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Sherritt files proxy, advises shareholders to reject dissident’s board nominees

Ambatovy, Madagascar.

Ambatovy, Madagascar.

Photo by Sherritt International Corp

31st March 2014

By: Henry Lazenby

Creamer Media Deputy Editor: North America

  

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TORONTO (miningweekly.com) – Diversified miner Sherritt International has filed with Canadian securities regulators a proxy circular and a letter to investors urging shareholders to support its bill of nominated directors and reject nominees put forward by dissident shareholder George Armoyan.

Armoyan, through a variety of public and private companies he controls, including TSX-listed and Halifax-based investment company Clarke Inc, of which he is the CEO, and through personal holdings and positions held by members of his family, had recently secured voting control of about 5% of Sherritt's common shares.

In his strongly worded letter to shareholders on Monday, Sherritt chairperson Harold Stephen attacked Armoyan, saying that he had “no experience in Sherritt's lines of business, a poor track record on corporate governance, no credible ideas for creating value beyond what management is already doing and a demand for a veto over potential growth plans, [which] threatens to throw a wrench into the company's progress”.

Sherritt said that it had tried for many months to avoid a costly and disruptive proxy fight by reaching a constructive outcome that would maintain the quality of Sherritt's board, adding that the dissident shareholder spurned those efforts.

"Between now and the proxy voting deadline, shareholders will likely be subjected to hollow rhetoric from the dissident,” Stephen said.

The proxy circular also contained details on Sherritt's board renewal efforts, including information about Sherritt’s new director nominee, Timothy Baker, who is a former COO of Kinross Gold and former senior executive of Placer Dome.

The circular also included details about corporate governance enhancements, refinements to Sherritt's director compensation plan and the implementation of ‘say on pay’ advisory resolutions.

Sherritt had chosen May 6 to hold a special shareholder meeting, which shareholders affiliated with Armoyan had requested in December.

The company, once Canada's biggest thermal coal producer, said in December it would sell its coal business for C$946-million to focus on nickel and oil after years of weak demand and prices. Sherritt mines and refines nickel from lateritic ores with projects and operations in Canada, Cuba, Indonesia and Madagascar.

Edited by Creamer Media Reporter

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