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SUPPORT AGREEMENT
 th
  INCO LIMITED
 Offeror
  FALCONBRIDGE LIMITED
 Company
 Common Shares
 Board of Directors Shareholders
  ARTICLE 1
 THE OFFER
 1.1 The Offer
 Acquisition Company Offer




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Convertible Securities Offeror Shares Cash Maximum Share Maximum Securities Laws Offer Minimum Tender
Condition Fully-Diluted Basis
 Circular th Latest
Mailing Time




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th Initial Expiry Time Securities Act Commencement Date Expiry Time Competition
Clearance Conditions




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(i)
    
    the obligations of the Offeror hereunder shall not have been
terminated pursuant to Section 6.1;(ii)
    
    no circumstance, fact, change, event or occurrence caused by an
individual, general partnership, limited partnership, corporation, company,
limited liability company, unincorporated association, unincorporated
syndicate, unincorporated organization, trust, trustee, executor, administrator
or other legal representative (a Person) other than the Offeror, an Affiliate
(as defined below) of the Offeror or any Person acting jointly or in concert
with the Offeror, shall have occurred that would render it impossible for the
Minimum Tender Condition or one or more of the conditions set out on Schedule A
hereto to be satisfied;(iii)
    
    the Offeror shall have received all waivers, rulings or orders
necessary for the making of the Offer or to mail to the Shareholders the
Circular from all applicable securities commissions or other regulatory
authorities;(iv)
    
    the Offeror Shares shall have been conditionally approved for
listing on the Toronto Stock Exchange (the TSX) and the Offeror has not been
advised that the Offeror Shares would not be approved for listing, subject to
notice of issuance, by the New York Stock Exchange (the NYSE);(v)
    
    the Board of Directors shall have unanimously recommended that
all Shareholders accept the Offer and shall not have withdrawn such
recommendation or changed, modified or qualified such recommendation in a
manner adverse to the Offeror, or taken any other action or made any other
public statement in connection with the Offer inconsistent with such
recommendation;(vi)
    
    the Company shall have complied in all respects with its
covenants in Section 5.2 and in all material respects with its other covenants
in this Agreement;




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(vii)
    
    all representations and warranties of the Company set forth in
Section 1.2 and Schedule C shall be true and correct in all respects at the
time of the making of the Offer; and(viii)
    
    no cease trade order, injunction or other prohibition at law shall exist
against the Offeror making the Offer or taking up or paying for Common Shares
deposited under the Offer.
 1.2 Company Approval of the Offer
  (i)
    
    CIBC World Markets Inc. has delivered an oral opinion to the
Board of Directors to the effect that the consideration to be received under
the Offer is fair from a financial point of view to all Shareholders (other
than the Offeror);(ii)
    
    the Board of Directors, upon consultation with its financial
and legal advisors, has unanimously determined that the price offered under the
Offer is fair from a financial point of view to all Shareholders (other than
the Offeror) and that it is in the best interests of the Company for the Offer
to be made and the Board of Directors to support it and, accordingly, has
unanimously approved the entering into of this Agreement and the making of a
recommendation that Shareholders (other than the Offeror) accept the Offer.
Each member of the Board of Directors has agreed to support the Offer and has
agreed that the press release to be issued by the Offeror announcing the Offer
may so state and that references to such agreement may be made in the Circular
and other documents relating to the Offer; provided, however, that references
herein to the unanimous determination and approval of the Board of Directors
and to the agreement of each of the Directors shall not include Directors who
have declared a conflict of interest and have not participated in any
consideration of the Offer;(iii)
    
    the Company is a foreign private issuer, as defined in Rule
405 under the 1933 Act;(iv)
    
    the Company is not an investment company registered or required
to be registered under the U.S. Investment Company Act of 1940; and(v)
    
    less than 25% of the Common Shares were held, as of the end of
the Companys last quarter or, if such quarter terminated within 60 days of the
date hereof, as of the end of the Companys preceding quarter, and as of the
date hereof, by any Person whose address appears on the records of the Company,
any voting trustee, any depositary, any share transfer agent or




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any Person acting in a similar capacity on behalf of the Company as being
located in the United States. In addition, (A) the aggregate trading volume
of the Common Shares on the TSX exceeded the aggregate trading volume of the
Common Shares on the NYSE over the most recent 12-calendar-month period, (B)
the most recent annual report or annual information form filed or submitted
by the Company with securities regulators of Ontario or with the SEC does
not indicate that U.S. holders hold 25% or more of the Common Shares, and
(C) the Company has no actual knowledge that the level of U.S. ownership of
the Common Shares equals or exceeds 25% of the Common Shares.
 Directors Circular
  Rights Plan




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1.3 Consent Under Confidentiality and Standstill Agreement
 Confidentiality and
Standstill Agreement Contemplated Transactions
 1.4 Outstanding Stock Options
 Stock Option Plan




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1.5 Directors and Officers
 Effective Date
 1.6 Subsequent Acquisition Transaction
 Affiliate Associate Securities
Act Compulsory Acquisition Business Corporations Act OBCA Subsequent
Acquisition Transaction




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1.7 Pre Take-Up Transactions
 Pre-Acquisition Reorganizations Pre-Acquisition
Reorganization
 Subco Reorganization Subco Identified Assets : Subco Third Party Sale Subco Public
Offering Subco
Spin Subco Reorganization
 Subco Third Party Sale
 Subco Public Offering and Subco Spin




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Filings
 (i)
    
    promptly prepare and file, or shall cause Subco promptly to prepare and file, as
applicable all forms, statements, reports and documents, required to be filed or furnished by it
with the securities regulatory authorities and stock exchanges in jurisdictions selected by the
Offeror including any prospectus or other documents necessary to effect the Subco Public Offering
or Subco Spin, to cause Subco to become a reporting issuer or registrant in each jurisdiction
selected by the Offeror and to have its shares listed on the stock exchange(s) selected by the
Offeror (the Subco Filings);(ii)
    
    use reasonable best efforts to have the Subco Filings approved or declared effective by
the applicable regulatory authorities (including the issuance of a final receipt for any Subco
prospectus) and by the stock exchange(s) selected by the Offeror; and(iii)
    
    use reasonable best efforts, and cause its Subsidiaries (including Subco) to use their
respective reasonable best efforts to cause any shares of Subco that are distributed to the public
or to shareholders of the Offeror in connection with a Subco Public Offering or a Subco Spin,
respectively, to be approved for listing on the stock exchange(s) selected by the Offeror, subject
to official notice of issuance, prior to such distribution.
 Accuracy of Information
 Compliance with Securities Laws
 Auditors Consents and Comfort Letters




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1.8 Officers and Directors
  ARTICLE 2
 REPRESENTATIONS AND WARRANTIES OF THE OFFEROR
  ARTICLE 3
 REPRESENTATIONS AND WARRANTIES OF THE COMPANY
  ARTICLE 4
 CONDUCT OF BUSINESS
 4.1 Conduct of Business by the Company
 Effective Time




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bona fide bona fide




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Securities Act




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ARTICLE 5
 OTHER COVENANTS
 5.1 Co-Operation and Assistance
  HSR Act




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European Commission EC Merger
Regulation EC Member
States Member States
Agencies Competition Act Canadian
Competition Act Canadian Commissioner de minimus Other Clearances




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FTC DOJ U.S. Competition Authority US/EC/Cdn. Agencies Identified
Assets/Agreement
 U.S./EC/Cdn. Clearances




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5.2 No Solicitations, Opportunity to Match, Etc.
  Acquisition Proposal
 Subsidiary
 Superior Proposal bona fide




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bona fide




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(i)
    
    the Acquisition Proposal constitutes a Superior Proposal;(ii)
    
    the Company has complied with Sections 5.2(b) through 5.2(h),
inclusive;(iii)
    
    the Company has provided the Offeror with notice in writing
that there is a Superior Proposal together with all documentation related to
and detailing the Superior Proposal (including a copy of the confidentiality
agreement between the Company and the Person making the Superior Proposal if
not previously delivered) at least seven business days prior to the date on
which the Board of Directors proposes to accept, approve, recommend or to enter
into any agreement relating to such Superior Proposal;(iv)
    
    seven business days shall have elapsed from the later of the
date the Offeror received notice of the Companys proposed determination to
accept, approve, recommend or to enter into any agreement relating to such
Superior Proposal, and the date the Offeror received a copy of the written
proposal in respect of the Acquisition Proposal and, if the Offeror has
proposed to amend the terms of the Offer in accordance with Section 5.2(h), the
Board of Directors (after receiving advice from its financial advisors and
outside legal counsel) shall have determined in good faith that the Acquisition
Proposal is a Superior Proposal compared to the proposed amendment to the terms
of the Offer by the Offeror;(v)
    
    the Company concurrently terminates this Agreement pursuant to
Section 6.1(k); and(vi)
    
    the Company has previously, or concurrently will have, paid to
the Offeror the Company Termination Payment.




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5.3 Payments and Expenses
  Company Expense Payment
 Company Termination Payment
 Competing Proposal
 Offeror Enhanced Expense Payment
 Offeror Expense Payment
  (i)
    
    this Agreement is terminated in the circumstances set out in
Section 6.1(i), (j) or (k), unless: (A) the termination is under Section 6.1(i)
or (j) and arises solely as a result of a Material Adverse Change in respect of
the




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Offeror which has occurred since the date hereof; (B) the Board of Directors
has determined in good faith (after receipt of advice from its legal and
financial advisors) that: (x) a Material Adverse Change in the Offeror has
occurred since the date hereof; and (y) the failure to change the Boards
recommendation, or refusal to reaffirm such recommendation, would be
inconsistent with its fiduciary duties; and (C) the Offeror has filed, or
the Ontario Securities Commission has determined that it should have filed,
a Material Change Report in accordance with applicable Securities Laws in
respect of such Material Adverse Change;(ii)
    
    this Agreement is terminated pursuant to Section 6.1(h) as a
result of the Company being in default of any of its covenants or obligations
contained in Section 5.2 of this Agreement; or(iii)
    
    (A) prior to the termination of this Agreement a Competing
Proposal is publicly announced or otherwise made; and (B) during the period
commencing on the date hereof and ending 12 months following the termination of
this Agreement (X) a Competing Proposal is consummated, or (Y) the Board of
Directors approves or recommends a Competing Proposal, or the Company enters
into a definitive agreement with respect to a Competing Proposal, and that
Competing Proposal is subsequently consummated at any time thereafter.




