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

TORONTO, Feb. 23, 2023 (GLOBE NEWSWIRE) — Noranda Income Fund (TSX: NIF.UN) (the “Fund”) announced today that Glencore Canada Corporation (“Glencore”) has agreed to increase the purchase price for the acquisition of all issued and outstanding priority units of the Fund from $1.42 to $1.98 per priority unit and the parties have entered into an amending agreement (the “Amending Agreement”) to amend the arrangement agreement dated January 8, 2023 (the “Arrangement Agreement”) accordingly.

The purchase price of $1.98 per priority unit represents a 102% premium on the closing price on the Toronto Stock Exchange (“TSX”) on January 6, 2023, the last trading day prior to announcement of the Arrangement Agreement, and a 126% premium on the 20-day volume weighted average price per priority unit on the TSX for the period ending on January 6, 2023. Prior to the Fund entering into the Arrangement Agreement on January 8, 2023, Accuracy Canada provided an independent valuation to the Independent Committee of the Board of Trustees of Noranda Operating Trust (the “Board”), which determined that, as at December 31, 2022, based upon and subject to the assumptions, limitations and qualifications contained therein, the fair market value of the priority units ranged from $1.24 to $1.94 per unit. 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. Under the terms of their Support Agreements, the Supporting Unitholders have agreed to support and vote all of the priority units of the Fund they control at the special meeting of Fund unitholders to be held on February 28, 2023 (the “Meeting”), or at any adjournment or postponement thereof, in favour of Glencore’s acquisition of the Fund by way of plan of arrangement (the “Arrangement”), as set forth in the Arrangement Agreement, as amended.

The Amending Agreement was unanimously approved by the Board, with those members of the Board who are related to Glencore abstaining from voting, and its Independent Committee. 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. All other terms and conditions of the Arrangement Agreement otherwise remain unchanged.

“The Amending Agreement provides Fund unitholders with a meaningful price enhancement on what was already an opportunity to unlock an immediate and attractive premium for their units and, accordingly, the Arrangement continues to be unanimously recommended by the Board and its Independent Committee” said Mr. Anthony Lloyd, Chair of the Board and member of the Independent Committee.

The Board, with those members of the Board who are related to Glencore abstaining from voting, and its Independent Committee unanimously reiterate that the Arrangement with Glencore is in the best interests of the Fund and its priority unitholders and is fair to the Fund priority unitholders, and unanimously recommend that priority unitholders:

Vote FOR the special resolution approving the Arrangement with Glencore

Voting Information for the February 28, 2023 Meeting
For Fund unitholders who have submitted their proxies or voting instructions to the Fund in favour of the Arrangement with Glencore and do not wish to change their votes on the matter set forth therein, no further action is required and their votes will be counted at the Meeting for the approval of the Arrangement in accordance with the proxies or voting instructions already submitted. For Fund unitholders who have already submitted their proxies or voting instructions and wish to change their votes, they must comply with the proxy revocation procedures set forth in the management proxy circular of the Fund filed on January 26, 2023. The cut-off time for voting and the withdrawal of proxies is 10:00 a.m. (Eastern time) on February 24, 2023. Late proxies may be accepted or rejected by the chair of the Meeting in his discretion. 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. Fund unitholders who require assistance in submitting or changing their proxies or voting instructions may direct their inquiries to the Fund’s strategic unitholder advisor and proxy solicitation agent, Kingsdale Advisors, by calling or texting 1-888-213-0093. Kingsdale Advisors can also help Fund unitholders by email at [email protected].

Plan of Arrangement
The Arrangement will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario) and the Trustee Act (Ontario) and will require the approval of: (i) 66 2/3% of the votes cast by the holders of the Fund’s priority units and special fund units voting as a single class; and (ii) a simple majority of the votes cast by holders of the Fund’s priority units after excluding the votes from priority unitholders whose votes are required to be excluded for purposes of “minority approval” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions in the context of a “business combination”, at the Meeting. In addition to unitholder approvals, the Arrangement is also subject to the receipt of court approval and other customary closing conditions for transactions of this nature. The Arrangement is expected to be completed in the first half of March 2023.

Further details regarding the terms of the Arrangement are set out in the Fund’s management proxy circular for the Meeting and in the Arrangement Agreement and the Amending Agreement entered into between Glencore and the Fund, copies of which are available on SEDAR at www.sedar.com.

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

Forward-Looking Information
Certain information in this press release, including statements regarding the proposed privatization of the Fund by Glencore, court, and unitholder approvals and the unitholder meeting, are forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of the Fund’s Annual Information Form dated March 30, 2022 for the year ended December 31, 2021 and the Fund’s other periodic filings available at www.sedar.com. 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. The forward-looking statements contained in this press release are made as of the date of this press release, and the Fund expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

About the Noranda Income Fund
Noranda Income Fund is an income trust whose priority units trade on the Toronto Stock Exchange under the symbol “NIF.UN”. Noranda Income Fund owns the electrolytic zinc processing facility and ancillary assets (the “Processing Facility”) located in Salaberry-de-Valleyfield, Quebec. The Processing Facility is the second-largest zinc processing facility in North America and the largest zinc processing facility in eastern North America, where the majority of zinc customers are located. It produces refined zinc metal and various by-products from sourced zinc concentrates. The Processing Facility is operated and managed by Canadian Electrolytic Zinc Limited, a wholly-owned subsidiary of Glencore Canada Corporation. Further information about Noranda Income Fund can be found at: www.norandaincomefund.com.

For more information:

Andrew Sidnell Vice President, Special Situations Kingsdale Advisors 647-265-4522  [email protected]

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