand to the party to which the notice is directed at the above address or, in either case, such other address as may be notified by the relevant party to the other.

Any such notice shall be deemed to have been given 24 (twenty-four) hours after dispatch, the next business day in the place to which it is sent (if sent by fax with a transmission report confirming completed transmission to the required number), 10 days after posting (if by mail) or at the time of delivery (if by hand). In the event that notice is given by fax then the party so doing shall also mail the original the same day.

This agreement shall be governed by, and interpreted in accordance with, the laws of New York, USA, without regard to its principle of conflicts of laws.

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered in New York by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. Each party shall by written notice to the other have the right to appoint one arbitrator. If, within thirty (30) days following the giving of such notice by one party, the other shall not, by written notice, appoint another arbitrator, the first arbitrator shall be

TRAXYS

the sole arbitrator. If two arbitrators are so appointed, they shall appoint a third arbitrator. If thirty (30) days elapse after the appointment of the second arbitrator and the two arbitrators are unable to agree upon the third arbitrator, then either party may, in writing, request that the AAA appoint the third arbitrator. Any award from any such arbitration proceeding may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs in connection with any arbitration hereunder. Nothing herein shall prevent a party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the parties and the subject matter of the dispute as is necessary to protect such party’s rights.

Neither party may assign this agreement or its rights or obligations hereunder, either in whole or in part, without the express written consent of the other party. This agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors and permitted assigns.

The parties agree that neither party hereto shall be liable for special, indirect, punitive, exemplary or consequential damages, including but not limited to lost profits, lost savings, loss of use of facility or equipment, regardless of whether arising from breach of contract, warranty, tort, strict liability or otherwise, and even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, unless resulting from a party’s actions that are found to constitute willful misconduct or to have been taken in bad faith.

The contents of this agreement are confidential. Each party and Its employees, consultants and contractors shall hold in confidence any copies of this agreement and all documents and other forms of communications required to be provided under, or in connection with, this agreement. Notwithstanding the foregoing, each party may disclose this agreement to its professional advisors and to prospective lenders to such party, to the government, to the stock exchange, to succeeding entities and to prospective transferees or assignees who, in any such case, have agreed to be bound by these confidentiality provisions. The provisions shall be valid during the terms of this agreement.

The Parties acknowledge that Li-Cycle may seek to or be required to disclose the execution of this Agreement and/or any binding engagement to follow to the Securities Authorities and/or the Stock Exchange where it seeks to list its shares (“Public Announcement” and the “Stock Exchange”).

Li-Cycle agrees that, to the extent that it will not cause Li Cycle to breach its Stock Exchange disclosure obligations, a Public Announcement will not occur until:

The same shall apply, mutatis mutandis, to any other announcement and or public relations communique and/or any social media by or other communication reference by Li- Cycle, whether voluntary or compulsory, of Traxys and/or any of it stakeholders and/or this Agreement and/or any other engagement by and between Traxys and Li-Cycle.

TRAXYS

Whenever possible, each provision of this agreement shall be interpreted in such a manner as to be effective and valid under the applicable laws. However, if any provision of this agreement shall be held to be invalid or prohibited under applicable laws, such provision shall be ineffective only to the extent of such invalidity or prohibition without affecting the validity of the remainder of such provision or the remaining provisions of this agreement, which shall remain in full force and effect.

Each party may terminate this agreement by written notice, with immediate effect:

The terms “tonne” or “ton” means a metric ton of 1000 kilograms (Kgs) equivalent to 2,204.62 pounds avoirdupois, wet (WMT) or dry (DMT) basis as specifically stated herein;

The term “unit” means one per cent of the net dry weight.

“USD” or “US Dollar” is the currency of United States of America.

The term “▇▇▇▇ ounce” is equivalent to 31,1035 grams.

“PPM” means part per million and is equivalent to one gram per ton.

“Kg” shall mean one kilogram, or 1,000 (one thousand) grams, 2.2046 (two decimal two zero four six) pounds.

“LME” shall mean the London Metal Exchange.

“MB” shall mean the Metal Bulletin

Any other abbreviations shall be as per the usual standard of the industry.

TRAXYS

For TRAXYS NORTH AMERICA LLC

Dated: September 24, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Cobalt + Special Metals Traxys North America, LLC

Dated: September 24, 2020 ▇▇▇▇ ▇▇▇▇▇▇▇ President and CEO, Co-Founder Li-Cycle Corp.