Falconbridge 6K Current report | SEC 24 Mar 05

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Exhibit 99.1

This document is important and requires your immediate attention. If you are in doubt as to how to respond to the Offer described in this Directors' Circular, you should consult with your investment dealer, stockbroker, bank manager, lawyer or other professional advisor.

FALCONBRIDGE LIMITED

DIRECTORS' CIRCULAR

Recommending

ACCEPTANCE

of the offer by

NORANDA INC.

To purchase all of the Outstanding Common Shares of

Falconbridge Limited

Not owned by

Noranda Inc.

The Board of Directors of Falconbridge has concluded that the Offer is fair, from a financial point of view, to shareholders other than Noranda and is recommending that shareholders accept the offer and tender their Falconbridge Shares to the Offer.

March 24, 2005

NOTICE TO NON-CANADIAN RESIDENTS

The Offer is being made for securities of a Canadian issuer. The Offer is subject to the disclosure requirements in Canada that are different from those of the United States of America and other non-Canadian jurisdictions.

The enforcement by securityholders of civil liabilities under the United States federal securities laws, or under other non-Canadian laws, may be adversely affected by the fact that Falconbridge Limited is located in Canada and that a majority of its officers and directors are residents of Canada.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Directors' Circular are "forward-looking statements" and are prospective. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements or to update the reasons why actual results could differ from those reflected in the forward-looking statements.

CURRENCY

All dollar references in the Directors' Circular are in Canadian dollars, unless otherwise indicated.

TABLE OF CONTENTS

		Page
BACKGROUND TO THE OFFER		1
RECOMMENDATION OF THE BOARD OF DIRECTORS		6
SUMMARY OF VALUATION AND FAIRNESS OPINION		6
DIRECTORS AND OFFICERS OF THE CORPORATION AND OWNERSHIP OF SECURITIES		7
PRINCIPAL HOLDERS OF SECURITIES OF THE CORPORATION		9
ACCEPTANCE OF THE OFFER BY DIRECTORS AND OFFICERS OF THE CORPORATION		10
TRADING IN SECURITIES OF THE CORPORATION		10
ISSUANCES OF SHARES		10
OWNERSHIP OF SECURITIES OF NORANDA		11
RELATIONSHIPS BETWEEN NORANDA AND DIRECTORS AND OFFICERS OF THE CORPORATION		11
RELATIONSHIPS BETWEEN THE CORPORATION AND ITS DIRECTORS AND OFFICERS		12
INTEREST OF CERTAIN PERSONS IN MATERIAL CONTRACTS		12
TREATMENT OF STOCK OPTIONS		12
MATERIAL CHANGES IN THE AFFAIRS OF THE CORPORATION		12
OTHER TRANSACTIONS		13
OTHER INFORMATION		13
STATUTORY RIGHT OF ACTION FOR DAMAGES		13
APPROVAL AND CERTIFICATE		14
CONSENT		15
SCHEDULE "A" VALUATION AND FAIRNESS OPINION		A-1

FALCONBRIDGE LIMITED

DIRECTORS' CIRCULAR

This directors' circular (the "Directors' Circular") is issued by the board of directors (the "Board of Directors") of Falconbridge Limited (the "Corporation" or "Falconbridge") in connection with the offer (the "Offer") made by Noranda Inc. ("Noranda") to purchase all of the issued and outstanding common shares of the Corporation not already owned by Noranda or its affiliates (the "Falconbridge Shares") on the basis of 1.77 Noranda common shares (the "Noranda Shares") for each Falconbridge Share, upon the terms and subject to the conditions set forth in the Offer and take-over bid circular of Noranda dated the date hereof (collectively, the "Offer and Circular") and mailed to shareholders with the Directors' Circular.

The Offer was made by Noranda pursuant to the terms of a support agreement dated as of March 8, 2005 between Noranda and Falconbridge (the "Support Agreement").

The Offer will be open for acceptance until 8:00 p.m. (Toronto time) on May 5, 2005 (the "Expiry Time"), unless withdrawn, extended or varied.

The terms and conditions of the Offer, the method of acceptance of the Offer and other information relating to the Offer and Noranda are set out in the Offer and Circular and the letter of acceptance and transmittal and the notice of guaranteed delivery that accompany the Offer and Circular.

Information herein relating to the Offer and Noranda has been derived from the Offer and Circular. The Board of Directors does not assume any responsibility for the accuracy or completeness of such information.

BACKGROUND TO THE OFFER

Overview

Noranda is currently the Corporation's controlling shareholder, holding approximately 59% of the outstanding Falconbridge Shares. Brascan Corporation ("Brascan") is currently Noranda's controlling shareholder, holding approximately 41% of the outstanding Noranda Shares.

In February of 2004, Brascan indicated to the Board of Directors of Noranda that, although Noranda had been a long standing investment, it no longer fit within the parameters of Brascan's stated business model. As both Brascan and Noranda had previously received a number of expressions of interest for the acquisition of Brascan's ownership interest in Noranda, assets of Noranda or Noranda as a whole, and with the perceived continuing strength in base metals prices and a world-wide trend of consolidation in the sector, the Board of Directors of Noranda convened a meeting to consider Noranda's strategic options.

On February 16, 2004, the Board of Directors of Noranda established a special committee comprised of all directors except management directors, David W. Kerr and Derek G. Pannell. The mandate of the special committee was to consider Noranda's strategic alternatives. CIBC World Markets Inc. was retained to provide financial advice to Noranda and the Special Committee.

Noranda also established an independent committee comprised of A.L. Flood, Frank McKenna (until March 1, 2005), Maureen Kempston Darkes, James McCutcheon, Norman Gish and André Berard all of whom are independent of Brascan and Noranda management. The mandate of the Noranda independent committee was to review matters where the interests of Brascan and Noranda were divergent. At around this time, the Falconbridge Board of Directors also established a committee of independent directors for the purposes of monitoring Noranda's initiatives on behalf of Falconbridge and the Minority Shareholders (as defined below).

Noranda's Board of Directors determined to engage in discussions with several parties that had expressed interest in acquiring the Noranda Shares or assets of Noranda, as well as others who were considered by the Board of Directors of Noranda to be potential strategic investors. Noranda and Brascan agreed that Noranda would establish a process for reviewing and considering a potential transaction. Brascan agreed that, for a fixed period of time, Brascan would not, without Noranda's consent, sell its interest in Noranda except in a transaction in which all shareholders of Noranda could participate or in a public secondary distribution of its interest. Noranda agreed to establish a data room and to make available information to selected prospective acquirors who signed confidentiality agreements

On June 16, 2004, Noranda announced that it had commenced a review of various means of maximizing shareholder value and that the Noranda special committee had been established to oversee a review of the expressions of interest that had been received. Over the course of June, July and August 2004, Noranda and its advisors negotiated with a number of parties respecting their interest in acquiring Noranda.

On September 24, 2004, Noranda announced that it had entered into exclusive negotiations with China Minmetals Corporation ("Minmetals") concerning a preliminary non-binding proposal from Minmetals to acquire 100% of Noranda. The preliminary proposal, which reflected a small premium to the trading level of the Noranda Shares at that time, was conditional on government approvals, successful completion of due diligence and negotiation of definitive agreements and financing arrangements. During the period from September 24 to November 16, 2004, negotiations and discussions took place between Noranda, Brascan and Minmetals with the intention of proceeding to a definitive transaction. The formal period of exclusivity granted to Minmetals expired on November 6, 2004. On November 16, 2004, Noranda announced that the period for exclusive discussions with Minmetals had expired and that discussions were continuing on a non-exclusive basis. In determining not to extend the period of exclusivity with Minmetals, the Noranda special committee took into account the time that had elapsed since exclusivity was granted, the positive environment for metal prices and the continued strong operational performance of Noranda.

