Concerned Shareholders Call On Sherritt to Withdraw Misleading Proxy and Amend Information Circular

HALIFAX, NS, April 10, 2014 /CNW/ - Concerned Shareholders, led by Clarke Inc. ("Clarke") (TSX: CKI; CKI.DB.A), today called on the Board of Directors of Sherritt International Corporation ("Sherritt") to withdraw and replace the Company's blue form of proxy because it deliberately misleads shareholders about nominees for election to the Board at Sherritt's Annual and Special Meeting to be held on May 6, 2014.

In a letter sent to the Sherritt Board today, the Concerned Shareholders, acting on behalf of all the Company's shareholders, also demanded that Sherritt issue an amended Management Information Circular since the version filed on March 28, 2014 and mailed to shareholders also contained false and misleading information.

Current directors of Sherritt were advised well before Sherritt issued its circular that the Concerned Shareholders would not be nominating Dustin Haw and Michael Rapps as directors of Sherritt, but would provide the names of its nominees in compliance with the Advance Notice Bylaw recently adopted by Sherritt's Board. Nevertheless, Sherritt disregarded the supposed intention of its own Bylaw and issued its circular knowingly and falsely claiming that Mr. Haw and Mr. Rapps would be nominated, and attacking them inappropriately.

Today's letter from George Armoyan, president and CEO of Clarke, to Sherritt's Board of Directors, notes: "With full knowledge that the Concerned Shareholders would be putting nominees forward, and armed with the protection of the Board's Advance Notice Bylaw, you thwarted the very purpose of that Bylaw and issued management's circular before the deadline for submission of nominations." The letter also notes: "The Sherritt directors should be ashamed to have used the shareholder voting system as a tool to entrench themselves."

The result of contravening the purpose of its own new Bylaw was that Sherritt told its shareholders that the Concerned Shareholders' nominees were Mr. Haw, Mr. Rapps, and Mr. Armoyan, when the Board was fully aware that Mr. Haw and Mr. Rapps would not be nominated. The names of Ashwath Mehra and David Wood, who along with Mr. Armoyan are the Concerned Shareholder nominees, do not appear in Sherritt's Circular or on its current form of proxy.

"This manoeuvring exposes Sherritt's real attitude to corporate governance. The Sherritt Board set out to mislead and confuse its own shareholders by distributing information it knew to be false. Even for a Board as hostile to its own shareholders as Sherritt, it is a new low in corporate governance to pretend to go through the motions of an election when all the candidates' names are not on the ballot," Mr. Armoyan said. "The Board has an obligation to all shareholders to correct its actions and to ensure that voting at the Annual and Special meeting is fair and impartial. If the Board will not meet that obligation voluntarily, the Concerned Shareholders will make sure it does. That is in the best interest of all Sherritt shareholders." 

The Board's deliberate and manipulative action requires immediate correction. The Concerned Shareholders, on behalf of all Sherritt shareholders, have called on the Board of Directors to:

1. Declare as spoiled the form of proxy printed on blue paper purposely distributed by Sherritt at the direction of the Sherritt board for the purpose of compromising the shareholder vote.
2. Reissue Sherritt's circular, explaining to shareholders that the March 28, 2014 Circular contained information about the Clarke nominees that the Sherritt Board knew to be incorrect.
3. Accompany the reissued Sherritt Circular with a replacement management proxy that is a colour other than blue or green, the colour selected by the Concerned Shareholders.   
   

The complete Concerned Shareholders Information Circular can be downloaded at www.SaveOurSherritt.com and www.sedar.com.

Sherritt shareholders are advised to vote using the GREEN form of proxy that accompanies the Concerned Shareholders' Circular. They should disregard any proxy sent by Sherritt management and, even if they have voted a blue management proxy, they have the right to change their vote using a later-dated GREEN proxy. Only the last-dated proxy is counted.

In order for the GREEN proxy to be counted, it must be submitted consistent with the instructions on the proxy and must be received no later than 5:00 p.m. Toronto time on Thursday May 1, 2014.