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5.4 Notification of Certain Matters
  5.5 Investigation




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Confidential Data
 5.6 Shareholder Claims
  5.7 Officers and Directors Insurance
 Equivalent Insurance




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5.8 Alternative Transaction
 Alternative Transaction
 ARTICLE 6
 TERMINATION, AMENDMENT AND WAIVER
 6.1 Termination
      Outside Date




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6.2 Amendment




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6.3 Waiver
  6.4 Effect of Termination
  ARTICLE 7
 GENERAL PROVISIONS
 7.1 Advisors
  7.2 Public Statements




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7.3 Notices
  The address for service for each of the parties hereto shall be as follows:(a)
    
    if to the Company:Falconbridge Limited
BCE Place
181 Bay Street
Suite 200
Toronto Ontario
M5J 2T3Attention: Derek Pannell
                 President & CEO
Fax:          (416) 982-7490




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with a copy to:Falconbridge Limited
BCE Place
181 Bay Street
Suite 200
Toronto Ontario
M5J 2T3Attention: Jeffery A. Snow
                 Senior Vice President & General Counsel
Fax:          (416) 982-7490and with a copy to:McCarthy Tetrault
Box 48
Suite 4700M
Toronto Dominion Bank Tower
Toronto Ontario
M5K 1E6Attention: Garth M. Girvan
Fax:          (416) 868-0673(b)
    
    if to the Offeror:Inco Limited
145 King Street West
Suite 1500
Toronto Ontario
M5H 4B7Attention: S. M. Hand
Fax:          (416) 361-7734with a copy to:Osler, Hoskin & Harcourt LLP
Box 50
1 First Canadian Place
Toronto Ontario
M5X 1B8




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Attention: Dale R. Ponder
Fax:          (416) 862-6666
 7.4 Interpretation
  7.5 Severability
  7.6 Entire Agreement, Assignment and Governing Law
   7.7 Counterparts




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7.8 Definitions
  (a)
    
    1933 Act means the Securities Act of 1933;(b)
    
    business day means a day, other than a Saturday or a Sunday, on which the
principal commercial banks located in Toronto, Ontario and New York, N.Y. are open for
business during normal banking hours;(c)
    
    Canadian GAAP means Canadian generally accepted accounting principles or
interpretations thereof;(d)
    
    Encumbrance includes any mortgage, pledge, assignment, charge, lien, claim,
security interest, adverse interest, other third person interest or encumbrance of any
kind, whether contingent or absolute, and any agreement, option, right or privilege
(whether by law, contract or otherwise) capable of becoming any of the foregoing;(e)
    
    Governmental Entity means:
 (i)
    
    any supranational body or organization (such as the European
Union and the EFTA Surveillance Authority), nation, government, state,
province, country, territory, municipality, quasi-government, administrative,
judicial or regulatory authority, agency, board, body, bureau, commission,
instrumentality, court or tribunal or any political subdivision thereof, or any
central bank (or similar monetary or regulatory authority) thereof, any taxing
authority, any ministry or department or agency of any of the foregoing;(ii)
    
    any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government; and(iii)
    
    any corporation or other entity owned or controlled, through
stock or capital ownership or otherwise, by any of such entities or other
bodies pursuant to the foregoing;
 (f)
    
    Laws means any applicable laws including, without limitation, supranational,
national, provincial, state, municipal and local civil, commercial, banking,
securities, tax, personal and real property, security, environmental, water, energy,
investment, property ownership, land use and zoning, sanitary, occupational health and
safety laws, treaties, statutes, ordinances, judgments, decrees, injunctions, writs,
certificates and orders, by-laws, rules, regulations, orders, decrees, ordinances,
protocols, codes, guidelines, policies, notices, directions and judgments or other requirements of any Governmental Entity;




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(g)
    
    Material Adverse Change, when used in connection with a party, means any
change, effect, event or occurrence with respect to the condition (financial or
otherwise), properties, assets, liabilities, obligations (whether absolute, accrued,
conditional or otherwise), businesses, operations or results of operations of that
party, its Subsidiaries or its material joint ventures that is, or could reasonably be
expected to be, material and adverse to that party, its Subsidiaries and its material
joint ventures taken as a whole, other than any change, effect, event or occurrence:
 (i)
    
    relating to the Canadian and United States economies, political
conditions or securities markets in general;(ii)
    
    affecting the mining industry in general;(iii)
    
    relating to a change in the market trading price of shares of
that party, either,
 (A)
    
    related to this Agreement and the Offer or the
announcement thereof, or(B)
    
    related to such a change in the market trading
price primarily resulting from a change, effect, event or occurrence
excluded from the definition of Material Adverse Change under clauses
(i), (ii), (iv) or (v) hereof;
 (iv)
    
    relating to any of the principal markets served by that partys
business generally or shortages or price changes with respect to raw materials,
metals or business generally or shortages or price changes with respect to raw
materials, metals or other products (including, but not limited to, nickel,
copper, cobalt, any platinum-group metals, sulfur, sulphuric acid, electricity,
zinc or aluminium) used or sold by that party; or(v)
    
    relating to any generally applicable change in applicable Laws
or regulations (other than orders, judgments or decrees against that party, or
any of its Subsidiaries or any of its material joint ventures) or in Canadian
GAAP;
 provided, however, that such change, effect, event or occurrence (other than in the
case of clause (iii) above) does not primarily relate only to (or have the effect of
primarily relating only to) the party, its Subsidiaries and its material joint
ventures, taken as a whole, or disproportionately adversely affect the party, its
Subsidiaries and its material joint ventures, taken as a whole, compared to other
companies of similar size operating in the industry in which the party, its
Subsidiaries and its material joint ventures operate;




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(h)
    
    "Material Adverse Effect when used in connection with a party, means any
effect that is, or could reasonably be expected to be, material and adverse to the
condition (financial or otherwise), properties, assets, liabilities, obligations
(whether absolute, accrued, conditional or otherwise), businesses, operations or
results of operations of that party, its Subsidiaries and its material joint ventures
taken as a whole, other than any effect:
 (i)
    
    relating to the Canadian and United States economies, political
conditions or securities markets in general;(ii)
    
    affecting the mining industry in general;(iii)
    
    relating to a change in the market trading price of shares of
that party, either:
 (A)
    
    related to this Agreement and the Offer or the
announcement thereof, or(B)
    
    related to such a change in the market trading
price primarily resulting from a change, effect, event or occurrence
excluded from the definition of Material Adverse Effect under clauses
(i), (ii), (iv) or (v) hereof;
 (iv)
    
    relating to any of the principal markets served by that partys
business generally or shortages or price changes with respect to raw materials,
metals or business generally or shortages or price changes with respect to raw
materials, metals or other products (including, but not limited to, nickel,
copper, cobalt, any platinum-group metals, sulfur, sulphuric acid, electricity,
zinc or aluminium) used or sold by that party; or(v)
    
    relating to any generally applicable change in applicable Laws
or regulations (other than orders, judgments or decrees against that party, any
of its Subsidiaries or any of its material joint ventures) or in Canadian GAAP;
 provided, however, that such effect (other than in the case of clause (iii) above)
does not primarily relate only to (or have the effect of primarily relating only to)
that party, its Subsidiaries and its material joint ventures, taken as a whole, or
disproportionately adversely affect that party, its Subsidiaries and its material
joint ventures, taken as a whole, compared to other companies of similar size
operating in the industry in which that party, its Subsidiaries and its material
joint ventures operate;(i)
    
    "material joint venture means a joint venture in which a party participates,
whether as a partner, shareholder, interest holder or otherwise, that is material to
that partys financial condition, operations or prospects;




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(j)
    
    party means a party to this Agreement unless the context otherwise requires;(k)
    
    SEC means the United States Securities and Exchange Commission; and(l)
    
    Tax and Taxes means, with respect to any Person, all supranational,
federal, state, local, provincial, branch or other taxes, including, but not limited
to, income, gross receipts, windfall profits, value added, severance, ad valorem,
property, capital, net worth, production, sales, use, licence, excise, franchise,
employment, environmental taxes, sales taxes, use taxes, value added taxes, transfer
taxes, withholding or similar taxes, payroll taxes, employment taxes, Canada or Quebec
Pension Plan premiums, severance taxes, social security premiums, workers compensation
premiums, employment insurance or compensation premiums, stamp taxes, occupation taxes,
premium taxes, mining taxes, alternative or add-on minimum taxes, goods and services
tax, customs duties or other taxes of any kind whatsoever imposed or charged by any
Governmental Entity, together with any interest, penalties, or additions with respect
thereto and any interest in respect of such additions or penalties.(m)
    
    U.S. GAAP means U.S. generally accepted accounting principles or
interpretations thereof.
 [SIGNATURE PAGE FOLLOWS]




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INCO LIMITEDBy:

Scott
M. HandName:
    Scott M. HandTitle:
    Chairman & Chief Executive OfficerBy:

Stuart
FeinerName:
    Stuart FeinerTitle:
    Executive Vice President &
General CounselFALCONBRIDGE LIMITEDBy:

Derek
PannellName:
    Derek PannellTitle:
    Chief Executive OfficerBy:

Aaron
RegentName:
    Aaron RegentTitle:
    President




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SCHEDULE A
 CONDITIONS OF THE OFFER
  (a)
    
    the Minimum Tender Condition;(b)
    
    (A)(i) the Canadian Commissioner shall have issued an advance ruling
certificate under Section 102 of the Canadian Competition Act in respect of the
purchase of the Common Shares by the Offeror, or (ii) the waiting period under Part IX
of the Canadian Competition Act shall have expired or have been waived in accordance
with the Canadian Competition Act and the Canadian Commissioner shall have advised the
Offeror in writing (which advice shall not have been rescinded or amended) to the
satisfaction of the Offeror acting reasonably that she has determined not to make an
application under Part VIII of the Canadian Competition Act in respect of the purchase
of the Common Shares by the Offeror; (B) the applicable waiting periods (and any
extension thereof) under the HSR Act shall have expired or been terminated; (C) the
applicable waiting periods instituted by the European Commission and/or the Member
States Agencies shall have expired or been terminated; and (D) the U.S./EC/Cdn.
Clearances and Other Clearances shall have been obtained;(c)
    
    without limiting the scope of the conditions in paragraph (b) above, all
government or regulatory approvals (including, without limitation, those of any stock
exchanges or other securities regulatory authorities) that in the Offerors reasonable
judgment are necessary or desirable to complete the Offer or any Contemplated
Transaction, including any necessary approvals of competition regulatory authorities in
other jurisdictions, shall have been obtained or concluded or, in the case of waiting
or suspensory periods, expired or been terminated, each on terms and conditions
satisfactory to the Offeror, acting reasonably;(d)
    
    this Agreement shall not have been terminated by the Company or by the Offeror
in accordance with its terms;(e)
    
    all necessary orders, authorizations or consents which the Offeror determines
acting reasonably are necessary or desirable under all applicable Securities Laws for
the offering and issuance of the Offeror Shares under the Offer shall have been
obtained and a registration statement relating to such Offeror Shares to be issued
pursuant to the Offer shall have become effective under the 1933 Act and no stop order
relating to such registration statement shall be in effect;(f)
    
    the Offeror shall have determined, acting reasonably, that: (i) no act, action,
suit or proceeding shall have been threatened in writing or taken before or by any
domestic or foreign court or tribunal or governmental agency or other regulatory




