Latest news with #Seablinc
National Post
5 days ago
- Business
- National Post
Leading Independent Proxy Advisor ISS Recommends Sherritt Shareholders Vote FOR All Resolutions and Director Nominees
Article content Article content Warning: Self-interested shareholder SC2 Inc., an affiliate of Seablinc Canada Inc., a supplier to the Moa JV, seeks control of Sherritt for its own gain, without a credible plan or a premium, risking the Corporation's financial stability and strategic goals Sherritt's Board urges shareholders to vote FOR all resolutions and nominees well in advance of the proxy voting deadline on Friday, June 6, 2025, at 10:00 a.m. (Eastern Time) For assistance voting, contact Kingsdale Advisors at 1-866-229-8263 (toll-free in North America) or (437) 561-5030 (text and collect calls outside of North America) or at contactus@ For more detailed information, including a letter to shareholders from Sherritt's Board Chairman, please visit TORONTO — Sherritt International Corporation ('Sherritt' or the 'Corporation') (TSX:S), a world leader in using hydrometallurgical processes to mine and refine nickel and cobalt – metals deemed critical for the energy transition – today reported that Institutional Shareholder Services Inc. ('ISS') has recommended that shareholders vote FOR all resolutions and director nominees ahead of the upcoming Annual and Special Meeting of Shareholders. Article content ISS is a leading independent proxy advisor, who carefully reviews the information regarding upcoming shareholder meetings and then makes a voting recommendation. ISS is the second leading independent proxy advisor to recommend that shareholders vote FOR all resolutions. Glass, Lewis & Co. LLC previously recommended shareholders vote FOR all resolutions, recognizing the significant progress Sherritt has made under its current Board and management team. Article content SC2 Inc. ('SC2') has publicly stated its intent to withhold support for all incumbent director nominees. However, SC2 is far from a typical shareholder. It was created to obscure the fact that Seablinc Canada Inc. ('Seablinc'), a significant supplier to Sherritt's Moa Joint Venture, is behind its campaign to remove and replace the Corporation's incumbent directors. SC2's actions appear to be the first step in Seablinc's broader agenda to secure a more lucrative supplier arrangement with the Moa Joint Venture, prioritizing its own commercial interests over the long-term success of the Corporation. Article content Adding to the concern, SC2 has entered into an agreement with a third party that has the effect of limiting its upside on nearly 75% of its Sherritt shares. Under this agreement, SC2 granted an irrevocable option for a third party to acquire up to 30,000,000 of its Sherritt shares at a fixed price of $0.17 per share between August 1, 2025, and May 1, 2026. This arrangement demonstrates that SC2 has effectively borrowed shares to gain influence without a long-term commitment to Sherritt. Article content Such short-term, opportunistic behavior is misaligned with the interests of Sherritt's broader shareholder base and is a risk to the Corporation's financial stability and strategic goals. In a detailed letter, Sherritt exposes SC2's motives and underscores the critical importance of voting FOR all resolutions to protect the Corporation's future and sustain its strategic momentum. Shareholders can access the full letter at Article content Time is short. Sherritt's Board urges shareholders to vote FOR all resolutions and nominees in advance of the proxy voting deadline on Friday, June 6, 2025, at 10:00 a.m. (Eastern Time). Article content Shareholders requiring assistance with voting are encouraged to contact Sherritt's strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, at: Article content 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'. Article content This press 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', 'potential', 'projected', 'continue' or other similar words or phrases. Specifically, forward-looking statements in this document include, but are not limited to, statements regarding strategies, plans and estimated production amounts resulting from expansion of mining operations at the Moa JV and dividend growth from the Power division. Article content Forward-looking statements are not based on historical facts, but rather on current expectations, assumptions and projections about future events, including commodity and product prices and demand; the level of liquidity and access to funding; share price volatility; nickel, cobalt and fertilizer production results and realized prices; current and future demand products produced by Sherritt; global demand for electric vehicles and the anticipated corresponding demand for cobalt and nickel; revenues and net operating results; environmental risks and liabilities; compliance with applicable environmental laws and regulations; advancements in environmental and greenhouse 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; 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. Article content The Corporation cautions readers of this press 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, 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 JV to pay dividends; the risk to Sherritt's entitlements to future distributions (including pursuant to the Cobalt Swap) from the Moa JV; 