ISS International Samuel Exploration Corp

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES 


Sherritt International Corporation ("Sherritt") (TSX:S) today issued a letter to
shareholders. With the proxy voting deadline of 5:00 p.m. (Toronto time) on
Friday, May 2, 2014 fast approaching, shareholders are urged to vote the BLUE
proxy today. 


The letter to shareholders follows:

Dear Fellow Shareholders, 

The voting deadline for the Sherritt Board of Directors is approaching fast -
the future of your company is in your hands. Sherritt has positive momentum in
its operations, in its share price performance and in support of its director
nominees. In addition, a leading independent corporate governance and proxy
voting advisory firm, Institutional Shareholder Services Inc. ("ISS"), after
carefully reviewing the facts, has recommended that shareholders vote for all of
Sherritt's director nominees. 


As you prepare to cast your vote, we urge you to not let the dissidents threaten
our progress. Please support Sherritt's nominees by voting only Sherritt's BLUE
proxy prior to the proxy voting deadline of Friday, May 2, 2014 at 5:00 p.m.
(Toronto time). Here are five key reasons why your fellow shareholders are
voting for Sherritt's slate of director nominees on the BLUE proxy:




1.  Sherritt's positive momentum in 2014 continues, thanks in large part to
    substantial progress at Ambatovy, execution on strategies adopted by
    your current Board and management team, and strengthening nickel prices.
    In 2014, Sherritt's shares have appreciated by 30% (as at market close
    on April 22, 2014) 
    
2.  Several analysts upgraded our stock subsequent to the Ambatovy nickel
    operation tour in March. 
    
3.  Sherritt has cut costs and announced an agreement to sell our coal
    business for $946 million - a selling price that exceeded analyst
    consensus expectations. Sherritt will apply a portion of the proceeds
    from this sale to pay down debt and strengthen our balance sheet. 
    
4.  Sherritt has enhanced corporate governance based on broad investor
    feedback, and has renewed half of its independent Board seats over the
    past two years. Sherritt's active and ongoing program of Board renewal,
    based on recruiting strong, independent directors with deep and relevant
    experience, continues. 
    
5.  ISS concluded that the dissident has NOT made a compelling case for
    change. In recommending that shareholders vote FOR all of Sherritt's
    director nominees using only Sherritt's BLUE proxy, ISS stated(1): 
    
    --  "On the strategic side, management seems to be clear on its current
        priorities, including reducing the total debt which can be achieved
        by leveraging the proceeds from the sale of the coal division and
        lowering cost structure. As the company's flagship project Ambatovy
        recently commenced commercial production and given the recovery of
        the nickel price in 2014 which have already been reflected by the
        recent increase in the company's share price, shareholders may wish
        to allow some more time for management to deliver its plan." 
        
    --  "In light of the...positive changes the board has made in terms of
        director compensation structure, we (ISS) believe that Sherritt's
        director compensation is now generally aligned with shareholder
        interest and should not constitute a major cause of concern going
        forward." 
        
    --  "Analyst Sentiment - Street analysts appear to be generally
        optimistic with the company's current overall outlook." 
        
    --  "On the basis of the above, the dissident has not made a compelling
        case for change to the board..." (emphasis added) 



Here are five key reasons not to trust dissident George Armoyan and his two
handpicked associates:




1.  Mr. Armoyan buried at the back of his dissident circular, in fine print,
    the troubling disclosure of the enforcement action against him by the
    Nova Scotia Securities Commission relating to trading in advance of the
    announcement of a take-over bid. He admitted to having acted contrary to
    the public interest and paid a $400,000 penalty, plus $30,000 in
    investigation costs. This is neither the behaviour nor the disclosure
    that shareholders want from Sherritt. Mr. Armoyan also has a history of
    conflicts and related party dealings, acting repeatedly through both
    Clarke Inc. and Geosam Investments Ltd., his private investment company,
    which he continues to do even though he previously promised to stop. 
    
2.  Mr. Armoyan has a history of forcing his way onto boards of companies
    whose business he does not understand, with terrible results. This
    includes Quebec furniture maker Shermag Inc., which became insolvent not
    long after he strong-armed his way onto its Board and HIP Interactive
    Corp., which also became insolvent under Mr. Armoyan's watch. He was
    also associated with significant value destruction at Granby Industries
    Income Fund and Art in Motion Income Fund, among others. 
    
3.  Mr. Armoyan omitted from his circular his numerous failures, like
    Halifax-based hotel company Holloway Lodging Corp, which is instructive
    because its Board includes both Mr. Armoyan and his fellow Sherritt
    dissident nominee Mr. Wood. Since December 2010, when Mr. Armoyan first
    pushed his way onto the Holloway Board, the shares have plummeted by 63%
    while the relevant peer index has increased by 48%. 
    
4.  Mr. Mehra, the third dissident nominee, lacks a track record of value
    creation. The four publicly traded companies for whom he has served have
    lost between 15% and 89% of their value during his term, for an average
    49% loss in shareholder value. 
    
