Sherritt Noteholders Approve CBCA Transaction to Extend Debt Maturities and Strengthen its Capital Structure
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
Sherritt Noteholders Approve CBCA Transaction to Extend Debt
Maturities and Strengthen its Capital Structure
TORONTO, April 4, 2025 – Sherritt International Corporation (“Sherritt” or the “Corporation”)
(TSX:S) announced today that holders (“Senior Secured Noteholders”) of the Corporation’s
outstanding 8.50% senior second lien secured notes due November 30, 2026 (the “Senior
Secured Notes”) and 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”) approved, at separate meetings of the Senior
Secured Noteholders and Junior Noteholders held today, the Corporation’s previously announced
transaction (the “ CBCA Transaction”) to extend the maturities of the Corporation’s notes
obligations and strengthen the Corporation’s capital structure to be implemented pursuant to a
corporate plan of arrangement, as amended (the “CBCA Plan), under the Canada Business
Corporations Act . The CBCA Transaction is described in the Corporation’s management
information circular dated March 4, 2025 (the “Circular”) and the amendment thereto is described
in the Corporation’s news release issued on March 21, 2025.
Holders of approximately 84% of the total principal amount of outstanding Senior Secured Notes
were represented at the meeting of Senior Secured Noteholders, with 99.67% of the votes cast
in favour of the CBCA Plan, and holders of approximately 80% of the total principal amount of
outstanding Junior Notes were represented at the meeting of Junior Noteholders, with 93.75% of
the votes cast in favour of the CBCA Plan.
Sherritt and its subsidiary, 16743714 Canada Inc. (together, the “Applicants”), intend to seek
approval of the CBCA Plan by the Ontario Superior Court of Justice (Commercial List) (the
“Court”) at a hearing currently scheduled for 10:00 a.m. (Toronto time) on April 9, 2025. Subject
to obtaining Court approval of the CBCA Plan and the satisfaction or waiver of the other conditions
to the implementation of the CBCA Plan, it is expected that the CBCA Transaction will be
completed as soon as practicable . Upon implementation, the CBCA Plan would bind all
Noteholders of the Corporation.
As part of seeking Court approval of the CBCA Plan, the Applicants will seek a permanent waiver
of potential defaults resulting from the commencement of the CBCA proceedings or the steps or
transactions related to the CBCA proceedings or the CBCA Transaction, on the terms set forth in
the CBCA Plan.
In addition, as described in the Circular, subject to the implementation of the CBCA Plan and the
satisfaction or waiver of the other conditions to the implementation of the Corporation’s previously
announced Subsequent Exchange Transaction (as defined in the Circular), the Company expects
to complete the Subsequent Exchange Transaction immediately following the implementation of
the CBCA Plan.
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 Corporation’s intent to extend debt
maturities and improve its capital structure 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, 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 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; 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), in cluding 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 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;
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; interest 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.