SHERF / Sherritt International Corporation - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

Exhibit T3D.2 Court File No.: CV-25-00738246-00CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST THE HONOURABLE MR. ) WEDNESDAY, THE 9TH ) JUSTICE OSBORNE ) DAY OF APRIL, 2025 IN THE MATTER OF AN APPLICATION UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, C. C-44, AS AMENDED, AND RULES 14.05(2) AND 14.05(3) OF THE RULES OF CIVIL PROCEDURE AND IN THE MATTER OF A PROPOSED

AMENDED AND RESTATED TRUST INDENTURE Dated as of [●], 2025 SHERRITT INTERNATIONAL CORPORATION, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO TSX TRUST COMPANY, as Trustee and Collateral Agent 9.25% SENIOR SECOND LIEN SECURED NOTES DUE 2031 Table

Exhibit T3C AMENDED AND RESTATED TRUST INDENTURE Dated as of [●], 2025 Among SHERRITT INTERNATIONAL CORPORATION, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and TSX TRUST COMPANY, as Trustee and Collateral Agent 9.

SHERRITT INTERNATIONAL CORPORATION Bay Adelaide Centre East Tower 22 Adelaide St. West, Suite 4220 Toronto, ON M5H 4E3

SHERRITT INTERNATIONAL CORPORATION Bay Adelaide Centre East Tower 22 Adelaide St. West, Suite 4220 Toronto, ON M5H 4E3 April 10, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549-3561 Attention: Timothy Levenberg Kevin Dougherty Daniel Morris Re: Sherritt International Corporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 FORM T-3 FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939 Sherritt International Corporation* (Name of applicant) *See Table

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM T-3 FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939 Sherritt International Corporation* (Name of applicant) *See Table of Co-Applicants below. Bay Adelaide Centre East Tower, 22 Adelaide St. West, Suite 4220, Toronto, ON M5H 4E3 (Address of principal executive offi

Sherritt International Corporation Bay Adelaide Centre East Tower, 22 Adelaide St. West, Suite 4220, Toronto, ON M5H 4E3

Sherritt International Corporation Bay Adelaide Centre East Tower, 22 Adelaide St.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-6 APPLICATION UNDER SECTION 310(a)(1) OF THE TRUST INDENTURE ACT OF 1939 FOR DETERMINATION OF ELIGIBILITY OF A FOREIGN PERSON TO ACT AS INSTITUTIONAL TRUSTEE TSX Trust Com

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-6 APPLICATION UNDER SECTION 310(a)(1) OF THE TRUST INDENTURE ACT OF 1939 FOR DETERMINATION OF ELIGIBILITY OF A FOREIGN PERSON TO ACT AS INSTITUTIONAL TRUSTEE TSX Trust Company (formerly AST Trust Company (Canada)) (Exact name of trustee as specified in its charter) Canada (Jurisdiction of incorporation or o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM T-3 FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939 Sherritt International Corporation* (Name of applicant) *See Table

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM T-3 FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939 Sherritt International Corporation* (Name of applicant) *See Table of Co-Applicants below. Bay Adelaide Centre East Tower, 22 Adelaide St. West, Suite 4220, Toronto, ON M5H 4E3 (Address of principal executive offi

MATERIAL CHANGE REPORT

Exhibit T3E.2 MATERIAL CHANGE REPORT 1. Name and Address of Corporation: Sherritt International Corporation (the “Corporation” or “Sherritt”) 22 Adelaide Street West, Suite 4220 Bay Adelaide Centre – East Tower Toronto, Ontario M5H 4E3 2. Date of Material Change: March 3, 2025 3. News Release: On March 4, 2025, a news release was issued and disseminated through the facilities of a recognized newsw

MATERIAL CHANGE REPORT

Exhibit T3E.3 MATERIAL CHANGE REPORT 1. Name and Address of Corporation: Sherritt International Corporation (the “Corporation” or “Sherritt”) 22 Adelaide Street West, Suite 4220 Bay Adelaide Centre – East Tower Toronto, Ontario M5H 4E3 2. Date of Material Change: March 21, 2025 3. News Release: On March 21, 2025, a news release was issued and disseminated through the facilities of a recognized new

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-3 FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939 Sherritt International Corporation* (Name of applicant) *See Table of Co-Applicant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-3 FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939 Sherritt International Corporation* (Name of applicant) *See Table of Co-Applicants below. Bay Adelaide Centre East Tower, 22 Adelaide St. West, Suite 4220, Toronto, ON M5H 4E3 (Address of principal executive offices) Securities to

SICOG Oil and Gas Limited (Barbados) Active Oil & Gas Investments in Cuba Sherritt International Corporation (SIC) (Canada) Parent Company Metals Marketing and Fertilizer Division Active – Principal and Head Office SM Marketing Inc. (formerly 1341774

Exhibit T3G SICOG Oil and Gas Limited (Barbados) Active Oil & Gas Investments in Cuba Sherritt International Corporation (SIC) (Canada) Parent Company Metals Marketing and Fertilizer Division Active – Principal and Head Office SM Marketing Inc.

INTERIM ORDER

Exhibit T3D.1 Court File No. CV-25-00738246-00CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST THE HONOURABLE MR. ) TUESDAY, THE 4TH JUSTICE OSBORNE ) DAY OF MARCH, 2025 ) IN THE MATTER OF AN APPLICATION UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, C. C-44, AS AMENDED, AND RULES 14.05(2) AND 14.05(3) OF THE RULES OF CIVIL PROCEDURE AND IN THE MATTER OF A PROPOSED ARR

THE COMPANIES ACT, CAP. 308 OF THE LAWS OF BARBADOS GENERAL BY-LAW SHERRITT UTILITIES INC. Incorporated on the 14TH day of November 2016 “Carleton Court” High Street, Bridgetown St. Michael

Exhibit T3B.10 BARBADOS THE COMPANIES ACT, CAP. 308 OF THE LAWS OF BARBADOS GENERAL BY-LAW OF SHERRITT UTILITIES INC. Incorporated on the 14TH day of November 2016 “Carleton Court” High Street, Bridgetown St. Michael Barbados THE COMPANIES ACT BY-LAW NO. 1 SHERRITT UTILITIES INC. TABLE OF CONTENTS Chapter l. INTERPRETATION 2. REGISTERED OFFICE 3. SEAL 4. DIRECTORS 5. POWERS OF DIRECTORS 6. MEETING

NOTICE OF MEETING OF HOLDERS OF 8.50% SENIOR SECOND LIEN SECURED NOTES DUE 2026 NOTICE OF MEETING OF HOLDERS OF 10.75% UNSECURED PIK OPTION NOTES DUE 2029 OF SHERRITT INTERNATIONAL CORPORATION To be held on April 4, 2025 MANAGEMENT INFORMATION CIRCUL

Exhibit T3E NOTICE OF MEETING OF HOLDERS OF 8.50% SENIOR SECOND LIEN SECURED NOTES DUE 2026 AND NOTICE OF MEETING OF HOLDERS OF 10.75% UNSECURED PIK OPTION NOTES DUE 2029 OF SHERRITT INTERNATIONAL CORPORATION To be held on April 4, 2025 AND MANAGEMENT INFORMATION CIRCULAR with respect to a proposed PLAN OF ARRANGEMENT UNDER THE CANADA BUSINESS CORPORATIONS ACT March 4, 2025 These materials are imp

