S-8

As filed with the Securities and Exchange Commission on June 6, 2022

Registration No. 333-______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MERCER INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Washington	47-0956945
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada	V6C 1G8
(Address of registrant’s principal executive office)	(Zip Code)

MERCER INTERNATIONAL INC. 2022 AMENDED AND RESTATED STOCK INCENTIVE PLAN

(Full title of the plan)

Juan Carlos Bueno

Mercer International Inc.

Suite 1120, 700 West Pender Street,

Vancouver, British Columbia, Canada, V6C 1G8

(Name and address of agent for service)

(604) 684-1099

(Telephone number, including area code, of agent for service)

Copies to:

H.S. Sangra Sangra Moller LLP 1000 Cathedral Place, 925 West Georgia Street Vancouver, B.C. V6C 3L2 (604) 662-8808 Andrew Bond Sheppard, Mullin, Richter & Hampton LLP 1901 Avenue of the Stars, Suite 1600 Los Angeles, California 90067 (310) 228-3700

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 7a(2)(B) of the Securities Act.   ☐

EXPLANATORY NOTE

Mercer International Inc. (the “Registrant”) is filing this registration statement on Form S-8 (the “Registration Statement”) to register an additional 2,500,000 shares of the Registrant’s common stock, par value $1.00 per share, for issuance under the Mercer International Inc. Amended and Restated 2022 Stock Incentive Plan, as amended effective May 31, 2022, which is an amendment and restatement of the Mercer International Inc. 2010 Stock Incentive Plan, for which previously-filed registration statements on Form S-8 are effective. In accordance with General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the registration statements on Form S-8 previously filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on June 11, 2010 (File No. 333-167478), August 26, 2014 (File No. 333-198365) and July 18, 2017 (File No. 333-219333), including all attachments and exhibits thereto, except to the extent otherwise supplemented, updated, modified or superseded by this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

The following documents filed by the Registrant with the SEC are hereby incorporated by reference in this Registration Statement:

(a) the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021;

(b) the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2022;

(c) the Registrant’s Current Reports on Form 8-K filed January 21, 2022, March  16, 2022 and May 31, 2022; and

(d) the description of the Registrant’s shares of common stock contained in the Description of Securities filed as Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, including any amendments or reports filed for the purpose of updating such description (File No. 000-51826).

All reports and other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date hereof, and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the shares of the Registrant’s common stock offered hereby have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof commencing on the respective dates on which such reports and documents are filed. Unless expressly incorporated into this Registration Statement, a report furnished but not filed on Form 8-K, prior or subsequent to the filing of this Registration Statement, shall not be incorporated by reference into this Registration Statement to the extent furnished but not filed.

Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 6. Indemnification of Directors and Officers

Section 23B.08.310, Section 23B.08.320 and Sections 23B.08.500 to 23B.08.600 of the Washington Business Corporation Act, contained within the Revised Code of Washington, referred to as the “Washington Corporation Act” set out provisions relating to the limitation of liability and indemnification of directors and officers of a corporation. Section 23B.08.320 of the Washington Corporation Act provides that a company’s articles of incorporation may contain provisions not inconsistent with law that eliminate or limit the personal liability of a director to the corporation or its shareholders for monetary damages for conduct as a director, other than for certain acts or omissions, including those that involve the intentional misconduct by a director or a knowing violation of law by a director. Specifically, Section 23B.08.560 of the Washington Corporation Act provides that if authorized by (i) the articles of incorporation, (ii) a bylaw adopted or ratified by the shareholders, or (iii) a resolution adopted or ratified, before or after the event, by the shareholders, a company will have the power to indemnify a director made party to a proceeding, or to obligate itself to advance or reimburse expenses incurred in a proceeding, without regard to the limitations on indemnification contained in Section 23B.08.510 through 23B.08.550 of the Washington Corporation Act, provided that no such indemnity shall indemnify any director (i) for acts or omissions that involve intentional misconduct by the director or a knowing violation of the law by the director, (ii) for conduct finally adjudged to be in violation of Section 23B.08.310 of the Washington Corporation Act, or (iii) for any transaction from which the director will personally receive a benefit in money, property or services to which the director is not legally entitled.

Furthermore, Section 23B.08580 of the Washington Corporation Act provides that a company may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of such company, or who, while a director, officer, employee, or agent of such company, is or was serving at the request of such company as a director, officer, partner, trustee, employee, or agent of another foreign or domestic company, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by such individual in that capacity or arising from such individual’s status as a director, officer, employee, or agent, whether or not such company would have power to indemnify such individual against the same liability under Section 23B.08.510 or 23B.08.520 of the Washington Corporation Act.

