Concerned Shareholders Announce Nomination of Directors to Board of Sherritt International Corporation

HALIFAX, April 3, 2014 /CNW/ - Concerned Shareholders, led by Clarke Inc. ("Clarke") (TSX: CKI; CKI.DB.A), today submitted a notice of intention to Sherritt International Corporation ("Sherritt") to nominate three new directors (the "Shareholder Nominees") for election to the Board of Directors at Sherritt's Annual and Special Meeting to be held on May 6, 2014 (the "Meeting").

The Shareholder Nominees are: Ashwath Mehra, a 28-year metals business veteran and former Senior Partner at Glencore International AG and CEO of MRI Trading AG; David Wood, Chief Financial Officer of the Municipal Group of Companies, and; George Armoyan, President and CEO of Clarke Inc., one of Sherritt's largest shareholders. Full biographies of the Shareholder Nominees are below.

As set out in the notice and the enclosed materials submitted to Sherritt (collectively, the "Notice"), which were submitted today pursuant to the Advance Notice By-Law adopted by Sherritt on January 10, 2014, the Concerned Shareholders are seeking to elect the Shareholder Nominees to ensure the Board of Directors of Sherritt acts on behalf of all shareholders and increases its focus on creating shareholder value and its ability to deliver that value.  

The Concerned Shareholders had earlier advised Sherritt that they intended to submit nominees in compliance with the Company's Advance Notice By-Law. However, Sherritt chose to issue its Management Information Circular several days earlier than the deadline for nominations under the By-Law, allowing it to avoid informing shareholders about the nominees of the Concerned Shareholders. Instead, Sherritt has misinformed shareholders about the nominees and even attacked individuals who are not nominees.

The Concerned Shareholders' nominees will strengthen Sherritt's Board by bringing decades of international metals experience as well as expertise in mine site and infrastructure development and financing. They will also be better representatives of Sherritt's shareholders since their interests will be more aligned with other shareholders. The current Board and management own only approximately 0.25% of Sherritt's common shares.  The Concerned Shareholders control approximately 5.3% of the shares and their nominees expect to invest personally and significantly in Sherritt after their election.

"Directors should share in the risks and the rewards alongside the shareholders of Sherritt. We believe a primary cause of Sherritt's dismal performance is that the Board has no incentive to improve the return to shareholders. The directors are not significant investors but are exceptionally well paid, no matter how the Company or its shares perform," said George Armoyan, President and Chief Executive Officer of Clarke. "Sherritt belongs to its shareholders. Together, we can regain the value lost."

As previously announced on March 20, 2014, the Concerned Shareholders have also submitted four shareholder proposals designed to protect investors from further ill-considered acquisitions and to reform excessive and inappropriate compensation practices at Sherritt.  The incumbent Board has adopted three of these proposals, and now claims them as its own, but this proves that the only improvements in governance at Sherritt are the result of the Concerned Shareholders' actions. However, the Board continues to reject shareholder representation on the Board.

The Concerned Shareholders' Information Circular will be filed and mailed to Sherritt shareholders in due course. It will provide more information about the Shareholder Nominees, the need for change at Sherritt, the shareholder proposals and other matters to be considered at the Meeting. Fellow shareholders are asked to review the information circular and to compare the Concerned Shareholders recommendations for creating value to the value destruction and inaction under the current Board and management.

Further Background Information About the Shareholder Nominees:

Ashwath Mehra

Ashwath Mehra is currently CEO of Astor Group, a resource advisory and investment business, a director of Northern Iron Ltd., an Australian-listed company whose principal asset is an iron ore mine in Norway, a director of EMED Mining Ltd., a London and Toronto-listed company, whose principal asset is the Rio Tinto copper mine in Spain and a director of Fancamp Exploration Ltd., a Toronto Venture-listed resource exploration company. Mr. Mehra has extensive experience creating value for shareholders through various mining, commodity marketing and international businesses over his 28-year career.