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

EX-99.T3E.5 Exhibit T3E.5 Court File No. CV-20-636938-00CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST IN THE MATTER OF AN APPLICATION UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, c. C-44, AS AMENDED, AND RULES 14.05(2) AND 14.05(3) OF THE RULES OF CIVIL PROCEDURE AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF SHERRITT INTERNATIONAL CORPORATION AND 11722573 CANADA

- T-3/A

T-3/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM T-3 FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939 Sherritt International Corporation* (Name of applicant) *See Table of Co-Applicants below. Bay Adelaide Centre East Tower, 22 Adelaide St. West, Suite 4220, Toronto, ON M5H 3E4 (Address of principal executiv

MATERIAL CHANGE REPORT

EX-99.T3E.6 Exhibit T3E.6 MATERIAL CHANGE REPORT 1. Name and Address of Corporation: Sherritt International Corporation (the “Corporation” or “Sherritt”) 22 Adelaide Street West, Suite 4220 Bay Adelaide Centre – East Tower Toronto, Ontario M5H 4E3 2. Date of Material Change: July 17, 2020 3. News Release: On July 17, 2020, a news release was issued and disseminated through the facilities of a reco

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST THE HONOURABLE MR. ) THURSDAY, THE 6TH ) JUSTICE KOEHNEN ) DAY OF AUGUST, 2020

EX-99.T3D.3 Exhibit T3D.3 Court File No.: CV-20-636938-00CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST THE HONOURABLE MR. ) THURSDAY, THE 6TH ) JUSTICE KOEHNEN ) DAY OF AUGUST, 2020 IN THE MATTER OF AN APPLICATION UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, C. C-44, AS AMENDED, AND RULES 14.05(2) AND 14.05(3) OF THE RULES OF CIVIL PROCEDURE AND IN THE MATTER OF A

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

EX-T3E.4 Exhibit T3E.4 Court File No. CV-20-636938-00CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST IN THE MATTER OF AN APPLICATION UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, c. C-44, AS AMENDED, AND RULES 14.05(2) AND 14.05(3) OF THE RULES OF CIVIL PROCEDURE AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF SHERRITT INTERNATIONAL CORPORATION AND 11722573 CANADA LTD

MATERIAL CHANGE REPORT

EX-T3E.3 Exhibit T3E.3 MATERIAL CHANGE REPORT 1. Name and Address of Corporation: Sherritt International Corporation (the “Corporation” or “Sherritt”) 22 Adelaide Street West, Suite 4220 Bay Adelaide Centre – East Tower Toronto, Ontario M5H 4E3 2. Date of Material Change: June 29, 2020 3. News Release: On June 29, 2020, a news release was issued and disseminated through the facilities of a recogni

TRUST INDENTURE Dated as of ●, 2020 SHERRITT INTERNATIONAL CORPORATION, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO AST TRUST COMPANY (CANADA) as Trustee and Collateral Agent 8.50% SENIOR SECOND LIEN SECURED NOTES DUE 2026

EX-T3C.1 Exhibit T3C.1 TRUST INDENTURE Dated as of ●, 2020 Among SHERRITT INTERNATIONAL CORPORATION, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and AST TRUST COMPANY (CANADA) as Trustee and Collateral Agent 8.50% SENIOR SECOND LIEN SECURED NOTES DUE 2026 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 3

- T-3/A

T-3/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM T-3 FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939 Sherritt International Corporation* (Name of applicant) *See Table of Co-Applicants below. Bay Adelaide Centre East Tower, 22 Adelaide St. West, Suite 4220, Toronto, ON M5H 3E4 (Address of principal executiv

CORPORATE ACCESS NUMBER: 206725400 BUSINESS CORPORATIONS ACT 672540 ALBERTA LTD. CHANGED ITS NAME TO SI SUPPLY & SERVICES LIMITED ON 2020/06/12.

EX-T3A.32 Exhibit T3A.32 CORPORATE ACCESS NUMBER: 206725400 BUSINESS CORPORATIONS ACT CERTIFICATE OF AMENDMENT 672540 ALBERTA LTD. CHANGED ITS NAME TO SI SUPPLY & SERVICES LIMITED ON 2020/06/12.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM T-6 APPLICATION UNDER SECTION 310(a)(1) OF THE TRUST INDENTURE ACT OF 1939 FOR DETERMINATION OF ELIGIBILITY OF A FOREIGN PERSON TO ACT AS INSTITUTIONAL TR

EX-25.2 Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM T-6 APPLICATION UNDER SECTION 310(a)(1) OF THE TRUST INDENTURE ACT OF 1939 FOR DETERMINATION OF ELIGIBILITY OF A FOREIGN PERSON TO ACT AS INSTITUTIONAL TRUSTEE AST TRUST COMPANY (CANADA) (Exact name of trustee as specified in its charter) CANADA (Jurisdiction of incorporation or org

EX-99.T3D.2

EX-T3D.2 Exhibit T3D.2

MATERIAL CHANGE REPORT

EX-T3E.2 Exhibit T3E.2 MATERIAL CHANGE REPORT 1. Name and Address of Corporation: Sherritt International Corporation (the “Corporation” or “Sherritt”) 22 Adelaide Street West, Suite 4220 Bay Adelaide Centre – East Tower Toronto, Ontario M5H 4E3 2. Date of Material Change: June 10, 2020 3. News Release: On June 10, 2020, a news release was issued and disseminated through the facilities of a recogni

TRUST INDENTURE Dated as of ●, 2020 SHERRITT INTERNATIONAL CORPORATION, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO AST TRUST COMPANY (CANADA) as Trustee 10.75% UNSECURED PIK OPTION NOTES DUE 2029

EX-T3C.2 Exhibit T3C.2 TRUST INDENTURE Dated as of ●, 2020 Among SHERRITT INTERNATIONAL CORPORATION, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and AST TRUST COMPANY (CANADA) as Trustee 10.75% UNSECURED PIK OPTION NOTES DUE 2029 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 14 Section 1.03 Rules of Co

Sherritt International Corporation (SIC)

EX-T3G Exhibit T3G Sherritt International Corporation (SIC) (Canada) Parent Company Metals Marketing and Fertilizer Division Active – Principal and Head Office (Continued into CBCA on June 3/16) FOR INTERNAL USE ONLY 100% Sherritt International Investments Limited (Barbados) 100% SM Marketing Inc.

BY-LAW NO. 1 (A by-law relating generally to the conduct of the affairs of 501109 N.B. LTD.)