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. Article content The Corporation, together with its Moa JV, is pursuing a range of growth and expansion opportunities, including without limitation, process technology solutions, development projects, commercial implementation opportunities, life of mine extension opportunities and the conversion of mineral resources to reserves. In addition to the risks noted above, factors that could, alone or in combination, prevent the Corporation from successfully achieving these opportunities may include, without limitation: identifying suitable commercialization and other partners; successfully advancing discussions and successfully concluding applicable agreements with external parties and/or partners; successfully attracting required financing; successfully developing and proving technology required for the potential opportunity; successfully overcoming technical and technological challenges; successful environmental assessment and stakeholder engagement; successfully obtaining intellectual property protection; successfully completing test work and engineering studies, prefeasibility and feasibility studies, piloting, scaling from small scale to large scale production, procurement, construction, commissioning, ramp-up to commercial scale production and completion; and securing regulatory and government approvals. There can be no assurance that any opportunity will be successful, commercially viable, completed on time or on budget, or will generate any meaningful revenues, savings or earnings, as the case may be, for the Corporation. In addition, the Corporation will incur costs in pursuing any particular opportunity, which may be significant. Article content 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 ended March 31, 2025 and the Annual Information Form of the Corporation dated March 24, 2025 for the period ending December 31, 2024, which is available on SEDAR+ at Article content 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 press 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 press 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. Article content Article content Article content Article content Contacts Article content For more information, please contact: Article content FGS Longview (Media Contact) Email: sherritt@ Article content Article content Article content
Associated Press
5 days ago
- Business
- Associated Press
SC2 RESPONDS TO SHERRITT AND REMINDS SHAREHOLDERS TO VOTE AGAINST INCUMBENT DIRECTORS
TORONTO, May 30, 2025 /CNW/ - SC2 Inc. ('SC2"), a significant shareholder of Sherritt International Corporation (TSX: S) ('Sherritt'), wishes to respond to Sherritt's recent letter to shareholders (the 'Letter'), a summary of which appeared in Sherritt's news release dated May 26, 2025. 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 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.
Cision Canada
5 days ago
- Business
- Cision Canada
SC2 RESPONDS TO SHERRITT AND REMINDS SHAREHOLDERS TO VOTE AGAINST INCUMBENT DIRECTORS
TORONTO, May 30, 2025 /CNW/ - SC2 Inc. (" SC2"), a significant shareholder of Sherritt International Corporation (TSX: S) (" Sherritt"), wishes to respond to Sherritt's recent letter to shareholders (the " Letter"), a summary of which appeared in Sherritt's news release dated May 26, 2025. 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: Seablinc as a long-term supplier to Moa Joint Venture ("Moa"): Seablinc is not a supplier to Sherritt; it is a proud supplier to the Moa in Cuba. Moa is owned jointly by Sherritt and its joint venture partner. Sherritt is not the operator. No independent director of Sherritt is part of Moa's leadership team or has any involvement in its procurement decisions. Furthermore, a robust bidding process has always been in place in Moa, which is required by Cuba law. Seablinc's revenues: Sherritt claims that Seablinc's revenue from the Moa has declined significantly – from approximately US$145 million in 2022 to an expected US$50 million in 2025 – SC2's advocacy for stronger governance and long term planning at Sherritt started well before any 2025 contracts were awarded. Sherritt's claim also does not account for fluctuations based on commodity prices. In 2022, for example, sulphur and fuel prices were trading at nearly double its current price. Maritime shipping costs were also significantly higher. 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. Sherritt Claim: "SC2, a shareholder affiliated with Seablinc, poses a significant conflict of interest. SC2's actions appear to prioritize Seablinc's supplier agreements over the broader interests of Sherritt shareholders." SC2 Response: This is obfuscation. Unlike the Sherritt board, SC2 does not have a fiduciary duty to act in Sherritt's best interests. Nevertheless, SC2 believes it is acting in Sherritt's best interests by demanding improvements in Sherritt's operations, financial performance, and corporate governance practices. In addition, there are no grounds whatsoever for the assertion that SC2 seeks to prioritize Seablinc's supplier agreements over the broader interests of Sherritt shareholders. SC2 has never once raised the topic of Seablinc's supplier agreements with the Sherritt board. Sherritt Claim: "During SC2's past investor meetings with Sherritt, a Seablinc representative and former Sherritt employee, led the