Goldshore Resources Inc. press release
Pala Requisitions Shareholder Meeting of Sherritt International Corporation, Nominates Two Highly Qualified Directors
TSXV - TSX Venture Exchange · Gold · Copper · Silver · Tellurium · Iron · Graphite · Sulfur · Canada
Pala Believes CEO Leon Binedell and Former Lead Independent Director Shelley Brown Must be Held Accountable and Replaced
Binedell and Brown have Presided over Years of Persistent Underperformance and Destruction of Shareholder Value
Board’s Reactive and Piecemeal Governance Window-Dressing Does Nothing to Address Sherritt’s Core Management and Leadership Failure or its Deteriorating Operational Performance
Sherritt is Plagued by Governance and Operational Failures and Urgent Action is Required to Preserve and Maximize Shareholder Value
TORONTO, Nov. 25, 2025 (GLOBE NEWSWIRE) -- Pala Assets Holdings Limited (“ Pala ”), a private investment firm holding approximately 6.4% of the issued and outstanding common shares of Sherritt International Corporation (“ Sherritt ” or, the “ Company ”) (TSX: S), today announced that it has requisitioned a special meeting of Sherritt shareholders (the “ Special Meeting ”) and nominated two highly qualified individuals, Mr. James Scarlett and Mr. Brett Richards, for Sherritt’s board of directors (the “ Board ”). Pala also released an open letter to the Board outlining its concerns and proposal for management leadership change. In addition to its equity ownership, Pala holds a meaningful interest in Sherritt’s senior secured notes, reflecting its longstanding commitment to supporting Sherritt’s capital structure.
In its letter, Pala reiterated its concerns about the Company’s governance and operational failures and the urgent need for Board and management change – not cosmetic board reshuffles. Appointing a new Chair of the Board, without removing Mr. Leon Binedell from the Board or replacing him as President and CEO, will do nothing to fix Sherritt’s persistent underperformance.
With the right leadership at management, Pala believes Sherritt can be turned around. A reconstituted Board will help lead the selection of a new and transformational CEO with meaningful operational mining expertise and credibility.
Pala’s attempts to engage with the Company regarding a cooperative framework have been unsuccessful. Pala believes that the Company has never been genuinely interested in dialogue, but has simply deferred any substantive discussion or consideration of real change in order to maintain Leon Binedell in his position as President and CEO. Pala has lost all faith in Mr. Binedell and Ms. Brown and their ability to make any material decisions on Sherritt that reflect the best interests of the Company and its shareholders.
Pala had urged the Board to refrain from taking any actions under the guise of Board renewal, and to heed the views of its shareholders before making any key decisions on the future leadership of Sherritt. Pala has made clear to the Board that any dissipation of corporate assets in furtherance of entrenchment, including the use of corporate funds to prosecute a defensive proxy campaign for the directors’ or Mr. Binedell’s personal advantage, will be reviewed in light of the directors’ duties to the Corporation and the expectations of shareholders. Pala will take all appropriate steps to protect shareholders and the Corporation.
The Board’s recent attempt to avoid accountability for Mr. Binedell and Ms. Brown, by appointing a new purportedly independent Chair does nothing to address management’s leadership failure at the root of Sherritt’s underperformance and underscores the need for substantive Board change.
For these reasons, and as outlined further in its letter to the Board, Pala has requisitioned the Special Meeting and nominated two highly qualified individuals to the Board to replace Mr. Binedell and Ms. Brown.
The full text of the letter to the Board follows:
November 25, 2025
Sherritt International Corporation
22 Adelaide Street West, Suite 4220 Toronto, Ontario M5H 4E3
Attention: Board of Directors of Sherritt International Corporation:
As you know, Pala Assets Holdings Limited (“ Pala ”), a private investment firm, has made a considerable investment in Sherritt International Corporation (“ Sherritt ” or the “ Company ”) and currently holds approximately 6.4% of Sherritt’s common shares. In addition to its equity ownership, Pala holds a meaningful interest in Sherritt’s senior secured notes, reflecting its longstanding commitment to supporting Sherritt’s capital structure. Pala has been a Sherritt investor for nearly a decade, actively supporting the Company through multiple debt restructurings and recapitalizations. We continue to believe that Sherritt has valuable assets and a meaningful opportunity to create value for all stakeholders. However, persistent governance and operational challenges are eroding shareholder value, and immediate action is required to reverse this trajectory.