EX-T3B.14 Exhibit T3B.14 BY-LAW NO. 1 (A by-law relating generally to the conduct of the affairs of 501109 N.B. LTD.) BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of 501109 N.B. LTD. (hereinafter called the “Corporation”) as follows: INTERPRETATION 1. In this by-law and all other by-laws of the Corporation, unless the context otherwise specifies or requires: (a) “Act” means the Business Corp

/s/ Elvin Saruk /s/ Margarita Hernando Chairman Secretary Elvin Saruk Ms Margarita Hernando

EX-T3A.9 Exhibit T3A.9 [Notarial stamps and letterhead] DEED RECORDING IN A PUBLIC INSTRUMENT CORPORATE RESOLUTIONS (MODIFICATION OF BYLAWS) PASSED BY THE SINGLE-MEMBER PUBLIC LIMITED LIABILITY COMPANY "CNWL OIL (ESPANA), S.A.". NUMBER FIVE HUNDRED AND EIGHTY-FIVE. IN MADRID, where I have my practice, on 17 April 2013. BEFORE ME: LUIS DE LA FUENTE O'CONNOR, Notary of the Chamber of Notaries of thi

SHERF / Sherritt International Corp. T-3/A - - T-3/A

T-3/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM T-3 FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939 Sherritt International Corporation* (Name of applicant) *See Table of Co-Applicants below. Bay Adelaide Centre East Tower, 22 Adelaide St. West, Suite 4220, Toronto, ON M5H 3E4 (Address of principal executiv

The International Business Companies Act Company Limited by Shares ARTICLES OF CONTINUATION SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED

EX-T3A.18 Exhibit T3A.18 INTERNATIONAL BUSINESS COMPANIES ACT (No. 45 of 2000 Sections 83, 84, 85, 86 & 87) NO. 155501 (B)SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED EURIKA S. CHARLTON, Acting Assistant Registrar General of the Commonwealth of The Bahamas, do hereby certify, pursuant to the International Business Companies Act, (No. 45 of 2000) that all the requirements of the said Act in re

General By-Law No. 1 Sherritt International (Cuba) Oil and Gas Limited NOV-10-1995 14:03 EVELYN. GITTENS & FARMER P. 08 1 INTERPRETATION 1 2 REGISTERED OFFICE 1 3 SEAL 1 4 DIRECTORS 2 5 BORROWING POWERS OF DIRECTORS 3 6 MEETINGS OF DIRECTORS 3 7 REMU

EX-T3B.11 NOV-10-1995 14:03 EVELYN. GITTENS & FARMER P. 07 Exhibit T3B.11 General By-Law No. 1 of Sherritt International (Cuba) Oil and Gas Limited NOV-10-1995 14:03 EVELYN. GITTENS & FARMER P. 08 Contents 1 INTERPRETATION 1 2 REGISTERED OFFICE 1 3 SEAL 1 4 DIRECTORS 2 5 BORROWING POWERS OF DIRECTORS 3 6 MEETINGS OF DIRECTORS 3 7 REMUNERATION OF DIRECTORS 4 8 SUBMISSION OF CONTRACTS OR TRANSACTION

BUSINESS CORPORATIONS ACT FORM 1 ARTICLES OF INCORPORATION (SECTION 4)

EX-T3A.30 Exhibit T3A.30 New Nouveau Brunswick CANADA CANADA PROVINCE OF NEW BRUNSWICK PROVINCE DU NOUVEAU-BRUNSWICK BUSINESS CORPORATIONS ACT LOI SUR LES CORPORATIONS COMMERCIALES CERTIFICATE OF INCORPORATION CERTIFICAT DE CONSTITUTION EN CORPORATION (SECTION 6) (ARTICLE 6) 501109 N.B. LTD. Name of Corporation / Raison sociale de la corporation 501109 Corporation Number / Numéro de la corporation

CNWL OIL (ESPAÑA) S.A. CORPORATE BY-LAWS

EX-T3B.6 Exhibit T3B.6 CNWL OIL (ESPAÑA) S.A. CORPORATE BY-LAWS Article 1. CORPORATE NAME The name of the Company shall be CNWL OIL (ESPAÑA), S.A. Article 2. CORPORATE PURPOSE The purpose of the Company shall be the exploration and exploitation of hydrocarbons in compliance with the Law and other applicable legal provisions and it may perform any acts and agreements related to said corporate purpo

SHERRITT INTERNATIONAL OIL AND GAS LIMITED (hereinafter called the “Corporation”) BY-LAW NO. 1 A BY-LAW RELATING GENERALLY TO THE TRANSACTION OF THE BUSINESS AND AFFAIRS OF THE CORPORATION BE IT ENACTED AS A BY-LAW OF THE CORPORATION, AS FOLLOWS: TAB

EX-T3B.12 Exhibit T3B.12 SHERRITT INTERNATIONAL OIL AND GAS LIMITED (hereinafter called the “Corporation”) BY-LAW NO. 1 A BY-LAW RELATING GENERALLY TO THE TRANSACTION OF THE BUSINESS AND AFFAIRS OF THE CORPORATION BE IT ENACTED AS A BY-LAW OF THE CORPORATION, AS FOLLOWS: TABLE OF CONTENTS SECTION 1 INTERPRETATION 1 1.01 Definitions 1 SECTION 2 BUSINESS OF THE CORPORATION 2 2.01 Registered Office 2

TRUST INDENTURE Dated as of l, 2020 SHERRITT INTERNATIONAL CORPORATION, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO AST TRUST COMPANY (CANADA) as Trustee and Collateral Agent 8.50% SENIOR SECOND LIEN SECURED NOTES DUE 2027 TABLE OF CONTENTS

EX-T3C Exhibit T3C TRUST INDENTURE Dated as of l, 2020 Among SHERRITT INTERNATIONAL CORPORATION, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and AST TRUST COMPANY (CANADA) as Trustee and Collateral Agent 8.

COMPANIES ACT OF BARBADOS CERTIFICATE OF CONTINUANCE SHERRITT UTILITIES INC. Name of Company

EX-99.T3A26 Exhibit T3A.26 FORM 19 COMPANY NO. 41089 COMPANIES ACT OF BARBADOS CERTIFICATE OF CONTINUANCE SHERRITT UTILITIES INC. Name of Company I hereby certify that the above-mentioned Company was continued, as set out in the attached Articles of Continuance, under section 356.2. (1) of the Companies Act.

BY-LAW NO. 1 A by-law relating generally to the transaction of the business and affairs of 672540 ALBERTA LTD. One - Interpretation Two - Business of the Corporation Three - Borrowing and Security Four - Directors Five - Committees Six - Officers Sev

EX-99.T3B4 Exhibit T3B.4 BY-LAW NO. 1 A by-law relating generally to the transaction of the business and affairs of 672540 ALBERTA LTD. Contents One - Interpretation Two - Business of the Corporation Three - Borrowing and Security Four - Directors Five - Committees Six - Officers Seven - Protection of Directors, Officers and Others Eight - Shares Nine - Dividends and Rights Ten - Meetings of Share

ARTICLES OF INCORPORATION

EX-99.T3A4 Exhibit T3A.4 CORPORATE ACCESS NUMBER 20672540 BUSINESS CORPORATIONS ACT CERTIFICATE OF INCORPORATION 672540 ALBERTA LTD. WAS INCORPORATED IN ALBERTA ON OCTOBER 31, 1995 Registrar of Corporations REG 3066 (95/09) 20672540 ARTICLES OF INCORPORATION 1. NAME OF CORPORATION: 672540 ALBERTA LTD. 2. THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS AUTHORIZED TO ISSUE: Capi

THE COMMONWEALTH OF THE BAHAMAS The International Business Companies Act 2000 Company Limited by Shares MEMORANDUM OF ASSOCIATION SHERRITT POWER (BAHAMAS) INC.