meetings." SC2 Response: There has only ever been one investor meeting between Sherritt and SC2, and a Seablinc representative was present because Seablinc and SC2 are affiliates. Sherritt Claim: "Rather than competing fairly, SC2 and Seablinc are attempting to take control of your Company to reverse these losses while ignoring potential severe implications for other shareholders. For example, changing all or substantially all of the Board could cause defaults under key agreements and could materially affect or accelerate certain material debt obligations." SC2 Response: SC2 and Seablinc are not attempting to take control of Sherritt. First, as disclosed in its Early Warning Report dated December 10, 2024, SC2 acquired Sherritt shares for investment purposes. Second, neither SC2 nor Seablinc has nominated or has any intention of nominating any individuals to the Sherritt board at the Meeting. Third, SC2 is intending to vote against the incumbent Sherritt directors at the Meeting to express its dissatisfaction with Sherritt's poor financial and operational performance. A vote against the incumbent Sherritt directors will have no effect whatsoever on any purported attempt by SC2 or Seablinc to take control of Sherritt. Sherritt Claim:"SC2's first act upon incorporation in April 2024 was to launch a mini-tender for Sherritt shares which was ultimately unsuccessful." SC2 Response: SC2 made an offer to acquire up to 21,621,621 Sherritt shares, at a 19.4% premium to the then current market price. Sherritt shareholders tendered an aggregate of 19,003,570 Sherritt shares to the offer, all of which SC2 acquired upon the expiration of the one-month tender period. Sherritt Claim: "In April 2024, a law firm acting on behalf of Seablinc emailed Sherritt stating its intention to nominate someone for election as a director. This attempt failed, with no formal nomination made." SC2 Response: In April 2024, a law firm acting on behalf of Seablinc provided a notice of Seablinc's intention to nominate an individual to the Sherritt board at the Annual Meeting of Shareholders that was held on May 9, 2025. Seablinc withdrew the notice after learning of a support agreement between Sherritt and another Sherritt shareholder relating to the nomination of directors. Sherritt Claim: "Seablinc first approached Sherritt as an investor during a critical time – right in the final stages of the Moa Joint Venture bid process for a major input commodity contract. This timing was not a coincidence. It appears Seablinc was using its shareholder status to pressure Sherritt into awarding them the contract, attempting to influence the decision by presenting themselves as an investor with leverage." SC2 Response: Seablinc approached Sherritt to address the disconnect between the reality of Sherritt's "on the ground" performance and its public messaging. Seablinc also approached Sherritt to express concerns about Sherritt's misunderstanding of the sulphur market and the Panama Canal crisis, risking production losses at time when Sherritt was hemorrhaging cashflow. At no point did Seablinc attempt to influence or interfere in the bid process. Sherritt Claim: "In January 2023, Seablinc alleged there was unlawful activity being conducted by a rival supplier. An investigation by independent third parties confirmed no unlawful activity occurred. This caused distraction and costs for Sherritt and the rival supplier." SC2 Response: In January 2023, Seablinc informed Sherritt of a sulphur transaction involving material loaded from Saint Petersburg, Russia. The sulphur was transloaded through a European port before being shipped to Moa. Seablinc raised its concerns in good faith, given the potential consequences of the sulphur transaction under laws relating to economic sanctions and import and export controls, and broader reputational considerations, particularly in light of Sherritt's operations in Fort Saskatchewan, Alberta, a community with deep Ukrainian-Canadian ties. Seablinc maintains documentary evidence of the sulphur transaction and remains willing to share the evidence with the Sherritt board for further review. Sherritt Claim: "SC2 knowingly made an invalid requisition of a special meeting in January 2025 and chose not to comply with the law." SC2 Response: In January 2025, SC2 and funds managed by Ewing Morris & Co. Investment Partners Ltd. requisitioned a special meeting of shareholders. Sherritt rejected the requisition seemingly in reliance on a single, long-outdated, and entirely distinguishable legal case. The assertion that SC2 chose not to comply with the law is potentially defamatory and seriously calls into question the judgment of the Sherritt board. Sherritt Claim: "SC2's actions are concerning as it has not disclosed its full intentions, and it effectively borrowed shares to gain influence without a long-term commitment to Sherritt. A third party holds an irrevocable option to acquire almost 75% of SC2's common shares of Sherritt at any time between August 1, 2025 and May 1, 2026, indicating SC2's short-term and opportunistic interests are not aligned with value creation for all shareholders." SC2 Response: As disclosed in its Early Warning Report dated December 10, 2024, SC2 acquired Sherritt shares for investment purposes. The call options to which SC2 is a party are consistent with those investment purposes. Furthermore, even after