In our August 13, 2025 letter to the Board, we wrote expressing our concerns about record-low nickel and cobalt production at Moa, deteriorating liquidity, the absence of an executable plan to address persistent operational failures, and the need for Board change. Unfortunately, none of these matters has been meaningfully addressed by the Board or management team, and these issues have become even more urgent for the Company. Sherritt has shown no clear plan to reverse its deteriorating performance and, rather than holding CEO Leon Binedell accountable, has appointed a new Board Chair in an attempt to preserve his position.
As Sherritt’s financial and operating performance has continued to worsen, we have been contacted by a significant number of current and former shareholders of Sherritt, including long term shareholders who have sold down positions due to frustration with management and the Board. We have also spoken with several of Sherritt’s largest shareholders who represent more than 30% of Sherritt’s outstanding shares, and each appears to share a common set of concerns about the direction of the business and the need for urgent action.
Shareholders have made it clear to us that there is substantial support for a new CEO and a credible operational turnaround plan to halt the ongoing value destruction and restore operating and financial performance. They also remain firmly opposed to Sherritt pursuing any financing, strategic transaction, or asset sale until credible new leadership is in place that is capable of executing on a turnaround plan. Finally, Board renewal must begin with true governance reform, including a genuinely independent Chair with the requisite oversight expertise, reconstituted committees, and clear performance accountability for management. Without these governance improvements, and a new CEO, Sherritt will continue to underperform.
On November 11, 2025, in an effort to renew our concerns with the Board and to seek a path to restoring value for all shareholders, we met with Shelley Brown, Sherritt’s then Lead Independent Director, and Non-Executive Director Louise Blais. This meeting followed numerous prior engagements by Pala over recent months; each has yielded assurances without action.
In the November 11 th meeting, we engaged in good faith hoping to seek a constructive and expedited dialogue with the Board about accelerating key initiatives including Board refreshment and leadership change. Regrettably, we remain of the belief that Sherritt has no intention of engaging constructively with Pala. Based on our discussion, we concluded that Ms. Brown, as Sherritt’s then Lead Independent Director, was not exercising independent oversight of Mr. Binedell or holding management accountable for Sherritt’s prolonged operational underperformance.
Faced with pressure from shareholders, including Pala, the Board, led by Ms. Brown, sought to pre-empt shareholder action by having Mr. Binedell relinquish his role as Executive Chair while entrenching him as President and CEO, appointing a new purportedly independent Board Chair and declaring that an additional unnamed director will retire at the end of the year. This governance window-dressing does not address the fundamental leadership issue driving underperformance. Without a new CEO and a Board led by directors acting as independent fiduciaries – nothing will change. The Board’s hasty attempt at governance window-dressing only serves to underscore that the Board will go to any length to protect Mr. Binedell as President and CEO, and that substantive Board change is urgently required.
As we outlined to Ms. Brown and Ms. Blais, and as we further outline below, Pala believes the case for change at Sherritt is both urgent and overwhelming – and the Board and management team must be held to account.
Sherritt has been mismanaged for years destroying millions of dollars of shareholder value. The challenges Sherritt faces today are immense: years of mismanagement by Mr. Binedell as CEO have caused Sherritt to consistently underperform its significant potential. Since Mr. Binedell’s appointment as CEO on June 1, 2021, Sherritt’s share price has _declined by approximately __75%, _while the share prices of Sherritt’s own selected peer group for executive compensation benchmarking have _increased by approximately 136% _on average (1)(2) . Sherritt has also _underperformed its junior Nickel peers by approximately 56% _over the same period (3) .
(1) Based on share prices in Canadian Dollars. Indexed share price performance for Comparator Group excludes dividends. Sherritt did not pay any dividends in the relevant period. (2) Comparator Group as disclosed in Sherritt’s 2025 Management Information Circular dated April 29, 2025, excluding companies which have since been acquired or delisted. Index comprised of 5N Plus, Aris Mining, Capstone Copper, DPM Metals, Ero Copper, First Majestic, Fortuna Mining, Frontera Energy, Gran Tierra Energy, Hudbay Minerals, Neo Performance Materials, New Gold, Silvercorp, Taseko Mines, and Torex Gold. (3) Junior Nickel Peers include Nickel28, Canada Nickel, FPX Nickel and Talon Metals Corp, which had declined 44% on average. Underperformance calculated as (1-75%)/(1-44%) - 1.
The situation for shareholders is intolerable with no end in sight.
