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Glencore Xstrata plc Guarantees Xstrata Canada Corporation's Notes

Glencore Xstrata plc Guarantees Xstrata Canada Corporation's Notes 
TORONTO, May 15, 2013 /CNW/ - Xstrata Canada Corporation ("XCC") today 
announced that in connection with the recent merger between Glencore 
International plc and Xstrata plc (now Xstrata Limited) ("Xstrata"), Glencore 
Xstrata plc ("Glencore") has fully and unconditionally guaranteed XCC's Notes 
(defined below). In anticipation of the merger, XCC has obtained an order 
from the Canadian securities regulators permitting XCC to satisfy its 
continuous disclosure obligations as a reporting issuer by filing Glencore's 
UK disclosure documents in place of disclosure documents relating solely to 
XCC. The order is substantially similar to the order that previously 
permitted XCC to satisfy its continuous disclosure obligations by filing 
Xstrata plc's UK disclosure documents and is conditional, among other things, 
upon Glencore fully and unconditionally guaranteeing the Notes. 
Description of Glencore Guarantee of the XCC Notes
The following senior debt of XCC has been guaranteed by Glencore 
(collectively, the "Notes"): (i) US$250 million principal amount of 6.2% notes 
due June 15, 2035; (ii) US$250 million principal amount of 5.5% notes due June 
15, 2017; (iii) US$341 million principal amount of 6% notes due October 15, 
2015; and (iv) US$250 million principal amount of 5.375% notes due June 1, 
2015. 
The guarantee of XCC's Notes was implemented by amending the trust indentures 
pursuant to which the Notes were issued (the "Note Indentures"). Pursuant to 
the terms of the Note Indentures, as amended by supplemental indentures to 
implement the guarantees, Glencore has fully and unconditionally guaranteed 
the payment, within 15 days of when due, of the principal and interest owing 
by XCC to the holders of the Notes. Computershare Trust Company of Canada 
(the "Note Trustee") is the trustee for the holders of the Notes under the 
terms of the Note Indentures. 
Structural Subordination
Glencore's guarantees of the Notes constitute unsecured obligations of 
Glencore. The terms of the guarantees do not limit the ability of Glencore to 
incur additional indebtedness, nor do they limit the ability of Glencore's 
subsidiaries or joint ventures to incur additional secured or unsecured 
indebtedness. Glencore's obligations under the guarantees will be 
effectively subordinate to all indebtedness and other liabilities of 
Glencore's subsidiaries and joint ventures, except to the extent Glencore is a 
creditor of such subsidiaries or joint ventures ranking at least pari passu 
with such other creditors. 
Credit Rating
The Notes, as guaranteed by Glencore, have been rated by the following rating 
agencies (collectively, the ''Rating Agencies'') as follows: 
Rating Agency                                        Rating 
Moody's Investors Service                             Baa2 
Standard & Poor's                                     BBB+ 
Dominion Bond Rating Service Limited                  BBBH 
Holders of the Notes should consult the Rating Agencies with respect to the 
interpretation of the foregoing ratings and their implications. 
The credit ratings accorded to the Notes by the Rating Agencies are not 
recommendations to purchase, hold or sell the Notes inasmuch as such ratings 
do not comment as to market price or suitability for a particular investor. 
There is no assurance that the ratings will remain in effect for any period of 
time or that the ratings will not be revised or withdrawn entirely by one or 
more of the Rating Agencies at any time in the future if, in the judgment of 
one or more of the Rating Agencies, circumstances so warrant. 
Guarantee of Payment
Each guarantee constitutes a guarantee of payment and not of collection. This 
means that legal proceedings may be brought directly against Glencore to 
enforce its obligations under each guarantee without first instituting a legal 
proceeding against XCC. The guarantees of the Notes will not be discharged 
except by payment in full of XCC's obligations to the holders of the Notes. 
Amendments and Assignment
The guarantees of the Notes may not be amended without the prior approval of 
the holders of the Notes in accordance with the terms of the Note Indentures, 
provided that no approval of the holders of the Notes is required for certain 
changes that do not adversely affect the rights of holders of the Notes. 
