Toronto, Dec 17 — Sherritt International Corporation (“Sherritt” or the “Corporation”) (TSX:S) today announced that it has entered into a collaboration agreement (the “Agreement”) with Pala Assets Holdings Limited (“Pala”). Under the terms of the Agreement, Pala has withdrawn its requisition for a special meeting of shareholders, agreed to customary standstill and voting covenants, and Sherritt has made certain board and committee changes that will support the leadership transition and execution of strategy.
The Agreement provides that Pala will observe a standstill through January 1, 2027. During the standstill period, Pala may increase its beneficial ownership to, but not above, 9.99% of Sherritt’s issued and outstanding common shares, and will have customary pre-emptive rights to maintain its ownership percentage for so long as it continues to beneficially own at least 5% of the Corporation’s common shares. The standstill does not restrict the exercise of Pala’s rights under the Put/Call Rights Agreement dated April 17, 2025 between Sherritt and Pala. Pala has agreed to vote in favour of the Corporation’s board slate at the 2026 annual meeting and at any other shareholder meetings involving the election of directors prior to January 1, 2027.
To support the appointment of a permanent CEO, the board of directors of Sherritt (the “Board”) will comprise of no more than eight directors until January 1, 2027. Effective immediately, Shelley Brown has stepped down from the Board and Brett Richards has been appointed to fill the resulting vacancy. The Board will reconstitute the CEO Search Committee, with Brian Imrie as Chair and Brett Richards and Richard Moat as members. Brett Richards will serve on at least two standing committees of the Board. In addition to the CEO Search Committee, he will join the Governance Committee. When the CEO Search Committee is disbanded following the appointment of a permanent CEO, Brett Richards will join the Reserves, Operations and Capital and Sustainability Committee, and he will be appointed to any new committee formed by the Board during this period.
Brian Imrie, Chair of the Board, said, “We are pleased to have reached an agreement with Pala that will provide stability through the leadership transition and allow the Board and management to focus on executing our strategy for the benefit of all shareholders. We thank Shelley for her dedicated service and are pleased to welcome Brett, whose extensive mining leadership experience will be a valuable asset to Sherritt.”
Jan Weidner, CEO of Pala, added, “We have been invested in Sherritt for nearly a decade, and we believe the agreement announced today reflects meaningful progress. It marks a constructive and positive outcome for Sherritt and provides a strong foundation to unlock value through the selection of a new CEO. We see great potential in Sherritt’s businesses, and are aligned in driving significant near-term value creation for all shareholders.”