SC2 RESPONDS TO SHERRITT AND REMINDS SHAREHOLDERS TO VOTE AGAINST INCUMBENT DIRECTORS
SC2 is disappointed, but not surprised, that Sherritt's leadership has elected to pursue a campaign of misinformation, attempting to entrench itself by distracting Sherritt shareholders from the real and pervasive issues facing Sherritt.
In the Letter, the Sherritt board states that it has made 'significant progress' in delivering value to Sherritt shareholders. However, Sherritt's long-term performance tell a different story. Since September 2011, Sherritt's share price has declined by approximately 97%; Sherritt shareholders have experienced two rounds of equity dilution; Sherritt bondholders have undergone two restructurings; and both production and cash reserves have reached historic lows. In SC2's view, Sherritt's generous executive compensation arrangements do not reflect these facts. SC2 intends, therefore, to vote against all the incumbent members of the Sherritt board at the upcoming Annual and Special Meeting of Shareholders to be held on June 10, 2025 (the 'Meeting'), and encourages other Sherritt shareholders to do the same.
The Letter also makes numerous false claims about SC2 and its affiliate, Seablinc Canada Inc. ('Seablinc'), and SC2 wishes to clarify two important points:
The Letter fails to address several important concerns raised by SC2 regarding ongoing operational challenges, questionable corporate governance practices, and the lack of a clearly articulated long-term strategy to enhance shareholder value.
The information in this news release may constitute a solicitation of a proxy under corporate and securities laws. Accordingly, SC2 is providing the disclosure required under the Canada Business Corporations Act and section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations in accordance with securities laws applicable to public broadcast solicitations.
This news release and any solicitation made by SC2 in advance of the Meeting is, or will be, as applicable, made by SC2, and not by or on behalf of the management of Sherritt. All costs incurred for any solicitation will be borne by SC2, except that, subject to corporate and securities laws, SC2 may seek reimbursement from Sherritt for its out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with the solicitation.
SC2 is not soliciting proxies in connection with the Meeting at this time. SC2 may solicit proxies pursuant to an information circular sent to shareholders, after which solicitations may be made by or on behalf of SC2, by mail, telephone, fax, email or other electronic means as well as by newspaper or other media advertising, and in person by directors, officers and employees of SC2, who will not be specifically remunerated for the solicitation. SC2 may also solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under corporate and securities laws, conveyed by way of public broadcast, including through news releases, speeches, or publications, and by any other manner permitted under Canadian corporate and securities laws. SC2 may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on its behalf.
SC2 is not requesting that shareholders submit proxies at this time. If SC2 commences a formal solicitation of proxies in connection with the Meeting, any proxy may be revoked by instrument in writing by the shareholder giving the proxy or by its duly authorized officer or attorney, or in any other manner permitted by law and the articles of Sherritt. None of SC2 or, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, (a) in any transaction since the beginning of Sherritt's most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Sherritt or any of its subsidiaries, or (b) by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the Meeting other than the election of directors or the appointment of auditors.
Sherritt's head office address is Bay Adelaide Centre, East Tower, 22 Adelaide Street West, Suite 4220, Toronto, ON M5H 4E3. A copy of this news release may be obtained on Sherritt's SEDAR+ profile at www.sedarplus.ca.
SC2 is a shareholder of Sherritt. SC2 advocates for board accountability, operational discipline, and the creation of long-term value for all of Sherritt's stakeholders. SC2's affiliate, Seablinc Canada Inc., is a proud supplier to the Moa in Cuba.
SOURCE SC2 Inc.
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