Sherritt Agrees to Purchase $90 million of Secured Second Lien and Junior Notes Pursuant to Oversubscribed Offers

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES

OR FOR DISSEMINATION IN THE UNITED STATES

Sherritt Agrees to Purchase $90 million of Secured Second Lien and

Junior Notes Pursuant to Oversubscribed Offers

TORONTO, December 1, 2022 – Sherritt International Corporation (“ Sherritt” or the

“Corporation”) (TSX:S) announced today the results of its offers to purchas e (i) its outstanding

8.50% senior second lien secured notes due 2026 (the “Secured Notes”) pursuant to a modified

Dutch auction process (the “ Secured Notes Dutch Auction ”) and (ii) its outstanding 10.75%

unsecured PIK option notes due 2029 (the “ Junior Notes ”, and collectively with the Secured

Notes, the “Notes”) pursuant to a fixed price tender offer process (the “Junior Notes Fixed Price

Tender Offer ” and, together with the Secured Notes Dutch Auction, the “ Offers” or the

“Transaction”).

Having reviewed the positive results of the Offers, Sherritt de termined it would increase the

Maximum Consideration Amount (as defined in the Purchase Offer, defined below) from

$50 million to $80.4 million and not extend the Offers past the initial expiration date of

November 30, 2022. With the increased Maximum Consideration Amount, we have fully satisfied

our obligations under the support agreements with the two suppo rting noteholders as detailed in

our press release dated November 14, 2022. As a result, the Tra nsaction is concluded at this

time.

“We are delighted by the strong results of our second note purchase transaction in 2022. We have

again been able to retire long-term debt at a discount and furt her reduce our interest expense,”

said Leon Binedell, President and CEO of Sherritt. “With our i nitial note purchase transaction

completed in June and this subsequent oversubscribed purchase, we will reduce our aggregate

principal amount of outstanding notes by approximately $150 mil lion or 35% from the beginning

of the year, and our annual interest expense by approximately $13 million. These note purchases

reinforce our positive outlook on our operations and together w ith Sherritt’s recent swap

agreements, will strengthen our balance sheet and continue to g enerate value for our

stakeholders.”

The following table sets out the purchase price per $1,000 of p rincipal amount of Notes, the

aggregate purchase price and corresponding principal amount for each series of Notes to be

purchased under the Offers.

Notes CUSIP Purchase Price

per $1,0001

Aggregate Purchase

Price

Corresponding

Principal Amount

Secured Notes 823901AM5 $900 $79,497,900 $88,331,000

Junior Notes 823901AN3 $550 $870,465 $1,582,664

Totals N/A $80,368,365 $89,913,664

1. Includes the Initial Participation Consideration Amount (as def ined in the Purchase Offer, defined

below) of $30 per $1,000 of principal amount of Notes.

In addition, Sherritt will pay an aggregate of $720,000 in cash to holders whose Secured Notes

are purchased by Sherritt pursuant to the Secured Notes Dutch Auction in respect of accrued and

unpaid interest from the last interest payment date up to, but not including, the Payment Date (as

defined below) in respect of such purchased Secured Notes.

The detailed terms and conditions of the Offers were set forth in Sherritt’s Offer to Purchase dated

November 2, 2022, as amended by the notice of variation and ext ension dated

November 14, 2022, (the “Purchase Offer”).

All Junior Notes validly tendered and not withdrawn, and all Secured Notes validly tendered at or

below the Secured Notes Clearing Price (as defined in the Purch ase Offer) and not withdrawn,

will be accepted for purchase by Sherritt subject to the terms and conditions set forth in the

Purchase Offer. Payment for Notes accepted for purchase pursuant to the Offers will be made by

Sherritt on the settlement date of December 5, 2022 (the “Payment Date”).

National Bank Financial Markets acted as dealer manager, Kingsd ale Advisors acted as

depositary and as information agent, and Goodmans LLP acted as Sherritt’s legal advisor in

connection with the Transaction.

This news release does not constitute a notice of redemption under the redemption provisions of

the indentures governing the Notes, nor does it constitute or form part of any offer or invitation to

purchase or sell, or any solicitation of any offer to purchase or sell, the Notes or any other

securities in any other country, nor shall it or any part of it, or the fact of its release, form the basis

of, or be relied on or in connection with, any contract therefor.

About Sherritt

Headquartered in Toronto, Sherritt is a world leader in using hydrometallurgical processes to mine

and refine nickel and cobalt – metals essential for an electric future. Its Technologies Group

creates innovative, proprietary solutions for natural resource based industries around the world

to improve environmental performance and increase economic valu e. Sherritt has embarked on

a multi-pronged growth strategy focused on expanding nickel and cobalt production by up to 20%

from 2021 and extending the life of mine at Moa beyond 2040. The Corporation is also the largest

independent energy producer in Cuba. Sherritt’s common shares are listed on the Toronto Stock

Exchange under the symbol “S”.

For more information, please contact:

Lucy Chitilian, Director, Investor Relations

Telephone: (416) 935-2457

Toll-free: 1 (800) 704-6698

Email: [email protected]

www.sherritt.com

Forward-Looking Statements

Certain statements and other information included in this press release constitute “forward-looking

information” or “forward-looking statements” (collectively, “fo rward-looking statements”) under

applicable securities laws (such statements are often accompanied by words such as “anticipate”,

“forecast”, “expect”, “believe”, “may”, “will”, “should”, “esti mate”, “intend” or other similar words).

All statements in this press release, other than those relating to historical information, are forward-

looking statements, including, but not limited to the completio n of the Transaction; the principal

amount of Notes to be purchased under the Offers; the settlement dates specified herein in regard

to the Offers; and the payment of accrued and unpaid interest. Forward-looking statements in

this press release are subject to a number of assumptions, risks and uncertainties, many of which

are beyond our control, which could cause actual results to dif fer materially from such forward-

looking statements. The key risks and uncertainties are set forth in the Purchase Offer and in the

Corporation’s reports filed with the Canadian securities regula tory authorities, including without

limitation the “Risk Factors” section of the Annual Information Form of the Corporation dated

March 24, 2022 for the year ended December 31, 2021 and the “Ma naging Risk” sections of the

Corporation’s Management’s Discussion and Analysis for the thre e and nine months ended

September 30, 2022, all of which are available on SEDAR at www. sedar.com. As such, undue

reliance should not be placed on the forward-looking information.

The forward-looking information and statements contained in thi s press release are made as of

the date hereof and the Corporation undertakes no obligation to update publicly or revise any oral

or written forward-looking information or statements, whether as a result of new information, future

events or otherwise, except as required by applicable securitie s laws. The forward-looking

information and statements contained herein are expressly quali fied in their entirety by this

cautionary statement.