Subsequent to November 16, 2004, in addition to having discussions with other parties interested in acquiring Noranda, the Noranda special committee reviewed a number of alternative courses of action respecting a reorganization of Noranda. During December 2004 and January 2005, Noranda management, Noranda's advisors and Brascan exchanged ideas respecting a possible transaction that would reduce Brascan's interest in Noranda and result in the merger of Noranda and Falconbridge. Because of the potential separate interests of Brascan and management of Noranda in respect of the possible transaction, the Noranda independent committee was asked to give separate consideration to the possible transaction. The Noranda independent committee retained Borden Ladner Gervais LLP as its independent legal counsel and received advice from Noranda's financial advisor, CIBC World Markets. In January, February and early March of 2005, the Noranda independent committee considered, with Noranda management and its financial and legal advisors, the terms of the Issuer Bid (as defined below) and in particular, the attributes of the Noranda Preference Shares (as defined below). Discussions were had with Brascan as to the terms of the Noranda Preference Shares and the basis upon which Brascan would agree to tender to the Issuer Bid. As well, during this period, the Noranda independent committee considered, with Noranda management and its financial and legal advisors, the terms of a possible offer for the Falconbridge Shares and the basis upon which Falconbridge might agree to support such an offer.

On January 20, 2005, Noranda approached the Board of Directors with a view to securing its support for a bid by Noranda for the Falconbridge Shares. At the same time, Noranda also indicated to the Board of Directors that Noranda intended to pursue, concurrently with the bid for Falconbridge, an issuer bid transaction (the "Issuer Bid") pursuant to which Noranda would offer to purchase Noranda Shares in exchange for junior preference shares of Noranda (the "Noranda Preference Shares").

On March 9, 2005, Noranda and Falconbridge announced that they had entered into the Support Agreement with respect to the Offer and Noranda announced the Issuer Bid.

On March 9, 2005, Noranda announced that it had entered into discussions with Minmetals regarding a strategic alliance which may involve commercial arrangements regarding the offtake from certain development projects, assistance with procurement and supply of equipment and other products and services in regard to certain greenfield projects, joint exploration initiatives in China and other matters.

Formation and Mandate of Special Committee

On February 1, 2005, the Board of Directors established a special committee (the "Special Committee") comprised of:

•: James D. Wallace (chair)
•: G. Edmund King
•: Neville W. Kirchmann
•: Mary A. Mogford
•: David H. Race

being all of the directors of Falconbridge who are independent of management of Falconbridge, Noranda and Brascan. The members of the Special Committee were also the same directors who constituted the independent committee that was established in early 2004.

The Special Committee's mandate was to:

•: oversee and supervise the negotiation of the Offer;
•: supervise the preparation of a formal valuation relating to the Offer as required by Rule 61-501 of the Ontario Securities Commission and Policy Q-27 of the Quebec Autorité des marchés financiers (the "Policies");
•: consider all applicable legal and regulatory requirements relating to the Offer;
•: make recommendations to the Board of Directors as to whether, and as to the appropriate terms and conditions under which, the Board of Directors should, to the extent applicable, consider approving the Offer;
•: supervise the preparation of any documents of the Corporation required in connection with the Offer; and
•: advise the Board of Directors with respect to the recommendation that the Board of Directors should, to the extent applicable, make to the holders of the Falconbridge Shares (the "Minority Shareholders") in connection with the Offer.

The Special Committee retained Goodmans LLP as its legal counsel and TD Securities Inc. ("TD Securities") and Richard H. McCoy as its financial advisors. In its role as financial advisor to the Special Committee, TD Securities agreed that it would provide, if requested by the Special Committee, a formal valuation and fairness opinion with respect to the Offer (the "Valuation and Fairness Opinion"). In retaining TD Securities, the Special Committee, based in part on representations made to it by TD Securities, concluded that TD Securities was independent of each of Noranda and Brascan and was qualified to prepare a formal valuation of the Falconbridge Shares and the consideration issuable under the Offer (the "Consideration") as required by the Policies and to provide a fairness opinion with respect to the Offer.

Proceedings and Deliberations of the Special Committee

Between February 8, 2005 and March 8, 2005, the Special Committee met 10 times.

At its initial meeting on February 8, 2005, the Special Committee discussed its mandate generally and received a presentation from its legal counsel as to the legal duties and responsibilities of the Special Committee in the context of the Offer. The Special Committee also considered the general terms of the Offer as originally proposed by Noranda and the merits of the proposed combination of Noranda and Falconbridge.

On February 9, 2005, the Special Committee's legal and financial advisors met with representatives of Brascan and Noranda and Noranda's legal and financial advisors to discuss the proposed terms of the Offer, the Issuer Bid and the Noranda Preference Shares. At this meeting, the Special Committee's advisors also indicated that the Special Committee favoured the Offer being subject to a "minimum tender condition" (requiring a majority of the Minority Shareholders to tender to the Offer before Noranda would be entitled to take-up and pay for any shares tendered).

Starting on February 14, 2005, the Special Committee's legal counsel conducted a legal due diligence review of Noranda on behalf of the Special Committee.

On February 18, 2005, representatives of TD Securities presented their preliminary views regarding the fair market values of the Falconbridge Shares and the Consideration to the Special Committee. The Special Committee then discussed TD Securities' preliminary analysis and other matters covered in TD Securities' presentation.

On February 21, 2005, Aaron Regent, Falconbridge's President and Chief Executive Officer, met with TD Securities to review the views of Falconbridge management on TD Securities' valuation approach and methodologies. TD Securities indicated that it would consider management's suggestions as part of its ongoing valuation work. At a meeting of the Special Committee later that day, Mr. Regent and TD Securities updated the Special Committee on their nature of their discussions.

On February 23, 2005, the chair of the Special Committee (the "Chair") and the Special Committee's legal and financial advisors met with representatives of Falconbridge, Brascan and Noranda and Noranda's legal and financial advisors. At this meeting, representatives of TD Securities presented an overview of TD Securities' preliminary views and answered questions related thereto. The Chair then summarized the Special Committee's view on the Offer as originally proposed.

On February 25, 2005, the Chair and representatives of Noranda and Brascan conducted extensive negotiations with respect to the proposed terms of the Offer, including the proposed exchange ratio. These negotiations resulted in Noranda agreeing to increase the exchange ratio under the Offer to 1.77 Noranda Shares for every Falconbridge Share and to include a minimum tender condition in the Offer.

On March 2, 2005, representatives of Falconbridge, Brascan and Noranda and the legal and financial advisors to the Special Committee and Noranda met to discuss certain changes to the proposed terms of the Issuer Bid and the Noranda Preference Shares. At meetings on March 3, 2005 and March 4, 2005, the Special Committee reviewed these changes with its legal and financial advisors and considered their potential impact on the Minority Shareholders.

Between February 21, 2005 and March 8, 2005, representatives of Brascan, Noranda and the advisors to Noranda and the Special Committee negotiated and settled the legal documents related to the Offer and the Issuer Bid, including the Support Agreement.

On March 8, 2005, the Special Committee met to formally consider its recommendation to the Board of Directors regarding the Offer. After hearing an update from the Chair with respect to his most recent discussions with Noranda and Brascan, the Special Committee received a report from its legal advisors with respect to the terms and conditions of the legal documents relating to the Offer and the Issuer Bid. TD Securities then orally presented its formal valuation of the Falconbridge Shares and the Consideration. TD Securities reported that its conclusion was that the fair market value of the Falconbridge Shares is in the range of US$32.50 to US$38.50 per share and that the fair market value of the Consideration is in the range of US$33.63 to US$40.71 per share. TD Securities also presented its oral opinion that the Consideration is fair, from a financial point of view, to Minority Shareholders.

After further discussion, the Special Committee unanimously resolved to recommend that the Board of Directors approve the Offer and recommend that Minority Shareholders accept the Offer and tender to the Offer. The Board of Directors then met and received a report from the Chair who presented the Special Committee's recommendations.

Reasons For Recommendations of Special Committee

In reaching its conclusions with respect to the Offer, the Special Committee considered relevant factors including the following:

•: Valuation and Fairness Opinion — The formal valuation prepared by TD Securities that concluded that the fair market value of the Consideration is in the range of the fair market value of the Falconbridge Shares as determined by TD Securities and the opinion of TD Securities that the Consideration is fair, from a financial point of view, to the Minority Shareholders;

•: Continued ownership in the combined company — Assuming completion of the Issuer Bid, Minority Shareholders will own approximately 36% of the combined company, compared with an approximate 41% ownership in Falconbridge today and will therefore have the opportunity to participate in any future growth and value appreciation of the combined company;
•: Premium paid to shareholders — The Offer represents a 15% premium over the volume weighted average trading price of Falconbridge Shares for the 20-day trading period ending on March 7, 2005;
•: Financial strength of combined companies — Combining Noranda and Falconbridge will result in a financially and operationally strong company with a large production base combined with an attractive pipeline of new projects — the increased size, diversification and critical mass of the combined company will facilitate new growth initiatives and reduce the concentration risk of any one project or operation;
•: Absence of competing offers — Because Noranda owns 59% of Falconbridge and has indicated to Falconbridge that it does not intend to sell its Falconbridge Shares, the prospect of an offer for the Falconbridge Shares from a third party is remote; and
•: Improvement in trading liquidity — The Offer should result in increased trading liquidity for Minority Shareholders due to the combined company's larger market capitalization and the expected increase in institutional investor following.