The guarantees of the Notes will be binding on the successors and assigns of 
Glencore and will enure to the benefit of the holders of the Notes then 
outstanding. 
Termination
The guarantees of the Notes will terminate upon the repayment in full and 
discharge of all Notes. 
Governing Law
The guarantees of the Notes are governed by and construed in accordance with 
the laws of the State of New York except with respect to the rights, powers, 
duties and responsibilities of the Note Trustee under the Note Indentures, 
which are governed by the laws of the Province of Ontario. 
Consent to Jurisdiction and Service
Glencore has appointed Corporation Service Company, 1180 Avenue of the 
Americas, Suite 210, New York, NY 10036, as its agent for service of process 
in any suit, action or proceeding arising out of or relating to its guarantee 
of the Notes and for actions brought under United States federal or state 
securities laws brought in any federal or state court located in the City of 
New York and submits to such jurisdiction. 
Glencore has appointed XCC as its agent for service of process for actions 
brought under provincial securities laws brought in any court located in the 
City of Toronto and submits to such jurisdiction. 
Information Concerning the Trustee
Computershare Trust Company of Canada is the Note Trustee under the terms of 
the Note Indentures. The terms of the Note Indentures provide that, except 
in certain circumstances, no action may be brought against Glencore to enforce 
the guarantees except by the Trustee. 
Changes to XCC Continuous Disclosure Reporting
In connection with Glencore's guarantees of the Notes, the securities 
commissions of each Canadian province and territory have granted XCC an 
exemption from certain requirements of the securities legislation that will 
permit XCC to satisfy its continuous disclosure obligations as a reporting 
issuer by filing Glencore's UK disclosure documents, including Glencore's 
annual and interim financial statements, in place of disclosure documents 
relating solely to XCC. The terms of the exemption require, among other 
things, that XCC file on SEDAR copies of all documents filed by Glencore 
pursuant to the continuous disclosure requirements of the United Kingdom. 
XCC will file Glencore's financial statements on SEDAR at the same time they 
are published in the United Kingdom. The continuous disclosure requirements of 
the United Kingdom require that Glencore publish its annual financial 
statements no later than four months after its December 31 year end, half 
yearly financial statements published no later than two months after the end 
of the six month period ending June 30 and interim management statements 
("IMS") to be published not earlier than week 11 nor later than week 20 in 
each six-month financial period. Glencore generally publishes its annual 
financial statements in March, its half yearly financial statements in August, 
its first quarter IMS in May and its third quarter IMS in November. 
The availability of the exemption is subject to XCC and Glencore satisfying a 
number of other conditions that are set forth in the decision of the 
securities commissions. A copy of the decision is available on the website 
of the Ontario Securities Commission at www.osc.gov.on.ca. 
More Information
To obtain copies of the supplemental indentures to the Note Indentures, 
Holders of Notes may contact Computershare Trust Company of Canada whose 
offices are located at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 
2Y1, telephone 416.263.9200. Copies of the supplemental indentures have also 
been publicly filed by XCC and are available at www.sedar.com. 
About Glencore Xstrata 
Glencore Xstrata is one of the world's largest global diversified natural 
resource companies. As a leading integrated producer and marketer of 
commodities with a well-balanced portfolio of diverse industrial assets, we 
are strongly positioned to capture value at every stage of the supply chain, 
from sourcing materials deep underground to delivering products to an 
international customer base. 
The Group's industrial and marketing activities are supported by a global 
network of more than 90 offices located in over 50 countries. Our diversified 
operations comprise over 150 mining and metallurgical sites, offshore oil 
production assets, farms and agricultural facilities. We employ approximately 
190,000 people, including contractors. 
Stephen Young Corporate Secretary, XCC t: +1 416 775 1556 
e:syoung@xstratanickel.ca 
Peter Fuchs t: +1 416 775 1523 e:pfuchs@xstratanickel.ca 
SOURCE: Glencore Xstrata plc 
To view this news release in HTML formatting, please use the following URL: 
http://www.newswire.ca/en/releases/archive/May2013/15/c7486.html 
CO: Glencore Xstrata plc
ST: Ontario
NI: MNA  
-0- May/15/2013 21:00 GMT
 
 
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