From 1986 to 1990, Mr. Mehra worked for Philipp Brothers, a leading commodity firm, where he ran the nickel, zinc and copper business divisions. From 1990 to 2000, Mr. Mehra was a Senior Partner at Glencore International AG (and its predecessor) where he ran the nickel and cobalt businesses and was responsible for establishing Glencore's operations in India. Mr. Mehra was responsible for transforming Glencore's nickel marketing business into the largest business of its kind in the world, expanding physical nickel marketing from 10,000 tons per year to more than 100,000 tons annually. From 2001 to 2011, Mr. Mehra acted as CEO and later as Co-Owner of MRI Trading AG, one of the world's largest physical metal commodity trading businesses. At MRI, Mr. Mehra was responsible for successfully restructuring the company, completing a management-led buyout of the company, growing the company to include non-trading businesses and selling the company at a price that returned very substantial returns for shareholders over eight years.

Mr. Mehra was educated at the London School of Economics and Political Science where he studied economics and philosophy.

Mr. Mehra can add both metals expertise and a proven track record of creating shareholder value to Sherritt's Board of Directors He has extensive experience in the following areas: nickel and cobalt, physical commodity marketing, resource development, international business, restructuring, risk management, board leadership, debt and equity financings, and M&A.

David Wood

David Wood is currently Vice President Finance and CFO of the Municipal Group of Companies and a director of Holloway Lodging Corp. Mr. Wood has 30 years of accounting, finance, international business and board experience.

Mr. Wood started his career in the accounting firm Doane Raymond (subsequently Grant Thornton). Mr. Wood joined Municipal in 1988 where he rose from Assistant Controller to Vice President Finance and CFO and a member of the company's Executive Committee. Municipal is the largest civil contractor in Atlantic Canada, and has one of the largest heavy equipment fleets in Canada. It has been actively engaged in road building, heavy construction and mining infrastructure projects throughout the world, including environmental remediation and reclamation projects in Brunei, and road and airport construction in Bermuda and Turks and Caicos. As CFO and a member of the company's Executive Committee, Mr. Wood has been instrumental in growing the Municipal Group of Companies. As an example, Mr. Wood was involved in the Route 1 Gateway Project in New Brunswick, a $1.2 billion design, build and maintain project for a 240-km highway that was delivered on budget and six months ahead of schedule. Mr. Wood has also been involved in significant iron ore projects in Northern Quebec and Newfoundland and Labrador, working closely with companies like: Tata Steel, ArcelorMittal, Iron Ore Company of Canada and Consolidated Thomson Iron Mines Ltd. Two examples include the hauling and blasting of the Luce Expansion project for the Iron Ore Company of Canada, and the construction of a 34-km railway for Consolidated Thomson Iron Mines Ltd. Most recently, Mr. Wood was a director of General Donlee Canada Inc. where, during his four years on the board, the company generated a total shareholder return of 92%.

Mr. Wood received a Bachelor of Business Administration degree from Acadia University and his Certified Management Accountant designation.

Mr. Wood can add tremendous value to Sherritt's Board of Directors given his ability to deliver major mining and infrastructure projects on time and on budget. Mr. Wood has extensive experience in the following areas: capital spending and procurement, large project financing, mine site infrastructure development, environmental reclamation, international business, board leadership and finance and M&A.

George Armoyan

George Armoyan is currently President and CEO of Clarke Inc. Since 1982, Mr. Armoyan has successfully founded and grown numerous businesses and created shareholder value at numerous public companies by restructuring operations and applying a common sense approach to business.

A few examples of Mr. Armoyan's track record are as follows:

• Founded and grew Armco Capital Inc. into one of the largest land development company in Eastern Canada, regularly delivering hundreds of residential lots annually to homebuilders.
  
• Designed and built 15 schools for the Provinces of Nova Scotia and New Brunswick under "public private partnership" structures. Mr. Armoyan delivered all 15 schools ahead of schedule and on budget. Scotia Schools Trust maintains an A+ credit rating with Standard & Poors, which is six ranks higher than Sherritt's current credit rating of BB+.
  