In reaching its determination, the Special Committee also considered and evaluated, among other things: (a) information concerning the business, operations, property, assets, financial condition, operating results and prospects of the Corporation and Noranda, both separately and on a combined basis; (b) current industry, economic and market conditions and trends and its informed expectations as to the prospects for the industry; and (c) historical market prices and trading information with respect to the Falconbridge Shares and Noranda Shares.

The discussion of the information and factors considered by the Special Committee and described in this Directors' Circular is not intended to be exhaustive but is believed to include all material factors considered by the Special Committee. In addition, in reaching the determination to recommend acceptance of the Offer, the Special Committee did not assign any relative or specific weights to the foregoing factors which were considered, and individual directors may have given different weights to different factors.

Support Agreement

Noranda and Falconbridge entered into the Support Agreement pursuant to which Noranda agreed to make and, subject to the satisfaction of certain conditions, complete the Offer. A copy of the Support Agreement has been filed separately on SEDAR (www.sedar.com). The following is a summary of certain of the provisions of the Support Agreement.

Noranda has agreed to coordinate the Offer and the Issuer Bid such that the Offer will expire at least five days after Noranda takes up Noranda Shares under the Issuer Bid. Noranda has also agreed that (i) if Noranda waives the condition in the Issuer Bid that Brascan will have deposited and not withdrawn at least 63,377,140 Noranda Shares or if Noranda waives the condition to the Offer that the is Issuer Bid completed, the expiry date for the Offer will be extended for at least 30 days and (ii) it will not waive the minimum tender condition to the Offer without the consent of Falconbridge.

Each of Falconbridge and Noranda have made certain representations and warranties to the other in the Support Agreement. Falconbridge has also agreed that until the Falconbridge Shares are taken up by Noranda, Falconbridge will conduct its business in the ordinary and regular course. Each of Noranda and Falconbridge has agreed to use its reasonable best efforts to take or cause to be taken all appropriate action or to do or cause to be done all things necessary to consummate and make effective the transactions contemplated in the Support Agreement.

Noranda has covenanted in the Support Agreement that, assuming completion of the Offer, it will take such action to ensure that the Noranda Board of Directors is comprised of Alex Balogh, André Bérard, Jack L. Cockwell, Maureen Kempston Darkes, J. Bruce Flatt, A.L. (Al) Flood, Norman Gish, Robert J. Harding, David W. Kerr, Edmund King, Neville Kirchmann, James McCutcheon, Mary Mogford, George Myhal, Derek G. Pannell, David Race and James Wallace.

The Support Agreement may be terminated by either Noranda or Falconbridge if a court of competent jurisdiction or other governmental body has issued an order or taken similar action restraining the Offer in certain circumstances.

Falconbridge may also terminate the Support Agreement if, among other things: (i) the Offer has not been made within the time period provided in the Support Agreement; (ii) the Offer does not conform in all material respects with the description of the offer in the Support Agreement; (iii) Noranda has not become legally obligated to accept and take up the Falconbridge Shares on or prior to May 31, 2005 subject to any extension contemplated in the Support Agreement; (iv) the Offer has been terminated, withdrawn or expired; or (v) there has been a material breach of the representations and warranties on the part of Noranda in the Support Agreement; or (vi) there has been a material breach by Noranda of its covenants contained in the Support Agreement and Noranda has failed to remedy the breach within five business days of notice of the breach.

Noranda may also terminate the Support Agreement if, among other things: (i) Noranda determines, acting reasonably, prior to May 31, 2005 that any condition to the Offer will not be satisfied or waived prior to such date; (ii) any condition to the Offer has not been satisfied or waived on expiry of the Offer; (iii) there has been a material breach of the representations and warranties on the part of Falconbridge in the Support Agreement; (iv) there has been a material breach by Falconbridge of its covenants contained in the Support Agreement and Falconbridge has failed to remedy the breach within five business days of notice of the breach; or (v) the Board of Directors has withdrawn or modified (in a manner determined by Noranda to be adverse to Noranda) its approval or recommendation of the Offer, the Support Agreement or the contemplated transactions.

RECOMMENDATION OF THE BOARD OF DIRECTORS

After due consideration of the report and recommendation of the Special Committee and the Valuation and Fairness Opinion, the Board of Directors has determined that the Offer is fair, from a financial point of view, to Minority Shareholders and in the best interests of the Corporation and resolved to recommend that the Minority Shareholders accept the Offer and tender their Falconbridge Shares to the Offer. The resolution to recommend acceptance of the Offer was passed unanimously with all directors or officers of Noranda and Brascan or their respective associates abstaining from voting.

SUMMARY OF VALUATION AND FAIRNESS OPINION

The following constitutes only a summary of the Valuation and Fairness Opinion. The Valuation and Fairness Opinion has been prepared and provided solely for the use of the Special Committee and for inclusion in the Offer and Circular and this Directors' Circular, and may not be used or relied upon by any other person without the express prior written consent of TD Securities. TD Securities believes that its analyses must be considered as a whole. Selecting portions of its analyses or the factors considered by TD Securities, without considering all factors and analyses together, could create a misleading view of the process underlying the Valuation and Fairness Opinion. The preparation of a valuation and fairness opinion is a complex process and is not necessarily amenable to partial analysis or summary description. Any attempt to do so could create an incomplete view of the process underlying the Valuation and Fairness Opinion. The following summary is qualified in its entirety by the full text of the Valuation and Fairness Opinion which is appended hereto as Schedule "A".

TD Securities was retained by the Special Committee to provide financial advice and assistance to the Special Committee in evaluating the Offer, including the preparation and delivery of a formal valuation of the Falconbridge Shares and the Consideration in accordance with the requirements of the Policies, and to provide its opinion as to the fairness of the Consideration, from a financial point of view, to the Minority Shareholders.

On March 8, 2005, TD Securities orally delivered its Valuation and Fairness Opinion which concluded, based on certain assumptions and analyses, that the range of fair market values of the Consideration is within or exceeds the range of fair market values of the Falconbridge Shares. TD Securities also concluded that the Consideration is fair, from a financial point of view, to the Minority Shareholders.

In the preparation of its formal valuation, TD Securities reviewed and relied upon, among other things, discussions with management of Falconbridge and Noranda, and relied upon information and forecasts supplied by Falconbridge and Noranda as well as publicly available financial information, all as detailed in the Valuation and Fairness Opinion.

In preparing the Valuation and Fairness Opinion, TD Securities assumed that the Offer would result in Noranda acquiring 100% of the Falconbridge Shares not already owned by Noranda. TD Securities further assumed that the Issuer Bid would be fully subscribed.

For the purposes of determining the value of the Falconbridge Shares and the Consideration, TD Securities primarily relied on comparable precedent transactions analysis and, as a secondary methodology, comparable trading analysis. TD Securities also considered a net asset value ("NAV") approach to both the Falconbridge Shares and the Consideration.

Based on these analyses, TD Securities determined the fair market value of the Falconbridge Shares to be in the range of US$32.50 to US$38.50 and the fair market value of the Consideration to be in the range of US$33.63 to US$40.71.

In addition, the NAV analysis concluded that the range of NAV of the Consideration is within or exceeds the range of NAV of the Falconbridge Shares, and that the ratios of the NAV of the Noranda Shares (assuming a successful Offer and Issuer Bid) to the Falconbridge Shares were equal to or lower than 1.77 at the low, high and midpoint of the ranges.

Based upon and subject to the matters described in the Valuation and Fairness Opinion, TD Securities concluded that, as of March 8, 2005, the Consideration is fair, from a financial point of view, to the Minority Shareholders.

