Noranda Income Fund Unit T.NIF.UN

RE:RE:AGM webcast announcement. But what's the point?

[Armcorp]

These are the two emails that Mr. Ouellet did not reply to, as shown in an email I sent to him tonight in response to his denial of not answering my questions.

Dear Mr. Ouellet,

 

This was sent to you March 19. You did not reply.

 

I have had a look at the trust indenture of July 2011.  According to my reading of it, no major changes can be made in the agreement without at least 66.67% of votes in favour.  I am wondering, is this correct?  Since Glencore controls 12.5 million votes out of 50 million (as the predecessor XStrata did in July 2011), then just doing the math, 66.67% of 50 million is 33.35 million. 33.35 million out of 37.5 million is 88.9%.  So 88.9% of non-Glencore shareholders have to approve any significant proposed changes.  Is this correct?

 

My experience in the stock market shows, as would yours I am sure, that 88.9% approval amongst a large pool of small shareholders is not attainable.

 

Assuming that you and the other three independent directors ARE in fact independent, please tell me what in your opinion can be done to correct this unfortunate state of affairs where Glencore has an effective veto?
 

and this was sent to you March 15. You did not reply.

 

Dear Mr. Ouellet,

 

Thank you for your reply to my letter.  I am not going to be coming out to Montreal for the AGM, and so unless you plan to come to Kelowna or Vancouver we will not be meeting in person.  

 

In your email you mentioned publicly-available contractual documents that limit the actions of the independent directors.  I think it would be helpful if you explain to me how I can obtain copies.  However contracts can be broken, and at the least expire and are renegotiated.  Since you have been on the board for at least seven years, I do not believe that any contract is older than that in duration.  You must have negotiated whatever it is you now say binds your hands.  If you directors did not do a good job of protecting our interests then, how can you complain now that your hands are tied?  Possibly you are referring to the Trust document that lays out voting rules, which is dated July 2011. Whatever it is, do not forget that you represent the shareholders who are not Glencore, and you should be doing much, much more to make your opposition to these contracts clear.  I see nothing in the news or anywhere that shows that you or the other directors care about us. And since we are talking about public contracts, why are the terms of the SPA not made public?  Why has TD not been replaced? TD should not be at the table or advising you, due to its own conflict of interest.  I do not see how you can justify it.

 

According to the production forecast for the next year, the smelter will be making on the order of 500 million pounds of zinc, worth an estimated US$1.5 each. The math alone puts the gross revenue from this production at over CDN$1 billion.  On this basis alone it is scandalous that the smelter cannot afford to pay even a bare minimum distribution of 1 cent per share per month, totaling some CDN$6 million a year total. I repeat, as you seem not to have noticed, that the independent directors should all resign, since you do not do your duty to the shareholders. Do not forget that on paper at least we own 75% of that smelter.  

 

Sincerely,