Section 7.1 of the Articles of Incorporation of the Registrant, referred to as the “Articles”, provides that the Registrant may indemnify, in the manner and to the full extent permitted by law, any person (or the estate of any person) who was or is a party to, or is threatened to be made a party to any threatened, pending or complete action, suit or proceeding, whether or not by or in the right of the Registrant, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Registrant, or is or was serving at the request of the Registrant as a director or officer of another corporation, partnership, joint venture, trust or other enterprise. The Registrant may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against such person. To the full extent permitted by law, the indemnification provided in the Articles does include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, and, in the manner provided by law, any such expenses may be paid by the Registrant in advance of the final disposition of such action, suit or proceeding. The indemnification provided in the Articles also is not deemed to limit the right of the Registrant to indemnify any other person for any such expenses to the full extent permitted by law, and is not deemed exclusive of any other rights to which any person seeking indemnification from the Registrant may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 7.2 of the Articles provides that no director of the Registrant shall be personally liable to the Registrant or its shareholders for monetary damages for his conduct as a director, except for (i) acts or omissions that involve intentional misconduct or a knowing violation of law by the director, (ii) approval of distributions or loans in violation of Section 23B.08.310 of the Washington Corporation Act, or (iii) any transaction from which the director will personally receive a benefit in money, property or services to which the director is not legally entitled.

According to Section 7.2 of the Articles, if the Washington Corporation Act is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Registrant shall be eliminated or limited to the fullest extent permitted by the Washington Corporation Act, as so amended. Furthermore, Section 7.2 specifies that any amendment to or repeal of Article 7 of the Articles shall not adversely affect any right or protection of a director of the Registrant for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

The Registrant has entered into indemnity agreements, referred to as the “Indemnity Agreements”, with each of its directors and certain of its executive officers. The Registrant has agreed under each of the Indemnity Agreements to indemnify each of its directors and such officers against any and all claims and costs that are or may be brought against him as a result of his being one of the Registrant’s directors, officers or employees or that of a company related to the Registrant. However, under the Indemnity Agreements, the Registrant is not obligated to indemnify a director or officer against any claims or costs in certain instances, including if it is determined that the director or officer failed to act honestly and in good faith with a view to the Registrant’s best interests, if the director or officer failed to disclose an interest or conflict as required under corporate legislation in Washington state or the Registrant is not permitted to indemnify the director or officer under such legislation, or if the director or officer has violated any insider trading rules under United States federal and state securities laws.

Item 8. Exhibits

Exhibit Number	Exhibit
4.1	Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Form 8-A filed on March  2, 2006 (File No. 000-51826))
4.2	Bylaws (incorporated by reference to Exhibit 3.2 to Form 10-K filed on February 17, 2022 (File No. 000-51826))
4.3	Mercer International Inc. Amended and Restated 2022 Stock Incentive Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement for the 2022 Annual Meeting of Shareholders filed on April 18, 2022 (File No. 000-51826))
5.1	Opinion of Cairncross & Hempelmann, P.S.
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Cairncross & Hempelmann, P.S. (included in Exhibit 5.1)
24.1	Power of Attorney (included on the signature page of this Registration Statement)
107	Filing Fee Table

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof), which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 above, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer of controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, British Columbia, Canada on the 6^th day of June, 2022.

MERCER INTERNATIONAL INC.
By:	/s/ Juan Carlos Bueno
Name:	Juan Carlos Bueno
Title:	Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Juan Carlos Bueno and David K. Ure, or either of them acting alone or together, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and sign any registration statement (or amendment thereto) for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of this Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature:	Title:	Date:
/s/ Juan Carlos Bueno Juan Carlos Bueno	Chief Executive Officer and Director (Principal Executive Officer)	June 6, 2022
/s/ David K. Ure David K. Ure	Chief Financial Officer, Senior Vice-President, Finance, and Secretary (Principal Financial and Accounting Officer)	June 6, 2022
/s/ Jimmy S.H. Lee Jimmy S.H. Lee	Executive Chairman and Director	June 6, 2022
/s/ Keith Purchase Keith Purchase	Director	June 6, 2022
/s/ William D. McCartney William D. McCartney	Director	June 6, 2022
/s/ James Shepherd James Shepherd	Director	June 6, 2022
/s/ Alan C. Wallace Alan C. Wallace	Director	June 6, 2022
/s/ Linda J. Welty Linda J. Welty	Director	June 6, 2022
/s/ Rainer Rettig Rainer Rettig	Director	June 6, 2022
/s/ Alice Laberge Alice Laberge	Director	June 6, 2022
/s/ Janine North Janine North	Director	June 6, 2022

EX-5.1

EXHIBIT 5.1

CAIRNCROSS & HEMPELMANN, P.S.

