Sherritt Obtains Final Court Order Approving CBCA Transaction to Extend Debt Maturities and Strengthen its Capital Structure
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OR FOR DISSEMINATION IN THE UNITED STATES
Sherritt Obtains Final Court Order Approving CBCA Transaction to
Extend Debt Maturities and Strengthen its Capital Structure
TORONTO, April 9, 2025 – Sherritt International Corporation (“ Sherritt” or the “Corporation”)
(TSX:S) announced today that, in connection with the Corporation’s previously announced
transaction to extend the maturities of the Corporation’s notes obligations and strengthen the
Corporation’s capital structure (the “CBCA Transaction”), the Corporation has obtained a final
order from the Ontario Superior Court of Justice (Commercial List) approving the plan of
arrangement under the Canada Business Corporations Act (the “CBCA Plan”) pursuant to which
the CBCA Transaction is being implemented.
As previously announced, the CBCA Plan was approved by holders of the Corporation’s
outstanding 8.50% senior second lien secured notes due 2026 (the “Senior Secured
Noteholders”) and holders of the Corporation’s outstanding 10.75% unsecured PIK option notes
due 2029 (the “Junior Noteholders ” and together with the Senior Secured Noteholders, the
“Noteholders”) at separate meetings of the Senior Secured Noteholders and Junior Noteholders
held on April 4, 2025.
The CBCA Transaction will be completed as soon as practicable , subject to the satisfaction or
waiver of all other conditions precedent to the CBCA Plan. Upon implementation, the CBCA Plan
will bind the Corporation and all Noteholders.
In addition, as described in the Corporation’s management information circular dated March 4,
2025 (the “ Circular”), subject to the implementation of the CBCA Plan and the satisfaction or
waiver of the other conditions precedent to the implementation of the Corporation’s previously
announced Subsequent Exchange Transaction (as defined in the Circular), the Corporation
intends to complete the Subsequent Exchange Transaction immediately following the
implementation of the CBCA Plan. The Toronto Stock Exchange has today conditionally approved
for listing up to an additional 99,000,000 common shares of Sherritt in connection with the
Subsequent Exchange Transaction.
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 env ironmental, 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 failure to timely satisfy the conditions of the CBCA Transaction or
to otherwise complete the CBCA Transaction; the ability of t he Corporation to receive all
necessary approvals in order to complete the Subsequent Exchange Transaction; failure to timely
satisfy the conditions of the Subsequent Exchange Transaction or to otherwise complete the
Subsequent Exchange 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 distr ibutions (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; polit ical,
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 forei gn 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 gree nhouse 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 a nd 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, processi ng 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 ge neration; 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 t he 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 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.