DIRECTORS AND OFFICERS OF THE CORPORATION AND OWNERSHIP OF SECURITIES

The following table sets forth the names and positions of all the directors and senior officers of the Corporation and, as at March 1, 2005, the number, designation and percentage of outstanding securities of the Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised by each such director and senior officer of the Corporation and, to the knowledge of the directors and senior officers of the Corporation, after reasonable enquiry, by their respective associates:

Name	Position(s) Held	Number of Falconbridge Shares Owned or Over Which Control or Direction is Exercised	Percentage of Outstanding Falconbridge Shares
David W. Kerr	Chairman of the Board	1,000		*
Alex. G. Balogh	Director	1,000		*
Jack L. Cockwell	Director	2,000		*
Robert J. Harding	Director	1,000		*
James D. Wallace	Director	10,000		*
G. Edmund King	Director	1,000		*
Neville W. Kirchmann	Director	1,000		*
Mary A. Mogford	Director	1,000		*
David H. Race	Director	1,000		*
Derek G. Pannell	Director; Deputy Chairman	1,000		*
Aaron W. Regent	Director; President and Chief Executive Officer	—	—
Claude Ferron	President, Canadian Copper and Recycling	200		*
Joseph Laezza	President, Nickel	1,093		*
Fernando E. Porcile	President, Copper	—	—
Sergio Chavez	President and General Manager, Ferronickel Operations	850		*
Michael F. Doolan	Senior Vice-President and Chief Financial Officer	—	—
Peter G. J. Kukielski	Executive Vice-President, Projects	—	—

Ian W. Pearce	Senior Vice-President, Projects and Engineering	—	—
Katherine Rethy	Senior Vice-President, Information Systems, Procurement, Logistics, Enterprise Risk Management and Facilities	—	—
Martin Schady	Senior Vice-President, Business Development	—	—
Paul W. A. Severin	Senior Vice-President, Exploration	1,754		*
Jeffery A. Snow	Senior Vice-President, General Counsel	716		*
Michael Agnew	Vice-President, Technology	—	—
Richard L. Burdett	Vice-President, Information Services and Chief Information Officer	—	—
Denis Couture	Vice-President, Investor Relations, Communication and Public Affairs	—	—
John M. Doyle	Vice-President, Taxation	4,779		*
Allen G. Hayward	Vice-President, Nickle Mining	—	—
Olle Johansson	Vice-President, Marketing and Sales	—	—
André Joron	Vice-President, Human Resources	—	—
Robert Telewiak	Vice-President, Environment, Safety and Health	2,965		*
Stephen K. Young	Corporate Secretary	—	—

* Means less than 1%.

The following directors and officers of the Corporation hold options pursuant to Falconbridge's Stock Option Plan to purchase the Falconbridge Shares indicated beside his or her name:

Name		Outstanding Options to Purchase Falconbridge Shares (Exercisable/Unexercisable)
Aaron W. Regent		39,800/113,700
Claude Ferron		25,300/29,800
Joseph Laezza		89,600/60,500
Fernando E. Porcile		8,800/30,200
Sergio Chavez		8,400/31,800
Michael F. Doolan		10,700/37,800
Peter G. J. Kukielski		14,800/58,700
Ian W. Pearce		4,800/30,200
Katherine Rethy		7,200/23,300
Martin Schady		8,200/26,800
Paul W. A. Severin		18,100/30,200
Jeffery A. Snow		33,500/29,000
Michael Agnew		16,000/14,900
Richard L. Burdett		—/5,500
Denis Couture		8,000/12,400
John M. Doyle		7,000/17,500
Allen G. Hayward		16,100/39,100
Olle Johansson		50,300/32,700
André Joron		3,300/17,600
Robert Telewiak		51,100/22,400

The following directors and officers of the Corporation hold Deferred Share Units pursuant to Falconbridge's Management Deferred Share Unit Plan:

Name		Deferred Share Units
Alex G. Balogh		2,179
G. Edmund King		2,179
Neville W. Kirchmann		5,620
Mary A. Mogford		3,865
David H. Race		3,400
Aaron W. Regent		20,688
James D. Wallace		5,346
Peter Kukielski		3,705
Martin Schady		2,881

PRINCIPAL HOLDERS OF SECURITIES OF THE CORPORATION

To the knowledge of the directors and senior officers of the Corporation, after reasonable inquiry, the only persons holding more than 10% of any class of equity securities of the Corporation and the number, designation and percentage of outstanding securities of the Corporation owned or over which control or direction is exercised by them, are as set forth below:

Name		Number of Falconbridge Shares		Percentage of Falconbridge Shares
Noranda Inc.		105,259,100		58.8

ACCEPTANCE OF THE OFFER BY DIRECTORS AND OFFICERS OF THE CORPORATION

Each of the directors and senior officers of the Corporation has indicated that as of the date hereof he or she intends to accept the Offer in respect of any Falconbridge Shares that are currently owned, directly or indirectly, by such person or over which such person exercised control or direction.

TRADING IN SECURITIES OF THE CORPORATION

None of the Corporation or any of its directors or senior officers or, to the knowledge of the directors and officers of the Corporation, after reasonable enquiry, any associate of any director or officer of the Corporation, or any person or company holding more than 10% of a class of equity securities of the Corporation or any person or company acting jointly or in concert with the Corporation, has traded in securities of the Corporation during the six months preceding the date of the Directors' Circular.

ISSUANCES OF SHARES

No Falconbridge Shares (or securities convertible into Falconbridge Shares) have been issued to the directors or senior officers of the Corporation during the two years preceding the date of the Offer except as set out below.

Name	Date	Nature of Transaction	Number of Securities	Price Per Share ($)
Aaron W. Regent	Feb. 01/05	Option Grant	36,500	30.43
	Feb. 04/04	Option Grant	35,000	30.60
Claude Ferron	Feb. 01/05	Option Grant	20,000	30.43
	Oct. 22/04	Option Grant	5,000	32.00
Joseph Laezza	Feb. 04/04	Option Grant	18,000	30.60
Fernando E. Porcile	Feb. 01/05	Option Grant	12,500	30.43
	Feb. 04/04	Option Grant	9,000	30.60
Sergio Chavez	Feb. 01/05	Option Grant	11,000	30.43
	Feb. 04/04	Option Grant	10,500	30.60
Michael F. Doolan	Feb. 01/05	Option Grant	16,000	30.43
	Feb. 04/04	Option Grant	11,500	30.60
Peter G. J. Kukielski	Feb. 01/05	Option Grant	17,000	30.43
	Feb. 04/04	Option Grant	14,000	30.60
	Jul. 21/03	Option Grant	25,000	18.15
Ian W. Pearce	Feb. 01/05	Option Grant	11,000	30.43
	Feb. 04/04	Option Grant	9,000	30.60
	Jul. 21/03	Option Grant	15,000	18.15
Katherine Rethy	Feb. 01/05	Option Grant	8,500	30.43
	Feb. 04/04	Option Grant	8,000	30.60
Martin Schady	Feb. 01/05	Option Grant	10,000	30.43
	Feb. 04/04	Option Grant	9,000	30.60
Paul W. A. Severin	Feb. 01/05	Option Grant	9,000	30.43
	Feb. 04/04	Option Grant	8,500	30.60
Jeffery A. Snow	Feb. 01/05	Option Grant	8,500	30.43
	Feb. 04/04	Option Grant	8,000	30.60
Michael Agnew	Feb. 01/05	Option Grant	8,500	30.43
	Feb. 04/04	Option Grant	8,000	30.60
Richard L. Burdett	Feb. 01/05	Option Grant	5,500	30.43
Denis Couture	Feb. 01/05	Option Grant	6,500	30.43
	Feb. 04/04	Option Grant	6,000	30.60
John M. Doyle	Feb. 01/05	Option Grant	5,500	30.43
	Feb. 04/04	Option Grant	5,500	30.60

Allen G. Hayward	Feb. 01/05	Option Grant	12,500	30.43
	Feb. 04/04	Option Grant	11,500	30.60
Olle Johansson	Feb. 01/05	Option Grant	11,000	30.43
	Feb. 04/04	Option Grant	10,500	30.60
André Joron	Feb. 01/05	Option Grant	6,500	30.43
	Feb. 04/04	Option Grant	6,000	30.60
Robert Telewiak	Feb. 01/05	Option Grant	6,500	30.43
	Feb. 04/04	Option Grant	6,000	30.60

OWNERSHIP OF SECURITIES OF NORANDA

None of the Corporation, any of its directors or senior officers or, to the knowledge of the directors and officers of the Corporation, after reasonable enquiry, any associate of a director or senior officer of the Corporation, any person or company holding more than 10% of any class of equity securities of the Corporation or any person or company acting jointly or in concert with the Corporation, beneficially owns, directly or indirectly, or exercised control or direction over any outstanding securities of any class of securities of Noranda except:

Name	Number of Noranda Shares Owned or Over Which Control or Direction is Exercised
Alex G. Balogh	5,275	*
Jack L. Cockwell	48,000	*
Robert J. Harding	1,500	*
David W. Kerr	265,215	*
Derek G. Pannell	282,108	*
Claude Ferron	200	*
Michael Agnew	3,088	*
Peter G. J. Kukielski	3,952	*
Katherine Rethy	5,952	*
Martin G. R. Schady	22,447	*
Paul Severin	300	*
Rick Burdett	347	*
Denis Couture	5,000	*
Michael R. Frilegh	872	*
André Joron	307	*
Edward H. Laks	2,987	*
Neville W. Kirchmann	700	*
G. Edmund King	30	*

* Means less than 1%.