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- A2 - authority or administrative agency or commission or by any elected or appointed
public official or private person (including, without limitation, any individual,
corporation, firm, group or other entity) in Canada, the United States or elsewhere,
whether or not having the force of Law; and (ii) no Law, regulation or policy shall
have been proposed, enacted, promulgated or applied, in either case:
 (A)
    
    to cease trade, enjoin, prohibit or impose
material limitations or conditions on the purchase by or the sale to
the Offeror of the Common Shares, the right of the Offeror to own or
exercise full rights of ownership of the Common Shares, or the
consummation of any Contemplated Transaction;(B)
    
    which, if any Contemplated Transaction were
consummated, would reasonably be expected to have a Material Adverse
Effect with respect to the Company or the Offeror; or(C)
    
    which would materially and adversely affect the
ability of the Offeror to effect any Contemplated Transaction;
 (g)
    
    the Offeror shall have determined acting reasonably that there shall not exist
any prohibition at Law against the Offeror making the Offer or taking up and paying for
any Common Shares deposited under the Offer or completing any Contemplated Transaction;(h)
    
    the Offeror shall have determined acting reasonably there shall not exist or
have occurred (or, if there does exist or shall have occurred prior to the commencement
of the Offer, there shall not have been disclosed, generally or to the Offeror in
writing) any change (or any condition, event or development involving a prospective
change) in the business, operations (including results of operations), assets,
capitalization, properties, condition (financial or otherwise), prospects or
liabilities of the Company or any of its Subsidiaries which, when considered either
individually or in the aggregate, constitutes a Material Adverse Effect with respect to
the Company or, which, if any Contemplated Transaction were consummated, would be
reasonably expected to constitute a Material Adverse Effect with respect to the
Offeror;(i)
    
    the representations and warranties made by the Company in this Agreement
(including, for greater certainty, Schedule C hereto) shall be true and correct at and
as of the Expiry Time, as if made at and as of such time (except for those expressly
stated to speak at or as of an earlier time), without giving effect to, applying or
taking into consideration any materiality, Material Adverse Change or Material Adverse
Effect qualification already contained within such representation or warranty, except
for untrue or incorrect representations and warranties which, individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect on the
Company or materially and adversely affect the ability of the Offeror to effect any
Contemplated Transaction or, if any Contemplated Transaction were consummated,
reasonably be expected to have a Material Adverse Effect on the Offeror;




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- A3 - 
 (j)
    
    the Offeror shall not have become aware of any untrue statement of a material
fact, or an omission to state a material fact that is required to be stated or that is
necessary to make a statement not misleading in light of the circumstances in which it
was made and at the date it was made (after giving effect to all subsequent filings in
relation to all matters covered in earlier filings) in any document filed by or on
behalf of the Company with any securities regulatory authority in Canada or elsewhere
which the Offeror shall have determined in its reasonable judgment constitutes a
Material Adverse Effect with respect to the Company or which, if any Contemplated
Transaction were consummated, would be reasonably expected to constitute a Material
Adverse Effect with respect to the Offeror;(k)
    
    the Offeror shall have determined in its reasonable judgment that the Rights
Plan does not provide rights to the shareholders of the Company to purchase any
securities of the Company as a result of the Offer or a Contemplated Transaction, and
does not and will not adversely affect the Offer or the Offeror, either before or on
consummation of the Offer, or the acquisition by the Offeror of any Common Shares under
the Offer or any Compulsory Acquisition or Subsequent Acquisition Transaction. Without
limiting the generality of the foregoing, the Company shall have: (A) deferred the
separation time of the Rights; and (B) the Company has waived or suspended the
operation of or otherwise rendered the Rights Plan inoperative against any Contemplated
Transaction; and(l)
    
    the Offeror shall have determined in its reasonable judgment that there shall
not have occurred, developed or come into effect or existence any event, action, state,
condition or financial occurrence of national or international consequence, or any Law,
regulation, action, government regulation, inquiry or other occurrence of any nature
whatsoever, that materially adversely affects or involves, or could reasonably be
expected to materially adversely affect or involve, the financial, banking or capital
markets generally.




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SCHEDULE B
 REPRESENTATIONS AND WARRANTIES OF THE OFFEROR
  Common Shares
 Disclosed to the Company
 Disclosed Publicly
 Knowledge of the Offeror
 Offeror Disclosure Letter
  (a)
    
    Organization. The Offeror, each Subsidiary and each of its material
incorporated joint ventures has been duly incorporated or formed under all applicable
Laws of its jurisdiction of incorporation or formation, is validly existing and has all
necessary corporate or legal power, authority, and capacity to own its property and
assets and to carry on its business as currently owned and conducted. The Offerors
percentage of ownership of all Subsidiaries and all material joint ventures is as
Disclosed Publicly. All of the outstanding shares of the Offerors Subsidiaries which
are held directly or indirectly by the Offeror are validly issued, fully paid and
non-assessable and are owned directly or indirectly by the Offeror free and clear of
all Encumbrances of any kind or nature whatsoever held by third parties. Other than as
Disclosed to the Company or Disclosed Publicly: (i) there are no outstanding options,
rights, entitlements, understandings or commitments (contingent or otherwise) regarding
the right to acquire any such shares or other ownership interests in any of the
Offerors Subsidiaries; and (ii) all ownership interests of the Offeror and its
Subsidiaries in the Offerors material joint ventures are owned free and clear of all
Encumbrances of any kind or nature whatsoever held by third parties and there are no
outstanding options, rights, entitlements, understandings or commitments (contingent or
otherwise) regarding the right to




---



##### 



- B2 - acquire any ownership interests therein except
outstanding rights of first refusal and pre-emptive rights under existing agreements
governing the joint venture.(b)
    
    Capitalization. The authorized capital of the Offeror consists of an unlimited
number of Common Shares and 45,000,000 Preferred Shares issuable in series. As at
October 6, 2005 there were issued and outstanding: (i) 189,494,165 Common Shares; and
(ii) no Preferred Shares. As at the date of this Agreement there were options to
acquire an aggregate of 3,335,261 Common Shares outstanding under the Offerors stock
option plans (the Options). In addition, the Offeror has issued: (i) zero-coupon
convertible notes representing an aggregate amount payable at maturity of U.S. $438
million, which are due and payable March 29, 2021; (ii) U.S. $273 million amount
payable at maturity of convertible debentures due March 14, 2023; and (iii) U.S. $227
million aggregate principal amount of subordinated convertible debentures
(collectively, the Convertible Debentures). The Offeror has also issued warrants for
the purchase of Common Shares at an exercise price of Cdn. $30, expiring August 21,
2006, of which 11,017,810 warrants remain outstanding as of October 6, 2005 (the
Warrants). Except for the Options, Convertible Debentures and the Warrants, as of
the date of this Agreement there are no options, warrants, conversion privileges or
other rights, agreements, arrangements or commitments (pre-emptive, contingent or
otherwise) obligating the Offeror or any Subsidiary to issue or sell any shares of the
Offeror or securities or obligations of any kind convertible into or exchangeable for
any shares of the Offeror. All outstanding Common Shares and the Common Shares to be
issued on conversion of the Convertible Debentures, and on exercise of the Options and
the Warrants, have been duly authorized. The outstanding Common Shares are, and the
Common Shares to be issued on conversion of the Convertible Debentures and on exercise
of the Options and the Warrants, will be when issued, validly issued and outstanding as
fully paid and non-assessable shares, free of pre-emptive rights. There are no
outstanding bonds, debentures or other evidences of indebtedness of the Offeror having
the right to vote (or, other than the Convertible Debentures, that are convertible for
or exercisable into securities having the right to vote) with the holders of the
outstanding Common Shares on any matter.(c)
    
    Authority and No Violation.The Offeror has the necessary corporate power,
authority and capacity to enter into this Agreement and to perform its obligations
hereunder. The execution and delivery of this Agreement by the Offeror and the
consummation by the Offeror of the Offer has been duly authorized by its Board of
Directors and no other corporate proceedings on its part are necessary to authorize
this Agreement or the Offer. This Agreement has been duly executed and delivered by
the Offeror and constitutes a legal, valid and binding obligation of the Offeror,
enforceable against it in accordance with its terms, subject to bankruptcy, insolvency
and other applicable Laws affecting creditors rights generally, and to general
principles of equity.




---



##### 



- B3 - The authorization of this Agreement, the execution and delivery by the Offeror of
this Agreement and the performance by it of its obligations under this Agreement,
and the consummation of the Offer, any Compulsory Acquisition or any subsequent
amalgamation of the Offeror and the Company, will not:
 (i)
    
    result (with or without notice or the passage of time) in a
violation or breach of, or constitute a default under, require any consent to
be obtained under or give rise to any third party right of termination,
cancellation, acceleration, penalty or payment obligation or right of purchase
or sale under, any provision of:
 (A)
    
    its or any Subsidiarys certificate of
incorporation, articles, by-laws or other charter documents or any
agreement with a shareholder or the agreements covering any of its
material joint ventures;(B)
    
    any applicable Laws (subject to obtaining the
regulatory approvals Disclosed to the Company), except to the extent
that the violation or breach of, or failure to obtain any consent
under, any applicable Laws, would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect
with respect to the Offeror; or(C)
    
    any note, bond, mortgage, indenture, contract,
licence, permit, government grant to which the Offeror, any Subsidiary
or any of its material joint ventures is party or by which it is bound,
except as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect with respect to the Offeror;
 (ii)
    
    give rise to any right of termination, amendment, acceleration
or cancellation of indebtedness of the Offeror, any Subsidiary or any of its
material joint ventures, or cause any such indebtedness to come due before its
stated maturity, or cause any available credit of the Offeror, any Subsidiary
or any of its material joint ventures to cease to be available; and(iii)
    
    result in the imposition of any encumbrance, charge or lien
upon any assets of the Offeror, any Subsidiary or any of its material joint
ventures, except as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect with respect to the Offeror.
 No consent, approval, order or authorization of, or declaration or filing with, any
governmental authority is required to be obtained by the Offeror, its Subsidiaries,
or its material joint ventures in connection with the execution and delivery of this
Agreement other than those which are contemplated by this Agreement or Disclosed to
the Company.