EX-99.T3A23 Exhibit T3A.23 THE COMMONWEALTH OF THE BAHAMAS The International Business Companies Act 2000 Company Limited by Shares MEMORANDUM OF ASSOCIATION OF SHERRITT POWER (BAHAMAS) INC. 1. The name of the Company is SHERRITT POWER (BAHAMAS) INC. 2. The registered office of the Company is situate at the offices of M B & H Corporate Services Ltd., Mareva House, 4 George Street, Nassau, Bahamas.

The International Business Companies Act Company Limited by Shares ARTICLES OF ASSOCIATION SHERRITT INTERNATIONAL (BAHAMAS) INC.

EX-99.T3A16 Exhibit T3A. 16 The International Business Companies Act Company Limited by Shares ARTICLES OF ASSOCIATION OF SHERRITT INTERNATIONAL (BAHAMAS) INC. Preliminary 1. In these Articles, if not inconsistent with the subject or context, the words and expressions standing in the first column of the following table shall bear the meanings set opposite them respectively in the second column the

Sherritt International Corporation Corporate name / Dénomination sociale Corporation number / Numéro de société I HEREBY CERTIFY that the above-named corporation, the articles of continuance of which are attached, is continued under section 187 of th

EX-99.T3A1 2 d856091dex99t3a1.htm EX-99.T3A1 Exhibit T3A.1 Certificate of Continuance Certificat de prorogation Canada Business Corporations Act Loi canadienne sur les sociétés par actions Sherritt International Corporation Corporate name / Dénomination sociale 977985-0 Corporation number / Numéro de société I HEREBY CERTIFY that the above-named corporation, the articles of continuance of which ar

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST THE HONOURABLE MADAM ) WEDNESDAY, THE 26TH JUSTICE CONWAY ) DAY OF FEBRUARY, 2020 )

EX-99.T3D1 Exhibit T3D.1 Court File No. CV-20-636938-00CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST THE HONOURABLE MADAM ) WEDNESDAY, THE 26TH JUSTICE CONWAY ) DAY OF FEBRUARY, 2020 ) IN THE MATTER OF AN APPLICATION UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, C. C-44, AS AMENDED, AND RULES 14.05(2) AND 14.05(3) OF THE RULES OF CIVIL PROCEDURE AND IN THE MATTER O

BY-LAW NO. 1 A by-law relating generally to the transaction of the business and affairs of POWER FINANCE INC. FRASER MILNER CASGRAIN LLP 2900-10180 101 ST EDMONTON AB T5J 3V5

EX-99.T3B9 Exhibit T3B.9 BY-LAW NO. 1 A by-law relating generally to the transaction of the business and affairs of POWER FINANCE INC. FRASER MILNER CASGRAIN LLP 2900-10180 101 ST EDMONTON AB T5J 3V5 BY-LAW NO. 1 A by-law relating generally to the transaction of the business and affairs of POWER FINANCE INC. ARTICLE 1. INTERPRETATION 1.1 Definitions In the By-laws, unless the context requires a di

BY-LAW NO. 1 DYNATEC TECHNOLOGIES LTD. (the “Corporation”) 1. INTERPRETATION

EX-99.T3B7 Exhibit T3B.7 BY-LAW NO. 1 of DYNATEC TECHNOLOGIES LTD. (the “Corporation”) 1. INTERPRETATION 1.1 Expressions used in this By-law shall have the same meanings as corresponding expressions in the Business Corporations Act (Ontario) (the “Act”). 2. CORPORATE SEAL 2.1 Until changed by the directors, the corporate seal of the Corporation shall be in the form impressed in the margin hereof.

SHERRITT INTERNATIONAL (BAHAMAS) INC. Certificate of Resolution

EX-99.T3A15 Exhibit T3A. 15 No. 27,996 B SHERRITT INTERNATIONAL (BAHAMAS) INC. Certificate of Resolution RESOLVED that the Memorandum of Association of the Company be hereby amended by deleting Clauses 2. and 3. and substituting therefor the following: “2. The registered office of the Company is situate at the offices of M B & H Corporate Services Ltd., Mareva House, 4 George Street, Nassau, Baham

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-6 APPLICATION UNDER SECTION 310(a)(1) OF THE TRUST INDENTURE ACT OF 1939 FOR DETERMINATION OF ELIGIBILITY OF A FOREIGN PERSON TO ACT AS INSTITUTIONAL TRUSTEE AST TRUST COM

EX-25.1 Exhibit 25.1 OMB APPROVAL OMB Number: 3235-0391 Expires: May 31, 2022 Estimated average burden hours per response 17 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-6 APPLICATION UNDER SECTION 310(a)(1) OF THE TRUST INDENTURE ACT OF 1939 FOR DETERMINATION OF ELIGIBILITY OF A FOREIGN PERSON TO ACT AS INSTITUTIONAL TRUSTEE AST TRUST COMPANY (CANADA) (Exact name

BY-LAW NO. 1 A by-law relating generally to the transaction of the business and affairs of 672539 ALBERTA LTD. One - Interpretation Two - Business of the Corporation Three - Borrowing and Security Four - Directors Five - Committees Six - Officers Sev

EX-99.T3B3 Exhibit T3B.3 BY-LAW NO. 1 A by-law relating generally to the transaction of the business and affairs of 672539 ALBERTA LTD. Contents One - Interpretation Two - Business of the Corporation Three - Borrowing and Security Four - Directors Five - Committees Six - Officers Seven - Protection of Directors, Officers and Others Eight - Shares Nine - Dividends and Rights Ten - Meetings of Share

CORPORATE ACCESS NUMBER: 2016837409 of Alberta ⬛ BUSINESS CORPORATIONS ACT AMENDMENT AND REGISTRATION OF RESTATED ARTICLES 1683740 ALBERTA LTD. AMENDED ITS ARTICLES ON 2014/04/24.

EX-99.T3A5 Exhibit T3A.5 CORPORATE ACCESS NUMBER: 2016837409 Government of Alberta ⬛ BUSINESS CORPORATIONS ACT CERTIFICATE OF AMENDMENT AND REGISTRATION OF RESTATED ARTICLES 1683740 ALBERTA LTD. AMENDED ITS ARTICLES ON 2014/04/24. 7.00 a.m. MDT Name/Structure Change Alberta Corporation—Registration Statement Alberta Amendment Date: 2014/04/24 Service Request Number: 21337902 Corporate Access Numbe

COMMONWEALTH OF THE BAHAMAS A COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION SHERRITT UTILITIES INC. (formerly SHERRITT POWER (BAHAMAS) INC.) Name Changed: 9th January, 1998. Incorporated on the 15th day of December 1997 under The I

EX-99.T3A25 Exhibit T3A.25 COMMONWEALTH OF THE BAHAMAS A COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF SHERRITT UTILITIES INC. (formerly SHERRITT POWER (BAHAMAS) INC.) Name Changed: 9th January, 1998. Incorporated on the 15th day of December 1997 under The International Business Companies Act McKinney, Bancroft & Hughes Attorneys-at-Law Mareva House 4, George Street Nassau, B

THE COMMONWEALTH OF THE BAHAMAS The International Business Companies Act 2000 Company Limited by Shares ARTICLES OF ASSOCIATION SHERRITT POWER (BAHAMAS) INC.

