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UraniumX Discovery Corp. — M&A Activity 2023
Jan 12, 2023
48376_rns_2023-01-11_da1089ee-5f49-4baf-bf44-ba6b9cadf1eb.pdf
M&A Activity
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SUPPORT AND VOTING AGREEMENT
January 8, 2023
Glencore Canada Corporation 100 King Street West, Suite 6900 Toronto, Ontario M5X 1E3
Dear Sirs/Madams:
Re: Support and Voting Agreement
The undersigned understands that Glencore Canada Corporation (the “ Purchaser ”) and Noranda Income Fund (the “ Fund ”) wish to enter into an arrangement agreement dated as of the date hereof (the “ Arrangement Agreement ”) contemplating an arrangement (the “ Arrangement ”) of the Fund under Section 182 of the Business Corporations Act (Ontario), the result of which shall be the acquisition by the Purchaser of all the issued and outstanding priority units (the “ Units” ) of the Fund.
All capitalized terms used but not otherwise defined herein shall have the respective meaning ascribed to them in the Arrangement Agreement.
The undersigned hereby agrees, in his or her capacity as Securityholder and not in his or her capacity as an officer or trustee of the Fund, from the date hereof until the earlier of (i) the Effective Time, and (ii) the termination of the Arrangement Agreement in accordance with its terms:
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(a) to vote or to cause to be voted Subject Securities (as defined below), in favour of the approval of the Arrangement Resolution and any other matter necessary for the consummation of the transactions contemplated by the Arrangement Agreement;
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(b) no later than 10 days prior to the Meeting, to deliver or to cause to be delivered to the Fund duly executed proxies or voting instruction forms voting in favour of the approval of the Arrangement Resolution, such proxy or voting instruction forms not to be revoked or withdrawn without the prior written consent of the Purchaser;
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(c) not to, directly or indirectly (including through any of its Representatives): (i) solicit, assist, initiate, encourage or otherwise facilitate (including, without limitation, by way of furnishing non-public information, entering into any form of written or oral agreement, arrangement or understanding or soliciting proxies) any inquiries, proposals or offers (whether public or otherwise) regarding an Acquisition Proposal; (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal; (iii) enter into or otherwise engage or participate in any discussions or negotiations with any person (other than the Purchaser) regarding any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute, an Acquisition Proposal; (iv) withdraw support, or propose publicly to withdraw support, from the transactions contemplated by the Arrangement Agreement; (v) enter, or propose publicly to enter, into any agreement related to any Acquisition Proposal; (vi) act jointly or in concert with others with respect to voting securities of the Fund for the purpose of opposing or competing with the Purchaser in connection with the Arrangement Agreement; or (vii) join in the requisition of any meeting of the securityholders of the Fund for the purpose of considering any resolution related to any Acquisition Proposal.
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(d) except as contemplated by the Arrangement Agreement, not to, directly or indirectly, (i) sell, transfer, gift, assign, grant a participation interest in, option, pledge, hypothecate, grant a security or voting interest in or otherwise convey or encumber (each, a “ Transfer ”), or enter into any agreement, option or other arrangement (including any profit sharing arrangement, forward sale or
other monetization arrangement) with respect to the Transfer of any of its Subject Securities to any Person, other than pursuant to the Arrangement Agreement; (ii) grant any proxies or power of attorney, deposit any of its Subject Securities into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Securities, other than pursuant to this Agreement; or (iii) agree to take any of the actions described in the foregoing clauses (i) and (ii);
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(e) not to exercise any rights of appraisal or rights of dissent provided under any applicable Laws or otherwise in connection with the Arrangement or the transactions contemplated by the Arrangement Agreement considered at the Meeting in connection therewith; and
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(f) except as required pursuant to this letter agreement (including to give effect to clause (a) above), not to grant or agree to grant any proxy or other right to vote the Subject Securities or enter into any voting trust or pooling agreement or arrangement in respect of the Subject Securities or enter into or subject any of the Subject Securities to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting or tendering thereof or revoke any proxy granted pursuant to this letter agreement.
Notwithstanding any provision of this letter agreement to the contrary, the Purchaser hereby agrees and acknowledges that the undersigned is executing this letter agreement and is bound hereunder solely in his or her capacity as a Securityholder of the Fund. Without limiting the provisions of the Arrangement Agreement, nothing contained in this letter agreement shall limit or affect any actions the undersigned may take in his or her capacity as an officer or trustee of the Fund or limit or restrict in any way the exercise of his or her fiduciary duties as officer or trustee of the Fund.
The undersigned hereby represents and warrants that (a) this letter agreement has been duly executed and delivered and is a valid and binding agreement, enforceable against the undersigned in accordance with its terms, and the performance by the undersigned of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which the undersigned will be a party and by which the undersigned will be bound at the time of such performance, (b) he or she has been afforded the opportunity to obtain independent legal advice and confirms by the execution of this letter agreement that he or she has either done so or waived his or her right to do so in connection with the entering into of this letter agreement, and that any failure on the undersigned’s part to seek independent legal advice shall not affect (and the undersigned shall not assert that it affects) the validity, enforceability or effect of this letter agreement or the Arrangement Agreement, and (c) it owns (beneficially or otherwise) 10,000 Units (the “ Subject Securities ”) and no other securities of the Fund.
This letter agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, and the parties hereto irrevocably attorn to the non-exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waive objection to the venue of any proceeding in such court or that such court provides an inconvenient forum. This letter agreement may be executed in any number of counterparts (including counterparts by facsimile or electronic copy) and all such counterparts taken together shall be deemed to constitute one and the same instrument.
If the foregoing is in accordance with the Purchaser’s understanding and is agreed to by the Purchaser, please signify the Purchaser’s acceptance by the execution of the enclosed copies of this letter agreement where indicated below by an authorized signatory of the Purchaser and return the same to the undersigned, upon which this letter agreement as so accepted shall constitute an agreement between the Purchaser and the undersigned.
[Remainder of page left intentionally blank. Signature page follows.]
Yours truly,
By: (signed) Peter Wright (Signature)
Peter Wright (Print Name)
Peter Wright, Trustee (Name and Title)
Address (Place of Residency): (Redacted for privacy)
Priority Units owned (beneficially or otherwise) as of the date hereof: 10,000 Units
[Signature page to the D&O Support and Voting Agreement]
Accepted and agreed on this 8[th ] day of January, 2023.
GLENCORE CANADA CORPORATION
By: (signed) Michael Boone
Name: Michael Boone Title: Chief Financial Officer