Sherritt Amends and Extends its Previously Announced Offers on Receipt of Support from Significant Noteholders to Tender $30 Million of Secured Notes
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
Sherritt Amends and Extends its Previously Announced Offers on
Receipt of Support from Significant Noteholders to Tender $30 Million
of Secured Notes
TORONTO, November 14, 2022 – Sherritt International Corporation (“ Sherritt” or the
“Corporation”) (TSX:S) announced today that it has entered into support agreements with two
significant noteholders, who have agreed to tender $30 million of secured notes, and amended
certain terms of its previously announced offers to purchase (i) its outstanding 8.50% senior
second lien secured notes due in 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 in 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”).
The Transaction was announced by Sherritt in its press release issued on November 2, 2022 (the
“November 2 Press Release”). The detailed terms of the Offers are set forth in Sherritt's Offer to
Purchase dated November 2, 2022 (the “Purchase Offer”) and the November 2 Press Release.
“With the support from two significant noteholders, we have amended certain terms of our offer,
increasing the Maximum Secured Notes Bid Price and extending the Initial Expiration Date,” said
Leon Binedell, President and CEO of Sherritt. “We remain committed to generating value for
stakeholders, and in doing so, two significant noteholders have agreed to support the Offers and
tender an aggregate of $30 million of their Secured Notes. Our strong 2022 results to date and
expected cash flow provides us an opportunity to further deleverage our balance sheet to improve
our financial strength, while providing near-term liquidity to our noteholders.”
The Offers have been amended as follows (collectively, the “Offer Amendments”):
1. The Maximum Secured Notes Bid Price (as defined in the Purchase Offer) for the Secured
Notes pursuant to the Secured Notes Dutch Auction has been increased from $820 per
$1,000 of principal amount of Secured Notes to $870 per $1,000 principal amount of
Secured Notes (the “Amended Maximum Secured Notes Bid Price”).
2. The Secured Notes Clearing Price (as defined in the Purchase Offer) shall be deemed to
be the Amended Maximum Secured Notes Bid Price.
3. The Initial Expiration Date (as defined in the Purchase Offer) for the Offers has been
extended from November 16, 2022 to November 30, 2022, and the Extended Expiration
Date (as defined in the Purchase Offer) has been extended from December 1, 2022 to
December 8, 2022, as such date s may be further extended or earlier terminated by
Sherritt.
The Offer Amendments are described in further detail in Sherritt’s notice of variation and
extension dated November 14, 2022 (the “Notice of Variation”).
Sherritt made the Offer Amendments following consultation with certain significant noteholders
and believes that such Offer Amendments are in the best interests of the Corporation. Sherritt
believes that the Amended Maximum Secured Notes Bid Price is fair and reasonable
consideration for the Secured Notes in the circumstances pursuant to the Secured Notes Dutch
Auction, and determined to extend the Initial Expiration Date to November 30, 2022, in order to
provide all holders of Notes with additional time to tender their Notes pursuant to the Offers given
the Offer Amendments announced today and the upcoming U.S. Thanksgiving holiday.
Sherritt has entered into support agreements (the “Support Agreements”) with two noteholders
(the “Supporting Noteholders”), pursuant to which the Supporting Noteholders have agreed to
support the Offer and to tender, in aggregate, $30 million of their Secured Notes (the “Supporting
Noteholders’ Tendered Notes”) at the Amended Maximum Secured Notes Bid Price pursuant
to the Secured Notes Dutch Auction Offer by the Initial Expiration Date (for certainty, as extended
pursuant to the Offer Amendments). Pursuant to the Support Agreements, Sherritt has agreed
that in the event not all of the Supporting Noteholders’ Tendered Notes are purchased by Sherritt
pursuant to the Secured Notes Dutch Auction due to proration , Sherritt will purchase the
remaining amount of the Supporting Noteholders’ Tendered Notes at the Amended Maximum
Secured Notes Bid Price plus the Initial Participation Consideration Amount (as defined below),
plus all accrued and unpaid interest from the last interest payment date up to, but excluding, the
applicable payment date, by no later than December 23, 2022.
As further described in the November 2 Press Release and the Purchase Offer, as amended by
the Notice of Variation, holders of Notes that validly tender and do not withdraw their Notes prior
to 5:00 p.m. (Toronto time) on the Initial Expiration Date (for certainty, as extended pursuant to
the Offer Amendments), as such date and time may be further extended or earlier terminated by
Sherritt, and whose Notes are purchased by Sherritt pursu ant to the applicable Offer, will be
entitled to additional cash consideration of $30 per $1,000 of principal amount of purchased Notes
(the “Initial Participation Consideration Amount”) for the purchase of such Notes, payable on
the applicable settlement date (as described in the Purchase Offer) . Noteholders should review
the Purchase Offer and the Notice of Variation in detail for additional information.