Discard the blue proxy. Vote only the GREEN proxy for positive change at Sherritt.

Sherritt shareholders with questions can call 1-800-294-3174 or visit our website at www.SaveOurSherritt.com for more information.

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 http://www.clarkeinc.com/.

Statements Regarding Forward-Looking Information

This news release may contain forward-looking statements or forward-looking information within the meaning of applicable securities laws, including, without limitation, in respect of Clarke's and Sherritt's priorities, plans and strategies for Sherritt and Sherritt's anticipated financial and operating performance and prospects. All statements and information, other than statements of historical fact, included or incorporated by reference into this Circular are forward-looking statements and forward-looking information, including, without limitation, statements regarding activities, events or developments that Clarke expects or anticipates may occur in the future. Such forward-looking statements and information can be identified by the use of forward-looking words such as "will", "expect", "intend", "plan", "estimate", "anticipate", "believe" or "continue" or similar words and expressions or the negative thereof.

We caution readers of this news release not to place undue reliance on forward-looking statements and information contained in the news release, which are not a guarantee of performance, events or results and are subject to a number of risks, uncertainties and other factors that could cause actual performance, events or results to differ materially from those expressed or implied by such forward-looking statements or information. Sherritt's shareholders are cautioned that all forward-looking statements and information involve risks and uncertainties, including those risks and uncertainties detailed in Sherritt's continuous disclosure and other filings with applicable Canadian securities regulatory authorities, copies of which are available on SEDAR at www.sedar.com. We urge you to carefully consider those factors.

The forward-looking statements and information contained in this news release are expressly qualified in their entirety by this cautionary statement. The forward-looking statements and information included in this news release are made as of the date hereof and Clarke undertakes no obligation to publicly update such forward-looking statements or information to reflect new information, subsequent events or otherwise, except as required by applicable laws.

Additional Information

Sherritt has announced that it will hold its annual meeting of shareholders on May 6, 2014. The Concerned Shareholders' nominees will be considered for election at that meeting. The Concerned Shareholders filed a Circular on April 9, 2014, together with a GREEN proxy or voting instruction form. SHAREHOLDERS OF SHERRITT ARE URGED TO READ THE CIRCULAR CAREFULLY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain free copies of the Circular and any amendments or supplements thereto and further proxy circulars at no charge on SEDAR at www.sedar.com. In addition, shareholders will also be able to obtain free copies of the proxy circular and other relevant documents by calling the Concerned Shareholders' proxy solicitor, CST Phoenix Advisors at 1-866-822-1237.

Information in Support of Public Broadcast Solicitation

The Concerned Shareholders led by Clarke are relying on the exemption under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.

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.

Sherritt's principal and head office is located at 1133 Yonge Street, Toronto, Ontario M4T 2Y7.

The Concerned Shareholders have filed an information circular dated April 8, 2014 containing the information required by Form 51-102F5 – Information Circular in respect of the Shareholder Nominees. The Circular is available on Sherritt's company profile on SEDAR at www.sedar.com and at www.SaveOurSherritt.com, and is also being mailed to shareholders of Sherritt.

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.

All costs incurred for any solicitation will be borne by Clarke.

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. 

To the knowledge of the Concerned Shareholders, neither the Concerned Shareholders nor any of their managers, directors or officers, or any associates or affiliates of the foregoing, nor any of the Concerned Shareholders' nominees, or their respective associates or affiliates, has: (i) any material interest, direct or indirect, in any transaction since the beginning of Sherritt's most recently completed financial year or in any proposed transaction that has materially affected or would 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 currently known to be acted upon at the meeting of Sherritt shareholders other than the election of directors.

SOURCE: Clarke Inc.

Shareholders: Susy Monteiro, CST Phoenix Advisors, 1-866-822-1237, 647-351-3085, [email protected]; Dustin Haw, Vice President, Investments, Clarke Inc., 416.855.1928, 416.930.1982, [email protected]; Media: John Lute, Lute & Company, 416-929-5883, [email protected]