Sherritt Announces Update on Noteholder Support for its Previously Announced CBCA Transaction
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
Sherritt Announces Update on Noteholder Support for its Previously
Announced CBCA Transaction
TORONTO, March 28, 2025 – Sherritt International Corporation (“Sherritt” or the “Corporation”)
(TSX:S) announced today an update on the level of support received from Noteholders (as
defined below) in connection with Sherritt’s 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, as
amended, under the Canada Business Corporations Act (the “ CBCA Plan ”). The CBCA
Transaction is described in the Corporation’s management information circular dated March 4,
2025 (the “Circular”) and the Corporation’s news release issued on March 4, 2025 (the “March
4 News Release”).
As of today at 5:00 p.m., 99.99% of the votes cast by holders (“Senior Secured Noteholders”)
of the Corporation’s outstanding 8.50% senior second lien secured notes due November 30, 2026
(the “Senior Secured Notes”), representing in aggregate approximately $185.7 million of the
outstanding Senior Secured Notes , and 94.52% of the votes cast by holders (“Junior
Noteholders” and together with the Senior Secured Noteholders, “ Noteholders”) of the
Corporation’s outstanding 10.75% unsecured PIK option notes due August 31, 2029 (the “Junior
Notes” and together with the Senior Secured Notes, the “ Existing Notes”), representing in
aggregate approximately $52.8 million of Junior Notes, have been cast in favour of the approval
of the CBCA Plan.
These interim results do not reflect additional votes that may be cast by Senior Secured
Noteholders and Junior Noteholders by the voting deadline of 5:00 p.m. (Toronto time) on April 2,
2025 (the “Voting Deadline”).
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 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 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.
Pursuant to an Interim Order of the Ontario Superior Court of Justice (Commercial List) (the
“Court”) dated March 4, 2025, Sherritt has the right to seek, as part of its application for the final
order approving the CBCA Plan or otherwise, that the Court treat all Noteholders as a single class
for the purpose of voting on the CBCA Plan.
Additional Information
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).
Noteholders with any questions or requests for further information regarding the CBCA
Transaction or voting at the Noteholders’ Meetings 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 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 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, 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 voti ng 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 the 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, commodity and product prices and demand; the level of liq uidity and access to
funding; share price volatility; production results; realized prices for production, earnings and
revenues; global demand for electric vehicles and the anticipated corresponding demand for
cobalt and nickel; the commercialization of ce rtain 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, goals and plans for 2025. By their nature, forw ard-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 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 ability 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 Subsequent 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 commodities; 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 matters; 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 required 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 c ost 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; variability 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 equipment
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; intere st rate changes; risks in obtaining 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 limitation 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 24, 2025 for the period ending
December 31, 2024, which are available 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.