An anonymous director of SC2 reports

SC2 INC. ANNOUNCES OFFER TO PURCHASE COMMON SHARES OF SHERRITT INTERNATIONAL CORPORATION

SC2 Inc. has made an offer to purchase up to 21,621,621 common shares of Sherritt International Corp. at a price of 37 cents per common share payable in cash.

The purchase price is equal to an approximate 19.4-per-cent premium to the closing price of the common shares on the Toronto Stock Exchange on April 8, 2024 (being the previous trading day to the date of announcement of the offer), and an approximate 27.6-per-cent premium to the volume-weighted average trading price of the common shares on the TSX for the 30 trading days prior to the announcement of the offer.

The offer is for up to 21,621,621 of the outstanding common shares of Sherritt. The offer is open for acceptance until 5 p.m. Calgary time on Friday, May 10, 2024, unless the offer is extended, varied or withdrawn.

SC2 has posted at SEDAR+, under Sherritt's profile, a letter to shareholders setting out more information pertaining to the offer, as well as a letter of transmittal to be used to accept the offer. Please also see details of the offer herein.

The offer is being made to registered and beneficial shareholders of Sherritt in each of the provinces and territories of Canada, except Quebec. SC2 may announce that it is expanding the offer to other jurisdictions, such as Quebec, in a subsequent news release.

Reasons for the offer

SC2 is making the offer following recent engagements with management and the board of Sherritt. SC2 encourages shareholders to consider the following factors, among others, when making the decision to accept the offer:

• As a result of the offer, shareholders will receive immediate liquidity at a premium to the current trading price of the common shares.
• SC2 believes that, in the absence of motivated large shareholders, it seems unlikely that Sherritt's performance will improve. SC2 is prepared to take an active role in ensuring the future success of Sherritt for the benefit of all shareholders.

Details of the offer

The offer is open for acceptance until 5 p.m. Calgary time on Friday, May 10, 2024, provided, however, that SC2 reserves the right, in its sole and absolute discretion at any time, to: (i) extend or vary the offer at any time; or (ii) withdraw the offer if the conditions thereto are not met and, if withdrawn, it will not be required to take up or pay for common shares delivered pursuant to the offer.

If the offer is withdrawn by SC2, SC2 shall cause all common shares delivered pursuant to the offer to be returned to the shareholders. Full details of the offer are included in the letters, including complete instructions for the tendering and delivery of common shares to SC2. To deposit their common shares to the offer, registered shareholders must complete the documentation as set out in the letter of transmittal, and beneficial shareholders must follow the instructions provided by their investment dealer, broker or other nominee. Investment dealers, brokers and other nominees may set a deadline for the delivery of deposit instructions that is earlier than the expiry time, and as such, shareholders should contact their investment dealer, broker or other nominee for assistance at their earliest convenience. Deposited common shares may be withdrawn at any time prior to the time they are taken up by SC2.

The offer will be subject to certain conditions set out in the letters, which, unless waived, must be satisfied. The letters will require that each depositing shareholder whose common shares are taken up and paid for appoint representatives of SC2 as its nominees and proxy for any coming shareholders meeting.

If more than the maximum number of common shares for which the offer is made is delivered in accordance with the offer and not withdrawn at the time of take-up of the common shares, the common shares to be purchased from each depositing shareholder will be determined on a pro rata basis according to the number of common shares delivered by each shareholder, disregarding fractions, by rounding down to the nearest whole number of common shares.

If you have any questions with respect to the offer or need assistance in depositing your common shares, please contact the depositary and information agent for the offer: North America toll-free number: 1-833-684-1546; outside of North America call collect: 1-587-774-2340; or e-mail: cssinquiries@olympiatrust.com.

Additional information

SC2 is relying on the exemption under Section 9.2(4) of National Instrument 51-102 (Continuous Disclosure Obligations) to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.

This solicitation is being made by SC2, and not by or on behalf of the management of Sherritt. Olympia Trust Company will receive a fee of $5,000 for its services as depositary and information agent under the offer plus ancillary payments and disbursements. Based upon publicly available information, Sherritt's registered office and head office is at Bay Adelaide Centre, East Tower, 22 Adelaide St. West, Suite 4220, Toronto, Ont., M5H 4E3. SC2 is soliciting proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. In addition, this solicitation may be made by mail, telephone, facsimile, e-mail or other electronic means, as well as by newspaper or other media advertising, and in person by employees of SC2. All costs incurred for the solicitation will be borne by SC2.

A registered shareholder who has given a proxy under the terms of the letter of transmittal may, prior to its common shares being taken up and paid for under the offer, in accordance with Section 148(4) of the Canada Business Corporations Act, revoke the proxy: (i) by depositing an instrument or act in writing executed either: (x) at the registered office of Sherritt at any time up to and including the last business day preceding the day of the meeting, or an adjournment thereof, at which the proxy is to be used; or (y) with the chairman of the meeting on the day of the meeting or an adjournment thereof; or (ii) in any other manner permitted by law. A non-registered shareholder may revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered shareholder by its intermediary. Non-registered shareholders should contact their broker for assistance in ensuring that forms of proxies or voting instructions previously given to an intermediary are properly revoked. None of SC2 and its directors and officers, or, to the knowledge of SC2, any associates or affiliates of the foregoing have any material interest, direct or indirect, in any transaction since the commencement of Sherritt's most recently completed financial year, or in any proposed transaction which has materially affected or will materially affect Sherritt or any of its subsidiaries. None of SC2 or, to its knowledge, any associates or affiliates have any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at any coming shareholders meeting, other than as set out herein and in the letters. In accordance with the bylaws of Sherritt, Seablinc Canada Inc. (an affiliate of SC2) has nominated Mark Plamondon for election as a director of Sherritt at the annual meeting of shareholders of Sherritt to be held on May 9, 2024.

The offer is not a formal or exempt takeover bid under applicable Canadian securities laws and regulations.

SC2 advisers

SC2 has engaged Olympia Trust Company as depositary and information agent and MLT Aikins LLP as legal adviser.

About SC2 Inc.

SC2 is a limited company that was incorporated under the laws of the Province of Alberta by a concerned shareholder of Sherritt for the specific purpose of making the offer.

Shareholder questions

Shareholders with questions or who need assistance tendering their common shares can contact the depositary and information agent.

Olympia Trust Company

North America toll-free:  1-833-684-1546

Collect calls outside of North America:  1-587-774-2340

E-mail:  cssinquiries@olympiatrust.com

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