Certain of the directors and senior officers of Falconbridge also own options to acquire Noranda Shares which represent, in the aggregate, approximately 34% of the outstanding options to acquire Noranda Shares.

RELATIONSHIPS BETWEEN NORANDA
AND DIRECTORS AND OFFICERS OF THE CORPORATION

Except as otherwise disclosed in the Offer and Circular or in this Director's Circular, no arrangements or agreements (including any arrangements or agreements as to any payment or other benefit to be made or given by way of compensation for loss of office or as to the directors or officers of the Corporation remaining in or retiring from office if the Offer is successful) have been made or are proposed to be made between Noranda and any of the directors or senior officers of the Corporation as a consequence of the Offer.

The following directors and senior officers of the Corporation are also directors or senior officers of Noranda:

Alex G. Balogh	—	Director of Noranda
Jack L. Cockwell	—	Director of Noranda
Robert J. Harding	—	Director of Noranda
David W. Kerr	—	Director of Noranda
Derek G. Pannell	—	President and Chief Executive Officer and Director of Noranda
Peter Kukielski	—	Executive Vice-President, Projects and Aluminum of Noranda
Claude Ferron	—	President, Canadian Copper and Recycling of Noranda
Joe Laezza	—	President, Nickel of Noranda
Fernando Porcile	—	President, South American Copper of Noranda
Ian Pearce	—	Senior Vice-President, Projects and Engineering of Noranda
Katherine Rethy	—	Senior Vice-President, Information Systems, Procurement, Logistics, Enterprise Risk Management and Facilities of Noranda
Martin Schady	—	Senior Vice-President, Business Development of Noranda
Paul Severin	—	Senior Vice-President, Exploration of Noranda
Jeffrey Snow	—	Seniore Vice-President and General Counsel of Noranda

RELATIONSHIPS BETWEEN THE CORPORATION AND ITS DIRECTORS AND OFFICERS

No arrangements or agreements (including any arrangements or agreements as to any payment or other benefit to be made or given by way of compensation for loss of office or as to the directors or officers of the Corporation remaining in or retiring from office if the Offer is successful) have been made or are proposed to be made between the Corporation and any of its directors or senior officers as a consequence of the Offer.

INTEREST OF CERTAIN PERSONS IN MATERIAL CONTRACTS

None of the directors or senior officers of the Corporation nor their respective associates or, to the knowledge of the directors and senior officers of the Corporation, after reasonable enquiry, any person or company who owns more than 10% of any class of equity securities of the Corporation (other than Noranda) has any interest in any material contract to which Noranda is a party.

TREATMENT OF STOCK OPTIONS

The Offer is made only to acquire the Falconbridge Shares. Noranda is not offering to acquire any options ("Options") or other rights to acquire Falconbridge Shares. Holders of exerciseable Options who wish to tender into the Offer must first exercise their Options and then tender the Falconbridge Shares acquired on such exercise. If Noranda takes up and pays for Falconbridge Shares under the Offer, Noranda currently intends to implement a Subsequent Acquisition Transaction (as defined in the Offer and Circular), or take such other action as may be available, so that the holders of Falconbridge Options will, pursuant to the terms thereof, receive Noranda Shares upon the proper exercise of the Falconbridge Options. The number of Noranda Shares so issued and the exercise price will reflect the exchange ratio used in the Offer.

MATERIAL CHANGES IN THE AFFAIRS OF THE CORPORATION

Except as otherwise described in the Offer and Circular or this Directors' Circular, none of the directors or senior officers of the Corporation is aware of any information that indicates any material change in the affairs or prospects of the Corporation since the date of its last published financial statements, being its audited financial statements for the year ended December 31, 2004.

OTHER TRANSACTIONS

There is no transaction, board resolution, agreement in principle or signed contract of the Corporation, other than as described in the Offer and Circular or this Directors' Circular, which has occurred in response to the Offer. No negotiations are underway in response to the Offer which relate to or would result in (i) an extraordinary transaction such as a merger or reorganization involving the Corporation or a subsidiary; (ii) the purchase, sale or transfer of a material amount of assets by the Corporation or a subsidiary; (iii) an issuer bid or other acquisition of securities by the Corporation; or (iv) any material change in the capitalization or dividend policy of the Corporation.

OTHER INFORMATION

Except as otherwise described or referred to in the Offer and Circular, this Directors' Circular, or otherwise publicly disclosed, no other information is known to the directors or senior officers of the Corporation that would reasonably be expected to affect the decision of the holders Falconbridge Shares to accept or reject the Offer.

ISSUER BID

Additional information regarding the terms and conditions of the Issuer Bid and the Noranda Preference Shares can be found in the offer to exchange and issuer bid circular of Noranda dated the date hereof. A copy of the offer to exchange and issuer bid circular can be found at www.sedar.com. The Board of Directors does not assume any responsibility for the accuracy or completeness of the information in such document.

STATUTORY RIGHT OF ACTION FOR DAMAGES

Securities legislation in certain of the provinces and territories of Canada provides shareholders of the Corporation with, in addition to any other rights they may have at law, a right of action for damages if there is a misrepresentation in a circular or notice that is required to be delivered to them. However, such rights must be exercised within prescribed time limits. Shareholders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult with a legal advisor. Such rights are in addition to and without derogation from any other rights such shareholder may have.

APPROVAL AND CERTIFICATE

DATED: March 24, 2005

The contents of this Directors' Circular have been approved, and the delivery thereof has been authorized, by the Board of Directors. The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made. The foregoing does not contain any misrepresentation likely to affect the value or the market price of the securities subject to the Offer.

On behalf of the Board of Directors

(Signed)JAMES D. WALLACE
Director

(Signed)G. EDMUND KING
Director

CONSENT

To:	The Board of Directors of Falconbridge Limited

We hereby consent to the reference to the valuation and fairness opinion of our firm dated March 8, 2005, which we prepared for the Special Committee of the Board of Directors of Falconbridge Limited in connection with its consideration of the proposed offer by Noranda Inc. for all of the common shares of Falconbridge Limited not already owned by Noranda and its affiliates. We consent to the filing of the formal valuation and fairness opinion with the Ontario Securities Commission and the inclusion of a summary of the formal valuation and fairness opinion and the text of the formal valuation and fairness opinion in this document.

		(Signed)TD SECURITIES INC.
Toronto, Ontario
March 24, 2005

SCHEDULE "A"
VALUATION AND FAIRNESS OPINION


		TD Securities Inc. TD Tower 66 Wellington Street West, 8^th Floor Toronto, Ontario M5K 1A2

March 8, 2005

The Special Committee of the Board of Directors
Falconbridge Limited
Suite 200
181 Bay Street
Toronto, Ontario
M5J 2T3

To the Special Committee:

TD Securities Inc. ("TD Securities") understands that Falconbridge Limited ("Falconbridge") has entered into a support agreement dated March 8, 2005 (the "Support Agreement") with Noranda Inc. ("Noranda" or the "Offeror") pursuant to which Noranda has agreed to make an offer (the "Offer") to acquire all of the outstanding common shares of Falconbridge ("Falconbridge Shares") not already owned by Noranda or its affiliates. TD Securities understands that Noranda and its affiliates currently own approximately 59% of the issued and outstanding Falconbridge Shares. TD Securities further understands that the consideration under the Offer (the "Consideration") is 1.77 (the "Exchange Ratio") common shares of Noranda for each Falconbridge Share. The specific terms and conditions of the Offer are to be described in the offer to purchase and take-over bid circular (the "Noranda Circular") which is to be mailed to holders of the Falconbridge Shares in connection with the Offer.

