Sherritt Announces Amendment to its Previously Announced CBCA Transaction and Extension to Early Consent Deadline
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
Sherritt Announces Amendment to its Previously Announced CBCA
Transaction and Extension to Early Consent Deadline
TORONTO, March, 21 2025 – Sherritt International Corporation (“ Sherritt” or the “Corporation”)
(TSX:S) announced today that it has made an amendment to its previously announced transaction
to extend the maturities of the Corporation’s note obligations and strengthen the Corporation’s
capital structure (the “CBCA Transaction ”) to be implemented pursuant to a corporate plan of
arrangement (the “ CBCA Plan ”) under the Canada Business Corporations Act , following
discussions with certain holders of the Corporation’s Existing Notes (as defined below) that
entered into confidentiality agreements with the Corporation . Sherritt has amended t he CBCA
Transaction to increase the Junior Notes Exchange Ratio (as defined in the Corporation’s
management information circular dated March 4, 2025 (the “ Circular”)) under the CBCA Plan
from 0.50 to 0.60 (the “CBCA Transaction Amendment ”).
The CBCA Transaction is described in the Circular and the Corporation’s news release issued on
March 4, 2025 (the “ March 4 News Release”).
Sherritt is also extending the early consent deadline (the “ Early Consent Deadline”) by which
holders of the Corporation’s outstanding (i) 8.50% senior second lien secured notes due
November 30, 2026 (the “ Senior Secured Notes ”); and ( ii) 10.75% unsecured PIK option notes
due August 31, 2029 (the “ Junior Notes ”, and together with the Senior Secured Notes, the
“Existing Notes ”) must vote in favour of the CBCA Plan in order to be eligible to receive early
consent consideration pursuant to the terms of the CBCA Plan to March 2 8, 2025 at 5:00 p.m.
(Toronto time).
As further described in the Circular and the March 4 News Release:
(a) in order for holders of Senior Secured Notes (“ Senior Secured Noteholders”) that are
not Initial Consenting Noteholders (as defined below) to be eligible to receive a cash
payment in an amount equal to 3% of the principal amount of the Senior Secured Notes
voted in favour of the CBCA Plan by the Early Consent Deadline and held by such Senior
Secured Noteholder on the implementation date of th e CBCA Plan (the “ Senior Secured
Noteholder Early Consent Consideration”), such Senior Secured Noteholder must vote
in favour of the CBCA Plan and elect to receive Senior Secured Noteholder Early Consent
Consideration by the Early Consent Deadline and otherwise comply with the terms of the
CBCA Plan; and
(b) in order for holders of Junior Notes (“ Junior Noteholders” and together with the Senior
Secured Noteholders, “ Noteholders”) to be eligible to receive additional amended 9.25%
senior second lien secured notes due November 30, 2031 (the “ Amended Senior
Secured Notes ”) in an amount equal to 5% of the principal amount of the Junior Notes
voted in favour of the CBCA Plan by the Early Consent Deadline and held by such Junior
Noteholder on the implementation date of the CBCA Plan (the “ Junior Noteholder Early
Consent Consideration”) as additional consideration for the exchange of its Junior Notes
pursuant to the CBCA Plan, such Junior Noteholder must vote in favour of the CBCA Plan
and elect to receive Junior Noteholder Early Consent Consideration by the Early Consent
Deadline and otherwise comply with the terms of the CBCA Plan .
Noteholders should review the Circular in detail for additional information.
As disclosed in the March 4 News Release, i n connection with the CBCA Transaction, the
Corporation and certain holders of Existing Notes holding, in aggregate, approximately 42% of
the outstanding Senior Secured Notes (the “Initial Consenting Noteholders”), have entered into
a consent and support agreement pursuant to which and subject to its terms, the Initial Consenting
Noteholders have agreed to, among other things, support the CBCA Transaction and vote in
favour of the CBCA Plan. The Initial Consenting Noteholders have also agreed to the CBCA
Transaction Amendment.