excluding all the Sherritt shares that are subject to call options, SC2 still owns significantly more Sherritt shares than all of the incumbent Sherritt directors combined, a clear indication of the Sherritt board's lack of alignment with the Sherritt shareholders. Sherritt Claim: "Since 2022, Sherritt has completed two modified Dutch auction transactions to repurchase an aggregate of approximately $150 million of notes at a discount to par, reducing outstanding principal by 35%." SC2 Response: The modified Dutch auctions did not result in any material improvements to Sherritt's balance sheet since the reduction in Sherritt's long-term liabilities was matched by a corresponding decrease in cash. Since the interim period ended June 30, 2020, Sherritt's net debt (calculated using cash held in Canada) has remained relatively unchanged. Sherritt Claim: "The Slurry Preparation Plant, completed under budget in early 2024, has reduced ore haulage distances, lowered carbon intensity, and increased throughput over the life of mine." SC2 Response: Production during the most recent interim period ended March 31, 2025, was the worst in well over a decade. Sherritt Claim: "The Processing Plant, now in the commissioning phase, is expected to ramp up in 2025, increasing mixed sulphide precipitate production by 20% and filling the refinery to nameplate capacity. This will maximize profitability by displacing lower margin third-party feed and increasing overall finished nickel and cobalt production." SC2 Response: Sherritt has already substantially reduced third party feed. Sherritt also projected the expansion to yield 40.3kt of contained nickel in 2025, which is significantly different than current guidance and production during the most recent interim period ended March 31, 2025. Sherritt Claim: "[Sherritt has enhanced] bidding processes for input commodities, reducing costs and improving supplier competitiveness." SC2 Response: On the one hand, Sherritt claims to have optimized procurement processes, but on the other hand, blames recent poor production on "supply chain delays". We also highlight the sharp increase in costs since 2022. Sherritt Claim: "The Sherritt board has undergone significant renewal, with five of six independent directors joining in the past four years including three who joined since March of last year. The Board brings critical expertise in mining, finance, diplomacy, ESG, and governance." SC2 Response: Recent changes to the Sherritt board raises legitimate corporate governance concerns. Two independent directors recently stepped down, one after less than a year, and the other after less than two years. Sherritt shareholders deserve to know why. Additional Information 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 Cuba.
Yahoo
5 days ago
- Business
- Yahoo
SC2 RESPONDS TO SHERRITT AND REMINDS SHAREHOLDERS TO VOTE AGAINST INCUMBENT DIRECTORS
TORONTO, May 30, 2025 /CNW/ - SC2 Inc. ("SC2"), a significant shareholder of Sherritt International Corporation (TSX: S) ("Sherritt"), wishes to respond to Sherritt's recent letter to shareholders (the "Letter"), a summary of which appeared in Sherritt's news release dated May 26, 2025. 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: Seablinc as a long-term supplier to Moa Joint Venture ("Moa"): Seablinc is not a supplier to Sherritt; it is a proud supplier to the Moa in Cuba. Moa is owned jointly by Sherritt and its joint venture partner. Sherritt is not the operator. No independent director of Sherritt is part of Moa's leadership team or has any involvement in its procurement decisions. Furthermore, a robust bidding process has always been in place in Moa, which is required by Cuba law. Seablinc's revenues: Sherritt claims that Seablinc's revenue from the Moa has declined significantly – from approximately US$145 million in 2022 to an expected US$50 million in 2025 – SC2's advocacy for stronger governance and long term planning at Sherritt started well before any 2025 contracts were awarded. Sherritt's claim also does not account for fluctuations based on commodity prices. In 2022, for example, sulphur and fuel prices were trading at nearly double its current price. Maritime shipping costs were also significantly higher. 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. Sherritt Claim: "SC2, a shareholder affiliated with Seablinc, poses a significant conflict of interest. SC2's actions appear to prioritize Seablinc's supplier agreements over the broader interests of Sherritt shareholders." SC2 Response: This is obfuscation. Unlike the Sherritt board, SC2 does not have a fiduciary duty to act in Sherritt's best interests. Nevertheless, SC2 believes it is acting in Sherritt's best interests by demanding improvements in Sherritt's operations, financial performance, and corporate governance practices. In addition, there are no grounds whatsoever for the assertion that SC2 seeks to prioritize Seablinc's supplier agreements over the broader interests of Sherritt shareholders. SC2 has never once raised the topic of Seablinc's supplier agreements with the Sherritt board. Sherritt Claim: "During SC2's past investor meetings with Sherritt, a Seablinc representative and former Sherritt employee, led the meetings." SC2 Response: There has only ever been one investor meeting between Sherritt and SC2, and a Seablinc representative was present because Seablinc and