September 20, 2010 16:38 ET

Noranda Income Fund Calls Requisitioned Special Meeting of Unitholders

VALLEYFIELD, QUEBEC--(Marketwire - Sept. 20, 2010) - Noranda Income Fund (the "Fund") (TSX:NIF.UN) today announced that it has called a special meeting of the unitholders of the Fund to be held on November 15, 2010 (the "Meeting"). The Meeting has been called in accordance with the Fund's trust indenture in response to the previously announced requisition (the "Requisition") received on August 30, 2010 from CDS & Co., the nominee of CDS Clearing and Depository Services Inc., on behalf of certain unitholders (the "Requisitioning Unitholders"). The Requisition states that the business to be transacted at the Meeting is to consider an ordinary resolution to elect four individuals as independent trustees of Noranda Operating Trust (the "Trust"), in place of Lisa de Wilde, John C. Eby and Gerard A. Limoges who, subsequent to the Requisition, tendered their resignations as trustees of the Trust effective September 10th without prior notice or reasons.

Further details, including the exact time and location of the Meeting and the record date for the Meeting will be announced in due course and will be contained in a formal notice of meeting and management information circular to be mailed to unitholders and filed on SEDAR at prior to the Meeting. Unitholders are encouraged to read the documents carefully and in their entirety once available.

The Fund also announced today that the remaining members of the Trust's Board of Trustees are in the process of conducting a search to identify qualified candidates to fill the vacancies on the Board of Trustees and have engaged the firm Egon Zehnder to assist in this process. The Board of Trustees has determined that such search shall include consideration of the four individuals proposed by the Requisitioning Unitholders.

The Fund further announced today that in light of the resignation of the independent members of the Board of Trustees of the Trust, the engagement of Gryphon Partners as financial advisor to the independent committee of the Board of Trustees has been terminated. The Manager of the Trust, is currently seeking to retain a new independent financial advisor to assist the Board of Trustees in exploring options for the Trust to refinance its existing credit facility (the "Revolving Facility") that expires November 3, 2010 and its $153.5 million senior secured notes (the "Notes") that mature on December 20, 2010.


The Fund has provided forward-looking information regarding the refinancing of the Revolving Facility and the Notes. Forward-looking information involves known and unknown risks, uncertainties and other factors, which may cause the actual events, results or performance to be materially different from any future events, results or performance expressed or implied by the forward-looking information.

Examples of such risks, uncertainties and other factors include, but are not limited to, the following: (1) loan default and refinancing risk; (2) potential negative financial impact from regulatory investigations, claims, lawsuits and other proceedings; (3) general business and economic conditions; and (4) the other general risks set out in the Fund's continuous disclosure documents, including its annual information form and management's discussion and analysis related to its 2009 annual financial statements.

Noranda Income Fund is an income trust whose units trade on the Toronto Stock Exchange under the symbol "NIF.UN". Noranda Income Fund was created to acquire Noranda Inc.'s CEZ processing facility and ancillary assets (the "CEZ processing facility") located in Salaberry-de-Valleyfield, Quebec. The CEZ 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 its customers are located. It produces refined zinc metal and various by-products from zinc concentrates purchased from mining operations. The Processing Facility is operated and managed by Canadian Electrolytic Zinc Limited.

Further information about the Noranda Income Fund can be found at

Contact Information

  • Noranda Income Fund's Manager
    Michael Boone
    Vice President and Chief Financial Officer