---



##### 



- B4 - (d)
    
    Financial Statements.Offeror Financial Statements shall mean: (i) the
audited consolidated financial statements of the Offeror (including any related notes
thereto) for the fiscal years ended December 31, 2003 and December 31, 2004; and (ii)
the unaudited consolidated financial statements of the Offeror for each of the quarters
ended March 31, 2005 and June 30, 2005. The Offeror
Financial Statements have been prepared in accordance with Canadian GAAP and all
applicable Laws and have been reconciled to U.S. GAAP in accordance with all
applicable SEC requirements. Such Offeror Financial Statements present fairly, in
all material respects, the consolidated financial position and results of operations
of the Offeror as of the respective dates thereof and for the respective periods
covered thereby applied on a basis consistent with the immediately prior period and
throughout the periods indicated (except as may be indicated expressly in the notes
thereto) and, in the case of unaudited statements, subject to normal, recurring
year-end adjustments that are not material. Such Offeror Financial Statements
reflect appropriate and adequate reserves in respect of contingent liabilities, if
any, of the Offeror and its Subsidiaries on a consolidated basis.(e)
    
    Liabilities.Except as Disclosed Publicly, or for liabilities and obligations
incurred in the ordinary course of business consistent with past practice since
December 31, 2004, none of the Offeror nor any of its Subsidiaries or material joint
ventures has any liabilities or obligations of any nature (whether accrued, absolute,
contingent or otherwise) except for those that would not, in the aggregate, reasonably
be expected to have a Material Adverse Effect with respect to the Offeror.(f)
    
    Absence of Certain Changes or Events.Except as Disclosed Publicly, since
December 31, 2004: (i) and prior to the date hereof, each of the Offeror, its
Subsidiaries and each of the Offerors material joint ventures has conducted its
business only in the ordinary course of business consistent with past practice; and
(ii) there have not occurred any circumstances or events which would, individually or
in the aggregate, reasonably be expected to give rise to a Material Adverse Change with
respect to the Offeror, or have a Material Adverse Effect with respect to the Offeror.(g)
    
    Books and Records.The financial books, records and accounts of the Offeror,
each of its Subsidiaries and each of its material joint ventures, in all material
respects: (i) have been maintained in accordance with accounting principles generally
accepted in the country of domicile of each such entity on a basis consistent with
prior years; (ii) are stated in reasonable detail and accurately and fairly reflect the
material transactions and dispositions of the assets of the Offeror, its Subsidiaries
and each of its material joint ventures; and (iii) accurately and fairly reflect the
basis for the Offeror Financial Statements.(h)
    
    Non-Competition Agreements.Neither the Offeror nor any Subsidiary, nor any of
its material joint ventures, is a party to or bound by any non-competition




---



##### 



- B5 - agreement or
any other agreement or obligation which purports to limit the manner or the localities
in which all or any material portion of the business of the Offeror, its Subsidiaries
or its material joint ventures is or would be conducted other than such contracts which
individually or in the aggregate would not have a Material Adverse Effect with respect
to the Offeror or would not materially impair the ability of the Offeror to perform its
obligations hereunder or reasonably
be expected to prevent or materially delay the consummation of the Offer, any
Compulsory Acquisition or any subsequent amalgamation of the Offeror and the
Company.(i)
    
    No Defaults.Neither the Offeror nor any of its Subsidiaries, nor any of its
material joint ventures, nor, to the Knowledge of the Offeror, any other party thereto,
is in default under, and there exists no event, condition or occurrence which, after
notice or lapse of time or both, would constitute such a default under: (A) any note,
bond, mortgage, indenture or other instrument evidencing any indebtedness to which the
Offeror, any Subsidiary or any material joint venture is a party; or (B) any contract,
agreement, lease, licence, permit, franchise or other instrument or obligation other
than any evidencing indebtedness for borrowed money the breach of any of which referred
to in this subparagraph, individually or in the aggregate, would reasonably be expected
to have a Material Adverse Effect with respect to the Offeror.(j)
    
    Litigation.(i) There is no claim, action, proceeding or investigation that
has been commenced or, to the Knowledge of the Offeror, threatened against the Offeror
or any Subsidiary or material joint venture of the Offeror before any governmental
authority which, if determined adversely to the Offeror or the Subsidiary or material
joint venture of the Offeror, as the case may be, would, individually or in the
aggregate, reasonably be expected to result in liability to the Offeror or such
Subsidiary or material joint venture of the Offeror in excess of Cdn. $100 million or
have a Material Adverse Effect with respect to the Offeror; (ii) neither the Offeror
nor any of its Subsidiaries or material joint ventures, nor any of their respective
assets and properties, is subject to any outstanding judgment, order, writ, injunction
or decree that involves or may involve, or requires or may require an expenditure of a
material amount of money as a condition to, or a necessity for, the right or ability of
the Offeror or any of its Subsidiaries or material joint ventures to conduct its
business in a manner in which it currently conducts such business which would,
individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect with respect to the Offeror; (iii) neither the Offeror nor any of its
Subsidiaries nor any material joint ventures is subject to any warranty, negligence,
performance or other claims or disputes or potential claims or disputes in respect of
products or services currently being delivered or previously delivered, and to the
Knowledge of the Offeror there are no events or circumstances which would reasonably be
expected to give rise to any such claims or disputes or potential claims or disputes,
in each case which, individually




---



##### 



- B6 - or in the aggregate, could reasonably be expected to
have a Material Adverse Effect with respect to the Offeror.(k)
    
    Intellectual Property.
 (i)
    
    The Offeror, its Subsidiaries and its material joint ventures
own, or are validly licensed or otherwise have the right to use, all patents,
patent rights, trademarks, trade names, service marks, copyrights, know how and
other proprietary intellectual property rights that are used in their
respective businesses;(ii)
    
    the use by the Offeror, any Subsidiaries and its material joint
ventures of its registered trademarks, service marks, copyrights, industrial
designs, patents, design patents and all applications therefor (Applicable
IP) does not infringe upon or breach the industrial or intellectual property
rights of any other Person; and(iii)
    
    neither the Offeror nor its Subsidiaries nor any of its
material joint ventures have commenced legal proceedings against any Person
relating to an infringement by such Person of any Applicable IP;
 except in each case to the extent that could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect in respect of the Offeror.(l)
    
    Employment Matters. Except as Disclosed Publicly or Disclosed to the Company,
neither the Offeror nor any Subsidiary or material joint venture of the Offeror:
 (i)
    
    is a party to any collective bargaining agreement nor subject
to any application for certification or threatened or apparent union-organizing
campaigns for employees not covered under a collective bargaining agreement nor
are there any current, pending or threatened strikes or lockouts at the Offeror
or any Subsidiary or material joint venture of the Offeror that, in each case,
would individually or in the aggregate have a Material Adverse Effect with
respect to the Offeror; and(ii)
    
    is subject to any claim for wrongful dismissal, constructive
dismissal or any other tort claim, actual or threatened, or any litigation,
actual or threatened, relating to its employees or independent contractors
(including any termination of such persons) other than those claims or such
litigation as would individually or in the aggregate not have a Material
Adverse Effect with respect to the Offeror.
 The Offeror, its Subsidiaries and its material joint ventures have operated in
accordance with all applicable Laws with respect to employment and labour,
including, but not limited to, employment and labour standards, occupational




---



##### 



- B7 - health
and safety, employment equity, pay equity, workers compensation, human rights and
labour relations and there are no current, pending or threatened proceedings before
any board or tribunal with respect to any of the areas listed herein other than
where the failure to so operate, or for such proceedings which individually or in
the aggregate, would not have a Material Adverse Effect with respect to the Offeror.(m)
    
    Collective Agreements.To the Knowledge of the Offeror, there are no
threatened or apparent union organizing activities involving employees of the Offeror,
its
Subsidiaries or any of its material joint ventures not already covered by the
collective agreements to which the Offeror is a party (the Collective Agreements)
that would have a Material Adverse Effect with respect to the Offeror. Neither the
Offeror nor any of its Subsidiaries, nor any of its material joint ventures, is in
material violation of any provision under any Collective Agreement. There is no
strike or lock out occurring or, to the Knowledge of the Offeror, threatened
affecting the Offeror, any of its Subsidiaries or any of its material joint ventures
that would have a Material Adverse Effect with respect to the Offeror, except as
Disclosed Publicly.(n)
    
    OHSA Matters. The Offeror, each of its Subsidiaries and each of its material
joint ventures is in compliance with the requirements of all applicable Laws covering
occupational health and/or safety, including, to the extent applicable, the
Occupational Health and Safety Act(Ontario),as amended, and the regulations
promulgated thereunder, except for any non-compliance which would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect with
respect to the Offeror.(o)
    
    Pension and Employee Benefits.Except as Disclosed Publicly:
 (i)
    
    The Offeror has complied, in all material respects, with all
the terms of all agreements and all applicable Laws in respect of the pension
and other employee compensation and benefit obligations of the Offeror, its
Subsidiaries and its material joint ventures, including the terms of any
collective agreements, funding and investment contracts or obligations
applicable thereto, arising under or relating to each of the pension or
retirement income plans or other employee compensation or benefit plans,
agreements, policies, programs, arrangements or practices, whether written or
oral, which are maintained by or binding upon the Offeror, any of its
Subsidiaries or any of its material joint ventures (collectively referred to as
Applicable Plans), and all Applicable Plans are fully funded and in good
standing in all material respects with such regulatory authorities as may be
applicable.(ii)
    
    No step has been taken, no event has occurred and no condition
or circumstance exists that has resulted in or could reasonably be expected to
result in any Applicable Plan being ordered or required to be terminated or




---



##### 



- B8 - wound up in whole or in part or having its registration under applicable
legislation refused or revoked, or being placed under the administration of any
trustee or receiver or regulatory authority or being required to pay any
material taxes, fees, penalties or levies under applicable Laws. There are no
actions, suits, claims (other than routine claims for payment of benefits in
the ordinary course), trials, demands, investigations, arbitrations or other
proceedings which are pending or threatened in respect of any of the Applicable
Plans or their assets which individually or in the aggregate would have a
Material Adverse Effect with respect to the Offeror.(iii)
    
    No event has occurred or condition exists with respect to any
of the Applicable Plans or relating to any employee of the Offeror, a
Subsidiary or a material joint venture of the Offeror which, individually or in
the aggregate, is reasonably likely to result in a material liability to the
Offeror, the Subsidiary or the material joint venture, as applicable.
 (p)
    
    Tax Matters.
 (i)
    
    All material reports, information statements and returns
(Returns) relating to, or required to be filed in connection with, any Taxes
(as defined below) required to be filed by or on behalf of the Offeror or any
Subsidiary or material joint venture of the Offeror on or before the date of
this Agreement have been duly filed on a timely basis and such Returns are
true, complete and correct in all material respects.(ii)
    
    Each of the Offeror and its Subsidiaries and material joint
ventures has duly and timely paid all Taxes (except to the extent immaterial
individually or in the aggregate), including all instalments on account of
Taxes for the current year, that are due and payable by it on or before the
date of this Agreement, whether or not assessed and whether or not shown on any
Return. Adequate provision has been made on the consolidated financial
statements of the Offeror for amounts at least equal to the amount of all Taxes
assessed and all Taxes owing by any of the Offeror, its Subsidiaries or any
material joint venture of the Offeror that are not yet due and payable and that
relate to periods ending on or prior to the date of this Agreement, including
income taxes and related deferred taxes, in conformity with Canadian GAAP and
all other applicable accounting rules and principles.(iii)
    
    Except as Disclosed to the Company, no deficiencies exist or
have been asserted with respect to Taxes of the Offeror or any Subsidiary or
material joint venture of the Offeror, neither the Offeror nor any Subsidiary
or material joint venture of the Offeror is a party to any action or proceeding
for assessment or collection of Taxes, nor has such event been asserted or
threatened against the Offeror or any Subsidiary or material joint venture of
the Offeror, or any of their respective assets, except where such




---



##### 



- B9 - deficiencies,
actions or proceedings are not material to the Offeror, such Subsidiary or such
material joint venture.
 (q)
    
    Compliance with Laws.The Offeror, its Subsidiaries and its material joint
ventures have complied with and are not in violation of any applicable Laws, other than
non-compliance or violations which would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect with respect to the Offeror,
or which would not materially impair the ability of the Offeror to perform its
obligations hereunder or reasonably be expected to prevent or materially delay the
consummation of the Offer, any Compulsory Acquisition or any subsequent amalgamation of
the Offeror and the Company.(r)
    