SC2 are affiliates. Sherritt Claim: "Rather than competing fairly, SC2 and Seablinc are attempting to take control of your Company to reverse these losses while ignoring potential severe implications for other shareholders. For example, changing all or substantially all of the Board could cause defaults under key agreements and could materially affect or accelerate certain material debt obligations." SC2 Response: SC2 and Seablinc are not attempting to take control of Sherritt. First, as disclosed in its Early Warning Report dated December 10, 2024, SC2 acquired Sherritt shares for investment purposes. Second, neither SC2 nor Seablinc has nominated or has any intention of nominating any individuals to the Sherritt board at the Meeting. Third, SC2 is intending to vote against the incumbent Sherritt directors at the Meeting to express its dissatisfaction with Sherritt's poor financial and operational performance. A vote against the incumbent Sherritt directors will have no effect whatsoever on any purported attempt by SC2 or Seablinc to take control of Sherritt. Sherritt Claim: "SC2's first act upon incorporation in April 2024 was to launch a mini-tender for Sherritt shares which was ultimately unsuccessful." SC2 Response: SC2 made an offer to acquire up to 21,621,621 Sherritt shares, at a 19.4% premium to the then current market price. Sherritt shareholders tendered an aggregate of 19,003,570 Sherritt shares to the offer, all of which SC2 acquired upon the expiration of the one-month tender period. Sherritt Claim: "In April 2024, a law firm acting on behalf of Seablinc emailed Sherritt stating its intention to nominate someone for election as a director. This attempt failed, with no formal nomination made." SC2 Response: In April 2024, a law firm acting on behalf of Seablinc provided a notice of Seablinc's intention to nominate an individual to the Sherritt board at the Annual Meeting of Shareholders that was held on May 9, 2025. Seablinc withdrew the notice after learning of a support agreement between Sherritt and another Sherritt shareholder relating to the nomination of directors. Sherritt Claim: "Seablinc first approached Sherritt as an investor during a critical time – right in the final stages of the Moa Joint Venture bid process for a major input commodity contract. This timing was not a coincidence. It appears Seablinc was using its shareholder status to pressure Sherritt into awarding them the contract, attempting to influence the decision by presenting themselves as an investor with leverage." SC2 Response: Seablinc approached Sherritt to address the disconnect between the reality of Sherritt's "on the ground" performance and its public messaging. Seablinc also approached Sherritt to express concerns about Sherritt's misunderstanding of the sulphur market and the Panama Canal crisis, risking production losses at time when Sherritt was hemorrhaging cashflow. At no point did Seablinc attempt to influence or interfere in the bid process. Sherritt Claim: "In January 2023, Seablinc alleged there was unlawful activity being conducted by a rival supplier. An investigation by independent third parties confirmed no unlawful activity occurred. This caused distraction and costs for Sherritt and the rival supplier." SC2 Response: In January 2023, Seablinc informed Sherritt of a sulphur transaction involving material loaded from Saint Petersburg, Russia. The sulphur was transloaded through a European port before being shipped to Moa. Seablinc raised its concerns in good faith, given the potential consequences of the sulphur transaction under laws relating to economic sanctions and import and export controls, and broader reputational considerations, particularly in light of Sherritt's operations in Fort Saskatchewan, Alberta, a community with deep Ukrainian-Canadian ties. Seablinc maintains documentary evidence of the sulphur transaction and remains willing to share the evidence with the Sherritt board for further review. Sherritt Claim: "SC2 knowingly made an invalid requisition of a special meeting in January 2025 and chose not to comply with the law." SC2 Response: In January 2025, SC2 and funds managed by Ewing Morris & Co. Investment Partners Ltd. requisitioned a special meeting of shareholders. Sherritt rejected the requisition seemingly in reliance on a single, long-outdated, and entirely distinguishable legal case. The assertion that SC2 chose not to comply with the law is potentially defamatory and seriously calls into question the judgment of the Sherritt board. Sherritt Claim: "SC2's actions are concerning as it has not disclosed its full intentions, and it effectively borrowed shares to gain influence without a long-term commitment to Sherritt. A third party holds an irrevocable option to acquire almost 75% of SC2's common shares of Sherritt at any time between August 1, 2025 and May 1, 2026, indicating SC2's short-term and opportunistic interests are not aligned with value creation for all shareholders." SC2 Response: As disclosed in its Early Warning Report dated December 10, 2024, SC2 acquired Sherritt shares for investment purposes. The call options to which SC2 is a party are consistent with those investment purposes. Furthermore, even after excluding all the Sherritt shares that are subject to call options, SC2 still owns significantly more Sherritt shares than all of the incumbent Sherritt directors