Any Noteholder that does not vote in favour of the CBCA Plan and elect to receive Senior Secured
Noteholder Early Consent Consideration or the Junior Noteholder Early Consent Consideration,
as applicable, by the extended Early Consent Deadline of March 28, 2025 at 5:00 p.m. (Toronto
time) shall not be entitled to receive their applicable early consent consideration pursuant to the
CBCA Plan.
Sherritt also reminds Noteholders of the voting deadline of 5:00 p.m. (Toronto time) on April 2,
2025 (the “Voting Deadline”) in connection with the CBCA Transaction.
Banks, brokers or other intermediaries (each an “ Intermediary”) that hold Existing Notes on a
Noteholder’s behalf may have internal deadlines that require such Noteholders to submit their
votes by an earlier date in advance of the Early Consent Deadline and/or the Voting Deadline, as
applicable, and may have internal requirements for the submission of voting instructions. Such
Noteholders are encouraged to contact their Intermediaries directly to confirm any such internal
deadlines or voting instruction requirements.
As also announced by the Corporation in its March 4 News Release, the meeting of the Senior
Secured Noteholders (the “ Senior Secured Noteholders’ Meeting ”) and the meeting of the
Junior Noteholders (the “ Junior Noteholders’ Meeting ”, and together with the Senior Secured
Noteholders’ Meeting, the “Noteholders’ Meetings”), each to consider and vote upon resolutions
to approve the CBCA Plan to implement the CBCA Transaction, are scheduled to be held on April
4, 2025. The Senior Secured Noteholders’ Meeting and the Junior Noteholders’ Meeting are
scheduled to begin at 10:00 a.m. and 10:30 a.m. (Toronto time), respectively, at the offices of
Goodmans LLP at the Bay Adelaide Centre – West Tower, 333 Bay Street, Suite 3400, Toronto,
Ontario M5H 2S7.
Sherritt strongly encourages all Noteholders to vote at the upcoming Noteholders’ Meetings by
submitting their duly completed voting instructions prior to the Voting Deadline in accordance with
the instructions contained in the applicable voting information and election forms. Noteholders
who have already cast their votes do not need to re-submit their votes, unless they wish to change
their votes . Noteholders may wish to confirm with their respective Intermediaries that their
previously submitted voting instructions have been properly recorded by their Intermediaries.
Additional information relating to voting in advance of or at the Noteholders’ Meetings is set out
in detail in the March 4 News Release.
As disclosed in the Circular and the March 4 News Release , the Corporation and the Majority
Initial Consenting Noteholders (as defined in the Circular) have the right to amend the CBCA Plan
to remove the Junior Notes Exchange (as defined in the Circular) from the CBCA Plan. Junior
Noteholders will have the option to notify Sherritt if they would like to proceed with an exchange
of their Junior Notes outside of the CBCA Plan, on the same terms as contemplated pursuant to
the CBCA Plan, in the event that th e Junior Notes Exchange is removed from the CBCA Plan.
The maximum principal amount of Amended Senior Secured Notes that can be issued in
exchange for Junior Notes outside of the CBCA Plan remains unchanged at $40 million (as set
forth in the Description of Notes in the Circular). Junior Noteholders who are interested in
participating in the Junior Notes Exchange, in either circumstance, are encouraged to contact
Kingsdale Advisors at the contact information provided below.
Additional information and materials in respect of the CBCA Transaction are available on Sherritt’s
profile on SEDAR+ ( www.sedarplus.ca) and its CBCA Transaction website
(https://www.sherrittnotes.com). The amended version of the Corporation’s CBCA Plan reflecting
the CBCA Transaction Amendment will also be made available on Sherritt’s profile on SEDAR+
(www.sedarplus.ca) and its CBCA Transaction website ( https://www.sherrittnotes.com) today.
Noteholders with any questions or requests for further information regarding the CBCA
Transaction, voting at the Noteholders’ Meetings or eligibility for early consent consideration may
also contact Kingsdale Advisors, the Corporation’s Proxy Solicitation, Paying, Information and
Exchange Agent, at 1-855-476-7987 (toll-free in North America) or 1-437-561-5039 (text and call
enabled outside North America), or by email at [email protected].
This news release is not an offer of securities for sale in the United States. The securities to be
issued pursuant to the CBCA Transaction have not been and will not be registered under the U.S.