    Licences, Etc.The Offeror, each Subsidiary and each material joint venture
owns, possesses, or has obtained and is in compliance with, all licences, permits,
certificates, orders, grants and other authorizations of or from any governmental
authority necessary to conduct its businesses substantially as now conducted or as
proposed to be conducted except for where failure to do so would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect with respect
to the Offeror, or would not reasonably be expected to materially impair the ability of
the Offeror to perform its obligations hereunder or prevent or materially delay the
consummation of any of the Contemplated Transactions.(s)
    
    Insurance.Policies of insurance in force as of the date hereof naming the
Offeror as an insured adequately cover all risks reasonably and prudently foreseeable
in the operation and conduct of the business of the Offeror, its Subsidiaries and
material joint ventures for which, having regard to the nature of such risk and the
relative cost of obtaining insurance, it is in the opinion of the Offeror reasonable to
seek such insurance rather than provide for self insurance. All such policies of
insurance shall remain in force and effect (subject to taking into account insurance
market conditions and offerings and industry practices) and shall not be cancelled or
otherwise terminated as a result of any of the Contemplated Transactions other than
such cancellations as would not individually or in the aggregate have a Material
Adverse Effect with respect to the Offeror or such cancellations as have been Disclosed
to the Company.(t)
    
    Environmental. All operations of the Offeror, its Subsidiaries and its
material joint ventures have been and are now in compliance with all applicable Laws,
including applicable common laws, relating to the protection of the environment and
employee and public health and safety (Environmental Laws), except where the failure
to be in compliance would not, individually or in the aggregate, have a Material
Adverse Effect with respect to the Offeror. Except as Disclosed Publicly, or except
for those with respect to which adequate provision in accordance with Canadian GAAP has
been made on the Offerors financial




---



##### 



- B10 - statements, neither the Offeror nor any of its
Subsidiaries or material joint ventures is subject to:
 (i)
    
    any proceeding, application, order or directive which relates
to environmental, health or safety matters, and which may require any material
work, repairs, construction or expenditures; or(ii)
    
    any demand or notice with respect to any Environmental Laws
applicable to the Offeror, any Subsidiary or any material joint venture
including, without limitation, any regulations respecting the use, storage,
treatment, transportation or disposition of any pollutant, contaminant, waste
of any nature, hazardous substance, hazardous material, toxic substance,
dangerous substance or dangerous good as defined, judicially interpreted or
identified in any Environmental Law;
 which, in each case, individually or in the aggregate would have a Material Adverse
Effect with respect to the Offeror.(u)
    
    Property and Title.Applying customary standards in the Canadian mining
industry, each of the Offeror, its Subsidiaries and its material joint ventures has
sufficient title, clear of any title defect or Encumbrance (other than as Disclosed
Publicly) to its operating properties and properties with estimated proven and probable
mineral reserves and/or estimated mineral resources (other than property to which it is
lessee, in which case it has a valid leasehold interest) and has good and sufficient
title to the real property interests including, without limitation, fee simple estate
of and in real property, leases, easements, rights of way, permits or licences from
landowners or authorities permitting the use of land by the Offeror, its Subsidiaries
and its material joint ventures necessary to permit the operation of their respective
businesses as presently owned and conducted. The Offeror, its Subsidiaries and its
material joint ventures hold all mineral rights required to continue their respective
business and operations as currently conducted and as proposed to be conducted as
Disclosed Publicly, except to the extent that a failure to do so would not constitute a
Material Adverse Effect with respect to the Offeror. All mineral rights held by the
Offeror, its Subsidiaries and its material joint ventures are free and clear of all
Encumbrances and royalty burdens (other than as Disclosed Publicly), and none of such
mineral rights are subject to reduction by reference to mine payout or otherwise except
for those created in the ordinary course of business and which would not have a
Material Adverse Effect with respect to the Offeror, except for such failures of title
that would, individually or in the aggregate, not have a Material Adverse Effect with
respect to the Offeror.(v)
    
    Mineral Reserves and Resources.The estimated proven and probable mineral
reserves and estimated indicated, measured and inferred mineral resources Disclosed
Publicly by the Offeror as of year-end 2004 have been prepared and disclosed in all
material respects in accordance with accepted engineering




---



##### 



- B11 - practices and all applicable
Laws. There has been no material reduction in the aggregate amount of estimated
mineral reserves, estimated mineral resources or mineralized material of the Offeror,
its Subsidiaries and its material joint ventures, taken as a whole, from the amounts
Disclosed Publicly by the Offeror as of December 31, 2004.(w)
    
    Operational Matters.Except as would not, individually or in the aggregate, be reasonably expected to
have a Material Adverse Effect with respect to the Offeror:
 (i)
    
    all rentals, royalties, overriding royalty interests,
production payments, net profits, interest burdens and other payments due or
payable on or prior to the date hereof under or with respect to the direct or
indirect assets of the Offeror, its Subsidiaries and its material joint
ventures have been properly and timely paid;(ii)
    
    all rentals, payments, and obligations due and payable or
performable on or prior to the date hereof under or on account of any of the
direct or indirect assets of the Offeror, its Subsidiaries and its material
joint ventures have been duly paid, performed, or provided for prior to the
date hereof;(iii)
    
    all: (i) mines where the Offeror or a Subsidiary of the
Offeror is operator at the relevant time have been developed in accordance with
mining practices and in compliance with all applicable Laws; and (ii) mines
located in or on the lands of the Offeror, any Subsidiary or material joint
venture, or lands pooled or unitized therewith, which have been abandoned by
the Offeror or any Subsidiary or material joint venture of the Offeror, have
been abandoned in accordance with good mining practices and in compliance with
all applicable Laws; and (iii) all future abandonment, remediation and
reclamation obligations have been accurately Disclosed Publicly by the Offeror
without omission of information necessary to make the disclosure not
misleading; and(iv)
    
    all costs, expenses, and liabilities payable on or prior to the
date hereof under the terms of any contracts and agreements to which the
Offeror or any of its Subsidiaries or material joint ventures is directly or
indirectly bound have been properly and timely paid, except for such expenses
that are being currently paid prior to delinquency in the ordinary course of
business.
 (x)
    
    Non-Arms Length Transactions. Except as Disclosed to the Company, there are
no contracts or other transactions between the Offeror or any of its Subsidiaries or
material joint ventures, on the one hand, and any (i) officer or director of the
Offeror or any of its Subsidiaries or material joint ventures, (ii) any holder of




---



##### 



- B12 - record or beneficial owner of 5% or more of any class of the voting or non-voting
equity securities of the Offeror, or (iii) any Affiliate or Associate of any such
officer, director or beneficial owner, on the other hand.(y)
    
    Reports.The Offeror has filed with all applicable securities regulatory
authorities, stock exchanges and all applicable self-regulatory organizations true and
complete copies of all forms, reports, schedules, statements and other documents
required to be filed by it since January 1, 2003, and all such documents complied in
all material respects with the requirements of applicable Securities Laws. Without
limiting the generality of the foregoing, the Offeror has filed with the Ontario
Securities Commission and the applicable securities regulatory authorities of the other
provinces and territories of Canada, by posting upon the SEDAR system, true and
complete copies of all forms, reports, schedules, statements and other documents
required in accordance with applicable Securities Laws to be filed by it in the last
three years. (Such forms, reports, schedules, statements and other documents,
including any financial statements or other documents, including any schedules included
therein, are referred to as the Offeror SEDAR
Documents.) The Offeror has also filed with the SEC all forms, reports, schedules,
statements and other documents required to be so filed by it in the last three years
in accordance with applicable Securities Laws in the United States (the Offeror SEC
Documents). The Offeror SEDAR Documents and the Offeror SEC Documents at the time
filed: (i) did not contain any misrepresentation of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; and (ii) complied in all material respects with the requirements of
applicable Securities Laws. The Offeror has not filed any confidential material
change report with the Ontario Securities Commission or any other securities
authority or regulator or any stock exchange or other self-regulatory authority
which at the date hereof remains confidential.(z)
    
    Disclosure Controls and Procedures.The Offeror has devised and maintained a
system of disclosure controls and procedures designed to ensure that information
required to be disclosed by the Offeror under applicable Securities Laws is recorded,
processed, summarized and reported within the time periods specified in applicable
Securities Laws. Such disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be disclosed by
the Offeror in the reports and other filings under applicable Securities Laws is
accumulated and communicated to the Offerors management, including its principal
executive and principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure.(aa)
    
    Internal Control Over Financial Reporting.The Offeror maintains internal
control over financial reporting. Such internal control over financial reporting is




---



##### 



- B13 - effective in providing reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with Canadian GAAP and includes policies and procedures that: (i) pertain to
the maintenance of records that in reasonable detail accurately and fairly reflect the
transactions and dispositions of the assets of the Offeror and its Subsidiaries; (ii)
provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with Canadian GAAP, and that receipts
and expenditures of the Offeror and its Subsidiaries are being made only in accordance
with authorizations of management and directors of the Offeror and its Subsidiaries;
and (iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Offerors and its Subsidiaries
assets that could have a material effect on its financial statements. To the Knowledge
of the Offeror, prior to the date of this Agreement: (A) there are no significant
deficiencies in the design or operation of, or material weaknesses in, the Offerors
internal controls over financial reporting that are reasonably likely to adversely
affect the Offerors ability to record, process, summarize and report financial
information, and (B) there is no fraud, whether or not material, that involves
management or other employees who have a significant role in the Offerors internal
control over financial reporting. Since December 31, 2004 and prior to the date of
this Agreement, the Offeror has received no (x) material complaints from any source
regarding accounting, internal accounting controls or auditing matters or (y)
expressions of concern from employees of the Offeror regarding questionable
accounting or auditing matters.(bb)
    
    Up-the-Ladder Reporting. No attorney representing the Offeror or any of its
Subsidiaries, whether or not employed by the Offeror or any of its Subsidiaries, has
reported evidence of a violation of any Securities Laws, breach of fiduciary duty or
similar violation by the Offeror or any of its Subsidiaries or their respective
officers, directors, employees or agents to the Offerors chief legal officer, audit
committee (or other committee designated for the purpose) of the board of directors or
the board of directors.(cc)
    
    Stock Exchange Compliance.The Offeror is in compliance in all material
respects with the applicable listing and corporate governance rules and regulations of
the NYSE and the TSX.(dd)
    
    No Prohibited Personal Loans.Neither the Offeror nor any of its Subsidiaries
has made, arranged or modified (in any material way) any extension of credit, in the
form of a personal loan or otherwise, to any executive officer or director of the
Offeror or any of its Subsidiaries that would be prohibited by Section 402 of the U.S.
Sarbanes-Oxley Act of 2002.(ee)
    
    Fees.The Offeror has Disclosed to the Company all agreements that could give
rise to any claim for an advisory fee, success fee, brokerage commission, finders




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##### 



- B14 - fee
or other like payment against the Offeror or any of its Subsidiaries in connection with
the Offer.(ff)
    
    Cumulative Breach. The breaches, if any, of the representations made by the
Offeror in this Agreement that would occur if all references in such representations to
phrases concerning materiality were deleted, are not breaches that in the aggregate
represent circumstances which have or would reasonably be expected to have a Material
Adverse Effect with respect to the Offeror.(gg)
    
    Financing Arrangements. The Offeror has made adequate arrangements to ensure
that the required funds are available to effect payment in full of the cash component
of the purchase price payable for all of the Common Shares acquired pursuant to the
Offer.