combined, a clear indication of the Sherritt board's lack of alignment with the Sherritt shareholders. Sherritt Claim: "Since 2022, Sherritt has completed two modified Dutch auction transactions to repurchase an aggregate of approximately $150 million of notes at a discount to par, reducing outstanding principal by 35%." SC2 Response: The modified Dutch auctions did not result in any material improvements to Sherritt's balance sheet since the reduction in Sherritt's long-term liabilities was matched by a corresponding decrease in cash. Since the interim period ended June 30, 2020, Sherritt's net debt (calculated using cash held in Canada) has remained relatively unchanged. Sherritt Claim: "The Slurry Preparation Plant, completed under budget in early 2024, has reduced ore haulage distances, lowered carbon intensity, and increased throughput over the life of mine." SC2 Response: Production during the most recent interim period ended March 31, 2025, was the worst in well over a decade. Sherritt Claim: "The Processing Plant, now in the commissioning phase, is expected to ramp up in 2025, increasing mixed sulphide precipitate production by 20% and filling the refinery to nameplate capacity. This will maximize profitability by displacing lower margin third-party feed and increasing overall finished nickel and cobalt production." SC2 Response: Sherritt has already substantially reduced third party feed. Sherritt also projected the expansion to yield 40.3kt of contained nickel in 2025, which is significantly different than current guidance and production during the most recent interim period ended March 31, 2025. Sherritt Claim: "[Sherritt has enhanced] bidding processes for input commodities, reducing costs and improving supplier competitiveness." SC2 Response: On the one hand, Sherritt claims to have optimized procurement processes, but on the other hand, blames recent poor production on "supply chain delays". We also highlight the sharp increase in costs since 2022. Sherritt Claim: "The Sherritt board has undergone significant renewal, with five of six independent directors joining in the past four years including three who joined since March of last year. The Board brings critical expertise in mining, finance, diplomacy, ESG, and governance." SC2 Response: Recent changes to the Sherritt board raises legitimate corporate governance concerns. Two independent directors recently stepped down, one after less than a year, and the other after less than two years. Sherritt shareholders deserve to know why. Additional Information 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 About SC2 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. View original content: Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
National Post
26-05-2025
- Business
- National Post
Sherritt Issues Letter to Shareholders Highlighting Imminent Threat From a Reckless and Self-Interested Shareholder SC2 Inc., an Affiliate of Seablinc Canada Inc., a Significant Supplier to Sherritt's Moa Joint Venture
Article content Article content Warning: SC2 Inc. aims to control Sherritt for its own gain, without offering a credible plan or a premium, risking the Corporation's financial wellbeing and strategic progress Leading independent proxy advisor Glass Lewis recommends shareholders vote FOR all resolution s (1) Sherritt's Board urges shareholders to vote FOR all resolutions and nominees well in advance of the proxy voting deadline on Friday, June 6, 2025, at 10:00 a.m. (Eastern Time) For assistance voting, contact Kingsdale Advisors at 1-866-229-8263 (toll-free in North America) or (437) 561-5030 (text and collect calls outside of North America) or at contactus@ For more detailed information, including the full shareholder letter, please visit Article content TORONTO — Sherritt International Corporation ('Sherritt' or the 'Corporation') (TSX:S), a world leader in using hydrometallurgical processes to mine and refine nickel and cobalt – metals deemed critical for the energy transition – today issued a letter to shareholders ahead of its Annual and Special Meeting of Shareholders. Article content The letter exposes that SC2 Inc. ('SC2') is not a typical shareholder. It was created solely to obscure the fact that it is Seablinc Canada Inc. ('Seablinc') behind this campaign. Seablinc is a significant supplier to Sherritt's Moa Joint Venture, employing a small team that includes former Sherritt procurement staff. The letter also underscores the meaningful progress made by Sherritt's Board and management team in delivering value for shareholders and highlights the critical importance of voting FOR all resolutions to protect the Corporation's future and ensure continued progress. Article content SC2's Conflict of Interest: SC2, a shareholder affiliated with Seablinc, poses a significant conflict of interest. SC2's actions appear to prioritize Seablinc's supplier agreements over the broader interests of Sherritt shareholders. During SC2's past investor meetings with Sherritt, a Seablinc representative and former Sherritt employee, led the meetings. Exposing SC2's Self-Serving Motives: Seablinc's revenue from the Moa JV has declined significantly – from approximately US$145 million in 2022 to an expected US$50 million in 2025 – as a result of Sherritt's improved bidding processes and cost discipline. Rather than competing fairly, SC2 and Seablinc are