Securities Act of 1933 (the “ 1933 Act”), or the securities laws of any state of the United States,
and may not be offered or sold within the United States except pursuant to an exemption from the
registration requirements of the 1933 Act. The securities to be issued pursuant to the CBCA
Transaction will be issued and distributed in reliance o n the exemption from registration set forth
in Section 3(a)(10) of the 1933 Act (and similar exemptions under applicable state securities
laws).
About Sherritt
Sherritt is a world leader in using hydrometallurgical processes to mine and refine nickel and
cobalt – metals deemed critical for the energy transition. Sherritt’s Moa Joint Venture has an
estimated mine life of approximately 25 years and is advancing an expansion program focused
on increasing annual MSP production by 20% of contained nickel and cobalt. The Corporation’s
Power division, through its ownership in Energas, is the largest independent energy producer in
Cuba with installed electrical generating capacity of 506 MW, representing approximately 10% of
the national electrical generating capacity in Cuba. The Energas facilities are comprised of two
combined cycle plants that produce low -cost electricity from one of the lowest carbon emitting
sources of power in Cuba. Sherritt’s common shares are listed on the Toronto Stock Exchange
under the symbol “S”.
For more information, please contact:
Tom Halton, Director of Investor Relations and Corporate Affairs
Telephone: (416) 935 -2451
Toll-free: 1 (800) 704 -6698
Email: [email protected]
www.sherritt.com
Forward-Looking Statements
This news release contains certain forward -looking statements. Forward -looking statements can
generally be identified by the use of statements that include such words as “believe”, “expect”,
“anticipate”, “intend”, “plan”, “forecast”, “likely”, “may”, “will”, “could”, “should”, “suspect”, “outlook”,
“projected”, “continue” or other similar words or phrases. Specifically, forward -looking statements
in this document include, but are not limited to, statements set out in this news release relating
to: certain key terms of the CBCA Transaction (including the CBCA Transaction Amendment ),
and the effect of the implementation thereof on the Noteholders, other stakeholders and the
Corporation; the holding and timing of, and matters to be considered at the Noteholders’ Meetings
as well as with respect to voting at such Noteholders’ Meetings; the Corporation’s intent to extend
debt maturities and reduce its debt and annual interest payments through the implementation of
the CBCA Transaction; the capital structure of th e Corporation following the implementation of
the CBCA Transaction; the expected process for and timing of implementing the CBCA
Transaction; and the effect of the CBCA Transaction.
Forward-looking statements are not based on historical facts, but rather on current expectations,
assumptions and projections about future events, including matters relating to the CBCA
Transaction (including the CBCA Transaction Amendment ), commodity and product prices and
demand; the level of liquidity and access to funding; share price volatility; production results;
realized prices for production, earnings and revenues; global demand for electric vehicles and the
anticipated correspondin g demand for cob alt and nickel; the commercialization of certain
proprietary technologies and services; advancements in environmental and Green House Gas
(“GHG”) reduction technology; GHG emissions reduction goals and the anticipated timing of
achieving such goals, if at all; statistics and metrics relating to environmental, social and
governance (“ESG”) matters which are based on assumptions or developing standards;
environmental rehabilitation provisions; environmental risks and liabilities; compliance with
applicable environmental laws and regulations; risks related to the U.S. government policy toward
Cuba; current and future economic conditions in Cuba; the level of liquidity and access to funding;
Sherritt share price volatility; and certain corporate objectives, goal s and plans for 2025. By their
nature, forward-looking statements require the Corporation to make assumptions and are subject
to inherent risks and uncertainties. There is significant risk that predictions, forecasts, conclusions
or projections will not pr ove to be accurate, that the assumptions may not be correct and that
actual results may differ materially from such predictions, forecasts, conclusions or projections.
