Securities Law & Instruments


Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Canada Business Corporations Act.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b).


CONSENT (Subsection 4(b) of the Regulation)

UPON the application of Sherritt International Corporation (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent from the Commission pursuant to subsection 4(b) of the Regulation, for the Applicant to continue into another jurisdiction pursuant to Section 181 of the OBCA (the "Continuance");

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant was incorporated by articles of amalgamation under the OBCA on December 1, 2010.

2. The head and registered office of the Applicant is 181 Bay Street, 26th Floor, Toronto, ON M5J 2T3.

3. The authorized capital of the Applicant consists of an unlimited number of common shares ("Common Shares"), of which 293,853,001 were issued and outstanding as of March 31, 2016. All of the issued and outstanding Common Shares are listed for trading on the Toronto Stock Exchange (the "Exchange") under the symbol "S". As of March 31, 2016, there were an aggregate of 9,678,416 stock options ("Options") outstanding under the Applicant's stock option plan. The Options are not listed for trading on any stock exchange. The Applicant also has several series of senior unsecured debentures outstanding:

(a) 8.00% Senior Unsecured Debentures ("8.00% Debentures") ($400 million in aggregate principal) issued November 2, 2011 pursuant to a trust indenture dated November, 2011 between the Corporation and Computershare Trust Company of Canada, as trustee (as amended or supplemented, the "2011 Indenture") and a first supplemental indenture dated November 2, 2011. On October 10, 2014 the Corporation completed the purchase of $150 million of the 8.00% Debentures and certain amendments to the 2011 Indenture (the "2014 Amendments") were adopted;

(b) 7.50% Debentures ("7.50% Debentures") ($500 million in aggregate principal) issued September 24, 2012 pursuant to the 2011 Indenture and a second supplemental indenture dated September 24, 2012, as amended by the 2014 Amendments (the "Amended Indenture"). The Corporation completed the purchase of $250 million of the 7.50% Debentures on October 10, 2014: and

(c) 7.875% Debentures ("7.875% Debentures") ($250 million in aggregate principal) issued October 10, 2014, pursuant to the Amended Indenture.

As of December 31, 2015, $250 million principal amount of the 8.00% Debentures, $250 million of the principal amount of the 7.50% Debentures and $250 million principal amount of the 7.875% Debentures were outstanding. The 8.00% Debentures, the 7.50% Debentures and the 7.875% Debentures trade in the over the counter bond market. The Applicant does not have any securities listed on any other exchanges.

4. The Applicant is a leader in the mining and refining of nickel and cobalt from lateritic ores with projects and operations in Canada, Cuba and Madagascar. The Applicant is the largest independent energy producer in Cuba, with extensive oil and power operations on the island. The Applicant licenses its proprietary technologies and provides metallurgical services to mining and refining operations worldwide.

5. The Applicant intends to apply (the "Application for Continuance") to the Director, pursuant to section 181 of the OBCA, to continue as a corporation under the Canada Business Corporations Act, R.S.C. 1985 c, C-44 (the "CBCA") under its name "Sherritt International Corporation". The Applicant has a Federal Reservation Report in the name of "Sherritt International Corporation" under name reservation number 118276013.

6. Pursuant to subsection 4(b) of the Regulation, where an applicant corporation is an offering corporation, the Application for Continuance must be accompanied by a consent from the Commission.

7. The Applicant is an offering corporation under the OBCA and is a reporting issuer under the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") and the securities legislation of each province and territory of Canada (collectively, the "Legislation"). The Commission is currently the Applicant's principal regulator.

8. The Applicant intends to remain a reporting issuer under the Act and the Legislation after the Continuance.

9. The Applicant is not in default of: (i) any of the provisions of the OBCA, the Act or the Legislation, including any of the rules or regulations made thereunder; and (ii) any of the rules, regulations or policies of the Exchange.

10. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, pending proceeding under the OBCA, Act or Legislation.

11. A summary of the material provisions respecting the proposed Continuance was provided to the shareholders of the Applicant in the management information circular of the Applicant dated April 6, 2016 (the "Circular") in respect of the Applicant's annual and special meeting of shareholders which was held on May 10, 2016 (the "Meeting"). The Circular includes full disclosure of the reasons for, and the implications of, the proposed Continuance and a summary of the material differences between the OBCA and the CBCA. The Circular was mailed on April 15, 2016 to shareholders of record at the close of business on March 31, 2016 and was filed on April 13, 2016 on the System for Electronic Document Analysis and Retrieval.

12. In accordance with the OBCA and the Applicant's constating documents, the special resolution of shareholders (the "Continuance Resolution") to be obtained at the Meeting in connection with the proposed Continuance required the approval of not less than two-thirds of the aggregate votes cast by the shareholders present in person or represented by proxy at the Meeting. Each shareholder was entitled to one vote for each Common Share held.

13. Pursuant to Section 185 of the OBCA, all shareholders of record as of the record date for the Meeting had the right to dissent in connection with the Application for Continuance. The Circular advised the shareholders of their dissent rights in accordance with applicable law.

14. The Continuance Resolution was approved at the Meeting by 93.52% of the votes cast by the shareholders of the Applicant. None of the shareholders of the Applicant exercised dissent rights pursuant to Subsection 185 of the OBCA at the Meeting.

15. Following the Continuance, the Applicant's head and registered office will remain located at 181 Bay Street, 26th Floor, Toronto, ON M5J 2T3 and Ontario will remain the Applicant's principal regulator.

16. The Applicant's material rights, duties and obligations under the CBCA will be substantially similar to those under the OBCA.

17. The Continuance is proposed to be made as the Applicant believes it to be in its best interest to conduct its affairs in accordance with the CBCA.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the CBCA.

DATED at Toronto, Ontario this 3rd day of June, 2016.

"Anne Marie Ryan"
Ontario Securities Commission
"Deborah Leckman"
Ontario Securities Commission