An anonymous director reports

SHERRITT ANNOUNCES EXCLUSIVITY AGREEMENT WITH GILLON CAPITAL AND APPOINTMENT OF INDEPENDENT DIRECTOR

Sherritt International Corp. is providing an update on the non-binding term sheet entered into with Gillon Capital LLC regarding a proposed private placement, as previously disclosed in the corporation's news release dated May 20, 2026.

In connection with the term sheet, the corporation has entered into an exclusivity agreement with Gillon Capital providing for a 120-day period of exclusive negotiations with respect to the private placement. The period of exclusivity was entered into to allow the parties to complete their respective due diligence reviews and negotiate a definitive agreement with respect to the private placement.

Since the announcement of the term sheet, the parties have each engaged financial, legal and other advisers, and are working collaboratively to navigate the legal, regulatory and commercial complexities identified through the due diligence process to date, including matters arising from the corporation's operations in Cuba and the United States regulatory and sanctions environment. The parties continue to engage constructively with relevant governmental and regulatory authorities, as well as other stakeholders, in furtherance of these matters.

The private placement remains subject to the execution of definitive documentation, satisfaction of customary conditions, the approval of the U.S. Department of the Treasury's Office of Foreign Assets Control and the receipt of all required regulatory approvals, including the approval of the Toronto Stock Exchange. There can be no assurance that these complexities will be resolved on terms satisfactory to both parties or at all, or that the private placement will be completed, or completed on the terms previously described, or completed in a timely manner.

Board of directors update

The board of directors of the corporation is actively engaged in a process to recruit additional qualified candidates for appointment as independent directors. The corporation is pleased to announce the appointment of Tabrez Khan as an independent director effective June 12, 2026, bringing deep M&A (merger and acquisition), financial and strategic advisory experience to the board. Tabrez Khan was nominated to the board by Kyma Capital Opportunities Master Fund Ltd., pursuant to Kyma's nomination right under the investor rights agreement dated as of April 22, 2025, between the corporation and Kyma.

Mr. Khan is an accomplished resource sector leader with more than 20 years of experience in global transactions and strategic advisory bringing significant experience advising public and private companies, financial institutions, and government stakeholders on large-scale transactions, restructurings and strategic initiatives. He is a partner and co-founder of GENesis Capital Advisory, where he advises clients, including critical minerals and energy companies on strategy, M&A and financing, with a strong record of originating and executing complex cross border transactions. He previously spent over two decades with Ernst & Young, where he held senior leadership roles in leading origination of transactions and advising on strategic initiatives for resource sector clients. He is a chartered accountant and holds a global executive MBA from INSEAD.

Concurrent with Mr. Khan's appointment to the board, he was appointed to the audit committee of the board. Following Mr. Khan's appointment, the audit committee consists of Dr. Peter Hancock, Chih-Ting Lo and Tabrez Khan. As Dr. Hancock is the interim chief executive officer of Sherritt, he is not considered independent under National Instrument 52-110 -- Audit Committees. Sherritt is relying on the temporary exemption provided in Section 3.5 of NI 52-110 for Dr. Hancock's membership on the audit committee. Following Mr. Khan's appointment, the audit committee is compliant with the requirements of NI 52-110 and the rules of the Toronto Stock Exchange.

As previously announced, the corporation is currently subject to a failure-to-file cease trade order, effective May 21, 2026, as a result of the corporation's failure to file its first quarter 2026 interim financial statements, management's discussion and analysis, and related officer certifications (the quarterly documents). The corporation anticipates filing the quarterly documents in the coming weeks. The resumption of trading in Sherritt's shares is subject to regulatory and stock exchange approval. Sherritt will continue to provide timely public disclosure as circumstances develop.

About Sherritt International Corp.

Sherritt is a world leader in using hydrometallurgical processes to mine and refine nickel and cobalt -- metals deemed critical for the energy transition. Leveraging its technical expertise and decades of experience in critical minerals processing, Sherritt is committed to expanding domestic refining capacity and reducing reliance on foreign sources. The corporation operates a strategically important refinery in Alberta, Canada, recognized as the only significant cobalt refinery and one of just three nickel refineries in North America.

Sherritt's common shares are listed on the Toronto Stock Exchange under the symbol S.

We seek Safe Harbor.