Sherritt Announces Extension of the Early Consent Date and Update on Debtholder Votes in Connection with its Transaction
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
Sherritt Announces Extension of the Early Consent Date and Update
on Debtholder Votes in Connection with its Transaction
TORONTO, July 13, 2020 – Sherritt International Corporation (“Sherritt” or the “Corporation”)
(TSX:S) announced today that, in order to provide holders (the “ Noteholders”) of the
Corporation’s outstanding (i) 8.00% senior unsecured debentures due 2021, ( ii) 7.50% senior
unsecured debentures due 2023, and (iii) 7.875% senior unsecured notes due 2025 (collectively,
the “ Existing Notes ”) with additional time to become entitled to receive early consent cash
consideration (the “ Noteholder Early Consent Cash Consideration ”) as additional
consideration for the exchange of their Existing Notes pursuant to Sherritt’s previously announced
transaction to improve its capital structure (the “Transaction”) to be implemented pursuant to a
corporate plan of arrangement (“ Plan of Arr angement”) under the Canada Business
Corporations Act (the “CBCA”), the Corporation is extending the early consent date (the “ Early
Consent Date”) to July 17, 2020.
As further described in the Corporation’s management information circular dated March 6, 2020
(the “Information Circular”) and the Corporation’s news releases issued on June 29, 2020 (the
“June 29 News Release”) and July 8, 2020 (the “July 8 News Release”), Noteholders that vote
in favour of the Plan of Arrangement by 5:00 p.m. (Toronto time) on the Early Consent Date will
be entitled to receive Noteholder Early Consent Cash Consideration in an amount equal to 3% of
the principal amount of the Existing Notes voted in favour of the Plan of Arrangement by the Early
Consent Date and held by such N oteholder on the implementation date of the Plan of
Arrangement, on the terms set forth in the Plan of Arrangement.
Any Noteholder that does not vote in favour of the Plan of Arrangement and elect to receive
Noteholder Early Consent Cash Consideration by 5:00 p.m. (Toronto time) on the Early Consent
Date shall not be entitled to receive Noteholder Early Consent Cash Consideration pursuant to
the Plan of Arrangement.
The Corporation believes that it is fair and appropriate in the current circumstances to provide all
Noteholders additional time to vote and become entitled to the Noteholder Early Consent Cash
Consideration. The Corporation and its board of directors encourage all affected debtholders to
vote in favour of the Transaction.
Further information reg arding voting and the Noteholder Early Consent Cash Consideration is
also set out in the Information Circular and the June 29 News Release. Noteholders with questions
regarding early consent matters are reminded that they may contact Kingsdale Advisors, th e
Corporation’s proxy, information and exchange agent (the “ Proxy, Information and Exchange
Agent”), by telephone at 1 -800-749-9197 or 416 -867-2272, or by email at
Update on Debtholder Votes
As previously announced, the voting deadline for Noteholders and holders of the Corporation’s
Ambatovy Joint Venture partner loans (the “CFA Lenders” and, collectively with the Noteholders,
the “Debtholders”) in respect of the Plan of Arrangement has been extended to 5:00 p.m. on July
21, 2020 (the “Voting Deadline”). All Debtholders will vote as one class in respect of the Plan of
Arrangement at the meeting of Debtholders (the “ Debtholders’ Meeting ”). The aggregate
principal amount of debt held by all Debtholders entitled to vote on the Plan of Arrangement as
one class at the Debtholders’ Meeting is approximately $733 million.
As at the end of Monday, July 13, 2020, approximately 87% of the votes cast by Debtholders
have been cast in favour of the approval of the Plan of Arrangement. In aggregate, approximately
$586 million of Existing Notes and Ambatovy Joint Venture partner loans have been voted in
respect of the Plan of Arrangement at the end of Monday, July 13, 2020. These interim results do
not reflect additional votes that may be cast by Debtholders by the Voting Deadline.
Voting and Meetings Reminders
Sherritt reminds Debtholders and Shareholders, respectively, that t he Debtholders’ Meeting in
respect of the Plan of Arrangement will be held on July 23, 2020 at 10:00 a.m. and the meeting
of shareholders (the “Shareholders’ Meeting” and, together with the Debtholders’ Meeting, the
“Meetings”) in respect of the Corporation’s reduction of the stated capital of its common shares,
as a preliminary step to the Transaction, will be held on July 23, 2020 at 11:00 a.m.
As previously announced, the Meetings will be held in a virtual only format as a result of the impact
of the COVID-19 pandemic and the need to ensure the health and welfare of the Corporation’s
securityholders, employees and other stakeholders. Debtholders and Shareholders are
encouraged to review the June 29 News Release for additional information in respect of th e
Meetings.
Sherritt strongly encourages all Debtholders and Shareholders to vote by proxy at the upcoming
Meetings by submitting their duly completed proxies or voting instruction s prior to the Voting
Deadline in accordance with the instructions contained in the applicable proxies, voting forms or
voting information and election forms.