EX-99.T3A22 Exhibit T3A.22 THE COMMONWEALTH OF THE BAHAMAS The International Business Companies Act 2000 Company Limited by Shares ARTICLES OF ASSOCIATION OF SHERRITT POWER (BAHAMAS) INC. Preliminary 1. In these Articles, if not inconsistent with the subject or context, the words and expressions standing in the first column of the following table shall bear the meanings set opposite them respectiv

Certificate of Amendment Canada Business Corporations Act

EX-99.T3A14 Exhibit T3A. 14 Innovation, Science and Innovation, Sciences et Economic Development Canada Développement économique Canada Corporations Canada Corporations Canada Certificate of Amendment Canada Business Corporations Act Certificat de modification Loi canadienne sur les sociétés par actions SBCT Logistics Ltd. Corporate name / Dénomination sociale 1158610-6 Corporation number / Numéro

NOTICE OF MEETING OF HOLDERS OF CERTAIN DEBT NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF SHERRITT INTERNATIONAL CORPORATION To be held on April 9, 2020 MANAGEMENT INFORMATION CIRCULAR with respect to, among other things, a proposed PLAN OF ARRANGEME

EX-99.T3E Exhibit T3E NOTICE OF MEETING OF HOLDERS OF CERTAIN DEBT AND NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF SHERRITT INTERNATIONAL CORPORATION To be held on April 9, 2020 AND MANAGEMENT INFORMATION CIRCULAR with respect to, among other things, a proposed PLAN OF ARRANGEMENT UNDER THE CANADA BUSINESS CORPORATIONS ACT March 6, 2020 These materials are important and require your immediate att

BY-LAW NO. 1 SHERRITT INTERNATIONAL CORPORATION (the “Corporation”)

EX-99.T3B1 Exhibit T3B.1 BY-LAW NO. 1 of SHERRITT INTERNATIONAL CORPORATION (the “Corporation”) 1. REGISTERED OFFICE (a) The registered office of the Corporation shall be in the place within Ontario specified in the articles of the Corporation and at such location therein as the directors may from time to time determine. 2. CORPORATE SEAL (a) The Corporation may, but need not, have a corporate sea

BUSINESS CORPORATIONS ACT FORM 1 ARTICLES OF INCORPORATION (SECTION 4)

EX-99.T3A30 Exhibit T3A.30 New Nouveau Brunswick CANADA CANADA PROVINCE OF NEW BRUNSWICK PROVINCE DU NOUVEAU-BRUNSWICK BUSINESS CORPORATIONS ACT LOI SUR LES CORPORATIONS COMMERCIALES CERTIFICATE OF INCORPORATION CERTIFICAT DE CONSTITUTION EN CORPORATION (SECTION 6) (ARTICLE 6) 501109 N.B. LTD. Name of Corporation / Raison sociale de la corporation 501109 Corporation Number / Numéro de la corporati

The International Business Companies Act Company Limited by Shares ARTICLES OF CONTINUATION SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED

EX-99.T3A18 Exhibit T3A.18 INTERNATIONAL BUSINESS COMPANIES ACT (No. 45 of 2000 Sections 83, 84, 85, 86 & 87) NO. 155501 (B)SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED EURIKA S. CHARLTON, Acting Assistant Registrar General of the Commonwealth of The Bahamas, do hereby certify, pursuant to the International Business Companies Act, (No. 45 of 2000) that all the requirements of the said Act in

ARTICLES OF INCORPORATION STATUTS CONSTITUTIFS Form 1 Business Corporations Act 1.  The name of the corporation is: (Set out in BLOCK CAPITAL LETTERS) Dénomination sociale de la société: (Écrire en LETTRES MAJUSCULES SEULEMENT) D Y N A T E C T E C H

EX-99.T3A10 Exhibit T3A.10 ARTICLES OF INCORPORATION STATUTS CONSTITUTIFS Form 1 Business Corporations Act 1.  The name of the corporation is: (Set out in BLOCK CAPITAL LETTERS) Dénomination sociale de la société: (Écrire en LETTRES MAJUSCULES SEULEMENT) D Y N A T E C T E C H N O L O G I E S L T D . Formule 1 Loi sur les sociétés par actions 2.  The address of the registered office is: Adresse du

Sherritt International Corporation (SIC) (Canada) Parent Company Metals Marketing and Fertilizer Division Active – Principal and Head Office (Continued into CBCA on June 3/16) FOR INTERNAL USE ONLY 100% Sherritt International Investments Limited (Bar

EX-99.T3G 48 d856091dex99t3g.htm EX-99.T3G Exhibit T3G Sherritt International Corporation (SIC) (Canada) Parent Company Metals Marketing and Fertilizer Division Active – Principal and Head Office (Continued into CBCA on June 3/16) FOR INTERNAL USE ONLY 100% Sherritt International Investments Limited (Barbados) Active Investments in Cuba 100% SM Marketing Inc. (formerly 1341774 Ontario Limited.) (O

BY-LAW NO. 1 (A by-law relating generally to the conduct of the affairs of 501109 N.B. LTD.)

EX-99.T3B14 Exhibit T3B.14 BY-LAW NO. 1 (A by-law relating generally to the conduct of the affairs of 501109 N.B. LTD.) BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of 501109 N.B. LTD. (hereinafter called the “Corporation”) as follows: INTERPRETATION 1. In this by-law and all other by-laws of the Corporation, unless the context otherwise specifies or requires: (a) “Act” means the Business Co

For Ministry Use Only A I’usage exclusif du ministère

EX-99.T3A27 Exhibit T3A.27 For Ministry Use Only A I’usage exclusif du ministère Ontario Corporation Number Numéro de la société en Ontario 1736242 ARTICLES OF INCORPORATION STATUTS CONSTITUTIFS Form 1 Business Corporations Act 1.  The name of the corporation is: (Set out in BLOCK CAPITAL LETTERS) Dénomination sociale de la société : (Écrire en LETTRES MAJUSCULES SEULEMENT) SI FINANCE LTD. Formule

COMMONWEALTH OF THE BAHAMAS A COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION SHERRITT UTILITIES INC. (formerly SHERRITT POWER (BAHAMAS) INC.) Name Changed: 9th January, 1998. Incorporated on the 15th day of December 1997 under The I

EX-99.T3A24 Exhibit T3A.24 COMMONWEALTH OF THE BAHAMAS A COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF SHERRITT UTILITIES INC. (formerly SHERRITT POWER (BAHAMAS) INC.) Name Changed: 9th January, 1998. Incorporated on the 15th day of December 1997 under The International Business Companies Act McKinney, Bancroft & Hughes Attorneys-at-Law Mareva House 4, George Street Nassau, B