5.  Mr. Armoyan is erratic and prone to misleading statements. For example,
    he: 
    
    --  Initially nominated two of his young employees with no relevant
        experience as Sherritt directors and then dumped them, with no
        explanation, after more than 100 days. 
        
    --  Exaggerated Sherritt's Board compensation and omitted mention of
        Sherritt's discontinuance of Helms-Burton allowances for directors
        who are allowed to travel to the U.S. 
        
    --  Put forward a resolution that would give him a veto over the will of
        the Board with respect to certain growth initiatives. This is
        unprecedented, fundamentally at odds with good governance and may
        well be contrary to law in any event. 



Mr. Armoyan has twice rejected a fair compromise and forced an expensive and
distracting proxy fight on Sherritt and its shareholders. With voting control
over approximately 5% Sherritt's shares, he continues to ask you for 33% of the
Board, after initially demanding an even more unreasonable 43%.


The truth is that Mr. Armoyan wants to be on the Board himself, even though he
is unqualified for the position. Alternatively, he wants his employees or close
associates on the Board - individuals who we determined to be equally
unqualified as directors of Sherritt. The Board believes any Board
representation given to Mr. Armoyan or his nominees would hurt shareholder
value, not help it.  


Sherritt is making progress and creating sustainable value for shareholders.
George Armoyan and his dissident nominees threaten that progress. Don't let him
and his handpicked nominees onto Sherritt's Board. 


To date, we have seen strong support on the BLUE form of proxy, but I remind
shareholders that every vote counts and your vote is important. Regardless of
how may shares you hold please vote today.


Sincerely, 

Harold (Hap) Stephen, Chairman

Sherritt International Corporation

Proxy Voting Instructions

Regardless of how many Sherritt shares you own, it is important you vote your
BLUE proxy. Even if you have already voted using the Green Dissident form of
proxy, you can still change your vote by voting the BLUE proxy, as only the
latest dated proxy will be counted at the meeting.


We encourage shareholders to vote the control number found on your BLUE proxy
FOR Sherritt's nominees, no later than 5:00 p.m. (Toronto time) on Friday, May
2, 2014.


For more information or assistance in voting your BLUE proxy, please contact
Kingsdale Shareholder Services at 1-800-749-9197 (toll-free), 416-867-2272
(outside North America), or by email at contactus@kingsdaleshareholder.com or go
to www.sherritt.com.


About Sherritt

Sherritt is a world leader in the mining and refining of nickel from lateritic
ores with operations in Canada, Cuba and Madagascar. The Corporation is the
largest independent energy producer in Cuba, with extensive oil and power
operations across the island. Sherritt licenses its proprietary technologies and
provides metallurgical services to mining and refining operations worldwide. The
Corporation's common shares are listed on the Toronto Stock Exchange under the
symbol "S".


Forward-Looking Statements

This press release contains certain forward-looking statements. Forward-looking
statements can generally be identified by the use of statements that include
such words as "believe", "expect", "anticipate", "intend", "plan", "forecast",
"likely", "may", "will", "could", "should", "suspect", "outlook", "projected",
"continue" or other similar words or phrases. Forward-looking statements in this
document include, but are not limited to, statements regarding operating
performance, production, commodity prices, priorities and plans, anticipated
financial performance, business prospects, and certain corporate objectives,
goals and plans. Forward-looking statements are not based on historic facts, but
rather on current expectations, assumptions and projections about future events.
They are based on information available to management and/or assumptions
management believes are reasonable. Many factors could cause results to differ
materially from the results discussed in the forward-looking statements.
Although the forward-looking statements are based on what management believes to
be reasonable assumptions, Sherritt cannot assure investors that actual results
will be consistent with such forward-looking statements and such forward-looking
statements should not be unduly relied upon. All forward-looking statements in
this press release are made as of the date of this press release. Except as
required by applicable securities laws, Sherritt does not intend and does not
assume any obligations to update or revise the forward-looking statements. The
Corporation's risk factors are discussed in disclosure documents filed by
Sherritt with Canadian securities regulators. Reference should be made to the
management discussion and analysis in Sherritt's annual and interim financial
statements and its annual information form for the year ended December 31, 2013
and dated March 26, 2014, all of which are available on SEDAR at www.sedar.com.


(1) ISS Proxy Advisory Services, April 21, 2014, Report on Sherritt
International Corporation. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Investor inquiries:
Kingsdale Shareholder Services
North American Toll-Free: 1-800-749-9197
International Collect Calls: 416-867-2272
contactus@kingsdaleshareholder.com


Sherritt International Corporation
416-935-2451 or Toll-free: 1-800-704-6698
investor@sherritt.com
www.sherritt.com


Sherritt International Corporation
416-935-2421 or Toll-free: 1-888-625-3448
communications@sherritt.com


Media inquiries:
Longview Communications
Joel Shaffer: 416-649-8006
Alan Bayless: 604-694-6035

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