• Acquired an 11% ownership interest in FPI Limited, a provider of seafood products, and joined the company's board of directors. Under Mr. Armoyan's leadership, the company restructured its operations, including substantially reducing working capital and debt, eliminating unprofitable products and closing production and warehouse facilities. These efforts resulted in a 126% shareholder return in 18 months.
  
• Acquired a 19% ownership interest in Halterm Income Fund, a logistics business comprised of maritime, rail and truck transportation systems that were facing a  challenging business environment. After joining the company's board, Mr. Armoyan was instrumental in bringing in a qualified CEO and significantly reducing the company's cost structure. After four years, Mr. Armoyan led a sale of the company delivering a 164% total return to shareholders.
  
• Acquired a 24% ownership interest in General Donlee Canada Inc., a manufacturer of precision-machined products for the military, aerospace, nuclear and oil and gas industries, and became Chairman of the company. Mr. Armoyan led the company to significant success over a nine-year period, culminating in a sale of the company and a 591% total shareholder return.

Mr. Armoyan received a Bachelor of Civil Engineering from Dalhousie University.

Mr. Armoyan has a significant stake in Sherritt and brings true shareholder representation to Sherritt's Board of Directors. Mr. Armoyan has an ability and track record in identifying undervalued companies, working with management to restructure and improve those companies using a proven approach to business and creating significant value for all shareholders over time. 

Advisors to the Concerned Shareholders

The Concerned Shareholders, through Clarke Inc., have engaged Hansell LLP as legal advisor, and Lute & Company as communications advisor in connection with its dialogue with Sherritt. CST Phoenix Advisors has been retained as proxy solicitor and strategic advisor.

About the Concerned Shareholders of Sherritt

Members of the Concerned Shareholders of Sherritt have been investors in the Company since May 2011. They are led by Halifax-based Clarke Inc. which invests in a variety of private and publicly-traded businesses and participates actively where necessary to enhance performance and increase the return to shareholders. Clarke's securities trade on the Toronto Stock Exchange (CKI; CKI.DB.A); for more information about Clarke, please visit the website at www.clarkeinc.com.

Proxy Solicitation Made by Public Broadcast

Document Containing the Information Required by Form 51-102F5 Information Circular
In Respect of Proposed Nominees for Election as Directors of Sherritt International Corporation

This document is being filed pursuant to section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations in connection with the proposed nomination by the Concerned Shareholders led by Clarke Inc. ("Clarke") of Ashwath Mehra, David Wood and George Armoyan (the "Shareholder Nominees") for election as directors of Sherritt International Corporation ("Sherritt") at the meeting of shareholders to be held on May 6, 2014, including any and all adjournments or postponements of such meeting (the "Meeting"). The information that follows in this section is provided in accordance with corporate and securities laws applicable to the public broadcast exemption to solicitations.

Additional Information Concerning the Shareholder Nominees

The following table includes, in respect of each Shareholder Nominee, his name, province or state and country of residence, his principal occupation, business or employment within the five preceding years, and the number of Sherritt common shares beneficially owned, or controlled or directed, directly or indirectly, by such Shareholder Nominee as of the date of this document.

Notes:

1. The information as to principal occupation, business or employment not being within the knowledge of Clarke, has been furnished by the respective Shareholder Nominee.
   
2. The information concerning the common shares of Sherritt beneficially owned, or controlled or directed, directly or indirectly, not being within the knowledge of Clarke, has been furnished by the respective Shareholder Nominee.
   
3. 435,600 Shares are held by George Armoyan and Geosam Capital Inc., a company over which Mr. Armoyan exercises control or direction.
   
4. 1,111,000 Shares are held by Mr. Armoyan's wife, Hripsimé Armoyan, and Geosime Capital Inc., a company over which Mrs. Armoyan exercises control or direction.
   
5. 14,465,700 Shares are owned indirectly or controlled by Clarke Inc., a company in which Mr. Armoyan has a minority ownership interest and acts as President and CEO. These Shares are held by Quinpool Holdings Limited Partnership, a subsidiary of Clarke Inc., and by Clarke Inc. Master Trust, an entity that holds investments for one or more of the Clarke Inc. pension plans. Mr. Armoyan expressly disclaims ownership, control and direction over the Shares owned or controlled by Clarke Inc.