attempting to take control of your Company to reverse these losses while ignoring potential severe implications for other shareholders. For example, changing all or substantially all of the Board could cause defaults under key agreements and could materially affect or accelerate certain material debt obligations. SC2/Seablinc's History of Self-Serving Actions: SC2 and Seablinc have a history of disruption, misrepresentation and opportunistic tactics to interfere with and threaten your investment in Sherritt, including: Failed Mini-Tender – SC2's first act upon incorporation in April 2024 was to launch a mini-tender for Sherritt shares which was ultimately unsuccessful. Failed Board Representation Attempt – In April 2024, a law firm acting on behalf of Seablinc emailed Sherritt stating its intention to nominate someone for election as a director. This attempt failed, with no formal nomination made. Misleading Engagement – Seablinc first approached Sherritt as an investor during a critical time – right in the final stages of the Moa Joint Venture bid process for a major input commodity contract. This timing was not a coincidence. It appears Seablinc was using its shareholder status to pressure Sherritt into awarding them the contract, attempting to influence the decision by presenting themselves as an investor with leverage. Deceptive Commercial Activities – In January 2023, Seablinc alleged there was unlawful activity being conducted by a rival supplier. An investigation by independent third parties confirmed no unlawful activity occurred. This caused distraction and costs for Sherritt and the rival supplier. Unprovoked Public Campaign – SC2 has issued multiple misleading press releases aimed at destabilizing Sherritt and undermining confidence from shareholders, other suppliers, customers and financial institutions. Invalid Meeting Requisition – SC2 knowingly made an invalid requisition of a special meeting in January 2025 and chose not to comply with the law. Multiple Failed Attempts to Block Debt Restructuring – SC2 tried multiple times to block Sherritt's transformative debt restructuring in the last two months and walked away with no success, only disruption and added cost to Sherritt. Withhold Campaign – SC2 is now urging shareholders to vote against your Board's nominees without offering a credible plan, roadmap or demonstrated capability to lead the Company. SC2's interests not aligned with those of other shareholders: SC2's actions are concerning as it has not disclosed its full intentions, and it effectively borrowed shares to gain influence without a long-term commitment to Sherritt. A third party holds an irrevocable option to acquire almost 75% of SC2's common shares of Sherritt at any time between August 1, 2025 and May 1, 2026, indicating SC2's short-term and opportunistic interests are not aligned with value creation for all shareholders. Sherritt's Financial and Operational Progress: Over the past four years, Sherritt has achieved significant milestones, including: Debt Reduction: Since 2022, Sherritt has completed two modified Dutch auction transactions to repurchase an aggregate of approximately $150 million of notes at a discount to par, reducing outstanding principal by 35%. This past April, Sherritt completed transformative transactions that: Reduced debt obligations by a further $68 million (21%). Consolidated debt into a single class with maturities extended to November 2031. Lowered annual interest expenses, improving financial flexibility. Moa Joint Venture Expansion Program: Phase One – The Slurry Preparation Plant, completed under budget in early 2024, has reduced ore haulage distances, lowered carbon intensity, and increased throughput over the life of mine. Phase Two – The Processing Plant, now in the commissioning phase, is expected to ramp up in 2025, increasing mixed sulphide precipitate production by 20% and filling the refinery to nameplate capacity. This will maximize profitability by displacing lower margin third-party feed and increasing overall finished nickel and cobalt production. Cobalt Swap Agreement – In October 2022, finalized an agreement with its Cuban partners to recover $368 million of legacy Cuban receivables over five years beginning January 1, 2023. Under this agreement, GNC, Sherritt's Moa Joint Venture partner, directs its share of Moa JV distributions to settle the outstanding receivables. In 2023, Sherritt received $152 million in distributions from the Moa Joint Venture and despite lower nickel and cobalt prices in 2024, Sherritt received $30 million in distributions with half of these amounts used as settlement toward the outstanding Cuban receivables. Energas Optimizations – In 2023, two new gas wells began production, with Unión Cuba-Petróleo supplying gas at no cost to Energas for power generation, driving 31% year-over-year increase in electricity production at Sherritt's Power division. In 2024, maintenance on three gas turbines, including the activation of an additional turbine to process gas from a third new well, boosted electricity production by another 10%. Dividends in Canada from Energas rose from $1.4 million in 2023 to $13 million in 2024, with projections for 2025 expected to significantly increase to be between $25 million to $30 million. Energas Joint Venture Extension – In October 2022, Cuba's government approved a 20-year extension of Energas' joint