TD Securities also understands that Noranda has also agreed to proceed with a share exchange issuer bid (the "Issuer Bid") pursuant to which Noranda will offer to purchase up to approximately 63.4 million of its common shares in exchange for three series of junior preferred shares of Noranda with an aggregate stated value of US$1.25 billion. Brascan Corporation ("Brascan") currently holds directly and indirectly approximately 41% of the common shares of Noranda. TD Securities understands that Brascan has entered into a lock-up agreement with Noranda pursuant to which, subject to the satisfaction of certain conditions, Brascan has agreed to deposit all of the Noranda common shares owned by Brascan and its subsidiaries to the Issuer Bid.

TD Securities also understands that a committee (the "Special Committee") of members of the board of directors (the "Board") of Falconbridge who are independent of Brascan, Noranda and Falconbridge management has been constituted to consider the Offer and make recommendations thereon to the Board. TD Securities understands that the Offer is an "insider bid" within the meaning of Ontario Securities Commission Rule 61-501 and Policy Statement No. Q-27 of the Autorité des marchés financiers du Québec (collectively, the "Policies"). The Special Committee has retained TD Securities to provide financial advice and assistance to the Special Committee in evaluating the Offer, including the preparation and delivery to the Special Committee of a formal valuation of the Falconbridge Shares and the Consideration (individually the "Valuation", or collectively as the context requires, the "Valuations") in accordance with the requirements of the Policies and its opinion as to the fairness (the "Fairness Opinion") of the Consideration, from a financial point of view, to the holders of Falconbridge Shares other than Noranda and its affiliates (the "Minority Shareholders").

ENGAGEMENT OF TD SECURITIES BY THE BOARD OF DIRECTORS

TD Securities was first contacted by Falconbridge on January 24, 2005, and was engaged by the Special Committee pursuant to an engagement agreement (the "Engagement Agreement") dated February 2, 2005. On March 8, 2005, at the request of the Special Committee, TD Securities orally delivered the substance of the Valuations and Fairness Opinion. The Valuations and Fairness Opinion contained herein provide the same

opinion, in writing, as of March 8, 2005. The terms of the Engagement Agreement provide that TD Securities will receive a fee of $1,500,000 for its services and is to be reimbursed for its reasonable out-of-pocket expenses. In addition, Falconbridge has agreed to indemnify TD Securities, in certain circumstances, against certain expenses, losses, claims, actions, damages and liabilities incurred in connection with the provision of its services. The fee payable to TD Securities is not contingent in whole or in part on the outcome of the Offer and related transactions described in the Noranda Circular or on the conclusions reached in the Valuations or the Fairness Opinion.

Subject to the terms of the Engagement Agreement, TD Securities consents to the inclusion of the Valuations and Fairness Opinion, with a summary thereof in a form acceptable to TD Securities, in the Noranda Circular and the directors' circular (the "Directors Circular") which will be mailed to Falconbridge shareholders in connection with the Offer, and to the filing thereof by Falconbridge and Noranda with the applicable Canadian securities regulatory authorities.

CREDENTIALS OF TD SECURITIES

TD Securities is an investment banking firm with operations in a broad range of investment banking activities, including corporate and government finance, mergers and acquisitions, equity and fixed income sales and trading, investment management and investment research. TD Securities has participated in a significant number of transactions involving public and private companies and has extensive experience in preparing valuations and fairness opinions.

The Valuations and Fairness Opinion are the opinions of TD Securities and their form and content have been approved by a committee of senior investment banking professionals of TD Securities, each of whom is experienced in merger, acquisition, divestiture, valuation and fairness opinion matters. The Valuations and Fairness Opinion have been prepared in accordance with the Disclosure Standards for Formal Valuations and Fairness Opinions of the Investment Dealers Association of Canada (the "IDA") but the IDA has not been involved in the preparation or review of the Valuations and Fairness Opinion.

INDEPENDENCE OF TD SECURITIES

Neither TD Securities nor any of its affiliated entities (as such term is defined for the purposes of the Policies):

1.: is an associated or affiliated entity or issuer insider (as such terms are defined for the purposes of the Policies) of Falconbridge, Noranda or Brascan or their respective associates or affiliates (as such terms are defined for the purposes of the Policies) (collectively, the "Interested Parties");
2.: is an advisor to any of the Interested Parties with respect to the Offer or any of the related transactions as described in the Noranda Circular (except as financial advisor to the Special Committee);
3.: is a manager or co-manager of a soliciting dealer group formed in respect of the Offer or any of the related transactions as described in the Noranda Circular; or
4.: has a financial incentive in respect of the conclusions reached in the Valuations and Fairness Opinion or has a material financial interest in the completion of the Offer or any of the related transactions as described in the Noranda Circular.

During the 24 months preceding the engagement by the Independent Committee, TD Securities has provided various financial advisory services in connection with unrelated transactions, and has participated in various other securities offerings and financial transactions involving certain of the Interested Parties. The Toronto-Dominion Bank ("TD Bank"), the parent company of TD Securities, is a lender pursuant to certain credit facilities involving Noranda, Brascan and other Interested Parties.

TD Securities acts as a trader and dealer, both as principal and agent, in major financial markets and, as such, may have and may in the future have positions in the securities of any Interested Party and, from time to time, may have executed or may execute transactions on behalf of such companies or other clients for which it may have received or may receive compensation. As an investment dealer, TD Securities conducts research on securities and may, in the ordinary course of its business, provide research reports and investment advice to its

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clients on investment matters, including matters with respect to the Offer, Falconbridge, Noranda, Brascan, or other Interested Parties.

The fees paid to TD Securities in connection with the mandates outlined above, together with the fees payable to TD Securities pursuant to the Engagement Agreement, are not financially material to TD Securities. No understandings or agreements exist between TD Securities and Falconbridge, Noranda, Brascan or any Interested Party with respect to future financial advisory or investment banking business. TD Securities may in the future, in the ordinary course of its business, perform financial advisory or investment banking services for Falconbridge, Noranda, Brascan or any Interested Party, and TD Bank may provide banking services to Falconbridge, Noranda, Brascan or any Interested Party.

SCOPE OF REVIEW

In connection with the Valuations and Fairness Opinion, TD Securities reviewed and relied upon (without attempting to verify independently the completeness or accuracy of) or carried out, among other things, the following:

1.: draft Support Agreement dated March 7, 2005;
2.: draft terms of the junior preferred shares of Noranda to be issued in connection with the Issuer Bid and discussions with senior management of Noranda regarding the financial impact to Noranda of the junior preferred shares;
3.: January 2005 presentation document by Noranda to the Board outlining a proposal for a transaction between Noranda and Falconbridge and a Noranda issuer bid;
4.: unaudited financial statements for Falconbridge and Noranda as at and for the year ended December 31, 2004;
5.: audited financial statements for Falconbridge and Noranda as at and for the years ended December 31, 2001, 2002, and 2003;
6.: annual reports, annual information forms and management information circulars for Falconbridge and Noranda for the years ended December 31, 2001, 2002, and 2003;
7.: press releases and other regulatory filings made by Falconbridge and Noranda during the past three years;
8.: management-prepared operating and financial projections for each of the primary assets of Falconbridge and Noranda;
9.: review of extensive due diligence files contained in a data room prepared by Falconbridge and Noranda including such items as internal management presentations, detailed tax disclosure, engineering reports, loan documents, and material contracts;
10.: minutes of the meetings of the Boards of Directors and selected committees of Falconbridge and Noranda;
11.: detailed discussions with management of Falconbridge and Noranda regarding the primary assets and operations of each of Falconbridge and Noranda, and other issues deemed relevant;
12.: due diligence session with senior management of Falconbridge and Noranda;
13.: discussions with Falconbridge's and Noranda's legal counsel;
14.: discussions with legal counsel to the Special Committee;
15.: discussions with the auditors of Falconbridge;
16.: meetings and discussions with the Special Committee;
17.: various research publications prepared by equity research analysts, industry sources, and credit rating agencies regarding Falconbridge and Noranda, the base metals industry and other public companies, as TD Securities deemed relevant;

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18.: public information relating to the business, operations, financial performance and stock trading history of Falconbridge and Noranda, and other selected public companies, as TD Securities considered relevant;
19.: public information with respect to certain other transactions of a comparable nature, as TD Securities considered relevant; and
20.: such other corporate, industry, and financial market information, investigations and analyses as TD Securities considered necessary or appropriate in the circumstances.