Banks, brokers or other intermediaries (each an “ Intermediary”) that hold Existing Notes or
common shares of Sherritt on a securityholder’s behalf may have internal deadlines that require
such securityholders to submit their votes by an earlier date in advance of the Early Consent Date
and/or the Voting Deadline, as applicable, and may have internal requirements for the submission
of voting instructions. Such securityholders are encouraged to contact their Intermediaries
directly to confirm any such internal deadlines or voting instruction requirements.
Debtholders and Shareholders who have already submitted their voting instructions do not need
to re -submit their voting instructions, unless they wish to change their voting instructions.
Debtholders and Shareholders may wish to confirm with their respective Intermediaries that their
previously submitted voting instructions have been properly recorded by their Intermediaries.
Additional information and materials in respect of the Transaction are available on Sherritt’s profile
on SEDAR (www.sedar.com) and Sherritt’s website under its “Balance Sheet Initiative – Details”
page ( https://www.sherritt.com/English/Investor-Relations/Balance-Sheet-Initiative-
Details/default.aspx).
Debtholders and Shareholders with questions may also contact Kingsdale Advisors, the
Corporation’s Proxy, Information and Exchange Agent, by telephone at 1-800-749-9197 or 416-
867-2272, or by email at [email protected].
This news release is not an offer of securities for sale in the United States. The securitie s to be
issued pursuant to the 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 Transaction
will be issued and distributed in reliance on 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 the mining and refining of nickel and cobalt from lateritic ores with
projects, operations and investments in Canada, Cuba and Madagascar. The Corporation is the
largest independent energy producer in Cuba, with extensive oil and power operations across the
island. Sherritt licenses its proprietary technologies and provides metallurgical services to mining
and refining operations worldwide. The Corporation’s common shares are listed on the Toronto
Stock Exchange under the symbol “S”.
For more information, please contact:
Joe Racanelli, Director of Investor Relations
Telephone: 416-935-2457
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 terms of the Transaction, eligibility for Noteholder Early Consent Cash Consideration;
additional Debtholder votes in respect of the Plan of Arrangement; the holding and timing of, and
matters to be considered at the Meetings, as well as with respect to voting at such Meetings; the
deadlines for submitting proxies, voting instructions and elections; and the potential impact of
COVID-19 on the Meetings.
Forward-looking statements are not based on historic facts, but rather on current expectations,
assumptions and projections about future events, including matters relating to the proposed
Transaction; commodity and product prices and demand; the level of liquidity; production results;
realized prices for production; earnings and revenues; and certain objectives, goals and plans.
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 prove to be accurate, that those assumptions may not be
correct and that actual results or payments 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 Transaction; the ability of the
Corporation to achieve its financial goals; the ability of the Corporation to operate in the ordinary
course during the CBCA proceedings, including with respect to satisfying obligations to service
providers, suppliers, contractors and employees; the ability of the Corporation to continue as a
going concern; the ability of the Corporation to continue to realize its assets and discharge its
liabilities and commitments; the Corporation’s future liquidity position, and access to capital, to
fund ongoing operations and obligations (including debt obligations); the ability of the Corporation
to stabilize its business and financi al condition; the ability of the Corporation to implement and
successfully achieve its business priorities; the ability of the Corporation to comply with its
contractual obligations, including, without limitation, its obligations under debt arrangements; the
general regulatory environment in which the Corporation operates; the tax treatment of the
Corporation and the materiality of any legal and regulatory proceedings; the general economic,
financial, market and political conditions impacting the industry a nd markets in which the
Corporation operates; the ability of the Corporation to sustain or increase profitability, fund its
operations with existing capital and/or raise additional capital to fund its operations; the ability of
the Corporation to generate sufficient cash flow from operations; the impact of competition; the
ability of the Corporation to obtain and retain qualified staff, equipment and services in a timely
and efficient manner (particularly in light of the Corporation’s efforts to restructure its debt
obligations); the ability of the Corporation to retain members of the senior management team,
including but not limited to, the officers of the Corporation; and the impact on business operations
of the Corporation resulting from the COVID-19 pandemic and the responses of government and
the public to the pandemic, matters relating to the Meetings, including attending such Meetings
and the timing thereof, and the implementation of the Transaction and timing thereof. Readers
are cautioned that the fo regoing list of factors is not exhaustive and should be considered in
conjunction with the risk factors described in this news release and in the Corporation’s other
documents filed with the Canadian securities authorities, including without limitation the
Management’s Discussion and Analysis of the Corporation for the year ended December 31,
2019, the Management’s Discussion and Analysis of the Corporation for the three months ended
March 31, 2020, and the Annual Information Form of the Corporation dated M arch 19, 2020 for
the period ending December 31, 2019, which are available on SEDAR at www.sedar.com.
The Corporation may, from time to time, make oral forward-looking statements. The Corporation
advises that the above paragraph 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.