An anonymous director reports

UNITED STATES CONSORTIUM CONFIRMS FULLY-FUNDED RECAPITALIZATION PROPOSAL FOR SHERRITT INTERNATIONAL AT C$0.12 PER SHARE -- WITH PARTICIPATION RIGHTS FOR ELIGIBLE EXISTING SHAREHOLDERS

The United States consortium -- now comprising a prominent United States anchor investor, Kyma Capital Ltd., veteran global financial markets investor Trifon Natsis, and Glencore Ltd. today confirmed that it formally submitted a comprehensive, non-binding recapitalization proposal to the board of directors of Sherritt International Corp. on June 26, 2026. The proposal has been before the board since that date. The consortium is making this announcement so that Sherritt's shareholders, noteholders, employees and other stakeholders can assess the company's alternatives for themselves.

On Aug. 7, an ad hoc group representing a majority of the outstanding principal amount of Sherritt's 9.25 per cent 2031 notes publicly disclosed the key terms of a recapitalization proposal submitted to the company by a consortium of strategic and financial investors and called on the board to engage immediately with all credible alternatives. The consortium confirms that the proposal disclosed by the ad hoc group is the proposal described in this announcement.

The proposal provides:

• New equity at 12 cents per share -- a market-reflective price with no discount to Sherritt's unaffected share price as of May 19, 2026, in contrast to the discounted structure publicly disclosed as the basis of the Gillon Capital proposal;
• Partial participation rights for eligible existing shareholders -- eligible shareholders will have the opportunity to participate pro rata in a portion of the new equity issuance at the same 12 cents per share price as the consortium, reducing the dilution that would otherwise result from a closed control placement;
• A fully financed transaction with no third party debt financing condition -- equity commitments from consortium members, supported by equity commitment letters or equivalent instruments delivered at signing of definitive documentation, and a structure designed to provide a credible path to the noteholder support required for implementation;
• While not conditional, the proposal provides the ability to unlock additional financing from the existing noteholders, contemplated in combination with equity commitments from the consortium;
• Clear control and ownership structure through a United States-domiciled acquisition vehicle which, in the aggregate, will hold at least 55 per cent of the company on a fully diluted basis at completion;
• U.S. regulatory engagement already under way -- the consortium has received written confirmation from the U.S. Department of State, addressed to the consortium and the company, that the U.S. Department of State and Department of the Treasury do not object to the consortium engaging in negotiations with Sherritt.

Following completion, the consortium intends to work with the company to stabilize its capital structure and liquidity; preserve and enhance the Fort Saskatchewan refinery and Sherritt's North American nickel and cobalt processing capability; establish a compliant pathway for the business to serve critical-minerals supply chains; and establish a dedicated sanctions, national security and compliance committee of the board.

A consortium built for this situation

The consortium combines three differentiated capabilities: a U.S. anchor and Trifon Natsis, providing anchor capital and deep global financial markets experience; Kyma Capital, Sherritt's largest economic stakeholder across its capital structure, providing the stakeholder-consent bridge and implementation certainty no disclosed competing proposal can match; and Glencore, a leading global diversified natural resources company, contributing commercial expertise and technical support specific to nickel and cobalt production.

A spokesperson for the consortium said: "This is a funded, inclusive proposal at a price with no discount, from investors who know this company, with a credible path to the noteholder consent any transaction must have and with constructive engagement already under way in Washington. We are not asking the board to abandon its process. We are asking it to compare proposals -- and to let the better transaction win on the merits."

Akshay Shah, chief investment officer of Kyma Capital, said: "The majority noteholder group has now publicly disclosed the key terms of this proposal and called for immediate engagement with all credible alternatives. Any transaction requiring noteholder consent needs to be developed through meaningful engagement with those stakeholders, not presented as a fait accompli after the key economic and governance terms have already been determined."

Engagement

The company has publicly acknowledged constrained liquidity, a material uncertainty as to its ability to continue as a going concern and the need for significant new capital to restart the Fort Saskatchewan refinery. On Aug. 7, the ad hoc group called for immediate engagement with all credible alternatives and stated that meaningful engagement with noteholders must occur before key economic and governance terms are finalized in any transaction requiring noteholder consent. In these circumstances, the consortium believes that all credible alternatives must be evaluated promptly and on an informed basis, and that exclusivity arrangements do not relieve the board of that obligation. Delay has real economic consequences: restart costs, working capital needs and the total financing requirement all grow with time.

As the ad hoc group has now publicly observed, the competing alternatives should be assessed on value, financing certainty, shareholder treatment, operating capability, strategic merit, execution risk and overall stakeholder outcomes.

The consortium and its advisers are available to meet with the board and its advisers immediately.

Kyma Capital has separately announced governance initiatives in respect of the company, including the special meeting of shareholders that has now been requisitioned. Those initiatives are undertaken by Kyma Capital in its own capacity as a shareholder of Sherritt, and not on behalf of the consortium.