Author: Business Wire

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Not for Distribution to United States Newswire Services or for Dissemination in the United States

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TORONTO — Sherritt International Corporation (“Sherritt” or the “Corporation”) (TSX:S) announced today that holders (“Senior Secured Noteholders”) of the Corporation’s outstanding 8.50% senior second lien secured notes due November 30, 2026 (the “Senior Secured Notes”) and holders (“Junior Noteholders” and together with the Senior Secured Noteholders, “Noteholders”) of the Corporation’s outstanding 10.75% unsecured PIK option notes due August 31, 2029 (the “Junior Notes”) approved, at separate meetings of the Senior Secured Noteholders and Junior Noteholders held today, the Corporation’s previously announced transaction (the “CBCA Transaction”) to extend the maturities of the Corporation’s notes obligations and strengthen the Corporation’s capital structure to be implemented pursuant to a corporate plan of arrangement, as amended (the “CBCA Plan”), under the Canada Business Corporations Act. The CBCA Transaction is described in the Corporation’s management information circular dated March 4, 2025 (the “Circular”) and the amendment thereto is described in the Corporation’s news release issued on March 21, 2025.

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Holders of approximately 84% of the total principal amount of outstanding Senior Secured Notes were represented at the meeting of Senior Secured Noteholders, with 99.67% of the votes cast in favour of the CBCA Plan, and holders of approximately 80% of the total principal amount of outstanding Junior Notes were represented at the meeting of Junior Noteholders, with 93.75% of the votes cast in favour of the CBCA Plan.

Sherritt and its subsidiary, 16743714 Canada Inc. (together, the “Applicants”), intend to seek approval of the CBCA Plan by the Ontario Superior Court of Justice (Commercial List) (the “Court”) at a hearing currently scheduled for 10:00 a.m. (Toronto time) on April 9, 2025. Subject to obtaining Court approval of the CBCA Plan and the satisfaction or waiver of the other conditions to the implementation of the CBCA Plan, it is expected that the CBCA Transaction will be completed as soon as practicable. Upon implementation, the CBCA Plan would bind all Noteholders of the Corporation.

As part of seeking Court approval of the CBCA Plan, the Applicants will seek a permanent waiver of potential defaults resulting from the commencement of the CBCA proceedings or the steps or transactions related to the CBCA proceedings or the CBCA Transaction, on the terms set forth in the CBCA Plan.

In addition, as described in the Circular, subject to the implementation of the CBCA Plan and the satisfaction or waiver of the other conditions to the implementation of the Corporation’s previously announced Subsequent Exchange Transaction (as defined in the Circular), the Company expects to complete the Subsequent Exchange Transaction immediately following the implementation of the CBCA Plan.

This news release is not an offer of securities for sale in the United States. The securities to be issued pursuant to the CBCA Transaction have not been and will not be registered under the U.S. Securities Act of 1933 (the “1933 Act”), or the securities laws of any state of the United States, and may not be offered or sold within the United States except pursuant to an exemption from the registration requirements of the 1933 Act. The securities to be issued pursuant to the CBCA Transaction will be issued and distributed in reliance on the exemption from registration set forth in Section 3(a)(10) of the 1933 Act (and similar exemptions under applicable state securities laws).

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About Sherritt

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”.

Forward-Looking Statements

This news 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”, “projected”, “continue” or other similar words or phrases. Specifically, forward-looking statements in this document include, but are not limited to, statements set out in this news release relating to: certain key terms of the CBCA Transaction, and the effect of the implementation thereof on the Noteholders, other stakeholders and the Corporation; the Corporation’s intent to extend debt maturities and improve its capital structure through the implementation of the CBCA Transaction; the capital structure of the Corporation following the implementation of the CBCA Transaction; the expected process for and timing of implementing the CBCA Transaction; and the effect of the CBCA Transaction.

Forward-looking statements are not based on historical facts, but rather on current expectations, assumptions and projections about future events, including matters relating to the CBCA Transaction, commodity and product prices and demand; the level of liquidity and access to funding; share price volatility; production results; realized prices for production, earnings and revenues; global demand for electric vehicles and the anticipated corresponding demand for cobalt and nickel; the commercialization of certain proprietary technologies and services; advancements in environmental and Green House 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; environmental risks and liabilities; compliance with applicable environmental laws and regulations; 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.

