Mr. Tom Halton reports
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
Sherritt International Corp. today issued a letter to shareholders ahead of its annual and special meeting of shareholders.
The letter exposes that SC2 Inc. is not a typical shareholder. It was created solely to obscure the fact that it is Seablinc Canada Inc. 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.
The full shareholder letter is available on Sherritt's website.
Key highlights from the shareholder letter
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 joint venture has declined significantly -- from approximately $145-million (U.S.) in 2022 to an expected $50-million (U.S.) 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 e-mailed 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, road map 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 per cent of SC2's common shares of Sherritt at any time between Aug. 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 per cent.
This past April, Sherritt completed transformative transactions that:
-
Reduced debt obligations by a further $68-million (21 per cent).
-
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 per cent 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 Jan. 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 Union Cuba-Petroleo supplying gas at no cost to Energas for power generation, driving 31-per-cent 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 per cent. 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's joint venture contract to 2043, ensuring long-term energy security, supporting Sherritt's investments in Cuba and contributions to cash in Canada.
-
Cost optimization -- In 2024, Sherritt implemented organizational restructuring and cost savings initiatives to yield $17-million in annual cost savings and streamlined the executive team from seven members to five.
-
Procurement optimizations -- Enhanced bidding processes for input commodities, reducing costs and improving supplier competitiveness.
Strong board independence and expertise
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, and environment, social and governance (ESG) issues.
The addition of Richard Moat in April, 2025, further strengthens the board's oversight capabilities.
Glass Lewis endorsement
Leading independent proxy adviser Glass Lewis has recommended shareholders vote "for" all resolutions, recognizing the significant progress Sherritt has made under its current board and management team.
Protect your investment: Vote "for" all resolutions
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 a.m. (Eastern Time).
Shareholders requiring assistance with voting are encouraged to contact Sherritt's strategic shareholder adviser and proxy solicitation agent, Kingsdale Advisors, at:
-
Phone: 1-866-229-8263 (toll-free in North America), or 437-561-5030 (text and collect calls outside of North America);
-
E-mail contactus@kingsdaleadvisors.com.
For more detailed information, including the full shareholder letter, please visit Sherritt's website.
About Sherritt International Corp.
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 a current estimated mine life of approximately 25 years and is advancing an expansion program focused on increasing annual MSP production by approximately 20 per cent 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 megawatts, representing 10 per cent of the national electrical generating capacity in Cuba. The Energas facilities are composed of two combined cycle plants that produce low-cost electricity from one of the lowest-carbon-emitting sources of power in Cuba.
We seek Safe Harbor.
© 2025 Canjex Publishing Ltd. All rights reserved.