Pursuant to the Offer, Sherritt will purchase any Junior Notes validly tendered pursuant to the
Junior Notes Fixed Price Tender Offer and not withdrawn prior to 5:00 p.m. (Toronto time) on the
Initial Expiration Date (the “Initial Junior Notes Purchase”), subject to the terms and conditions
set forth in the Purchase Offer, as amended by the Notice of Variation, and then have the option
to purchase Secured Notes validly tendered and not withdrawn pursuant to the Secured Notes
Dutch Auction prior to 5:00 p.m. (Toronto time) on the Initial Expiration Date (the “Initial Secured
Notes Purchase Option ”), su bject to the Maximum Consideration Amount (as defined and
discussed in the Purchase Offer), taking into account the Initial Junior Notes Purchase , and the
other terms and conditions set forth in the Purchase Offer, as amended by the Notice of Variation.
The settlement date for any Notes purchased by Sherritt pursuant to the Initial Junior Not es
Purchase and/or the Initial Secured Notes Purchase Option will be the date that is three business
days after the Initial Expiration Date. Junior Notes validly tendered and not withdrawn prior to 5:00
p.m. (Toronto time) on the Initial Expiration Date will have priority in acceptance over Secured
Notes validly tendered and not withdrawn prior to the Initial Expiration Date.
If Sherritt exercises the Initial Secured Notes Purchase Option, the Offers shall not be extended
past the Initial Expiration Date. If Sherritt does not exercise the Initial Secured Notes Purchase
Option, Sherritt can extend the Offers past the Initial Expiration Date to the Extended Expiration
Date of December 8, 2022, as such date may be extended or earlier terminated by Sherritt as
described in the Purchase Offer.
Noteholders that do not validly tender their Notes prior to the Initial Expiration Date shall not be
entitled to receive the Initial P articipation Consideration Amount and will not have a further
opportunity to tender their Notes if Sherritt exercises the Initial Secured Notes Purchase Option
and does not extend the Offers past the Initial Expiration Date to the Extended Expiration Date.
As a result of the Offer Amendments, any holders of Secured Notes who tendered their
Secured Notes to the Secured Notes Dutch Auction prior to the date of the Notice of
Variation are advised that such tenders are no longer valid and such Holders will be
required to properly retender their Secured Notes in the manner described in the Purchase
Offer, as amended by the Notice of Variation, in order to participate in the Secured Notes Dutch
Auction. For greater certainty, any and all Secured Notes previously tendered will be withdrawn
and will not be accepted for purchase unless such Holders take the additional steps described in
the Notice of Variation. Noteholders should review the Notice of Variation in detail for additional
information. Holders of Junior N otes that previously tendered their Junior Notes to the Junior
Notes Fixed Price Tender Offer do not need to retender their Junior Notes.
The Offers are subject to the terms and conditions described in the Purchase Offer, as amended
by the Notice of Variation. The above dates and times are subject, where applicable, to the right
of Sherritt to extend, reopen, amend and/or terminate the Offers, subject to applicable laws.
Noteholders should be aware that their broker, dealer, commercial bank, trust company or
other intermediary (each an “Intermediary”) will establish their own earlier deadlines for
participation in, or withdrawal from, the Offers. Noteholders are encouraged to contact their
Intermediary directly to confirm any such internal deadlines.
Additional information relating to the Initial Expiration Date and the Offers are set out in detail in
the November 2 Press Release, the Purchase Offer and the Notice of Variation.
National Bank Financial Markets ([email protected] or (416) 869 -8635) is acting as
dealer manager, Kingsdale Advisors ([email protected] or 1-800-749-9197) is
acting as depositary and as information agent, and Goodmans LLP is acting as Sherritt’s legal
advisor in connection with the Transaction. Copies of th e Purchase Offer and the Notice of
Variation may be obtained by contacting National Bank Financial Markets or Kingsdale Advisors
at the above contact information.
The Offers are made only by and pursuant to the terms of the Purchase Offer , as amended by
the Notice of Variation, and the information in this press release is qualified by reference to the
Purchase Offer, as amended by the Notice of Variation. None of Sherritt, National Bank Financial
Markets or Kingsdale Advisors make any recommendations as to whether holders should tender
or withhold their Notes pursuant to the Offers. Sherritt may amend, extend or terminate either
Offer in its sole discretion and subject to applicable law.
This press 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 value. 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, “forward -looking statements”) under
applicable securities laws (such statements are often accompanied by words such as “anticipate”,
“forecast”, “expect”, “believe”, “may”, “will”, “should”, “estimate”, “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 principal amount of any Secured Notes and
/or Junior Notes to be purchased under the Offers; the purchase by Sherritt of any Supporting
Noteholders’ Tendered Notes ; and the deadlines, determination dates and settlement dates
specified herein in regard to the Offers. 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 differ 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 regulatory 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, 2 021 and the “Managing Risk” sections of the Corporation’s
Management’s Discussion and Analysis for the three 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 this 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 securities laws. The forward -looking
information and statements contained herein are expressly qualified in their entirety by this
cautionary statement.