BUSINESS CORPORATIONS ACT (SECTIONS 181, 261 AND 262)

EX-99.T3A21 Exhibit T3A.21 CORPORATE ACCESS NUMBER 20723302 BUSINESS CORPORATIONS ACT CERTIFICATE OF CONTINUANCE SHERRITT INTERNATIONAL OIL AND GAS LIMITED CONTINUED FROM CANADA TO ALBERTA ON JANUARY 23, 1997. Registrar of Corporations REG 3066 (96/01) 20723302 BUSINESS CORPORATIONS ACT (SECTIONS 181, 261 AND 262) FORM 11 ALBERTA CONSUMER AND CORPORATE AFFAIRS ARTICLES OF CONTINUANCE 1. NAME OF CO

FORM 6 COMPANY NO. 39809

EX-99.T3A20 Exhibit T3A.20 FORM 6 COMPANY NO. 39809 COMPANIES ACT OF BARBADOS CERTIFICATE OF AMENDMENT SICOG OIL AND GAS LIMITED Name of Company I hereby certify that the Articles of the above-mentioned company were amended ☐ Under Section 15 of the Companies Act in accordance with the attached notice; ☐ Under Section 33 of the Companies Act as set out in the attached Articles of Amendment designa

COMPANIES ACT OF BARBADOS CERTIFICATE OF CONTINUANCE SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED Name of Company

EX-99.T3A19 Exhibit T3A.19 FORM 19 COMPANY NO. 39809 COMPANIES ACT OF BARBADOS CERTIFICATE OF CONTINUANCE SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED Name of Company I hereby certify that the above-mentioned Company was continued, as set out in the attached Articles of Continuance, under section 356.2. (1) of the Companies Act. Form 17 COMPANIES ACT OF BARBADOS (Section 351) ARTICLES OF CONT

Articles of Incorporation POWER FINANCE INC. Share Structure: SEE SCHEDULE ATTACHED Share Transfers Restrictions: SEE SCHEDULE ATTACHED Number of Directors: Min Number of Directors: 1 Max Number of Directors: 9 Business Restricted To: NONE Business R

EX-99.T3A12 Exhibit T3A.12 Incorporate Alberta Corporation - Registration Statement Alberta Registration Date: 2012/10/18 Corporate Access Number: 2017075272 Service Request Number: 18705609 Alberta Corporation Type: Named Alberta Corporation Legal Entity Name: POWER FINANCE INC. French Equivalent Name: Nuans Number: 107001352 Nuans Date: 2012/09/20 French Nuans Number: French Nuans Date: REGISTER

EX-99.T3A8

EX-99.T3A8 Exhibit T3A.8

STATUTEN Naam en zetel Artikel 1

EX-99.T3A6 Exhibit T3A.6 20020285/IS/Iba STATUTEN Naam en zetel Artikel 1 1. De vennootschap draagt de naam: Canada Northwest Oils (Europe) B.V. 2. Zij is gevestigd te Amsterdam. Doel Artikel 2 De vennootschap heeft ten doel: In het bijzonder het exploiteren, exploreren en verwerken (waaronder raffinage) van olie, gas en andere mineralen, de handel in genoemde goederen, daarvan afgeleide of daaraa

BY-LAW NO. 1 A by-law relating generally to the transaction of the business and affairs of 672538 ALBERTA LTD. One - Interpretation Two - Business of the Corporation Three - Borrowing and Security Four - Directors Five - Committees Six - Officers Sev

EX-99.T3B2 Exhibit T3B.2 BY-LAW NO. 1 A by-law relating generally to the transaction of the business and affairs of 672538 ALBERTA LTD. Contents One - Interpretation Two - Business of the Corporation Three - Borrowing and Security Four - Directors Five - Committees Six - Officers Seven - Protection of Directors, Officers and Others Eight - Shares Nine - Dividends and Rights Ten - Meetings of Share

General By-Law No. 1 Sherritt International (Cuba) Oil and Gas Limited NOV-10-1995 14:03 EVELYN. GITTENS & FARMER P. 08 1 INTERPRETATION 1 2 REGISTERED OFFICE 1 3 SEAL 1 4 DIRECTORS 2 5 BORROWING POWERS OF DIRECTORS 3 6 MEETINGS OF DIRECTORS 3 7 REMU

EX-99.T3B11 NOV-10-1995 14:03 EVELYN. GITTENS & FARMER P. 07 Exhibit T3B.11 General By-Law No. 1 of Sherritt International (Cuba) Oil and Gas Limited NOV-10-1995 14:03 EVELYN. GITTENS & FARMER P. 08 Contents 1 INTERPRETATION 1 2 REGISTERED OFFICE 1 3 SEAL 1 4 DIRECTORS 2 5 BORROWING POWERS OF DIRECTORS 3 6 MEETINGS OF DIRECTORS 3 7 REMUNERATION OF DIRECTORS 4 8 SUBMISSION OF CONTRACTS OR TRANSACTI

Company Number: 08583618

EX-99.T3A28 Exhibit T3A.28 Company Number: 08583618 The Companies Act 2006 PRIVATE COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION SIC Marketing Services (UK) Limited Incorporated on 25th June 2013 Intertrust (UK) Limited www.intertrustgroup.com THE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF SIC Marketing Services (UK) Limited 1. PRELIMINARY 1.1 The model art

COMPANIES ACT OF BARBADOS CERTIFICATE OF INCORPORATION SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED Name of Company

EX-99.T3A17 Exhibit T3A.17 FORM 3 11308 Company No. COMPANIES ACT OF BARBADOS CERTIFICATE OF INCORPORATION SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED Name of Company I hereby certify that the above-mentioned Company, the Articles of Incorporation of which are attached, was incorporated under the Companies Act of Barbados. #08847 $750.00 95/10/31 FORM 1 COMPANIES ACT OF BARBADOS (Section 5)

Certificate of Continuance Canada Business Corporations Act

EX-99.T3A13 Exhibit T3A. 13 Innovation, Science and Innovation, Sciences et Economic Development Canada Développement économique Canada Corporations Canada Corporations Canada Certificate of Continuance Canada Business Corporations Act Certificat de prorogation Loi canadienne sur les sociétés par actions Sherritt Bulk Commodities and Transportation Ltd. Corporate name / Dénomination sociale 115861

Articles of Incorporation OG FINANCE INC. Share Structure: SEE SCHEDULE ATTACHED Share Transfers Restrictions: SEE SCHEDULE ATTACHED Number of Directors: Min Number of Directors: 1 Max Number of Directors: 9 Business Restricted To: NONE Business Rest