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##### 



SCHEDULE C
 REPRESENTATIONS AND WARRANTIES OF THE COMPANY
  Company Disclosure Letter
 Disclosed to the Offeror
 Disclosed Publicly
 Knowledge of the Company
  (a)
    
    Organization. The Company, each Subsidiary and each of its material
incorporated joint ventures has been duly incorporated or formed under all applicable
Laws of its jurisdiction of incorporation or formation, is validly existing and has all
necessary corporate or legal power, authority, and capacity to own its property and
assets and to carry on its business as currently owned and conducted. The Companys
percentage of ownership of all Subsidiaries and all material joint ventures is as
Disclosed Publicly. All of the outstanding shares of the Companys Subsidiaries which
are held directly or indirectly by the Company are validly issued, fully paid and
non-assessable and are owned directly or indirectly by the Company free and clear of
all Encumbrances of any kind or nature whatsoever held by third parties. Other than as
Disclosed to the Offeror or Disclosed Publicly: (i) there are no outstanding options,
rights, entitlements, understandings or commitments (contingent or otherwise) regarding
the right to acquire any such shares or other ownership interests in any of the
Companys Subsidiaries; and (ii) all ownership interests of the Company and its
Subsidiaries in the Companys material joint ventures are owned free and clear of all
Encumbrances of any kind or nature whatsoever held by third parties and there are no
outstanding options, rights, entitlements, understandings or commitments (contingent or
otherwise) regarding the right to acquire any ownership interests therein except
outstanding rights of first refusal and pre-emptive rights under existing agreements
governing the joint venture.




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##### 



- C2 - (b)
    
    Capitalization. The authorized capital of the Company consists of an unlimited
number of Common Shares, an unlimited number of Preferred Shares issuable in series, an
unlimited number of Junior Preference Shares issuable in series and an
unlimited number of Participating Shares issuable in series. As at the date of this
Agreement there were issued and outstanding: (i) 369,224,340 Common Shares; (ii)
3,246,057 Preferred Shares, Series F; (iii) 8,753,943 Preferred Shares, Series G;
(iv) 6,000,000 Preferred Shares, Series H; (v) 89,835 Preferred Shares, Series 1;
(vi) 4,787,283 Preferred Shares, Series 2; (vii) 3,122,822 Preferred Shares, Series
3; (viii) 11,999,899 Junior Preference Shares, Series 1; (ix) 11,999,899 Junior
Preference Shares, Series 2; and (x) 5,999,903 Junior Preference Shares, Series 3
(collectively, the Company Equity Securities). As at the date of this Agreement
there were options to acquire an aggregate of 8,350,869 Common Shares outstanding
under the Companys stock option plans (the Options), of which 3,315,780 were
vested and 5,035,089 were unvested, all having exercise prices and other terms as
Disclosed to the Offeror. Of the unvested Options, not more than 3,171,754 are
subject to agreements providing for the acceleration of vesting upon a change of
control. In addition, the Company has issued Cdn. $150,000,000 aggregate principal
amount of convertible debentures due April 30, 2007 (the Convertible Debentures).
Except for the Options and the Convertible Debentures, and the Preferred Shares,
Series H, there are no options, warrants, conversion privileges or other rights,
agreements, arrangements or commitments (pre-emptive, contingent or otherwise)
obligating the Company or any Subsidiary to issue or sell any shares of the Company
or securities or obligations of any kind convertible into or exchangeable for any
shares of the Company. All outstanding Company Equity Securities and the Common
Shares to be issued on conversion of the Convertible Debentures and Preferred
Shares, Series H, and on exercise of the Options have been duly authorized. The
outstanding Company Equity Securities are, and the Common Shares to be issued on
conversion of the Convertible Debentures and on exercise of the Options, will be
when issued, validly issued and outstanding as fully paid and non-assessable shares,
free of pre-emptive rights. There are no outstanding bonds, debentures or other
evidences of indebtedness of the Company having the right to vote (or, other than
the Convertible Debentures, that are convertible for or exercisable into securities
having the right to vote) with the holders of the outstanding Company Equity
Securities on any matter. Neither the Company nor any of its Subsidiaries has any
obligation to repurchase, redeem (except on the exercise of retraction rights in the
discretion of the holder in accordance with the terms of outstanding securities) or
otherwise acquire any of its outstanding securities or with respect to the voting or
disposition of any outstanding securities of any of its Subsidiaries or material
joint ventures. No holder of securities issued by the Company or any Subsidiary has
any right to compel the Company to register or otherwise qualify securities for
public sale in Canada or the United States or elsewhere.(c)
    
    Authority and No Violation.The Company has the necessary corporate power,
authority and capacity to enter into this Agreement and to perform its obligations




---



##### 



- C3 - 
 hereunder. The execution and delivery of this Agreement by the Company and the
consummation by the Company of the Offer have been duly authorized by its Board of
Directors and no other corporate proceedings on its part are necessary to authorize
this Agreement or the Offer, other than, with respect to the Directors
Circular and other matters relating solely thereto, the approval of the Board of
Directors. This Agreement has been duly executed and delivered by the Company and
constitutes a legal, valid and binding obligation of the Company, enforceable
against it in accordance with its terms, subject to bankruptcy, insolvency and other
applicable Laws affecting creditors rights generally, and to general principles of
equity.The authorization of this Agreement, the execution and delivery by the Company of
this Agreement and the performance by it of its obligations under this Agreement,
and the consummation of the Offer, any Compulsory Acquisition or any subsequent
Amalgamation of the Offeror and the Company, will not:
 (i)
    
    result (with or without notice or the passage of time) in a
violation or breach of, or constitute a default under, require any consent to
be obtained under or give rise to any third party right of termination,
cancellation, acceleration, penalty or payment obligation or right of purchase
or sale under, any provision of:
 (A)
    
    its or any Subsidiarys certificate of
incorporation, articles, by-laws or other charter documents or any
agreement with a shareholder or the agreements covering any of its
material joint ventures;(B)
    
    any applicable Laws (subject to obtaining the
regulatory approvals Disclosed to the Offeror), except to the extent
that the violation or breach of, or failure to obtain any consent
under, any applicable Laws, would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect
with respect to the Company or, if any Contemplated Transaction were
consummated, reasonably be expected to have a Material Adverse Effect
with respect to the Offeror; or(C)
    
    any note, bond, mortgage, indenture, contract,
licence, permit, government grant to which the Company, any Subsidiary
or any of its material joint ventures is party or by which it is bound,
except as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect with respect to the Company
or, if any Contemplated Transaction were consummated, reasonably be
expected to have a Material Adverse Effect with respect to the Offeror;
 (ii)
    
    give rise to any right of termination, amendment, acceleration
or cancellation of indebtedness of the Company, any Subsidiary or any of its




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##### 



- C4 - material joint ventures, or cause any such indebtedness to come due before its
stated maturity, or cause any available credit of the Company, any Subsidiary
or any of its material joint ventures to cease to be available; and(iii)
    
    result in the imposition of any encumbrance, charge or lien
upon any assets of the Company, any Subsidiary or any of its material joint
ventures, except as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect with respect to the Company.
 No consent, approval, order or authorization of, or declaration or filing with, any
governmental authority is required to be obtained by the Company, its Subsidiaries
or its material joint ventures in connection with the execution and delivery of this
Agreement other than those which are contemplated by this Agreement or Disclosed to
the Offeror.(d)
    
    Financial Statements.Predecessor Financial Statements shall mean the
audited consolidated financial statements of Noranda Inc. (including any related notes
thereto) for the fiscal years ended December 31, 2003 and December 31, 2004, and the
unaudited consolidated financial statements of Noranda Inc. for each of the quarters
ended March 31, 2005 and June 30, 2005. Company Financial Statements shall mean: (i)
the audited consolidated financial statements of the Company (including any related
notes thereto) for the fiscal years ended December 31, 2004 and December 31, 2003; and
(ii) the unaudited consolidated financial statements of the Company for each of the
quarters ended March 31, 2005 and June 30, 2005. The Predecessor Financial Statements
and the Company Financial Statements have been prepared in accordance with Canadian
GAAP and all applicable Laws and have been reconciled to U.S. generally accepted
accounting principles (U.S. GAAP) in accordance with all applicable SEC requirements.
Such Predecessor Financial Statements and Company Financial Statements present fairly,
in all material respects, the consolidated financial position and results of operations
of Noranda Inc. and the Company as of the respective dates thereof and for the
respective periods covered thereby applied on a basis consistent with the immediately
prior period and throughout the periods indicated (except as may be indicated expressly
in the notes thereto) and, in the case of unaudited statements, subject to normal,
recurring year-end adjustments that are not material. Such Predecessor Financial
Statements and Company Financial Statements reflect appropriate and adequate reserves
in respect of contingent liabilities, if any, of Noranda Inc., the Company and its
Subsidiaries on a consolidated basis. The unaudited pro forma consolidated financial
statements of Noranda Inc. as at March 31, 2005, for the twelve month period ended
December 31, 2004 and for the three month period ended March 31, 2005 appearing as
Schedule I to the Joint Management Information Circular of the Company dated June 2,
2005, including the notes thereto, were prepared in




---



##### 



- C5 - accordance with Canadian GAAP and
were prepared and presented in accordance with all applicable Securities Laws. The
assumptions contained therein were suitably supported and consistent with the financial
results and financial statements of the Company and its predecessors, such statements
provide a reasonable basis for the compilation of such pro forma financial statements,
and such pro forma financial statements accurately reflect such assumptions.(e)
    
    Liabilities.Except as Disclosed Publicly, or for liabilities and obligations
incurred in the ordinary course of business consistent with past practice since
December 31, 2004, none of the Company, its predecessors nor any of the Companys
Subsidiaries or material joint ventures has any liabilities or obligations of any
nature (whether accrued, absolute, contingent or otherwise) except for those that would
not, in the aggregate, reasonably be expected to have a Material Adverse Effect with
respect to the Company.(f)
    
    Absence of Certain Changes or Events.Except as Disclosed Publicly, since
December 31, 2004: (i) and prior to the date hereof, each of the Company, its
predecessors, their Subsidiaries and each of the Companys material joint ventures has
conducted its business only in the ordinary course of business consistent with past
practice; and (ii) there have not occurred any circumstances or events which would,
individually or in the aggregate, reasonably be expected to give rise to a Material
Adverse Change with respect to the Company, or have a Material Adverse Effect with
respect to the Company.(g)
    
