SC2 Inc. submits an offer to acquire 5.442295% stake in Sherritt International Corporation (TSX:S) from shareholders for CAD 8 million on April 8, 2024. SC2 will acquire up to 21,621,621 common shares of Sherritt International at a price of CAD 0.37 per common share payable in cash. The Purchase Price is equal to an approximate 19.4% premium to the closing price of the common shares on the Toronto Stock Exchange (the "TSX") on April 8, 2024 (being the previous trading day to the date of announcement of the Offer) and an approximate 27.6% 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 open for acceptance until 5:00 p.m. (Calgary time) on Friday, May 10, 2024 (the "Expiry Time"), unless the Offer is extended, varied or withdrawn. 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 a 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. If more than the maximum number of common shares for which the Offer is made are delivered in accordance with the Offer and not withdrawn at the time of take up of the common shares, the common shares to be purchased from each depositing shareholder will be determined on a pro rata basis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. 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 upcoming shareholders' meeting. As of April 22, 2024, 16,899,224 common shares of Sherritt International Corporation representing 4.25% of the Sherritt public float, have already been tendered. Only 4,722,397 common shares remain available for purchase under the Offer, which expires on May 3, 2024.

SC2 expects to take up and pay for all the common shares tendered to the Offer no later than May 7, 2024. SC2 has engaged Olympia Trust Company as Depositary and Information Agent and MLT Aikins LLP as legal advisor. Olympia Trust Company will receive a fee of CAD 5,000 for its services as Depositary and Information Agent.