TD Securities has not, to the best of its knowledge, been denied access by Falconbridge or Noranda to any information requested by TD Securities. As the auditors of Noranda declined to permit TD Securities to rely upon information provided by them as a part of any due diligence review, TD Securities did not meet with the auditors of Noranda and has assumed the accuracy and fair presentation of and relied upon the audited consolidated financial statements of Noranda and the reports of the auditors thereon.

PRIOR VALUATIONS

Falconbridge and Noranda have represented to TD Securities that there have been no independent appraisals or prior valuations (as defined in the Policies) of all or a material part of the properties or assets owned by, or the securities of, Falconbridge or Noranda or any of their respective subsidiaries made in the preceding 24 months and in the possession or control of Falconbridge or Noranda other than those which have been provided to TD Securities or, in the case of valuations or independent appraisals known to Falconbridge or Noranda which they do not have within their possession or control, notice of which has not been given to TD Securities. No such independent appraisals or prior valuations were provided to TD Securities and no such notice has been given to TD Securities.

GENERAL ASSUMPTIONS AND LIMITATIONS

With the Special Committee's acknowledgement and agreement as provided for in the Engagement Agreement, TD Securities has relied upon the accuracy and completeness of all data and other information obtained by it from public sources or provided to it by Falconbridge and Noranda, and their personnel, advisors, or otherwise, including the certificates identified below (collectively, the "Information"). The Valuations and Fairness Opinion are conditional upon such accuracy and completeness. Subject to the exercise of professional judgment, and except as expressly described herein, TD Securities has not attempted to verify independently the accuracy or completeness of any of the Information.

With respect to the budgets, forecasts, projections or estimates provided to TD Securities and used in its analyses, TD Securities notes that projecting future results is inherently subject to uncertainty. TD Securities has assumed, however, that such budgets, forecasts, projections and estimates were prepared using the assumptions identified therein which, in the opinion of Falconbridge and Noranda, are (or were at the time of preparation and continue to be) reasonable in the circumstances.

Senior officers of Falconbridge and Noranda have represented to TD Securities in certificates dated March 8, 2005, among other things, that to the best of their knowledge, information and belief after due inquiry (as it relates to Falconbridge in the case of representations by senior officers of Falconbridge and Noranda in the case of representations by senior officers of Noranda): (i) Falconbridge and Noranda have no information or knowledge of any facts public or otherwise not specifically provided to TD Securities relating to Falconbridge or Noranda, or any of their subsidiaries or their respective assets, liabilities, affairs, prospects or condition (financial or otherwise) which would reasonably be expected to affect materially the Valuations and/or the Fairness Opinion to be given by TD Securities; (ii) with the exception of forecasts, projections or estimates referred to in paragraph (iv) below, the information and data provided to TD Securities by or on behalf of Falconbridge and Noranda in respect of Noranda, Falconbridge, and their subsidiaries or their respective assets, liabilities, affairs, prospects or condition (financial or otherwise) in connection with the Offer is or, in the case of historical information and data, was at the date of preparation, true and accurate in all material respects and no additional material, data or information would be required to make the information and data provided to TD Securities not misleading in the light of circumstances in which it was provided; (iii) to the extent that any of

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the information and data identified in paragraph (ii) above is historical, there have been no changes in any material facts or new material facts since the respective dates thereof which have not been disclosed to TD Securities by Falconbridge and/or Noranda; (iv) any portions of the information and data provided to TD Securities which constitute forecasts, projections or estimates were prepared using the assumptions identified therein, which, in the reasonable opinion of Falconbridge or Noranda, are (or were at the time of preparation and continue to be) reasonable in the circumstances; (v) there have been no independent appraisals or prior valuations (as defined in the Policies) of all or a material part of the properties and assets owned by, or the securities of, Falconbridge, Noranda, or any of their subsidiaries made in the preceding 24 months and in the possession or control of Falconbridge or Noranda other than those which have been provided to TD Securities or, in the case of valuations or independent appraisals known to Falconbridge or Noranda which they do not have within their possession or control, notice of which has not been given to TD Securities; (vi) there have been no offers for or proposed transactions involving all or a material part of the properties and assets owned by, or the securities of, Falconbridge, Noranda, or any of their subsidiaries made in the preceding 24 months which have not been disclosed to TD Securities; (vii) Falconbridge has complied in all material respects with the letter agreement between TD Securities and Falconbridge dated February 2, 2005, including the terms and conditions of Schedule A thereto; (viii) there is no plan or proposal by Falconbridge or Noranda for any material change (as defined in the Securities Act (Ontario)) in the assets, liabilities, affairs, prospects or condition (financial or otherwise) of Falconbridge, Noranda, or any of their subsidiaries which has not been disclosed to TD Securities; and (ix) Falconbridge and Noranda have no knowledge of any material non-public information concerning the securities of Falconbridge, Noranda, or the assets, liabilities, affairs, prospects or condition (financial or otherwise) of Falconbridge, Noranda, and their subsidiaries, considered on a consolidated basis, that has not been generally disclosed, except such information that has been disclosed to TD Securities by Falconbridge or Noranda.

In preparing the Valuations and Fairness Opinion, TD Securities has made several assumptions, including that all final versions of documents will conform in all material respects to the drafts provided to TD Securities, conditions precedent to the completion of the Offer and Issuer Bid can be satisfied in due course, all consents, permissions, exemptions or orders of relevant regulatory authorities will be obtained, without adverse condition or qualification, the procedures being followed to implement the Offer are valid and effective, the Noranda Circular and Directors' Circular will be distributed to the shareholders of Falconbridge in accordance with the applicable laws, and the disclosure in the Noranda Circular and Directors' Circular will be accurate in all material respects and will comply, in all material respects, with the requirements of all applicable laws. In its analysis in connection with the preparation of the Valuations and the Fairness Opinion, TD Securities made numerous assumptions with respect to industry performance, general business and economic conditions, and other matters, many of which are beyond the control of TD Securities, Falconbridge, or Noranda.

In preparing the Valuations and Fairness Opinion, TD Securities assumed that the Offer will result in Noranda acquiring 100% of the Falconbridge Shares held by the Minority Shareholders. TD Securities further assumed that the Issuer Bid will be fully subscribed. For the purposes of the letter, we refer to the new company that results from completion of the Issuer Bid and the Offer that satisfies these assumptions as "NorandaFalconbridge".

The Valuations and Fairness Opinion are conditional upon all of TD Securities' assumptions being correct and there being no "misrepresentation" (as defined in the Policies) in any Information.

The Valuations and Fairness Opinion have been provided for the use of the Special Committee and are not intended to be, and do not constitute, a recommendation that any holders of Falconbridge Shares tender to the Offer. The Valuations and Fairness Opinion may not be used by any other person or relied upon by any other person other than the Special Committee and the Board without the express prior written consent of TD Securities. The Valuations and Fairness Opinion are rendered as of March 8, 2005, on the basis of securities markets, economic and general business and financial conditions prevailing on that date and the condition and prospects, financial and otherwise, of Falconbridge, Noranda, and their respective subsidiaries and affiliates as they were reflected in the Information provided to TD Securities. Any changes therein may affect the Valuations and Fairness Opinion and, although TD Securities reserves the right to change or withdraw the Valuations and Fairness Opinion in such event, it disclaims any undertaking or obligation to advise any person of any such

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change that may come to its attention, or update the Valuations and Fairness Opinion after such date. In preparing the Valuations and Fairness Opinion TD Securities was not authorized to solicit, and did not solicit, interest from any other party with respect to the acquisition of Falconbridge Shares or other securities of Falconbridge, or any business combination or other extraordinary transaction involving Falconbridge, nor did TD Securities negotiate with any party in connection with any such transaction involving Falconbridge.

The preparation of a valuation and fairness opinion is a complex process and is not necessarily amenable to partial analysis or summary description. TD Securities believes that its analyses must be considered as a whole and that selecting portions of the analyses or the factors considered by it, without considering all factors and analyses together, could create an incomplete view of the process underlying the Valuations and Fairness Opinion. Accordingly, the Valuations and Fairness Opinion should be read in their entirety.