Each of the Shareholder Nominees has consented to serving as a director of Sherritt and, if elected, will hold office until the next annual general meeting of Sherritt shareholders or until his successor is duly elected or appointed, unless his office is earlier vacated. Each of the Shareholder Nominees is qualified to be a director under the Business Corporations Act (Ontario), and none of the Shareholder Nominees has been or is currently a director of Sherritt, or has held any other position or office with Sherritt or any of its affiliates. If elected as a director of Sherritt, each of the Shareholder Nominees would be "independent" of Sherritt (within the meaning of Sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committees).

Except as provided below, to the knowledge of Clarke, no Shareholder Nominee is, at the date hereof, or has been, within 10 years before the date hereof: (a) a director, chief executive officer or chief financial officer of any company that (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days (each, an "order"), in each case that was issued while the Shareholder Nominee was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the Shareholder Nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; (b) a director or executive officer of any company that, while such Shareholder Nominee was acting in that capacity, or within a year of such Shareholder Nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (c) someone who became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such Shareholder Nominee.

a)  George Armoyan served as a member of the Board of Directors for HIP Interactive Corp. during the period of May 27, 2005 to June 28, 2005. On July 11, 2005, the Ontario Superior Court of Justice appointed an interim receiver for HIP Interactive Corp. under the federal Bankruptcy and Insolvency Act.

b)  George Armoyan previously served as members of the Board of Directors of Shermag Inc., which on May 5, 2008 announced that it had obtained protection under the Companies' Creditors Arrangement Act (Canada) ("CCAA") in the Québec Superior Court. Shermag Inc. emerged from CCAA protection in October 2009.

Except as provided below, to the knowledge of Clarke, as at the date hereof, no Shareholder Nominee has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation, or by a securities regulatory authority, or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a Shareholder Nominee.

a)  On October 9, 2009, the Nova Scotia Securities Commission approved a settlement agreement between Clarke Inc. and Geosam Investments Limited ("Geosam") and staff of the Commission. The settlement related to staff's investigation of a 2005 trade by Clarke and Geosam in the securities of Advanced Fiber Technologies Fund ("AFT") that was initially announced by Clarke in February 2008. In the settlement, Clarke and Geosam acknowledged that they acted contrary to the public interest in failing to exercise sufficient due diligence relating to information concerning AFT. The settlement agreement acknowledged that Clarke between 2005 and 2008 approved new internal policies and procedures and that Clarke and Geosam co-operated with staff of the Commission in its investigation. Under the settlement agreement Clarke and Geosam paid an administrative penalty of $400,000 (of which Clarke paid $300,000) and $15,000 each toward costs of the investigation. A special committee of Clarke's Board of Directors oversaw the settlement agreement on behalf of Clarke.

Other than the Shareholder Nominees' agreement to be nominated as a director of Sherritt, none of the Shareholder Nominees is to be elected under any arrangement or understanding between such Shareholder Nominee and any person or company.

None of Clarke and its directors and officers, or, to the knowledge of Clarke, any associates or affiliates of the foregoing, or to the knowledge of Clarke, any of the Shareholder Nominees or their respective associates or affiliates, has: (i) any material interest, direct or indirect, in any transaction since the commencement of Sherritt's most recently completed financial year, or in any proposed transaction which has materially affected or will materially affect Sherritt or any of its subsidiaries; or (ii) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors.

None of the Shareholder Nominees or any of the current directors or officers of Clarke, as applicable, are or have been a dissident (as that term is defined in the Business Corporations Act (Ontario)) with respect to any other matter within the preceding ten years. Participation of the Shareholder Nominees in the current solicitation will consist of the solicitation of dissident proxies.

Additional Information made by Public Broadcast Disclosure

This solicitation is being made by or on behalf of the Concerned Shareholders led by Clarke and not by or on behalf of the management of Sherritt. All costs incurred for any solicitation will be borne by Clarke, provided that, subject to applicable law, Clarke may seek reimbursement from Sherritt of Clarke's out-of-pocket expenses, including proxy solicitation expenses and legal fees, reasonably incurred in connection with the requisitioning and solicitation of proxies for the Meeting.

