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Noranda Income Fund Investors Requisition Special Meeting to Align Board with Unitholder Interests

Noranda Income Fund Investors Requisition Special Meeting to Align Board with Unitholder Interests
Canada NewsWire
JACKSONVILLE, Fla. and VANCOUVER, BC, Nov. 24, 2022

JACKSONVILLE, Fla. and VANCOUVER, BC, Nov. 24, 2022 /CNW/ – Today, Riverstyx Capi…

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Noranda Income Fund Investors Requisition Special Meeting to Align Board with Unitholder Interests

Canada NewsWire

JACKSONVILLE, Fla. and VANCOUVER, BC, Nov. 24, 2022 /CNW/ – Today, Riverstyx Capital Management, LLC and LM Asset Fund Limited Partnership announced that a group of unitholders have requisitioned a special meeting of unitholders to reconstitute the board of trustees of Noranda Operating Trust. The group collectively owns approximately 22% of the outstanding priority units of Noranda Income Fund (TSX: NIF.UN) and proposes to replace all four of the current “Independent Trustees” (each whom was selected by Glencore Canada) with a new group of highly-qualified and experienced individuals. The group seeks to stop the ongoing erosion of unitholder value and provide more effective oversight of the Fund’s operations on behalf of its public owners.

“For years, we have watched with growing dismay as Glencore’s hand-picked “independent” trustees approved multiple agreements between the Fund and Glencore that we believe are inappropriately and grossly favorable to Glencore, not adequately disclosed, and have impaired the Fund’s value,” said Ben Franklin, founder and portfolio manager of Riverstyx. 

“We have previously expressed our concerns to the Board, including in a letter we sent almost two years ago,” Mr. Franklin continued. “Among other things, we urged the independent trustees to increase their personal ownership in the Fund in order to increase their alignment with unitholders and begin to resolve the inherent conflicts of interest that arise as a result of Glencore’s complete control over the composition of the Board. They appear to have ignored our suggestions and the Fund has continued to operate in a manner that we believe unfairly benefits Glencore at unitholders’ expense. Today, unitholders find their investment at significant risk given the recently announced cellhouse shutdown and estimated associated capital investment requirements of approximately US$100 million. These circumstances, if not independently, thoughtfully and creatively addressed by a Board acting in the best interests of the Fund and all of its unitholders, could destroy any remaining value and leave unitholders – the owners of a billion-dollar asset – completely wiped out. We therefore propose to elect four new qualified and truly independent trustees to the Board. Two of our nominees have a significant ownership interest in the Fund, and two previously served as trustees before being removed by Glencore in 2020. We are confident that this group will bring desperately needed discipline and independence to the boardroom as the Fund and Glencore attempt to navigate the Fund’s current challenges.”

Noranda Income Fund is a major employer in Salaberry-de-Valleyfield, Quebec, and owns a unique and highly-valuable asset. One of its principal advantages as an energy intensive business is its access to Quebec’s affordable and renewable hydroelectricity. Yet its business has underperformed substantially for the past decade under Glencore’s stewardship. Urgent action is necessary to rectify this and steer the business towards profitability. In the absence of action, the business risks obsolescence and substantive job losses that will negatively impact the lives and livelihoods of hundreds of people. Our goal is to enhance fairness and transparency to maximize value for employees and stakeholders. We believe an independent and aligned Board will help restore the Fund’s viability and success.” said Christine Man, CEO, COO, and Co-Founder of LM Asset Management Inc.

The Concerned Unitholders’ Nominees

Ben Franklin, CFA. Ben is the founder of Riverstyx, a value-oriented investment company focused on identifying overlooked and undervalued companies, and a Fund unitholder since 2015. Ben is an investment professional with 15 years of experience in value investing, including participating in various activist campaigns to unlock value for shareholders. Ben received his MBA in Finance and BBA degree in Management from the University of North Florida.

Christine Man. Christine is currently the Chief Executive Officer, Chief Operating Officer, and Co-Founder of LM Asset Management Inc., the general partner of the LM Asset Fund Limited Partnership, a private investment fund. Christine is a highly experienced and effective financial, legal, and operational professional. Prior to co-founding LM Asset Management Inc., she was a transactional/corporate tax law partner at McMillan LLP where she advised private and public companies on taxation, reorganizations, structuring, and corporate governance matters. She has over a decade of experience acting as counsel to management teams and stakeholders, which has given her insight into the largest and most complex corporate transactions. Christine is a graduate of Osgoode Hall Law School and is a practicing member of the Law Society of British Columbia. Drawing on her legal, financial, and business expertise, Christine strategically overseas all operational aspects of LM Asset Management Inc.

Jean Pierre (JP) Ouellet. From 2010 until 2020, JP was an Independent Trustee of Noranda Income Fund. JP has dual expertise in law and finance and worked as a corporate and commercial lawyer at one of Canada’s leading law firms for over 20 years, specializing in capital markets transactions and mergers and acquisitions. His experience also includes serving as a senior executive of RBC Capital Markets, with overall responsibility for its activities in Quebec and as Senior Vice-President, Chief Legal Officer and Corporate Secretary of Canadian National Railways Inc. He graduated from Oxford University with a Bachelor of Civil Law (Rhodes Scholar).

Barry Tissenbaum, CPA. From 2010 until 2020, Barry was an Independent Trustee of Noranda Income Fund. Barry is a corporate director and consultant and a former senior partner with Ernst & Young LLP where, amongst other duties, he served as the managing partner of the Toronto Midtown office. He currently serves and has served as a director and audit committee chairman of a number of public and private companies.

Early Warning Disclosure

The requisitioning unitholders may be considered to be acting jointly or in concert in connection with the requisition and the subject matter thereof, and are therefore filing a report under Form 62-103F1 (the “Early Warning Report“) on the Fund’s SEDAR profile on www.sedar.com.

The names of the requisitioning unitholders, their ownership or control of Priority Units of the Fund and their percentage ownership of outstanding Priority Units is as follows:

Riverstyx Capital Management, LLC

1,552,491 Priority Units

4.14 %

LM Asset Fund Limited Partnership

4,514,000 Priority Units

12.2 %

Doug Warwick

2,097,500 Priority Units

5.59 %

The requisitioning unitholders beneficially own or exercise control or direction over an aggregate of 8,163,991 Priority Units, representing 21.78% of the outstanding Priority Units.

There has been no trade in any Priority Units, and no transaction involving a change of ownership or control of Priority Units that has triggered the requirement to file the Early Warning Report.

The Fund’s head office is located at 100 King Street West, First Canadian Place, Suite 6900, P.O. Box 403, Toronto, Ontario M5X 1E3 and the Priority Units trade on the Toronto Stock Exchange under the ticker symbol NIF.UN.

LM Asset Management Inc. is the general partner to the LM Asset Fund Limited Partnership. Qwest Investment Fund Management Ltd. is the investment fund manager and portfolio manager for the LM Asset Fund Limited Partnership. LM Asset Management Inc. is not a registered entity.

For further information and to obtain a copy of the Early Warning Report, please contact Ben Franklin of Riverstyx, one of the requisitioning unitholders, by email at [email protected] or by telephone at 904-294-5879. A copy of this press release is being filed on the Fund’s SEDAR profile at www.sedar.com

SOURCE Riverstyx Capital Management, LLC

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