Trustee Act 2000

Noranda Income Fund Announces Completion of Acquisition by Glencore

Retrieved on: 
Wednesday, March 15, 2023
Acquisition, TSX, Toronto Stock Exchange, Model Business Corporation Act, Glencore, Trustee Act 2000, Arrangement, AIDS amendments of 1988, SEDAR, Security (finance), Fund

TORONTO, March 15, 2023 (GLOBE NEWSWIRE) -- Noranda Income Fund (TSX: NIF.UN) (the “Fund”) today announced that the previously announced acquisition by Glencore Canada Corporation (“Glencore”) of all of the issued and outstanding priority units of the Fund for C$1.98 per priority unit by way of a plan of arrangement under the Business Corporations Act (Ontario) and the Trustee Act (Ontario) (the “Arrangement”) was completed.

Key Points: 
  • TORONTO, March 15, 2023 (GLOBE NEWSWIRE) -- Noranda Income Fund (TSX: NIF.UN) (the “Fund”) today announced that the previously announced acquisition by Glencore Canada Corporation (“Glencore”) of all of the issued and outstanding priority units of the Fund for C$1.98 per priority unit by way of a plan of arrangement under the Business Corporations Act (Ontario) and the Trustee Act (Ontario) (the “Arrangement”) was completed.
  • Immediately prior to the Arrangement, Glencore owned 12,500,000 special units of the Fund representing approximately 25% of the 49,989,975 issued and outstanding units of the Fund.
  • As a result of the Arrangement, Glencore acquired all of the 37,489,975 issued and outstanding priority units of the Fund.
  • Following completion of the Arrangement, Glencore owns 100% of the issued and outstanding units of the Fund.

Noranda Income Fund Announces Court Approval of Acquisition by Glencore

Retrieved on: 
Friday, March 3, 2023
Toronto Stock Exchange, Ontario Superior Court of Justice, SEDAR, Canada Business Corporations Act, Arrangement, Acquisition, Trustee Act 2000, TSX, AIDS amendments of 1988, Glencore, Nature, Security (finance), Fund

Certain information in this press release, including statements regarding the proposed acquisition of the Fund by Glencore, delisting of the priority units and the Fund’s reporting issuer status, are forward-looking information.

Key Points: 
  • Certain information in this press release, including statements regarding the proposed acquisition of the Fund by Glencore, delisting of the priority units and the Fund’s reporting issuer status, are forward-looking information.
  • Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events.
  • These factors are not intended to represent a complete list of the factors that could affect the Fund; however, these factors should be considered carefully.
  • There can be no assurance that such estimates and assumptions will prove to be correct.

Noranda Income Fund Announces Increased Purchase Price to $1.98 per Priority Unit and Support Agreements with Unitholders representing approximately 22% of Priority Units

Retrieved on: 
Thursday, February 23, 2023
Minority, Financial Stability Board, TSX, Model Business Corporation Act, Acquisition, Privatization, Trustee, Overseas Investment Amendment Act 2018, Chairperson, Trustee Act 2000, Toronto Stock Exchange, SEDAR, Arrangement, Multilateral, Security (finance), Cryptocurrency, Glencore, Fund

The increased purchase price of $1.98 per unit exceeds the top-end of this valuation range.

Key Points: 
  • The increased purchase price of $1.98 per unit exceeds the top-end of this valuation range.
  • Glencore has also entered into lock-up and support agreements (“Support Agreements”) with Riverstyx Capital Management, LM Asset Fund Limited Partnership, LM Asset Management, Daniel Lau and Doug Warwick (the “Supporting Unitholders”), who in the aggregate beneficially own or have control or direction over 8,337,691 priority units or approximately 22% of the priority units of the Fund.
  • The Arrangement, as amended, is subject to the condition that the Supporting Unitholders comply in all material respects with their obligations, covenants and agreements in their Support Agreements.
  • Fund unitholders holding their units through a broker, investment dealer or other intermediary should contact such intermediary without delay if they wish to change their voting instructions.