Glencore Canada Corporation entered into an arrangement agreement to acquire remaining 75% stake in Noranda Income Fund (TSX:NIF.UN) from LM Asset Fund Limited Partnership, managed by Qwest Investment Fund Management Ltd, Qwest Investment Fund Management Ltd, Douglas Warwickon and others for CAD 74.2 million January 8, 2023. As of February 23, 2023, Glencore Canada Corporation has agreed to increase the purchase price for the acquisition of remaining 75% stake in Noranda Income from CAD 1.42 to CAD 1.98 per priority unit. Glencore will pay CAD 1.42 per unit of Noranda. Glencore currently holds 25% of all issued and outstanding units of Noranda. The Transaction is structured as a court approved plan of arrangement. The Arrangement Agreement includes a termination amount of CAD 2.1 million, payable by the Fund to Glencore in certain circumstances.

The Transaction will become effective only if, at a special meeting of unitholders called to consider the Transaction, it is approved by (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 and special fund units after excluding votes from certain unitholders, including Glencore, and, after considering the procedural and substantive fairness of the Transaction, by the Ontario Superior Court of Justice. In addition to unitholder approvals, the Transaction is also subject to the receipt of court approval, regulatory approval and other customary closing conditions for transactions of this nature. The Arrangement Agreement was unanimously approved by the Board of Trustees of Noranda Operating Trust, with those members of the Board who are related to Glencore abstaining from voting, upon recommendation from the Independent Committee of the Board, after arm's-length negotiations yielded an attractive offer for the Fund's priority unitholders. Douglas Warwick, Riverstyx Capital and Management, LLC and LM Asset Fund Limited Partnership do not support Glencore Canada's proposed acquisition of Noranda Income Fund under its current terms. Each of Riverstyx, LM and Douglas Warwick currently intend to vote against Glencore Canada's proposed acquisition. A special meeting of Noranda Income Fund unitholders will be held on February 28, 2023. As on February 28, 2023, Noranda Income Fund's unitholders have approved the proposed arrangement. The closing of the Arrangement remains subject to final approval by the Ontario Superior Court of Justice (Commercial List), for which the hearing is scheduled to take place on March 2, 2023. As of March 2, 2023, Ontario Superior Court of Justice granted a final order approving the merger. The Transaction is expected to be completed in the first quarter of 2023. This transaction has immediate and attractive premium for the Fund's priority unitholders.

Paradigm Capital acted as financial advisor to Noranda. Accuracy Canada and Paradigm Capital acted as fairness opinion providers to the Independent Committee. Marie-Josée Neveu and Monica Dingle of Fasken Martineau DuMoulin LLP is acting as legal counsel to the Independent Committee. Karrin Powys-Lybbe, Darryl Hiscocks, Andrew Gray and Richard W. Johnson of Torys LLP is acting as legal counsel to the Fund's manager. BMO Capital Markets and Roger Taplin and Adam Taylo of McCarthy Tétrault LLP are acting as financial advisor and legal counsel respectively to Glencore. Computershare Trust Company of Canada acted as transfer agent for Noranda. Computershare Investor Services Inc. acted as depositary to Noranda Income Fund.

Glencore Canada Corporation completed the acquisition of remaining 75% stake in Noranda Income Fund (TSX:NIF.UN) from LM Asset Fund Limited Partnership, managed by Qwest Investment Fund Management Ltd, Qwest Investment Fund Management Ltd, Douglas Warwickon and others on March 15, 2023. Kingsdale Advisors is acting as strategic unitholder advisor and communications advisor to the Fund.