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The Corporation cautions readers of this news 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, risks associated with the ability of the Corporation to receive all necessary regulatory, court, third party and stakeholder approvals in order to complete the CBCA Transaction and the Subsequent Exchange Transaction; failure to timely satisfy the conditions of the CBCA Transaction or to otherwise complete the CBCA Transaction; the Corporation’s ability to reduce its debt and annual interest payments through the implementation of the CBCA Transaction and the Subsequent Exchange Transaction; the ability of the Corporation to operate in the ordinary course during the CBCA Proceedings (as defined in the Circular), including with respect to satisfying obligations to service providers, suppliers, contractors and employees; dilution arising from the Subsequent Exchange Transaction; 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 Joint Venture to pay dividends; the risk to Sherritt’s entitlements to future distributions (including pursuant to the Cobalt Swap) from the Moa Joint Venture; 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.

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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 and year ended December 31, 2024 and the Annual Information Form of the Corporation dated March 24, 2025 for the period ending December 31, 2024, which are available on SEDAR+ at www.sedarplus.ca.

The Corporation may, from time to time, make oral forward-looking statements. The Corporation advises that the above paragraphs and the risk factors described in this news 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 news 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250404926279/en/

Contacts

Tom Halton, Director of Investor Relations and Corporate Affairs
Telephone: (416) 935-2451
Toll-free: 1 (800) 704-6698
Email: investor@sherritt.com
www.sherritt.com

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TORONTO — dynaCERT Inc. (TSX: DYA) (OTC: DYFSF) (FRA: DMJ) (“dynaCERT” or the “Company”) applauds the recently announced changes of March 31, 2025, proposed for the Ontario Government Hydrogen Innovation Fund (the “HIF”) regarding the launch of a new and increased budget of $30 million with eligibility broadened to include broader sector applications.

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Foreseeable Future Economic Benefit:

The announcement of the expansion of the HIF by the Ontario Government was made at dynaCERT’s headquarters in Toronto, Ontario.

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The HIF, and its corresponding proposals for hydrogen expansion in Ontario, were acclaimed by Jim Payne, Chairman, CEO & Director, dynaCERT; Hon. Sam Oosterhoff, Associate Minister of Energy-Intensive Industries; MPP Mohamed Firin, York South-Weston; Matthew Morrish, Committee Chair, Hydrogen Ontario; IESO Representative Chuck Farmer, Vice President, Planning, Conservation and Resource Adequacy (IESO); among many other dignitaries.

Accordingly, dynaCERT welcomes the HIF Incentives as lasting strong evidence of an obvious, clear, irrefutable and unequivocal “foreseeable future economic benefit” for all Canadians and to such Canadian participants such as dynaCERT.

Successful Consultative Meetings:

dynaCERT and their principals have been meeting for more than six (6) years with cabinet ministers, elected politicians, as well as senior officials within the government to advance, and assist with, the implementation of clean technology legislation and grants, loans and tax deferrals and tax credits. In so doing, dynaCERT has had face-to-face meetings, conversations and correspondence with the Ontario Government to help bring clean technology to fruition.

Through executives Jim Payne, Chairman & CEO, and Jean-Pierre Colin, Executive Vice President & CFO, dynaCERT participated in the Hydrogen Strategy Working Group advising the Ontario government which led to the release of its Low-Carbon Hydrogen Strategy in April 2022, outlining the opportunity to draw on Ontario’s clean energy advantage and establish a leadership position in the supply, distribution, storage and use of clean hydrogen.

See: Ontario’s Low Carbon Hydrogen Strategy:
Low-Carbon Hydrogen Strategy

Support for Continued Government Consultation:

dynaCERT continues to support the government’s openness in a consultative process on the design details of supporting the hydrogen economy and see consultative measures as a rational and important step to continue to expand the HIF.