Any proxies solicited, including in connection with a meeting, may be solicited by or on behalf of Clarke, including by professional proxy solicitors which may be retained by Clarke from time to time, and such proxies may be solicited by way of public broadcast, including through press releases, speeches or publications, as well as by mail, telephone, e-mail or other electronic means or in person or by any other manner permitted under applicable laws.

Clarke has also retained CST Phoenix Advisors ("Phoenix") as its shareholder and proxy advisor. Phoenix's responsibilities principally include advising Clarke on governance best practices, where applicable, liaising with proxy advisory firms, developing and implementing shareholder communication and engagement strategies, and advising with respect to meeting and proxy protocol. Phoenix is also responsible for the solicitation of retail shareholders and other strategic advice. Pursuant to the agreement with Phoenix, for its solicitation services, Phoenix will receive a fee up to $450,000, plus disbursements and a telephone call fee.     

A shareholder has the right to revoke a proxy under subsection 110(4) of the Business Corporations Act (Ontario). A registered holder of common shares of Sherritt ("Shares") that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy to be provided by Clarke, or as otherwise provided in the information circular from Clarke, once made available to shareholders; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing, as the case may be: (i) at the same address where the original form of proxy was delivered at any time up to and including the last business day preceding the day the Meeting or any adjournment or postponement of the Meeting is to be held, or (ii) with the chairman of the Meeting prior to its commencement on the day of the Meeting or any adjournment or postponement of the Meeting; or (c) in any other manner permitted by law.

A non-registered holder of Shares will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a non-registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect in respect of the Meeting.

Sherritt's principal and head office is located at 1133 Yonge Street, Toronto, Ontario M4T 2Y7. A copy of this press release may be obtained on Sherritt's SEDAR profile at www.sedar.com.

Beneficial Ownership and Trades in Securities

The direct or indirect ownership of Shares by the Shareholder Nominees and the trades in Shares (and warrants to acquire Shares) made by or at the direction of the Shareholder Nominees during the preceding two years are set forth in the table at Appendix A to this document.

Currency

Unless otherwise indicated, all amounts in this document are stated in Canadian dollars.

Notice to United States Shareholders

This solicitation is not subject to the requirements of Section 14(a) of the United States Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"). Accordingly, this solicitation is made in the United States with respect to securities of Sherritt in accordance with Canadian corporate and securities laws and this press release has been prepared in accordance with disclosure requirements applicable in Canada. Shareholders of Sherritt in the United States should be aware that these Canadian requirements are different from the requirements applicable to proxy statements under the U.S. Exchange Act.

Forward-looking Statements and Information

This document may contain or refer to certain forward-looking statements relating, but not limited to, Clarke's expectations, intentions, plans and beliefs with respect to Clarke. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "does not expect", "is expected", "budget", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or equivalents or variations, including negative variations, of such words and phrases, or state that certain actions, events or results, "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. These forward-looking statements include, but are not limited to, statements regarding the trading price of the Company's securities not fully reflecting the value of the Company's business.  Forward-looking statements include, without limitation, those with respect to Clarke's plans or intentions related to Sherritt and the results of implementing any said plans.

Forward-looking statements rely on certain underlying assumptions that, if not realized, can result in such forward-looking statements not being achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results of Clarke to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. Risks and uncertainties include, among others, the Company's investment strategy, legal and regulatory risks, general market risk, foreign currency fluctuations and Clarke's ability to successfully implement its plans for Sherritt. Although Clarke has attempted to identify important factors that could cause actual actions, events or results or cause actions, events or results not to be estimated or intended, there can be no assurance that forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Other than as required by applicable Canadian securities laws, Clarke does not update or revise any such forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events. Accordingly, readers should not place undue reliance on forward-looking statements.

Appendix A

Within the past two years, the securities purchased or sold by the Concerned Shareholders are as follows:

SOURCE Clarke Inc.