524 Second Avenue, Suite 500

Seattle, Washington 98104

June 6, 2022

Mercer International Inc.

700 West Pender Street

Vancouver, British Columbia

Canada, V6C 1G8

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as special counsel to Mercer International Inc., a Washington corporation (the “Company”), in connection with the Company’s filing on the date hereof with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended. The Registration Statement relates to the registration of 2,500,000 shares (the “Shares”) of the Company’s common stock, par value $1.00, issuable pursuant to the Mercer International Inc. Amended and Restated 2022 Stock Incentive Plan (the “2022 Plan”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as to the validity of the Shares. In connection with this opinion, we have examined and relied upon the originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, and other instruments as we have deemed necessary or appropriate for the purpose of this opinion, including, without limitation, the following:

1. The following governing documents of the Company (the “Governing Documents”):

(a) Articles of Incorporation of Mercer International Regco Inc., filed with the Washington Secretary of State effective July 12, 2005, as certified by the Washington Secretary of State as of May 10, 2022;

(b) Articles of Amendment of the Articles of Incorporation of Mercer International Regco Inc. filed with the Washington Secretary of State effective January 26, 2006, as certified by the Washington Secretary of State as of May 10, 2022.

(c) Articles of Merger of Mercer Delaware Inc., a Delaware corporation, and Mercer International Regco, Inc., a Washington corporation, including the Articles of Amendment of the Articles of Incorporation of Mercer International Regco, Inc. (changing the name of the corporation to Mercer International Inc.), filed with the Washington Secretary of State effective March 1, 2006, as certified by the Washington Secretary of State as of May 10, 2022.

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(d) Articles of Merger of Zellstoff Celgar Holdings Ltd., a Delaware corporation, and Mercer International Inc., a Washington corporation, filed with the Washington Secretary of State effective April 4, 2006, as certified by the Washington Secretary of State as of May 10, 2022.

(e) Bylaws of Mercer International Inc. (as amended thru April 16, 2019).

2. Written Consent of Directors Approving Directors’ Resolutions effective as of April 8, 2022 approving the 2022 Plan and the reservation of the Shares under the 2022 Plan.

3. The Registration Statement, including all exhibits thereto.

4. The 2022 Plan.

5. A Certificate of Existence for the Company dated as of June 3, 2022.

6. The certificates, resolutions and other documents as we have deemed necessary to render the opinion expressed below, including, without limitation, including but not limited to a certificate of the Company dated as of the date hereof (the “Opinion Certificate”).

In rendering the opinions expressed below, we have, with your consent, assumed that the signatures of all parties signing all documents in connection with which this opinion is rendered are genuine (other than persons signing such documents on behalf of the Company), all documents submitted to us as originals or duplicate originals are authentic and complete, and all documents submitted to us as copies, whether certified or not, conform to authentic original documents and have not been further amended or superseded following our review. Additionally, we have, with your consent, assumed and relied upon, the following:

(a) the accuracy and completeness of all certificates (including, without limitation the Opinion Certificate) and other statements, documents and records reviewed by us;

(b) all parties to the documents reviewed by us (other than the Company) are duly organized, validly existing, and in good standing under the laws of all jurisdictions where they are conducting their businesses or otherwise required to be so qualified (except where the failure to be so qualified or in good standing would not adversely affect our opinions herein), and have full power and authority and have taken all necessary corporate or other action and have all governmental and third-party consents necessary or desirable to execute, deliver and perform their duties under such documents and to consummate the transactions contemplated thereby, and all such documents have been duly authorized, executed and delivered by such parties;

(c) each party to the documents reviewed by us (other than the Company) has duly authorized, executed and delivered such documents to which it is a party, and that each of such documents is enforceable against and binding upon each such party thereto; and

(d) value has been given to the Company in connection with, and the Company will be materially benefited by, the issuance of the Shares pursuant to the 2022 Plan.

In rendering this opinion, we have examined only the laws of the State of Washington (“Applicable Law”); however, the term Applicable Law is limited to those laws that a lawyer in the State of Washington exercising customary professional due diligence would reasonably recognize as being directly applicable to the 2022 Plan and the issuance of the Shares thereunder. We have not examined the question of which laws would govern the interpretation, construction, or enforcement of the 2022 Plan or the issuance of the Shares thereunder. Accordingly, we express no opinion with respect to the laws of any other state, country or jurisdiction, or the applicability of such laws to the 2022 Plan or the issuance of the Shares thereunder. In particular, to the extent that Applicable Law would require the application of the laws of any other jurisdiction, no opinion is expressed as to the laws of such other jurisdiction.