The Corporation cautions readers of this news release not to place undue reliance on any forward-
looking statement as a number of factors could cause actual future results, conditions, actions or
events to differ materially from the targets, expectations, estimates or intentions expressed in the
forward-looking statements. These risks, uncertainties and other factors include, but are not
limited to, risks associated with the ability of the Corporation to receive all necessary regulatory,
court, third party and stakeholder approvals in order to complete the CBCA Transaction and the
Subsequent Exchange Transaction (as defined in the Circular) ; failure to timely satisfy the
conditions of the CBCA Transaction or to otherwise complete the CBCA Transaction; the
Corporation’s ability to reduce its debt and annual interest payments through the implementation
of the CBCA Transaction and the Subsequent Exchange Transaction; the abil ity of the
Corporation to operate in the ordinary course during the CBCA Proceedings (as defined in the
Circular), including with respect to satisfying obligations to service providers, suppliers,
contractors and employees; dilution arising from the Subseq uent Exchange Transaction;
commodity risks related to the production and sale of nickel cobalt and fertilizers; security market
fluctuations and price volatility; level of liquidity of Sherritt, including access to capital and
financing; the ability of the Moa Joint Venture to pay dividends; the risk to Sherritt’s entitlements
to future distributions (including pursuant to the Cobalt Swap) from the Moa Joint Venture; risks
related to Sherritt’s operations in Cuba; risks related to the U.S. government policy toward Cuba,
including the U.S. embargo on Cuba and the Helms -Burton legislation; political, economic and
other risks of foreign operations, including the impact of geopolitical events on global prices for
nickel, cobalt, fertilizers, or certain other com modities; uncertainty in the ability of the Corporation
to enforce legal rights in foreign jurisdictions; uncertainty regarding the interpretation and/or
application of the applicable laws in foreign jurisdictions; risk of future non -compliance with debt
restrictions and covenants; risks related to environmental liabilities including liability for
reclamation costs, tailings facility failures and toxic gas releases; compliance with applicable
environment, health and safety legislation and other associated m atters; risks associated with
governmental regulations regarding climate change and greenhouse gas emissions; risks relating
to community relations; maintaining social license to grow and operate; uncertainty about the
pace of technological advancements re quired in relation to achieving ESG targets; risks to
information technologies systems and cybersecurity; risks associated with the operation of large
projects generally; risks related to the accuracy of capital and operating cost estimates; the
possibility of equipment and other failure; potential interruptions in transportation; identification
and management of growth opportunities; the ability to replace depleted mineral reserves; risks
associated with the Corporation’s joint venture partners; variabilit y in production at Sherritt’s
operations in Cuba; risks associated with mining, processing and refining activities; risks
associated with the operation of large projects generally; risks related to the accuracy of capital
and operating cost estimates; the possibility of equipment and other failures; uncertainty of gas
supply for electrical generation; reliance on key personnel and skilled workers; growth opportunity
risks; uncertainty of resources and reserve estimates; the potential for shortages of equipm ent
and supplies, including diesel; supplies quality issues; risks related to the Corporation’s corporate
structure; foreign exchange and pricing risks; credit risks; competition in product markets; future
market access; interest rate changes; risks in obt aining insurance; uncertainties in labour
relations; legal contingencies; risks related to the Corporation’s accounting policies; uncertainty
in the ability of the Corporation to obtain government permits; failure to comply with, or changes
to, applicable government regulations; bribery and corruption risks, including failure to comply
with the Corruption of Foreign Public Officials Act or applicable local anti-corruption law; the ability
to accomplish corporate objectives, goals and plans for 2025; and the ability to meet other factors
listed from time to time in the Corporation’s continuous disclosure documents.
Readers are cautioned that the foregoing list of factors is not exhaustive and should be considered
in conjunction with the risk factors described in the Corporation’s other documents filed with the
Canadian securities authorities, including without limita tion the “Managing Risk” section of the
Management’s Discussion and Analysis for the three months and year ended December 31, 2024
and the Annual Information Form of the Corporation dated March 21, 2024 for the period ending
December 31, 2023, which are av ailable on SEDAR+ at www.sedarplus.ca.
The Corporation may, from time to time, make oral forward -looking statements. The Corporation
advises that the above paragraphs and the risk factors described in this news release and in the
Corporation’s other documents filed with the Canadian securities authorities should be read for a
description of certain factors that could cause the actual results of the Corporation to differ
materially from those in the oral forward-looking statements. The forward -looking information and
statements contained in this news 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.