2022-05-24 | TSX:S | Press release

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NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR RELEASE IN THE UNITED STATES

Sherritt International Corporation (“Sherritt” or the “society”) (TSX:S) reminds Holders (the “Ticket holders”) of the Company’s outstandings’(i) 8.50% Senior Second Lien Secured Notes Due 2026 (the “Secure tickets”) and (ii) 10.75% Unsecured PIK Option Notes due 2029 (the “Junior ratings”, and collectively with Secured Securities, the “Remarks”) from the original expiry date of June 1, 2022 (the “Original expiry date”) for the amended Dutch auction previously announced by the Company in respect of the secured notes (the “Dutch Secure Ticket Auction”) and public tender offer at a fixed price relating to the Junior Notes (the “Junior Notes Fixed Price Tender Offer” and, with the Secured Notes Dutch Auction, the “Offers” or the “Transaction”) for an aggregate cash consideration of up to $50 million (the “Maximum consideration amount”), excluding accrued and unpaid interest on purchased secured notes. The original expiration date and additional related information regarding the offerings was previously announced by the Company in its press release dated May 11, 2022 (the “Press release of May 11”).

As further described in Sherritt’s offer to purchase dated May 11, 2022 (the “Bid”) and the May 11 press release, the offers expire at 5:00 p.m. (Toronto time) on the original expiration date, unless the offers are extended by Sherritt until 5:00 p.m. (Toronto time) on June 15, 2022 (the “Extended expiration date”), as such date and time may be extended or terminated earlier by Sherritt. Noteholders who validly deposit and do not withdraw their Notes prior to 5:00 p.m. (Toronto time) on the original Expiry Date, as such date and time may be extended or terminated earlier by Sherritt, and whose Notes are purchased by Sherritt pursuant to the applicable Offer, will be entitled to additional cash consideration of $30 per $1,000 principal amount of Notes purchased (the “Amount of the consideration for the initial participation”) for the purchase of these Notes, payable on the applicable settlement date (as described in the Offer to Purchase). Noteholders should review the Offer to Purchase in detail for additional information.

Pursuant to the transaction, Sherritt will purchase all subordinate notes validly tendered under the fixed price tender offer for subordinate notes and not withdrawn prior to 5:00 p.m. (Toronto time) on the original expiry date. (there “Initial Junior Ticket Purchase”), subject to the terms and conditions set forth in the Offer to Purchase, and then have the option to purchase Secured Notes validly tendered and not withdrawn in the Dutch Secured Notes Auction before 5:00 p.m. Toronto) on Original Expiry Date (the “Option to purchase Guaranteed Initial Expiry Notes”), subject to (i) Sherritt’s satisfaction of the Settlement Price (as defined and discussed in the Offer to Purchase) for such Secured Notes, (ii) the Maximum Consideration Amount (taking into account of the original purchase of Junior Tickets) and (iii) the terms and conditions set forth in the Offer to Purchase. The settlement date for Notes purchased by Sherritt pursuant to the Initial Purchase of Subordinated Notes and/or the Option to Purchase Guaranteed Initial Expiry Notes will be the date that is three Business Days after the Initial . Subordinate Notes validly deposited and not withdrawn prior to 5:00 pm (Toronto time) on the Initial Expiration Date will have priority of acceptance over Secured Notes validly deposited and not withdrawn prior to the Initial Expiry Date.

If Sherritt exercises the option to purchase Secured Notes at Initial Expiration, the transaction will not be extended beyond the Initial Expiration Date until the Extended Expiration Date. If Sherritt does not exercise the option to purchase Secured Initial Expiry Notes, Sherritt may extend the Offers beyond the Initial Expiry Date to the Extended Expiry Date, which may be extended or terminated earlier by Sherritt, as described in the offer to purchase.

Noteholders who do not validly tender their Notes prior to the Initial Expiry Date will not be entitled to receive the amount of the Initial Participation Consideration and will not be able to tender their Notes if Sherritt exercises the option to purchase tickets guaranteed at initial expiration and does not extend offers beyond the original expiration date.

The Transaction is subject to the terms and conditions described in the Offer to Purchase. The above dates and times are subject, as applicable, to Sherritt’s right to extend, reopen, modify and/or terminate offers, subject to applicable law. Noteholders should be aware that their broker, dealer, commercial bank, trust company or other intermediary (each an “Intermediary””) will establish its own deadlines for entering into or withdrawing from Offers. Noteholders are encouraged to contact their Intermediary directly to confirm these internal deadlines.

Additional information regarding the original expiry date and the transaction is detailed in the May 11 press release and tender offer.

National Bank Financial Markets ([email protected] or (416) 869-8635) acts as broker-manager, Kingsdale Advisors ([email protected] or 1-800-749-9052) acts as custodian and information agent, and Goodmans LLP is acting as legal counsel to Sherritt in connection with the transaction. A copy of the offer to purchase may be obtained by contacting National Bank Financial Markets or Kingsdale Advisors at the coordinates above.

The offers are made solely by and pursuant to the terms of the offer to purchase and the information contained in this press release is qualified by reference to the offer to purchase. Neither Sherritt, National Bank Financial Markets nor Kingsdale Advisors is making any recommendation as to whether Holders should tender or hold their Notes pursuant to the Offers. Sherritt may modify, extend or terminate any of the offers at its sole discretion and subject to applicable law.

This press release does not constitute a notice of redemption under the redemption provisions of the indentures governing the Notes, nor does it constitute or form part of an offer or invitation to buy or sell, or a solicitation of an offer to buy or sell, the Notes or any other security in any other country, nor any part thereof, nor the fact of its release, shall form the basis of, or be relied upon or connected with to a contract to that effect.

About Sherritt

Sherritt is a world leader in the use of hydrometallurgical processes to extract and refine nickel and cobalt, metals essential to an electric future. Its Technologies Group creates innovative and proprietary solutions for natural resource-based industries worldwide to improve environmental performance and increase economic value. Sherritt has embarked on a multi-pronged growth strategy focused on increasing nickel and cobalt production by up to 20% from 2021 and extending the Moa mine life beyond beyond 2040. The Company is also the largest independent energy producer in Cuba. Sherritt’s common shares are listed on the Toronto Stock Exchange under the symbol “S”.

Forward-looking statements

Certain statements and other information included in this press release constitute “forward-looking information” or “forward-looking statements” (collectively, “forward-looking statements””) under applicable securities laws (these statements are often accompanied by words such as “anticipate””, “expect””, “expect””, “believe” ; » ;, “estimate”, “intend” or other similar words). All statements contained in this press release, other than those relating to historical information, are forward-looking statements, including, but not limited to, the amount of Secured Notes and/or Junior Notes to be purchased under the offers; the time periods, determination dates and settlement dates specified herein with respect to the Offers; increase, decrease or eliminate the maximum consideration amount; and payment of accrued and unpaid interest. The forward-looking statements contained in this press release are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from these forward-looking statements. The main risks and uncertainties are set out in the offer to purchase and in the company’s reports filed with the Canadian securities authorities, including, without limitation, the “Risk Factors” in the Company’s Annual Information Form. the Company dated March 24, 2022 for the fiscal year ended December 31, 2021 and the “Risk Management” sections of the Company’s MD&A for the first quarter ended March 31, 2022 and the fiscal year ended December 31, 2021 , all of which are available on SEDAR at www.sedar.com. As such, undue reliance should not be placed on these forward-looking statements.

The forward-looking information and statements contained in this press release are made as of the date hereof, and the Company undertakes no obligation to publicly update or revise any oral or written forward-looking information or statement, 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.

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