An anonymous director reports

SHERRITT ANNOUNCES RECEIPT OF MINIMUM TENDERS AND REQUISITE CONSENTS FOR TENDER OFFER AND SOLICITATION OF CONSENT FOR SENIOR UNSECURED DEBENTURES DUE 2018 AND 2020

The early consideration period for the (i) tender offer to purchase for cash between $100-million and $150-million principal amount of Sherritt International Corp.'s outstanding 8.00-per-cent senior unsecured debentures due Nov. 15, 2018, and between $200-million and $250-million principal amount of Sherritt's outstanding 7.50-per-cent senior unsecured debentures due Sept. 24, 2020, and (ii) the solicitation of consents for proposed amendments to the indentures under which the debentures were issued has expired.

At the deadline for early consideration, 5 p.m. (Eastern Time) on Sept. 29, 2014, Sherritt successfully received the requisite consents from more than 66-2/3 per cent of the principal amount of each of the outstanding 2018 debentures and 2020 debentures to adopt the proposed amendments to the indentures. The proposed amendments to the indentures will amend and restate the indentures so that the covenants and certain other provisions of the debentures will be the same as the previously announced proposed issue of 2022 notes.

Sherritt also announced that as at the deadline for early consideration, 5 p.m. (Eastern Time) on Sept. 29, 2014, the principal amount of 2018 debentures tendered to the offer was $296.7-million, which satisfies the minimum tender condition for the 2018 debentures, and the principal amount of 2020 debentures tendered to the offer was $377.3-million, which satisfies the minimum tender condition for the 2020 debentures.

Sherritt also announced its intention to proceed with issuing up to $300-million principal amount of senior unsecured notes due 2022 on a private placement basis. Subject to the completion of the offers, the solicitations of consent and the completion of the offering of the 2022 notes, Sherritt intends to redeem the outstanding 7.75-per-cent senior unsecured debentures due Oct. 15, 2015, using the proceeds from the sale of the 2022 notes.

Although the early consideration period has expired, holders may still validly tender their debentures and separately deliver their consents prior to 5 p.m. (Eastern Time) on Oct. 8, 2014, unless otherwise extended by Sherritt. These holders will receive the regular consideration of $1,010 and the regular consent fee of $1.00 per $1,000 of debentures, for a total regular consideration of $1,011 per $1,000 principal amount of each of the 2018 debentures and 2020 debentures, plus accrued and unpaid interest to, but not including, the payment date.

The principal amount of 2018 debentures tendered currently exceeds the maximum purchase amount of $150-million; therefore, Sherritt will purchase $150-million of the 2018 debentures tendered to the offer prior to the expiry time on a pro rata basis among all such 2018 debentures. In addition, the principal amount of 2020 debentures tendered currently exceeds the maximum purchase amount of $250-million; therefore, Sherritt will purchase $250-million of the 2020 debentures tendered to the offer prior to the expiry time on a pro rata basis among all such 2020 debentures.

Holders of the 2018 debentures or 2020 debentures who have not yet tendered their debentures or delivered consents, but who wish to do so prior to the expiry time, should consult the offers to purchase and solicitations of consent dated Sept. 11, 2014, together with the addendum dated Sept. 16, 2014, which are available at the company's website under the investor relations section and at SEDAR. Holders should also contact their financial adviser or other intermediary as soon as possible.

Payment of the offer consideration and the consent fees will be made on the payment date, which is expected to be Oct. 10, 2014.

Conditions

The tender offers and solicitations of consent are subject to certain terms and conditions, as set forth more fully in the offers to purchase and solicitations of consent. These conditions include, among others, the execution of the supplemental indenture setting forth the 2018 amendments and the 2020 amendments and the successful completion of the offering of 2022 notes.

Withdrawal

Debentures properly tendered after 5 p.m. (Eastern Time) on Sept. 29, 2014, may be withdrawn prior to the expiry time. Consents properly delivered are irrevocable and may not be withdrawn.

Further information

Sherritt has retained National Bank Financial Inc. and Scotiabank to act as the dealer managers and solicitation agents for the offers and the solicitations of consent, Georgeson Shareholder Communications Canada Inc. to serve as the information agent, and Computershare Investor Services Inc. to serve as the depositary.

Requests for documents should be directed to Georgeson Shareholder Communications Canada, the information agent, at 1-866-374-9876 or by e-mail.

Any questions regarding procedures for tendering debentures and delivering consents should be directed to Computershare Investor Services, the depositary, at 1-800-564-6253 or by e-mail.

Any questions regarding the terms of the offers and the solicitations of consent should be directed to National Bank Financial at 416-869-8638 or by e-mail, or Scotiabank at 416-863-7257 or by e-mail.

We seek Safe Harbor.