Hon. Sam Oosterhoff, Associate Minister of Energy-Intensive Industries, stated, “Ontario companies like dynaCERT are leading the way — exporting homegrown hydrogen technologies around the world and driving industrial growth here at home. This investment builds on our Hydrogen Strategy and the first round of the Hydrogen Innovation Fund, supporting a growing sector that’s creating good-paying jobs and building Ontario’s energy economy for the future.”

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Mohamed Firin, Ontario MPP for York South–Weston, stated, “York South-Weston is home to innovative businesses like dynaCERT that are driving Ontario’s clean energy future. This investment will help create good-paying jobs, grow local manufacturing, and strengthen Ontario’s position as a leader in hydrogen innovation.”

Maike Althaus, Executive Director, Hydrogen Ontario, stated, “We thank the Ontario government—and especially Minister Oosterhoff—for the ongoing support of Ontario’s growing hydrogen sector. Hydrogen is more than a clean fuel; it can be a game-changer for building independent local supply chains and creating high-quality jobs across Ontario. From hydrogen-powered vehicles and electrolysers to remote power generation and critical applications in mining, refining, steel, and cement— let’s seize Ontario’s hydrogen opportunity to strengthen our manufacturing sector and power key industries to drive a cleaner, more competitive future.”

Jim Payne, Chairman and CEO of dynaCERT, stated, “dynaCERT applauds the Ontario government for expanding its Hydrogen Innovation Fund and recognizing the critical role hydrogen can play in transforming industries in Ontario and around the world. This kind of targeted support would help companies like dynaCERT scale innovation, grow domestic manufacturing, and create good-paying jobs. By backing hydrogen, the Ontario government is not only supporting clean energy solutions but also making an initial step to advance Ontario as a global leader in the next generation of industrial technology. We, at dynaCERT, are proud to be part of this momentum.”

For Ontario Government news announcing HIF at dynaCERT,
please see: Government of Ontario YouTube Channel

For Minister’s Office Staff, please contact:
Patil Imasdounian: Patil.Imasdounian@ontario.ca

About dynaCERT Inc.

dynaCERT Inc. manufactures and distributes Carbon Emission Reduction Technology along with its proprietary HydraLytica™ Telematics, a means of monitoring fuel consumption and calculating GHG emissions savings designed for the tracking of possible future Carbon Credits for use with internal combustion engines. As part of the growing global hydrogen economy, our patented technology creates hydrogen and oxygen on-demand through a unique electrolysis system and supplies these gases through the air intake to enhance combustion, which has shown to lower carbon emissions and improve fuel efficiency. Our technology is designed for use with many types and sizes of diesel engines used in on-road vehicles, reefer trailers, off-road construction, power generation, mining and forestry equipment. Website: www.dynaCERT.com.

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READER ADVISORY

This press release of dynaCERT Inc. contains statements that constitute “forward-looking statements”. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause dynaCERT’s actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. In particular, information relating to the Hydrogen Innovation Fund, the Ontario Government and its elected representatives and companies, organizations and individuals providing quotes cannot be independently verified. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Actual results may vary from the forward-looking information in this news release due to certain material risk factors.

Except for statements of historical fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance of achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: uncertainty as to whether our strategies and business plans will yield the expected benefits; availability and cost of capital; the ability to identify and develop and achieve commercial success for new products and technologies; the level of expenditures necessary to maintain and improve the quality of products and services; changes in technology and changes in laws and regulations; the uncertainty of the emerging hydrogen economy; including the hydrogen economy moving at a pace not anticipated; our ability to secure and maintain strategic relationships and distribution agreements; and the other risk factors disclosed under our profile on SEDAR at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

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The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of the release.

On Behalf of the Board

Murray James Payne, CEO

View source version on businesswire.com: https://www.businesswire.com/news/home/20250401551318/en/

Contacts

For more information, please contact:

Jim Payne, Chairman & CEO
dynaCERT Inc.
#101 – 501 Alliance Avenue
Toronto, Ontario M6N 2J1
+1 (416) 766-9691 x 2
jpayne@dynaCERT.com

Investor Relations
dynaCERT Inc.
Nancy Massicotte
+1 (416) 766-9691 x 1
nmassicotte@dynaCERT.com

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