Without a credible plan and operational turnaround, Sherritt will continue to underperform and will likely face a cash crunch that could force the distressed sale of underperforming assets. Sherritt continues to underperform operationally, with 2025 year-to-date production trending approximately 20% below previous years despite completion of the Moa expansion. Sherritt has now cut its 2025 nickel and cobalt production guidance twice and Moa is expected to produce 20% less than originally planned for the year. Cash in Canada has continually declined and is now at precariously low levels, with only approximately C$15 million remaining at the end of Q3 2025.
The Board has failed to hold management accountable for underperformance. Appointing a new Chair cannot substitute for enforcing accountability on the CEO. Holding a CEO accountable for underperformance and having a viable succession plan are among the most important responsibilities of any board of directors, and Sherritt’s Board must act decisively to address management leadership failures. In spite of a struggling stock price and continued devaluation of assets, Sherritt's Board has reaffirmed its support for Mr. Binedell, even elevating him previously to Executive Chairman and thereby further consolidating his authority. The Board does not have a succession plan for Mr. Binedell and seems satisfied to be complacent despite the Company’s struggles.
The Board continues to shower management with outsized rewards, despite persistent underperformance, and appears to be under the thumb of its CEO. Despite Sherritt’s ongoing underperformance, total executive compensation rose 15% from 2023 to 2024, including a 24% increase in CEO compensation to C$2.9 million. The Company’s five named executives received approximately C$7.8 million in total compensation in 2024. Moreover, although Sherritt’s short-term incentive plan purports to use a “scorecard” to assess performance objectively, the Board awarded subjective personal performance ratings of 125–140% to management in 2024, presumably to compensate for weak corporate and operational scores. This discretionary adjustment produced bonus payouts of approximately 90–98% of target, effectively rewarding management despite the Company’s continued underperformance and deteriorating share price.
Pala has concluded that immediate action is required to preserve Sherritt’s remaining value and turn the business around. Based on our meeting on November 11, 2025 and the Board’s history of unproductive interactions with us and other shareholders, Pala has lost confidence that Mr. Binedell will relinquish his control of the Company with the Board having already moved forward with unilateral Board change without meaningful participation by shareholders. Pala believes that Mr. Binedell and Ms. Brown should not escape accountability through reactive and incremental Board change.
In order to drive the change that Sherritt urgently requires, Pala has requisitioned the Special Meeting and nominated two highly qualified directors, James Scarlett and Brett Richards, for election to the Board. Mr. Scarlett and Mr. Richards will bring much needed skills, experience, expertise and shareholder focused perspective. Shareholders can also be assured that both of these individuals are truly independent from management and will act in the best interests of Sherritt’s stakeholders.
The biographies of Pala’s nominees are below:
Brett Richards: Mr. Richards is a corporate director. Mr. Richards has over 37 years of extensive experience in the mining and metals industry, most recently as the chief executive officer of Pasofino Gold Ltd. He has a unique background in mining M&A, mine financing, mine development and senior level operations experience. During his career, he has also served as the chief executive officers of Gold X2 Mining Inc (formerly, Goldshore Resources Inc.), Banro Corporation, Midnight Sun Mining Corp., African Thunder Platinum, Renew Resources and Octéa. Mr. Richards previously served as the transition CEO of Roxgold, CEO of Avocet Mining plc, and was part of the five-person start-up of Katanga Mining. Mr. Richards’ other publicly listed experience was in senior executive positions with Kinross Gold and Co-Steel Inc. Mr. Richards currently serves as a director on the boards of Nickel 28 Capital Corp., Gold X2 Mining Inc (formerly, Goldshore Resources Inc.) and Midnight Sun Mining Corp. Throughout his career, Mr. Richards has accumulated extensive experience in driving transformational change, leading mergers and acquisitions, and excelling in mine financing and development, particularly in West Africa. Mr. Richards is a graduate of Durham College in Mechanical Engineering, and graduated Magna Cum Laude from Cornell University, Johnson School of Business with a Masters of Business Administration in Management Engineering, and holds a Mining Engineering certificate from Queen’s University .