EX-99.T3A11 Exhibit T3A.11 Incorporate Alberta Corporation - Registration Statement Alberta Registration Date: 2012/10/18 Corporate Access Number: 2017075314 Service Request Number: 18705695 Alberta Corporation Type: Named Alberta Corporation Legal Entity Name: OG FINANCE INC. French Equivalent Name: Nuans Number: 107001349 Nuans Date: 2012/09/20 French Nuans Number: French Nuans Date: REGISTERED

copy of the Memorandum of Association lodged at Companies House (with the addition of address and number of shares subscribed for) COMPANY HAVING A SHARE CAPITAL Memorandum of Association of SIC Marketing Services (UK) Limited

EX-99.T3A29 29 d856091dex99t3a29.htm EX-99.T3A29 Exhibit T3A.29 copy of the Memorandum of Association lodged at Companies House (with the addition of address and number of shares subscribed for) COMPANY HAVING A SHARE CAPITAL Memorandum of Association of SIC Marketing Services (UK) Limited Each subscriber to this Memorandum of Association wishes to form a company under the Companies Act 2006 and a

ARTICLES OF INCORPORATION

EX-99.T3A2 Exhibit T3A.2 CORPORATE ACCESS NUMBER 20672538 BUSINESS CORPORATIONS ACT CERTIFICATE OF INCORPORATION 672538 ALBERTA LTD. WAS INCORPORATED IN ALBERTA ON OCTOBER 31, 1995 Registrar of Corporations REG 3066 (95/09) 20672538 ARTICLES OF INCORPORATION 1. NAME OF CORPORATION: 672538 ALBERTA LTD. 2. THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS AUTHORIZED TO ISSUE: Capi

CNWL OIL (ESPAÑA) S.A. CORPORATE BY-LAWS

EX-99.T3B6 Exhibit T3B.6 CNWL OIL (ESPAÑA) S.A. CORPORATE BY-LAWS Article 1. CORPORATE NAME The name of the Company shall be CNWL OIL (ESPAÑA), S.A. Article 2. CORPORATE PURPOSE The purpose of the Company shall be the exploration and exploitation of hydrocarbons in compliance with the Law and other applicable legal provisions and it may perform any acts and agreements related to said corporate pur

BY-LAW NO. 1 A by-law relating generally to the transaction of the business and affairs of 1683740 ALBERTA LTD. FRASER MILNER CASGRAIN LLP 2900-10180 101 ST EDMONTON AB T5J 3V5

EX-99.T3B5 Exhibit T3B.5 BY-LAW NO. 1 A by-law relating generally to the transaction of the business and affairs of 1683740 ALBERTA LTD. FRASER MILNER CASGRAIN LLP 2900-10180 101 ST EDMONTON AB T5J 3V5 BY-LAW NO. 1 A by-law relating generally to the transaction of the business and affairs of 1683740 ALBERTA LTD. ARTICLE 1. INTERPRETATION 1.1 Definitions In the By-laws, unless the context requires

BY-LAW NO. 1 SI FINANCE LTD. (the “Corporation”) 1. INTERPRETATION

EX-99.T3B13 Exhibit T3B.13 BY-LAW NO. 1 of SI FINANCE LTD. (the “Corporation”) 1. INTERPRETATION 1.1 Expressions used in this By-law shall have the same meanings as corresponding expressions in the Business Corporations Act (Ontario) (the “Act”). 2. CORPORATE SEAL 2.1 Until changed by the directors, the corporate seal of the Corporation shall be in the form impressed in the margin hereof. 3. FINAN

SHERRITT INTERNATIONAL OIL AND GAS LIMITED (hereinafter called the “Corporation”) BY-LAW NO. 1 A BY-LAW RELATING GENERALLY TO THE TRANSACTION OF THE BUSINESS AND AFFAIRS OF THE CORPORATION BE IT ENACTED AS A BY-LAW OF THE CORPORATION, AS FOLLOWS: TAB

EX-99.T3B12 Exhibit T3B.12 SHERRITT INTERNATIONAL OIL AND GAS LIMITED (hereinafter called the “Corporation”) BY-LAW NO. 1 A BY-LAW RELATING GENERALLY TO THE TRANSACTION OF THE BUSINESS AND AFFAIRS OF THE CORPORATION BE IT ENACTED AS A BY-LAW OF THE CORPORATION, AS FOLLOWS: TABLE OF CONTENTS SECTION 1 INTERPRETATION 1 1.01 Definitions 1 SECTION 2 BUSINESS OF THE CORPORATION 2 2.01 Registered Office

Canada Northwest Oils (Europe) B.V.

EX-99.T3A7 Exhibit T3A.7 1 HEESR/ZUTJ/5123524 40034656 STATUTENWIJZIGING Canada Northwest Oils (Europe) B.V. Op zeven en twintig augustus tweeduizend acht is voor mij, mr. Joannes Franciscus Verlinden, notaris met plaats van vestiging Eindhoven, verschenen: mevrouw Ravina Supriana Constancia, geboren te Rotterdam op tweeëntwintig april negentienhonderd éénentachtig, met kantooradres Parklaan 54a,

ARTICLES OF INCORPORATION

EX-99.T3A3 Exhibit T3A.3 CORPORATE ACCESS NUMBER 20672539 BUSINESS CORPORATIONS ACT CERTIFICATE OF INCORPORATION 672539 ALBERTA LTD. WAS INCORPORATED IN ALBERTA ON OCTOBER 31, 1995 Registrar of Corporations REG 3066 (95/09) 20672539 ARTICLES OF INCORPORATION 1. NAME OF CORPORATION: 672539 ALBERTA LTD. 2. THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS AUTHORIZED TO ISSUE: Capi

BYLAW NO. 1 A bylaw relating generally to the transaction of the business and affairs of SHERRITT BULK COMMODITIES AND TRANSPORTATION LTD. ARTICLE 1 INTERPRETATION

EX-99.T3B10 41 d856091dex99t3b10.htm EX-99.T3B10 Exhibit T3B.10 BYLAW NO. 1 A bylaw relating generally to the transaction of the business and affairs of SHERRITT BULK COMMODITIES AND TRANSPORTATION LTD. ARTICLE 1 INTERPRETATION 1.1 Definitions Bylaws, unless the context requires a different meaning: (a) “Act” means the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended, and any sta

NEW BRUNSWICK BUSINESS CORPORATIONS ACT FORM 3 ARTICLES OF AMENDMENT (SECTION 26,116)

EX-99.T3A31 31 d856091dex99t3a31.htm EX-99.T3A31 Exhibit T3A.31 New Noveau Brunswick CANADA PROVINCE OF NEW BRUNSWICK BUSINESS CORPORATIONS ACT CERTIFICATE OF AMENDMENT (SECTION 26, 117) CANADA PROVINCE DU NOUVEAU-BRUNSWICK LOI SUR LES CORPORATIONS COMMERCIALES CERTIFICAT DE MODIFICATION (ARTICLE 26, 117) THE COBALT REFINERY HOLDING COMPANY LTD. Name of Corporation / Raison sociale de la corporati

SHERF / Sherritt International Corp. T-3 - - T-3

T-3 1 d856091dt3.htm T-3 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-3 FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939 Sherritt International Corporation* (Name of applicant) *See Table of Co-Applicants below. Bay Adelaide Centre East Tower, 22 Adelaide St. West, Suite 4220, Toronto, ON M5H 3E4 (Address of

