Sherritt Reminds Stakeholders of Upcoming Early Consent Date and Key Dates in connection with its Previously Announced Transaction
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
Sherritt Reminds Stakeholders of Upcoming Early Consent Date and
Key Dates in connection with its Previously Announced Transaction
TORONTO, July 8, 2020 – Sherritt International Corporation (“ Sherritt” or the “ Corporation”)
(TSX:S) reminds 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”) of the extended
early consent date of July 13 , 2020 (the “ Early Consent Date”) in connection with the
Corporation’s previously announced transaction to improve its capital structure (the
“Transaction”) to be implemented pursuant to a corporate plan of arrangement (the “Plan of
Arrangement”) under the Canada Business Corporations Act (the “CBCA”). The Early Consent
Date of July 13, 2020 and additional related information was previously announced by the
Corporation in its news release issued on June 29, 2020 (the “June 29 News Release”).
As further described in the Corporation’s management information circular dated March 6, 2020
(the “Information Circular”) and the June 29 News Release , in order for a Noteholder to be
eligible to receive 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 Noteholder on the implementation date of the Plan of Arrangement (the
“Noteholder Early Consent Cash Consideration”) as additional consideration for the exchange
of its Existing Notes pursuant to the Plan of Arrangement, such Noteholder must 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 extended Early Consent Date of July 13, 2020, as such date may
be further extended by Sherritt, and otherwise comply with the terms of the Plan of Arrangement.
Noteholders should review the Information Circular in detail for additional information.
Any Noteholder tha t 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 pursuan t to
the Plan of Arrangement.
Sherritt also reminds Noteholders and holders of the Corporation’s obligations under its Ambatovy
Joint Venture partner loans (the “ CFA Lenders ” and together with the Noteholders, the
“Debtholders”) of the extended voting deadline of 5:00 p.m. (Toronto time) on July 21, 2020 (the
“Voting Deadline”) in connection with the Transaction.
Holders of the Corporation’s common shares (the “Shareholders”) are also reminded of the
Voting Deadline of 5:00 p.m. (Toronto time) on July 21, 2020 in connection with Sherritt’s
reduction of the stated capital of its common shares (the “Stated Capital Reduction”), which is
a preliminary step to the implementation of the Transaction.
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.
As also announced by the Corporation in its June 29 News Release , the meeting of the
Debtholders (the “Debtholders’ Meeting”) to consider and vote upon a resolution to approve the
Plan of Arrangement to implement the Transaction (the “ Debtholders’ Arrangement
Resolution”), and the meeting of the Shareholders (the “Shareholders’ Meeting”, and together
with the Debtholders’ Meeting, the “Meetings”) to consider and vote upon a resolution to approve
the Stated Capital Reduction (the “Stated Capital Reduction Resolution”), are now scheduled
to be held on July 23, 2020 and will be held in virtual only format in light of the circumstances
relating to the COVID -19 pandemic. The Debtholders’ Meeting is scheduled to begin at 10:00
a.m. (Toronto time) and the Shareholders ’ Meeting is scheduled to begin at 11:00 a.m.
(Toronto time).
The board of directors of Sherritt recommends that the Debtholders support and vote in favour of
the Transaction and that Shareholders support and vote in favour of the Stated Capital Reduction.
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. Debtholders and Shareholders who have already cast their
votes in respect of the Debtholders’ Arrangement Resolution or the Stated Capital Reduction
Resolution, respectively, do not need to re-submit their votes, unless they wish to change their
votes. 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 relating to voting in advance of or at the Meetings is set out in detail in the
June 29 News Release.
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 about the Transaction, the Stated Capital
Reduction, eligibility for Noteholder Early Consent Cash Consideration, or voting at the applicable
Meeting 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
This news release is not an offer of securities for sale in the United States. The securities 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 and the effect of its implementation, eligibility for Noteholder
Early Consent Cash Consideration; the anticipated Stated Capital Reduction and the effect
thereof; 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 o bjectives, 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 empl oyees; 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 financial condition; the ability of the Corporation to implement and
successfully achieve its business priorities; the ability o f 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 and markets in which the
Corporation operates; the ability of the Corporation to sustain or increase profitability, fund i ts
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 qual ified 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 attendin g such Meetings
and the timing thereof, and the implementation of the Transaction and timing thereof. Readers
are cautioned that the foregoing 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 March 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 ma de 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.