James Scarlett: Mr. Scarlett is a corporate director and currently sits on the board of directors of Chartwell Retirement Residences and has previously served on the boards of directors of Aimia Inc. and Nouveau Monde Graphite Inc. Mr. Scarlett was formerly the Executive Vice-President and Chief Legal Officer at Hydro One Inc. and was a Senior Partner at Torys LLP, where he held key leadership roles, including heading the Capital Markets Group, Mining Group and International Business Development strategy. At Torys LLP, Mr. Scarlett was a respected advisor to boards, committees of boards and senior management in connection with complex mergers and acquisition transactions, IPOs and capital raising transactions. Mr. Scarlett joined Torys LLP in 2000 after practicing at McMillan Binch LLP where he also led the Securities Group, the Corporate Department and served on the Partnership Board. In addition, Mr. Scarlett was appointed as the Ontario Securities Commission’s first Director of Capital Markets in 1988, a position he held until his return to private law practice in 1990. Mr. Scarlett earned his law degree (J.D.) from the University of Toronto and a Bachelor of Commerce Degree from McGill University. He also holds the ICD.D Designation from the Rotman Directors Education Program.
The Way Forward
Pala believes that a refreshed Board should pursue the prompt replacement of Mr. Binedell as CEO, and the initiation of a formal search process – overseen by an independent special committee of non-management directors – to identify and appoint a new CEO with proven operational mining and turnaround experience. Make no mistake, Sherritt’s performance will not improve without a new CEO and a reinvigorated and independent Board.
Pala calls on the remaining members of the Board to act as independent fiduciaries and work cooperatively with Pala to effect an orderly transition that avoids unnecessary cost, disruption or reputational harm while restoring market confidence. This transition must include Leon Binedell’s resignation and the appointment of a qualified turnaround CEO, coupled with governance reforms that embed genuine oversight and accountability. However, absent prompt, concrete action by the Board, Pala will proceed to take its case directly to Sherritt’s shareholders.
Sincerely,
Jan Weidner CEO, Pala Assets Holdings Limited
About Pala
Pala Assets Holdings Limited is a private investment firm focused on non-investment grade corporate credit in the natural resources and industrial sectors, existing under the laws of Jersey and its address is IFC 5, St. Helier, Jersey JE1 1ST. Pala has been a bondholder and financial stakeholder of Sherritt International for nearly a decade, actively supporting the Company through multiple debt restructurings and recapitalizations, including the 2020 restructuring, subsequent debt tenders in 2022 and the 2025 restructuring where Pala became a shareholder.
Advisors
Stikeman Elliott LLP is acting as legal counsel to Pala. Carson Proxy is acting as a strategic advisor and proxy solicitor to Pala. Gagnier Communications LLC is acting as strategic communications advisor to Pala.
For Further Information
Media: Gagnier Communications Dan Gagnier & Riyaz Lalani Pala@gagnierfc.com
Further Information Concerning the Nominees
Pala’s nominees are Brett Richards and James Scarlett. The table below sets out, in respect of each nominee, his name, age, province or state and country of residence, his principal occupation, business or employment within the five preceding years, and the number of shares beneficially owned, or controlled or directed, directly or indirectly, by him. Pala’s nominees will hold office alongside the remaining incumbent directors until the close of the next annual meeting of Shareholders following their election or until their successors are duly elected or appointed, unless his office is earlier vacated.
| Name, Age, Province or State and Country of Residence | Present Principal Occupation, Business or Employment and Principal Occupation, Business or Employment During the Preceding Five Years 1 | Ownership of Securities of the Company 2 3 | | Brett Richards
Bahamas
Age 61 | Chief Executive Officer of Pasofino Gold Ltd from 2024 to present, Chief Executive Officer of Gold X2 Mining Inc. (formerly, Goldshore Resources) from 2021 to 2024, and Chief Executive Officer of Banro Corporation from 2018 to 2021. | None | | James Scarlett
Ontario, Canada
Age 72 | Chairman of Scarlett Advisory Corporation from 2019 to present. Corporate director from 2019 to present (serving on the boards of Chartwell Retirement Residences from 2019 to present, Nouveau Monde Graphite Inc. from 2020 to 2025 and Aimia Inc. from 2024 to 2025). | None |
Other Boards of Reporting Issuers
As at the date hereof, (i) Mr. Richards is a director of each of Gold X2 Mining Inc. (formerly, Goldshore Resources Inc.) (TSXV: AUXX), Midnight Sun Mining Corp. (TSXV: MMA), Pasofino Gold Ltd. (TSXV:VEIN) and Nickel 28 Capital Corp (TSXV:NKL); and (ii) Mr. Scarlett is a director of Chartwell Retirement Residences (TSX: CSH.UN). Other than as set forth in the immediately preceding sentence, neither of Mr. Richards or Mr. Scarlett are currently a director or trustee of any other reporting issuer.