venture contract to 2043, ensuring long-term energy security, supporting Sherritt's ongoing investments in Cuba and contributions to cash in Canada. Cost Optimization – In 2024, implemented organizational restructuring and cost savings initiatives to yield $17 million in annual cost savings. Streamlined the executive team from seven members to five. Procurement Optimizations – Enhanced bidding processes for input commodities, reducing costs and improving supplier competitiveness. Article content Strong Board Independence and Expertise: Article content Sherritt's Board has undergone significant renewal, with five of six independent directors joining in the past four years including three who joined since March of last year. The Board brings critical expertise in mining, finance, diplomacy, ESG, and governance. The addition of Richard Moat in April 2025 further strengthens the Board's oversight capabilities. Article content Glass Lewis Endorsement (1): Article content Leading independent proxy advisor Glass Lewis has recommended shareholders vote FOR all resolutions, recognizing the significant progress Sherritt has made under its current Board and management team. Article content Sherritt's Board urges shareholders to vote FOR all resolutions and nominees well in advance of the proxy voting deadline on Friday, June 6, 2025, at 10:00 a.m. (Eastern Time). Article content Shareholders requiring assistance with voting are encouraged to contact Sherritt's strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, at: Article content 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'. Article content This press 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', 'potential', 'projected', 'continue' or other similar words or phrases. Specifically, forward-looking statements in this document include, but are not limited to, statements regarding strategies, plans and estimated production amounts resulting from expansion of mining operations at the Moa JV and dividend growth from the Power division. Article content Forward-looking statements are not based on historical facts, but rather on current expectations, assumptions and projections about future events, including commodity and product prices and demand; the level of liquidity and access to funding; share price volatility; nickel, cobalt and fertilizer production results and realized prices; current and future demand products produced by Sherritt; global demand for electric vehicles and the anticipated corresponding demand for cobalt and nickel; revenues and net operating results; environmental risks and liabilities; compliance with applicable environmental laws and regulations; advancements in environmental and greenhouse 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; 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. Article content The Corporation cautions readers of this press 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, 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 JV to pay dividends; the risk to Sherritt's entitlements to future distributions (including pursuant to the Cobalt Swap) from the Moa JV; 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. Article content The Corporation, together with its Moa JV, is pursuing a range of growth and expansion opportunities, including without limitation, process technology solutions, development projects, commercial implementation opportunities, life of mine extension opportunities and the conversion of mineral resources to reserves. In addition to the risks noted above, factors that could, alone or in combination, prevent the Corporation from successfully achieving these opportunities may include, without limitation: identifying suitable commercialization and other partners; successfully advancing discussions and successfully concluding applicable agreements with external parties and/or partners; successfully attracting required financing; successfully developing and proving technology required for the potential opportunity; successfully overcoming technical and technological challenges; successful environmental assessment and stakeholder engagement; successfully obtaining intellectual property protection; successfully completing test work and engineering studies, prefeasibility and feasibility studies, piloting, scaling from small scale to large scale production, procurement, construction, commissioning, ramp-up to commercial scale production and completion; and securing regulatory and government approvals. There can be no assurance that any opportunity will be successful, commercially viable, completed on time or on budget, or will generate any meaningful revenues, savings or earnings, as the case may be, for the Corporation. In addition, the Corporation will incur costs in pursuing any particular opportunity, which may be significant. Article content 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 ended March 31, 2025 and the Annual Information Form of the Corporation dated March 24, 2025 for the period ending December 31, 2024, which is available on SEDAR+ at Article content 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 press 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 press 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. Article content Article content Article content Article content Article content Contacts Article content Article content
