Noranda Income Fund Unit T.NIF.UN

RE:7 0f 8 directors etc.

[schocor]

I believe:

It is Glencore  - as the OPERATOR of the smelter - who has to nominate/elect the independant director if they hold more than 10% of the priority units. 

Remember that Glerncore, as operator, gets to APPOINT 3 already. There is no shareholder vote on these Glencore directors, they pick who they want (a zinc trader and the CEO of CZE are two usually). 

If they own 10%, they get to appoint another 4 (7/8). I assume there woudl be no vote; which seems quite clear from page 29. 

Shareholders will still get to vote on things like the auditor; but if Glencore buys 10% of the priority units and gets 7/8 directors, I think they get to run the plant and sign things like commercial agreements OR another stupid buyout offer with a $7m cost (mailings, consultants etc) and a $3M break fee. 

They might not be able to buy us out, but there directors could sign away whatever they wanted when we enter commercial negotiations in May 2023.