    Books and Records.The financial books, records and accounts of the Company,
each of its Subsidiaries and each of its material joint ventures, in all material
respects: (i) have been maintained in accordance with accounting principles generally
accepted in the country of domicile of each such entity on a basis consistent with
prior years; (ii) are stated in reasonable detail and accurately and fairly reflect the
material transactions and dispositions of the assets of the Company, its Subsidiaries
and each of its material joint ventures; and (iii) accurately and fairly reflect the
basis for the Company Financial Statements. The Companys and its Subsidiaries
corporate minute books contain minutes of all meetings and resolutions of the directors
and securityholders held.(h)
    
    Material Contracts and Non-Competition Agreements.Except for contracts
withheld from the Offeror due to confidentiality reasons, regulatory reasons or
commercial sensitivity, the Company has provided the Offeror with complete copies of
all material contracts of the Company, whether or not entered into in the ordinary
course of business. Neither the Company nor any Subsidiary, nor any of its material
joint ventures, is a party to or bound by any non-competition agreement or any other
agreement or obligation which purports to limit the manner or the localities in which
all or any material portion of the business of the Company, its Subsidiaries or its
material joint ventures is or would be conducted other than such contracts which
individually or in the aggregate would not have a




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##### 



- C6 - Material Adverse Effect with respect
to the Company or would not materially impair the ability of the Company to perform its
obligations hereunder or reasonably be expected to prevent or materially delay the
consummation of the Offer, any Compulsory Acquisition or any subsequent amalgamation of
the Offeror and the Company.(i)
    
    No Defaults.Neither the Company nor any of its Subsidiaries, nor any of its
material joint ventures, nor, to the Knowledge of the Company, any other party
thereto, is in default under, and there exists no event, condition or occurrence
which, after notice or lapse of time or both, would constitute such a default under:
(A) any note, bond, mortgage, indenture or other instrument evidencing any
indebtedness to which the Company, any Subsidiary or any material joint venture is a
party; or (B) any contract, agreement, lease, licence, permit, franchise or other
instrument or obligation other than any evidencing indebtedness for borrowed money
the breach of any of which referred to in this subparagraph, individually or in the
aggregate, would reasonably be expected to have a Material Adverse Effect with
respect to the Company. In connection with its evaluation and analysis of the
possible alternatives to, as well as the actions actually taken to implement, the
amalgamation of Falconbridge Limited and Noranda Inc. on or about June 30, 2005,
nothing came to the attention of the predecessor companies to the Company which
would, in any material respect, adversely affect the timing of the Offeror to
complete the Compulsory Acquisition, or Subsequent Acquisition Transaction as
currently contemplated by the Offeror.(j)
    
    Litigation.(i) There is no claim, action, proceeding or investigation that
has been commenced or, to the Knowledge of the Company, threatened against the Company
or any Subsidiary or material joint venture of the Company before any governmental
authority which, if determined adversely to the Company or the Subsidiary or material
joint venture of the Company, as the case may be, would, individually or in the
aggregate, reasonably be expected to result in liability to the Company or such
Subsidiary or material joint venture of the Company in excess of Cdn. $100 million or
have a Material Adverse Effect with respect to the Company or, if any Contemplated
Transaction were completed, reasonably be expected to have a Material Adverse Effect
with respect to the Offeror; (ii) neither the Company nor any of its Subsidiaries or
material joint ventures, nor any of their respective assets and properties, is subject
to any outstanding judgment, order, writ, injunction or decree that involves or may
involve, or requires or may require an expenditure of a material amount of money as a
condition to, or a necessity for, the right or ability of the Company or any of its
Subsidiaries or material joint ventures to conduct its business in a manner in which it
currently conducts such business which would, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect with respect to the Company;
(iii) neither the Company nor any of its Subsidiaries nor any material joint venture is
subject to any warranty, negligence, performance or other claims or disputes or
potential claims or disputes in respect of products or services currently being




---



##### 



- C7 - delivered or previously delivered, and to the Knowledge of the Company there are no
events or circumstances which would reasonably be expected to give rise to any such
claims or disputes or potential claims or disputes, in each case which, individually or
in the aggregate, could reasonably be expected to have a Material Adverse Effect with
respect to the Company.(k)
    
    Intellectual Property.
 (i)
    
    The Company, its Subsidiaries and its material joint ventures
own, or are validly licensed or otherwise have the right to use, all patents,
patent rights, trademarks, trade names, service marks, copyrights, know how and
other proprietary intellectual property rights that are used in their
respective businesses;(ii)
    
    the use by the Company, any Subsidiaries and its material joint
ventures of its registered trademarks, service marks, copyrights, industrial
designs, patents, design patents and all applications therefor (Applicable
IP) does not infringe upon or breach the industrial or intellectual property
rights of any other Person; and(iii)
    
    neither the Company nor its Subsidiaries nor any of its
material joint ventures have commenced legal proceedings against any Person
relating to an infringement by such Person of any Applicable IP;
 except in each case to the extent that could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect in respect of the Company.(l)
    
    Employment Matters. Except as Disclosed Publicly or Disclosed to the Offeror,
neither the Company nor any Subsidiary or material joint venture of the Company:
 (i)
    
    is a party to any written or oral policy, agreement, obligation
or understanding providing for severance or termination payments to, or any
employment agreement with, any senior executive;(ii)
    
    is a party to any collective bargaining agreement nor subject
to any application for certification or threatened or apparent union-organizing
campaigns for employees not covered under a collective bargaining agreement nor
are there any current, pending or threatened strikes or lockouts at the Company
or any Subsidiary or material joint venture of the Company that, in each case,
would individually or in the aggregate have a Material Adverse Effect with
respect to the Company; and(iii)
    
    is subject to any claim for wrongful dismissal, constructive
dismissal or any other tort claim, actual or threatened, or any litigation,
actual or




---



##### 



- C8 - threatened, relating to its employees or independent contractors
(including any termination of such persons) other than those claims or such
litigation as would individually or in the aggregate not have a Material
Adverse Effect with respect to the Company.
 The Company, its Subsidiaries and its material joint ventures have operated in
accordance with all applicable Laws with respect to employment and labour,
including, but not limited to, employment and labour standards, occupational health
and safety, employment equity, pay equity, workers compensation, human
rights and labour relations and there are no current, pending or threatened
proceedings before any board or tribunal with respect to any of the areas listed
herein other than where the failure to so operate, or for such proceedings which
individually or in the aggregate, would not have a Material Adverse Effect with
respect to the Company.(m)
    
    Collective Agreements.All collective agreements to which the Company, any
Subsidiary or any material joint venture is a party (the Collective Agreements) have
been Disclosed to the Offeror, and the Offeror has been provided with current and
complete copies of such Collective Agreements. To the Knowledge of the Company, there
are no threatened or apparent union organizing activities involving employees of the
Company, its Subsidiaries or any of its material joint ventures not already covered by
the Collective Agreements that would have a Material Adverse Effect with respect to the
Company. Neither the Company nor any of its Subsidiaries, nor any of its material
joint ventures, is in material violation of any provision under any Collective
Agreement. There is no strike or lock out occurring or, to the Knowledge of the
Company, threatened affecting the Company, any of its Subsidiaries or any of its
material joint ventures that would have a Material Adverse Effect with respect to the
Company, except as Disclosed Publicly.(n)
    
    OHSA Matters. The Company, each of its Subsidiaries and each of its material
joint ventures is in compliance with the requirements of all applicable Laws covering
occupational health and/or safety, including, to the extent applicable, the
Occupational Health and Safety Act(Ontario),as amended, and the regulations
promulgated thereunder, except for any non-compliance which would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect with
respect to the Company.(o)
    
    Pension and Employee Benefits.Except as Disclosed Publicly:
 (i)
    
    The Company has complied, in all material respects, with all
the terms of all agreements and all applicable Laws in respect of the pension
and other employee compensation and benefit obligations of the Company, its
Subsidiaries and its material joint ventures, including the terms of any
collective agreements, funding and investment contracts or obligations
applicable thereto, arising under or relating to each of the pension or




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##### 



- C9 - retirement income plans or other employee compensation or benefit plans,
agreements, policies, programs, arrangements or practices, whether written or
oral, which are maintained by or binding upon the Company, any of its
Subsidiaries or any of its material joint ventures (collectively referred to as
Applicable Plans), and all Applicable Plans are fully funded and in good
standing in all material respects with such regulatory authorities as may be
applicable.(ii)
    
    No step has been taken, no event has occurred and no condition
or circumstance exists that has resulted in or could reasonably be expected to
result in any Applicable Plan being ordered or required to be terminated or
wound up in whole or in part or having its registration under applicable
legislation refused or revoked, or being placed under the administration of
any trustee or receiver or regulatory authority or being required to pay any
material taxes, fees, penalties or levies under applicable Laws. There are
no actions, suits, claims (other than routine claims for payment of benefits
in the ordinary course), trials, demands, investigations, arbitrations or
other proceedings which are pending or threatened in respect of any of the
Applicable Plans or their assets which individually or in the aggregate
would have a Material Adverse Effect with respect to the Company.(iii)
    
    No event has occurred or condition exists with respect to any
of the Applicable Plans or relating to any employee of the Company, a
Subsidiary or a material joint venture of the Company which, individually or in
the aggregate, is reasonably likely to result in a material liability to the
Company, the Subsidiary or the material joint venture, as applicable.
 (p)
    
    Tax Matters.
 (i)
    
    All material reports, information statements and returns
(Returns) relating to, or required to be filed in connection with, any Taxes
(as defined below) required to be filed by or on behalf of the Company or any
Subsidiary or material joint venture of the Company on or before the date of
this Agreement have been duly filed on a timely basis and such Returns are
true, complete and correct in all material respects.(ii)
    
    Each of the Company, its predecessors and each of their
respective Subsidiaries and material joint ventures, has duly and timely paid
all Taxes (except to the extent immaterial, individually or in the aggregate),
including all instalments on account of Taxes for the current year, that are
due and payable by it on or before the date of this Agreement whether or not
assessed and whether or not shown on any Return. Adequate provision has been
made on the consolidated financial statements of the Company for amounts at
least equal to the amount of all Taxes assessed and all Taxes owing by any of
the Company, its Subsidiary or any material joint venture of the Company that
are not yet due and payable and that




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##### 



- C10 - relate to periods ending on or prior to
the date of this Agreement, including income taxes and related deferred taxes,
in conformity with Canadian GAAP and all other applicable accounting rules and
principles.(iii)
    
    Except as Disclosed to the Offeror, no deficiencies exist or
have been asserted with respect to Taxes of the Company or any Subsidiary or
any material joint venture of the Company, neither the Company nor any
Subsidiary or material joint venture of the Company is a party to any action or
proceeding for assessment or collection of Taxes, nor has such event been
asserted or threatened against the Company or any Subsidiary or material joint
venture of the Company, or any of their respective assets,
except where such deficiencies, actions or proceedings are not material to
the Company, such Subsidiary or such material joint venture.
 (q)
    
    Compliance with Laws.The Company, its Subsidiaries and its material joint
ventures have complied with and are not in violation of any applicable Laws, other than
non-compliance or violations which would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect with respect to the Company,
or which would not materially impair the ability of the Company to perform its
obligations hereunder or reasonably be expected to prevent or materially delay the
consummation of the Offer, any Compulsory Acquisition or any subsequent amalgamation of
the Offeror and the Company.(r)
    
