KYMA CAPITAL: THE CAST HAS BARELY CHANGED, AND NEITHER HAS SHERRITT'S PLAYBOOK
Sherritt's largest economic stakeholder calls the December AGM "choreography", demands full disclosure of transaction-related incentives and confirms its intention to seek Dr. Peter Hancock's removal
LONDON and TORONTO, July 20, 2026 /PRNewswire/ -- Kyma Capital Limited ("Kyma"), a long-term stakeholder in Sherritt International Corporation ("Sherritt" or the "Company"), today responded to recent public statements by Sherritt and the Ad Hoc Group of the Company's outstanding notes.
Kyma owns approximately one-third of Sherritt's outstanding notes and approximately 15% of its common shares. To Kyma's knowledge, no other stakeholder has a greater current economic interest across Sherritt's capital structure. Kyma has held a non-controlling interest in Sherritt for more than five years and has supported the Company through several periods of significant financial and operational difficulty.
On Friday, July 10, 2026, Kyma wrote to Sherritt's Board raising serious concerns about the Board's conduct, including the decision by the Board to enter into a four-month exclusivity agreement with Gillon Capital prior to running a proper marketing process that restricts the Board from considering other potentially superior proposals, and confirming Kyma's intention to requisition a special meeting of the Company's shareholders to remove Dr. Hancock and the one other existing director on the Board and elect two independent replacement directors.
Following the receipt of that letter, on Monday, July 13, 2026, Sherritt announced that its annual meeting would be held on December 15, 2026, a transparent and amateurish ploy by the Board and its advisors to rely on a technical rule to deny Kyma the ability to requisition a meeting sooner.
The Company said the meeting date follows the anticipated October 12 expiry of its Gillon exclusivity and would permit a Gillon transaction or another deal negotiated afterward to be presented to stakeholders.
Akshay Shah, Kyma's Chief Investment Officer, said: "Delay is a decision. A meeting scheduled after exclusivity expires is not accountability. It is choreography. Well-governed and well-advised boards that are seeking to act in the best interests of all stakeholders do not behave in this way."
"Sherritt wants the process controlled by Dr. Hancock and the existing Board to run through its decisive period first, with shareholders permitted to vote afterward. A December vote following an October exclusivity deadline is a post-mortem, not shareholder democracy."
Majority noteholders contradict Sherritt's account
Sherritt has publicly stated that it remains in "active discussions" with its senior lenders and noteholders regarding a comprehensive recapitalisation.
The Ad Hoc Group of Sherritt noteholders has now publicly stated that there has been no meaningful engagement with the Ad Hoc Group or its advisers regarding a comprehensive recapitalisation, or otherwise.
In its public communication, the Ad Hoc Group has also confirmed that: the Ad Hoc Group is prepared to engage with Sherritt; it has reviewed an alternative recapitalisation proposal to the Gillon Capital proposal which was provided to Sherritt by credible strategic and financial participants; the Ad Hoc Group has presented potential emergency financing to the Sherritt Board to address Sherritt's immediate liquidity needs; and further inexcusable delay risks increasing restart costs, working-capital requirements and the total amount of capital ultimately required.
Mr. Shah said: "The Company says there are active discussions. The organised majority of noteholders says there has been no meaningful engagement. Both cannot be true."
"No recapitalisation gets done with Sherritt's noteholders without their advisers being fully and timely engaged and adequate diligence being completed. It is how every serious transaction of this kind works."
The same playbook, and the same advisers
Kyma has seen this playbook before.
On December 31, 2024, SC2 Inc. and Ewing Morris, then holding approximately 14.9% of Sherritt's shares, requisitioned a special meeting to remove Dr. Hancock and two other directors.
They requested that the Board hold the meeting by March 10, 2025, and urged the Board not to undertake interim financings or governance changes before shareholders had an opportunity to vote.
Sherritt rejected the requisition on purported technical grounds. The requested March meeting did not occur. Sherritt subsequently announced material financing and equity transactions, and the shareholder meeting was ultimately held on June 10, 2025.
In Kyma's experience, the Company's handling of that earlier requisition was characterised by delay, technical maneuvering and procedural obfuscation.
Mr. Shah said: "The cast has barely changed. Neither has the playbook. A significant shareholder demands a timely vote. Sherritt responds with technical objections, delay and a corporate timetable that permits consequential decisions before shareholders can hold anyone accountable."
"If the Board and its advisors dispute this, they should publish the complete chronology of the earlier requisition and the present process. Sunlight is the simplest answer."
Decisions, incentives and potential conflicts must be disclosed
Kyma is also concerned that the perplexing and ill-advised recent decisions by the Board may be influenced by personal financial gain.
That uncertainty is precisely why Kyma believes immediate disclosure is required, and calls upon Sherritt to disclose all compensation arrangements of any kind, including any success fee or transaction bonus; change-of-control or completion payment; retention or severance entitlement; consulting, employment or continuing Board arrangement; indemnity or release; equity award or other security-based benefit; and other direct or indirect benefit that any director, officer, adviser or related party may receive in connection with the Gillon Capital proposal, the exclusivity arrangement or any resulting transaction.
Mr. Shah said: "Investors should not have to guess whether the people controlling this process have a substantial personal financial interest in its outcome."
"Publish the arrangements. If they are appropriate, let stakeholders see them. If not, they should never have been agreed."
Kyma's July 10 letter also placed Sherritt, its directors, officers, employees and advisers, together with Gillon, on formal notice to preserve all relevant documents, including emails, texts, WhatsApp and Signal messages, call records, personal-device communications and Board materials.
Any arrangement that influenced, or could reasonably appear to have influenced, the decision to favour Gillon Capital with a four-month exclusivity without a proper market canvass, even in the face of a funded, stakeholder-supported alternative, must be disclosed.
A timely vote, not a post-mortem
Kyma intends to proceed with its requisition for a special meeting of shareholders to consider:
- the removal of Dr. Peter Hancock and one other director from the Board of Directors of Sherritt; and
- the election of two replacement directors who are independent, credible and aligned with acting in the best interests of Sherritt and all its stakeholders.
Kyma will confirm its proposed nominees when the formal requisition is delivered.
There should be no ambiguity: Kyma will seek to remove Dr. Hancock and the other director, and a transition to new executive leadership.
Mr. Shah concluded: "Sherritt requires independent, economically aligned oversight now, while consequential decisions remain open, and not after the Company's alternatives have been exhausted."
"When shareholders demand accountability, the corporate calendar cannot become a defensive instrument. A December vote after an October exclusivity deadline is choreography, not accountability."
"It is clear that the Board has lost the confidence of its shareholders and other stakeholders. Rather than allowing shareholders to consider these matters at a special meeting, the Board appears to be protecting itself and, seemingly, the Gillon Capital proposal by engaging in obstructionist tactics intended to delay resolution of these matters, thereby presenting the Company's stakeholders with the Gillon Capital proposal as a fait accompli."
"Kyma and its principals have spent decades challenging poor governance and market misconduct. We will use every lawful channel available to bring the relevant facts, decisions and incentives into the open."
"Kyma remains prepared to support a constructive solution. But constructive does not mean passive."
About Kyma Capital Limited
Kyma Capital Limited is a London-based investment manager specialising in event-driven and distressed credit opportunities. Kyma is authorised and regulated by the United Kingdom Financial Conduct Authority.
SOURCE Kyma Capital Limited
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