Noranda Income Fund Files Circular, Independent Committee urges Unitholders to Vote for the Arrangement and Secure their All-Cash Offer

TORONTO, Jan. 26, 2023 (GLOBE NEWSWIRE) -- Noranda Income Fund (TSX: NIF.UN) (the “Fund”) today filed its management information circular for the special meeting (the “Meeting”) of unitholders scheduled for February 28, 2023.

At the Meeting, unitholders will be asked to consider voting for an arrangement agreement (the “Arrangement”) between the Fund and Glencore Canada Corporation (“Glencore”) as a result of which Glencore will acquire all issued and outstanding priority units of the Fund (the “Priority Units”) for C$1.42 per unit. Voting FOR the Arrangement will ensure that holders of Priority Units (“Priority Unitholders”) receive an all-cash premium for their Priority Units.

For more information on the Arrangement, please visit www.norandapremiumoffer.com

The full circular is available at the Fund’s issuer profile at www.sedar.com.

Benefits of the Arrangement

The Arrangement has several benefits for the Priority Unitholders including: immediate and attractive premium; all-cash transaction not subject to a financing condition; and removal of future dilution, commodity and execution risk.

The Fund was established in 2002 as an income trust to distribute cash flow from the zinc processing facility in Salaberry-de-Valleyfield, Quebec (the “Processing Facility”) to Unitholders. While the Fund distributed significant cash flow to Unitholders through to 2017, today the Fund faces various challenges operating as a single-asset zinc processing facility in an environment of rising costs and fluctuating commodity prices and facing material near-term capital expenditure requirements, which inhibits the Fund’s ability to recommence cash flow distributions in the foreseeable future. The Arrangement provides Priority Unitholders an opportunity to realize an immediate and attractive premium for their Priority Units, which is 45% above the Toronto Stock Exchange (“TSX”) closing price per Priority Unit before the Arrangement was announced.

The Arrangement is recommended by the Independent Committee of the Board of Trustees of Noranda Operating Trust (the “Independent Committee”), as well as by the Board of Trustees itself (with Glencore representative trustees abstaining). The Independent Committee and the Board of Trustees recommend that Priority Unitholders vote FOR the special resolution approving the Arrangement in order to receive C$1.42 per Priority Unit. The Independent Committee is comprised entirely of trustees who are independent of both the Fund and Glencore. Prior to making its recommendation, the Independent Committee engaged in an extensive and meaningful process to identify and consider all reasonably available alternatives that would allow for the Fund to ensure the long-term sustainability of the Fund and realize meaningful benefits for Unitholders. The Arrangement is the result of this process. Considering associated risks and with challenges still on the horizon for the Fund, the Independent Committee concluded that the consideration of C$1.42 per Priority Unit represents a compelling value for Priority Unitholders compared to the status quo.