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In addition, without limiting the foregoing, we express no opinion regarding, and no opinion shall be implied from, the express opinions provided below concerning any federal and state securities statutes. We express no opinion regarding, and no opinion shall be implied from, the express opinions provided below about any rules or regulations promulgated under such statutes, or the applicability of such statutes, rules or regulations to the 2022 Plan or the transactions contemplated thereby. We further express no opinion regarding the effect of changes after the date hereof in any statutes, rules, or regulations applicable to the Articles of Incorporation, as amended, the Shares or the 2022 Plan, nor any opinion regarding statutes of limitation, moratoria, or similar actions by federal, state, or local government agencies, legislatures, courts, or other authorities.

We express no opinion with respect to the enforceability of the 2022 Plan against the Company. We express no opinion with respect to any party other than the Company.

With regard to matters of fact material to the opinions expressed herein, we have relied, without investigation or any duty of inquiry, solely upon and assumed to be true and correct: (a) the representations and warranties as to factual matters contained in and made by officers of the Company in the Opinion Certificate, including, without limitation, our opinion expressed below as to the fully paid and non-assessable status of the issued shares of capital stock of the Company, to the effect that the Company received full and adequate consideration for such issued shares; (b) the documents and materials referenced herein as reviewed by our firm; and (c) matters within our Actual Knowledge. For purposes of this opinion letter, “Actual Knowledge” means the actual knowledge of facts or other information by Laura Bertin, the lawyer employed by the undersigned firm who has actually represented the Company in connection with this legal opinion. In particular, we have not engaged in any independent investigation or inquiry into (i) material agreements of the Company or (ii) the existence of any actions or liens filed against the Company.

The opinions expressed in this letter are qualified to the extent that, notwithstanding any provisions in the 2022 Plan to the effect that such agreements reflect the entire understanding of the parties with respect to the matters described therein, the courts of the State of Washington may consider extrinsic evidence of the circumstances surrounding the interpretation of the 2022 Plan and the agreements related thereto, to ascertain the intent of the parties in using the language employed in such agreements, regardless of whether or not the meaning of the language used in the 2022 Plan or such agreements is plain and unambiguous on its face, and may determine that additional or supplemental terms can be incorporated into such agreements.

***********

Based upon and subject to the foregoing, we are of the opinion that any original issuance Shares that may be issued pursuant to the 2022 Plan have been duly authorized and that, upon the due execution by the Company and the registration by its registrar of such Shares, issuance thereof by the Company in accordance with the terms of the 2022 Plan and the awards under the 2022 Plan, and the receipt of consideration therefor in accordance with the terms of the 2022 Plan and the awards under the 2022 Plan, such Shares will be validly issued, fully paid and nonassessable.

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We consent to (a) the use of our firm’s name, Cairncross & Hempelmann, P.S., in the Registration Statement in connection with this opinion, and (b) the use of this opinion as an exhibit to the Registration Statement.

In giving this opinion, we do not admit that we come within the category of a person whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the general rules and regulations thereunder, nor do we admit that we are experts with respect to any part of the Registration Statement, or the prospectus contained in the Registration Statement, within the meaning of the term “expert” as defined in Section 11 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.

Very truly yours,

CAIRNCROSS & HEMPELMANN. P.S.

/s/ CAIRNCROSS & HEMPELMANN. P.S.

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Mercer International Inc. of our report dated February 17, 2022 relating to the consolidated financial statements and effectiveness of internal control over financial reporting, which appears in Mercer International Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021.

/s/PricewaterhouseCoopers LLP

Chartered Professional Accountants

Vancouver, Canada

June 6, 2022

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Mercer International Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation  Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit(2)	Maximum Aggregate  Offering Price(2)	Fee Rate	Amount of Registration Fee(2)
Equity	Common Stock, $1.00 par value per share	Rule 457(c)  and Rule 457(h)	2,500,000	$14.73	$36,825,000	0.0000927	$3,413.68
Total Offering Amounts					$36,825,000		$3,413.68
Total Fee Offsets							—
Net Fee Due							$3,413.68

⁽¹⁾  This Registration Statement covers an additional 2,500,000 shares of common stock of the Registrant authorized to be offered and sold under the Mercer International Inc. Amended and Restated 2022 Stock Incentive Plan, as amended effective May 31, 2022. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers an indeterminate number of additional shares of the Registrant’s common stock that may be issuable as a result of stock splits, stock dividends, or similar transactions.

⁽²⁾ Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(h)(1) under the Securities Act, based on the average of the high and low prices of the Registrant’s shares of common stock as reported on the Nasdaq Global Select Market on June 2, 2022