BY-LAW NO. 1 A by-law relating generally to the transaction of the business and affairs of OG FINANCE INC. FRASER MILNER CASGRAIN LLP 2900-10180 101 ST EDMONTON AB T5J 3V5

EX-99.T3B8 Exhibit T3B.8 BY-LAW NO. 1 A by-law relating generally to the transaction of the business and affairs of OG FINANCE INC. FRASER MILNER CASGRAIN LLP 2900-10180 101 ST EDMONTON AB T5J 3V5 BY-LAW NO. 1 A by-law relating generally to the transaction of the business and affairs of OG FINANCE INC. ARTICLE 1. INTERPRETATION 1.1 Definitions In the By-laws, unless the context requires a differen

Sherritt International F-X

F-X 1 a16-130352fx.htm F-X U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-X Appointment of Agent For Service of Process And Undertaking A. Name of issuer or person filing (the “Filer”): Sherritt International Corporation B. (1) This is [check one]: x an original filing for the Filer o an amended filing for the Filer (2) Check the following box if you are filing the Form F-X

Prior Statutory Tax Rate

Exhibit 2.1 CONTENTS Introduction i Forward-Looking Statements ii Scientific and Technical Information iii Glossary of Terms iii 1. Overview of the Business 1 1.1 Three-Year History 2 2. Corporate Structure 7 2.1 Name and Incorporation 7 2.2 Intercorporate Relationships 7 3. Description of the Business 8 3.1 Metals 8 3.2 Oil and Gas 20 3.3 Power 38 3.4 Technologies 41 3.5 Environment, Health and S

TABLE OF CONTENTS

EX-2.2 5 a16-130351ex2d2.htm EX-2.2 Exhibit 2.2 TABLE OF CONTENTS Page CHAIRMAN’S LETTER i NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS ii SHERRITT MANAGEMENT INFORMATION CIRCULAR — QUESTIONS AND ANSWERS iii MANAGEMENT INFORMATION CIRCULAR SOLICITATION OF PROXIES AND VOTING INSTRUCTIONS 1 BUSINESS OF THE MEETING 1 APPOINTMENT OF PROXIES AND VOTING INSTRUCTIONS 8 Registered Shareholder Voti

March 31

Exhibit 2.5 INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As at and for the three months ended March 31, 2016 and 2015 INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Condensed consolidated statements of comprehensive income (loss) 2 Condensed consolidated statements of financial position 3 Condensed consolidated statements of cash flow 4 Condensed consolidated statements of changes in s

December 31

Exhibit 2.3 CONSOLIDATED FINANCIAL STATEMENTS As at and for the years ended December 31, 2015 and 2014 CONSOLIDATED FINANCIAL STATEMENTS Management?s report 2 Independent auditor?s report 3 Consolidated statements of comprehensive income (loss) 4 Consolidated statements of financial position 5 Consolidated statements of cash flow 6 Consolidated statements of changes in shareholders? equity 7 NOTES

VOTING INFORMATION AND ELECTION FORM TO VOTE IN FAVOUR OR AGAINST THE PROPOSED PLAN OF ARRANGEMENT AND IF VOTING IN FAVOUR BEFORE THE EARLY CONSENT DEADLINE, TO ELECT TO RECEIVE EARLY CONSENT CASH CONSIDERATION OR EARLY CONSENT WARRANTS OF SHERRITT I

Exhibit 1.2 This Voting Information and Election Form requires your immediate attention. You are urged to carefully review this Voting Information and Election Form prior to completing it. Your investment advisor, stockbroker, bank manager, lawyer or other professional advisor can assist you in completing this Voting Information and Election Form. VOTING INFORMATION AND ELECTION FORM TO VOTE IN FA

NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR FOR HOLDERS OF 8.00% SENIOR UNSECURED DEBENTURES DUE NOVEMBER 15, 2018 7.50% SENIOR UNSECURED DEBENTURES DUE SEPTEMBER 24, 2020 7.875% SENIOR UNSECURED NOTES DUE OCTOBER 11, 2022 OF SHERRITT INTER

Exhibit 1.1 NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR FOR HOLDERS OF 8.00% SENIOR UNSECURED DEBENTURES DUE NOVEMBER 15, 2018 AND 7.50% SENIOR UNSECURED DEBENTURES DUE SEPTEMBER 24, 2020 AND 7.875% SENIOR UNSECURED NOTES DUE OCTOBER 11, 2022 OF SHERRITT INTERNATIONAL CORPORATION TO CONSIDER A PROPOSED PLAN OF ARRANGEMENT UNDER THE CANADA BUSINESS CORPORATIONS ACT JUNE 15, 2016 These mat

FORM 51-102F3 MATERIAL CHANGE REPORT

Exhibit 2.7 FORM 51-102F3 MATERIAL CHANGE REPORT 1. Name and Address of Reporting Issuer Sherritt International Corporation (the ?Company?) 181 Bay Street 26th Floor, Brookfield Place Toronto, ON M5J 2T3 2. Date of Material Change May 30, 2016 3. News Release A news release was issued and disseminated by the Company on May 31, 2016 through Marketwired and has been filed on SEDAR. A copy of the new

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM

CB 1 a16-130351cb.htm CB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) o Securities Act Rule 802 (Exchange Offer) x Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer

Relationship for

Exhibit 2.4 MANAGEMENT?S DISCUSSION AND ANALYSIS For the year ended December 31, 2015 This Management?s Discussion and Analysis (MD&A) is intended to help the reader understand Sherritt International Corporation?s operations, financial performance and the present and future business environment. This MD&A, which has been prepared as of February 10, 2016, should be read in conjunction with Sherritt

Relationship for

Exhibit 2.6 MANAGEMENT?S DISCUSSION AND ANALYSIS For the three months ended March 31, 2016 This Management?s Discussion and Analysis (MD&A) is intended to help the reader understand Sherritt International Corporation?s operations, financial performance and the present and future business environment. This MD&A, which has been prepared as of April 26, 2016, should be read in conjunction with Sherri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.2 )*/

OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response 11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)*/ Fording Canadian

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)*/ Fording Canadian Coal Trust (Name of Issuer) Trust Units (Title of Class of Securities) 345425102 (CUSIP Number) Samuel W. Ingram Sherritt International Corporation 1

EX-99.1

EXHIBIT 1 LOAN AGREEMENT SHERRITT INTERNATIONAL CORPORATION, AS BORROWER - AND - NATIONAL BANK OF CANADA, AS LENDER - $50,000,000 CREDIT FACILITY - Made as of February 27, 2003 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 1.

EX-99.2

EX-99.2 4 c75323exv99w2.txt GOVERNANCE AGREEMENT - GOVERNANCE AGREEMENT Among FORDING CANADIAN COAL TRUST - and - 4123212 CANADA LTD. - and - SHERRITT INTERNATIONAL CORPORATION February 28, 2003 - PAGE ARTICLE 1 DEFINITIONS AND PRINCIPLES OF INTERPRETATION............................1 1.1 Definitions....................................................1 1.2 Interpretation and General Provisions....

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Fording Canadian Coal Trust

OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response.