    Licences, Etc.The Company, each Subsidiary and each material joint venture
owns, possesses, or has obtained and is in compliance with, all licences, permits,
certificates, orders, grants and other authorizations of or from any governmental
authority necessary to conduct its businesses substantially as now conducted or as
proposed to be conducted except for where failure to do so would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect with respect
to the Company, or would not reasonably be expected to materially impair the ability of
the Company to perform its obligations hereunder or prevent or materially delay the
consummation of any of the Contemplated Transactions.(s)
    
    Insurance.Policies of insurance in force as of the date hereof naming the
Company as an insured adequately cover all risks reasonably and prudently foreseeable
in the operation and conduct of the business of the Company, its Subsidiaries and
material joint ventures for which, having regard to the nature of such risk and the
relative cost of obtaining insurance, it is in the opinion of the Company reasonable to
seek such insurance rather than provide for self insurance. All such policies of
insurance shall remain in force and effect (subject to taking into account insurance
market conditions and offerings and industry practices) and shall not be cancelled or
otherwise terminated as a result of any of the Contemplated Transactions other than
such cancellations as would not




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##### 



- C11 - individually or in the aggregate have a Material
Adverse Effect with respect to the Company or such cancellations as have been Disclosed
to the Offeror.(t)
    
    Environmental. All operations of the Company, its Subsidiaries and its
material joint ventures have been and are now in compliance with all applicable Laws,
including applicable common laws, relating to the protection of the environment and
employee and public health and safety (Environmental Laws), except where the failure
to be in compliance would not, individually or in the aggregate, have a Material
Adverse Effect with respect to the Company. Except as Disclosed Publicly, or except
for those with respect to which adequate provision in accordance with Canadian GAAP has
been made on the financial statements of the Company or a predecessor to the Company,
neither the Company nor any of its Subsidiaries or material joint ventures, is subject
to:
 (i)
    
    any proceeding, application, order or directive which relates
to environmental, health or safety matters, and which may require any material
work, repairs, construction or expenditures; or(ii)
    
    any demand or notice with respect to any Environmental Laws
applicable to the Company, any Subsidiary or any material joint venture
including, without limitation, any regulations respecting the use, storage,
treatment, transportation or disposition of any pollutant, contaminant, waste
of any nature, hazardous substance, hazardous material, toxic substance,
dangerous substance or dangerous good as defined, judicially interpreted or
identified in any Environmental Law;
 which, in each case, individually or in the aggregate would have a Material Adverse
Effect with respect to the Company.(u)
    
    Property and Title.Applying customary standards in the Canadian mining
industry, each of the Company, its Subsidiaries and its material joint ventures has
sufficient title, clear of any title defect or Encumbrance (other than as Disclosed
Publicly), to its operating properties and properties with estimated proven and
probable mineral reserves and/or estimated mineral resources (other than property to
which it is lessee, in which case it has a valid leasehold interest) and has good and
sufficient title to the real property interests including, without limitation, fee
simple estate of and in real property, leases, easements, rights of way, permits or
licences from landowners or authorities permitting the use of land by the Company, its
Subsidiaries and its material joint ventures necessary to permit the operation of their
respective businesses as presently owned and conducted. The Company, its Subsidiaries
and its material joint ventures hold all mineral rights required to continue their
respective business and operations as currently conducted and as proposed to be
conducted as Disclosed Publicly, except to the extent that a failure to do so would not
constitute a Material Adverse Effect with respect to the Company. All mineral rights
held by the Company, its Subsidiaries and its material joint ventures are free and
clear of all Encumbrances and royalty




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- C12 - burdens (other than as Disclosed Publicly), and
none of such mineral rights are subject to reduction by reference to mine payout or
otherwise except for those created in the ordinary course of business and which would
not have a Material Adverse Effect with respect to the Company, except for such
failures of title that would, individually or in the aggregate, not have a Material
Adverse Effect with respect to the Company.(v)
    
    Mineral Reserves and Resources.The estimated proven and probable mineral
reserves and estimated indicated, measured and inferred mineral resources Disclosed
Publicly by the Company as of year-end 2004 have been prepared and disclosed in all
material respects in accordance with accepted engineering practices and all applicable
Laws. There has been no material reduction in the aggregate amount of estimated
mineral reserves, estimated mineral resources or mineralized material of the Company,
its Subsidiaries and its material joint
ventures, taken as a whole, from the amounts Disclosed Publicly by the Company as of
December 31, 2004.(w)
    
    Operational Matters.Except as would not, individually or in the aggregate, be reasonably expected to
have a Material Adverse Effect with respect to the Company:
 (i)
    
    all rentals, royalties, overriding royalty interests,
production payments, net profits, interest burdens and other payments due or
payable on or prior to the date hereof under or with respect to the direct or
indirect assets of the Company, its Subsidiaries and its material joint
ventures, have been properly and timely paid;(ii)
    
    all rentals, payments, and obligations due and payable or
performable on or prior to the date hereof under or on account of any of the
direct or indirect assets of the Company, its Subsidiaries and its material
joint ventures have been duly paid, performed, or provided for prior to the
date hereof;(iii)
    
    all: (i) mines where the Company or a Subsidiary of the
Company is operator at the relevant time have been developed in accordance with
mining practices and in compliance with all applicable Laws; and (ii) mines
located in or on the lands of the Company, any Subsidiary or material joint
venture, or lands pooled or unitized therewith, which have been abandoned by
the Company or any Subsidiary or material joint venture of the Company, have
been abandoned in accordance with good mining practices and in compliance with
all applicable Laws; and (iii) all future abandonment, remediation and
reclamation obligations have been accurately Disclosed Publicly by the Company
without omission of information necessary to make the disclosure not
misleading; and




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- C13 - (iv)
    
    all costs, expenses, and liabilities payable on or prior to the
date hereof under the terms of any contracts and agreements to which the
Company or any of its Subsidiaries or material joint ventures is directly or
indirectly bound have been properly and timely paid, except for such expenses
that are being currently paid prior to delinquency in the ordinary course of
business.
 (x)
    
    Non-Arms Length Transactions. Except as Disclosed to the Offeror, there are
no contracts or other transactions between the Company or any of its Subsidiaries or
material joint ventures, on the one hand, and any (i) officer or director of the
Company or any of its Subsidiaries or material joint ventures, (ii) any holder of
record or beneficial owner of 5% or more of any class of the voting or non-voting
equity securities of the Company, or (iii) any Affiliate or Associate of any such
officer, director or beneficial owner, on the other hand.(y)
    
    Reports.Each of the Company and its predecessors has filed with all
applicable securities regulatory authorities, stock exchanges and all applicable
self-regulatory organizations true and complete copies of all forms, reports,
schedules, statements and other documents required to be filed by either of them since
January 1, 2003, and all such documents complied in all material respects with the
requirements of applicable Securities Laws. Without limiting the generality of the
foregoing, the Company and its predecessors have filed with the Ontario Securities
Commission and the applicable securities regulatory authorities of the other provinces
and territories of Canada, by posting upon the SEDAR system, true and complete copies
of all forms, reports, schedules, statements and other documents required in accordance
with applicable Securities Laws to be filed by it in the last three years. (Such
forms, reports, schedules, statements and other documents, including any financial
statements or other documents, including any schedules included therein, are referred
to as the Company SEDAR Documents.) The Company and Noranda Inc. have also filed
with the SEC all forms, reports, schedules, statements and other documents required to
be so filed by it in the last three years in accordance with applicable Securities Laws
in the United States (the Company SEC Documents). The Company SEDAR Documents and
the Company SEC Documents at the time filed: (i) did not contain any misrepresentation
of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading; and (ii) complied in all material respects with the
requirements of applicable Securities Laws. The Company has not filed any confidential
material change report with the Ontario Securities Commission or any other securities
authority or regulator or any stock exchange or other self-regulatory authority which
at the date hereof remains confidential.(z)
    
    Disclosure Controls and Procedures.The Company has devised and maintained a
system of disclosure controls and procedures designed to ensure that




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- C14 - information
required to be disclosed by the Company under applicable Securities Laws is recorded,
processed, summarized and reported within the time periods specified in the applicable
Securities Laws. Such disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be disclosed by
the Company in the reports and other filings under applicable Securities Laws is
accumulated and communicated to the Companys management, including its principal
executive and principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure.(aa)
    
    Internal Control Over Financial Reporting.The Company maintains internal
control over financial reporting. Such internal control over financial reporting is
effective in providing reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with Canadian GAAP and includes policies and procedures that: (i) pertain to
the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of the assets of the Company and
its Subsidiaries; (ii) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with
Canadian GAAP, and that receipts and expenditures of the Company and its
Subsidiaries are being made only in accordance with authorizations of management and
directors of the Company and its Subsidiaries; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use
or disposition of the Companys and its Subsidiaries assets that could have a
material effect on its financial statements. To the Knowledge of the Company, prior
to the date of this Agreement: (A) there are no significant deficiencies in the
design or operation of, or material weaknesses in, the Companys internal controls
over financial reporting that are reasonably likely to adversely affect the
Offerors ability to record, process, summarize and report financial information,
and (B) there is no fraud, whether or not material, that involves management or
other employees who have a significant role in the Companys internal control over
financial reporting. Since December 31, 2004 and prior to the date of this
Agreement, the Company has received no (x) material complaints from any source
regarding accounting, internal accounting controls or auditing matters or (y)
expressions of concern from employees of the Company regarding questionable
accounting or auditing matters.(bb)
    
    Up-the-Ladder Reporting.Except as Disclosed to the Offeror, no attorney
representing the Company or any of its Subsidiaries, whether or not employed by the
Company or any of its Subsidiaries, has reported evidence of a violation of any
Securities Laws, breach of fiduciary duty or similar violation by the Company or any of
its Subsidiaries or their respective officers, directors, employees or agents to the
Companys chief legal officer, audit committee (or other committee designated for the
purpose) of the board of directors or the board of directors.




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- C15 - (cc)
    
    Stock Exchange Compliance.The Company is in compliance in all material
respects with the applicable listing and corporate governance rules and regulations of
the NYSE and the TSX.(dd)
    
    No Prohibited Personal Loans.Neither the Company nor any of its Subsidiaries
has made, arranged or modified (in any material way) any extension of credit, in the
form of a personal loan or otherwise, to any executive officer or director of the
Company or any of its Subsidiaries that would be prohibited by Section 402 of the U.S.
Sarbanes-Oxley Act of 2002.(ee)
    
    Fees.The Company has delivered to the Offeror complete copies of all
agreements that could give rise to any claim for an advisory fee, success fee,
brokerage commission, finders fee or other like payment against the Company or any of
its Subsidiaries in connection with the Offer.(ff)
    
    Cumulative Breach. The breaches, if any, of the representations made by the
Company in this Agreement that would occur if all references in such representations to
phrases concerning materiality were deleted, are not breaches
that in the aggregate: (i) represent circumstances which have or would reasonably be
expected to have a Material Adverse Effect with respect to the Company or, in the
event that any Contemplated Transaction were consummated, would reasonably be
expected to have a Material Adverse Effect with respect to the Offeror.