OVERVIEW OF FALCONBRIDGE

Falconbridge is an integrated base metals company engaged in the exploration, development, mining, processing and marketing of metals and minerals. Falconbridge has mining and mineral processing facilities in Canada, Norway, the Dominican Republic and Chile. Falconbridge is the third-largest producer of refined nickel in the world in addition to being a significant producer of copper, zinc and cobalt. Falconbridge also produces silver, gold, platinum group metals, cadmium, indium and sulphuric acid. The major assets of Falconbridge are described below (percentages in parenthesis indicate Falconbridge's interest in each asset, if less than 100%).

Integrated Nickel Operations ("INO")

Falconbridge operates four underground nickel/copper mines in the Sudbury, Ontario area: the Craig, Fraser, Lindsley and Lockerby mines. The ore from the Sudbury mines is crushed and ground at Falconbridge's Strathcona mill to produce nickel/copper concentrate and copper concentrate. The nickel/copper concentrate is delivered to Falconbridge's Sudbury smelter and the copper concentrate is delivered to Falconbridge's Kidd Creek mineral processing facilities.

Falconbridge has begun an underground development program for Nickel Rim South, which is in close proximity to its existing Sudbury projects. Inferred mineral resources at December 31, 2004 were 13.4 million tonnes of 1.8% nickel, 3.3% copper and significant palladium and platinum.

The Montcalm nickel mine, near Timmins, Ontario, was completed in December 2004 and is now running at full capacity. Montcalm is expected to produce at least 9,000 tonnes of nickel in 2005.

The Raglan nickel property is located just south of the northern tip of Québec. Its facilities consist of an underground mine, open pit mines, a concentrator, power plant, accommodation and administrative buildings, fresh water supply and fuel storage tanks. Raglan produced approximately 26,600 tonnes of nickel in concentrate in 2004 and is proceeding with an expansion program that is expected to increase annual nickel production by approximately 5,000 tonnes.

The Sudbury smelter receives concentrates from Falconbridge's Sudbury properties, Montcalm and Raglan. It has a capacity to produce 130,000 tonnes of matte per year which is transported by rail and sea to Falconbridge's Nikkelverk refinery for further processing.

The Nikkelverk refinery is located in Norway. It processes the matte produced by the Sudbury smelter as well as custom feed from other sources. The refinery has an annual capacity of approximately 85,000 tonnes of nickel, 39,000 tonnes of copper and 4,600 tonnes of cobalt.

Kidd Creek

The Kidd Creek copper/zinc orebody is located in Timmins, Ontario. The mine produced approximately 41,000 tonnes of copper and 88,000 tonnes of zinc in concentrate in 2004. The ore is transported by a Falconbridge-owned railway to Kidd's mineral processing facilities located 27 kilometres southeast of the minesite. These facilities include a concentrator, copper smelter (ability to produce 150,000 tonnes of blister copper per year) and refinery (ability to produce 147,000 tonnes of copper cathode per year) and a zinc plant (ability to produce 147,000 tonnes of zinc per year).

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Falcondo (85.26%)

Falconbridge mines and processes nickel laterite ore at Falcondo located in the Dominican Republic. Mining is carried out from the surface using bulldozers, loaders and trucks. The ore is milled, smelted and refined onsite to produce ferronickel. The facilities include a metallurgical treatment plant, a crude oil processor and a 200 megawatt thermal power plant. The operations use a significant volume of crude oil which is transported to Falcondo through a 70 kilometre pipeline from the coast.

Collahuasi (44%)

The Collahuasi copper mine is located in northern Chile. Collahuasi mines and mills copper sulphide ores into concentrate and leaches copper oxide ores to produce cathodes. Collahuasi is the world's fourth largest copper producer and has extensive reserves and resources of over 4 billion tonnes of copper ore. Falconbridge's partners are Anglo American plc and a Japanese consortium which hold interests of 44% and 12%, respectively.

Lomas Bayas

Lomas Bayas currently operates one open pit copper mine. Heap leach grade ore is crushed, placed on leach pads and then treated with solutions containing sulphuric acid to recover the copper. Copper cathode is transported by truck and rail to the coast for shipping overseas.

Koniambo (49%)

Koniambo is a ferronickel project in New Caledonia and is one of the world's largest and highest grade nickel laterite deposits. At a 1.5% nickel cut-off grade, the deposit contains measured plus indicated resources totaling 142.1 million tonnes at 2.13% nickel in addition to inferred resources of 156 million tonnes at 2.2% nickel. A bankable feasibility study was recently completed which will allow Falconbridge to proceed with finalizing the financing structure for the project if it so chooses.

Ore Reserves and Mineral Resources

Below are the estimated proven and probable reserves of Falconbridge's largest operating mines as of December 31, 2004, shown on a 100% basis.

Nickel Mines	Tonnes (000's)	Nickel (%)	Copper (%)
Sudbury	11,864	1.20	1.33
Raglan	15,652	2.82	0.78
Montcalm	4,886	1.51	0.73
Falcondo	57,403	1.21	—

Copper Mines	Tonnes (000's)	Copper (%)	Zinc (%)	Silver (g/t)
Kidd Creek	18,066	1.80	6.03	58
Lomas Bayas	342,701	0.34	—	—
Collahuasi	1,849,605	0.90	—	—

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Historical Financial Results

The following tables summarize Falconbridge's financial results for the last five years:

	Year Ended December 31,
Income and Cash Flow⁽¹⁾	2004		2003		2002		2001		2000
	(US$ millions, except per-share amounts)
Revenues	$	3,070	$	2,083	$	1,525	$	1,385	$	1,757
EBITDA		1,243		550		308		231		560
EBIT		969		301		78		24		368
Net Earnings		672		191		50		17		254
Earnings per Share		3.71		1.03		0.24		0.05		1.39
Capital Expenditures		573		370		234		225		168
Cash Flow from Operations		968		444		228		230		446
Cash Flow per Share		5.39		2.48		1.93		1.30		2.52

	Year Ended December 31,
Balance Sheet Data⁽¹⁾	Year Ended December 31,
Balance Sheet Data⁽¹⁾	2004		2003		2002		2001		2000
	(US$ millions, except per-share amounts)
Working Capital	$	943	$	649	$	443	$	356	$	470
Total Assets		5,118		4,172		3,398		3,293		3,307
Liabilities and Minority Interest		2,555		2,234		1,882		1,794		1,681
Shareholders' Equity		2,563		1,938		1,516		1,499		1,625

(1): Based on the 2004 unaudited financial statements and five-year review in the 2003 Falconbridge annual report.

Falconbridge Shares Trading Information

The Falconbridge Shares are listed on the Toronto Stock Exchange (the "TSX") under the symbol FL. The following table sets forth, for the periods indicated, the high and low closing prices quoted and the volume traded on the TSX:

	TSX
	Closing Price (C$)		Volume
Period	Closing Price (C$)		Volume
Period	High	Low	(000's)
January 2004	35.70	29.45	16,725,911
February 2004	36.00	29.65	16,635,816
March 2004	37.01	32.60	11,836,594
April 2004	35.25	29.00	9,755,812
May 2004	31.60	28.35	12,471,411
June 2004	33.85	30.10	10,970,089
July 2004	33.63	29.60	7,066,607
August 2004	31.90	28.35	6,755,359
September 2004	33.85	30.45	8,384,642
October 2004	34.15	30.65	8,873,128
November 2004	31.75	29.60	6,334,241
December 2004	31.10	28.35	7,493,513
January 2005	30.80	28.45	9,661,664
February 2005	36.10	31.89	11,205,025
March 1, 2005, to March 7, 2005	36.85	34.88	2,878,581

January 1, 2004, to March 7, 2005	37.01	28.35	147,048,393

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Certain details of the Offer were announced prior to the commencement of trading on March 9, 2005. Trading in Falconbridge Shares was halted on the TSX in the afternoon of March 8, 2005, due to possible speculation in the market of a transaction as evidenced by a significant share price increases and large trading volumes in Falconbridge Shares and Noranda common shares. The closing prices of the Falconbridge Shares on the TSX on March 8, 2005 and March 7, 2005, were C$39.15 and C$36.85, respectively.

OVERVIEW OF NORANDA

Noranda is an integrated base metals company engaged in the exploration, development, mining, processing and marketing of metals and minerals. Noranda is engaged primarily in the production of copper, zinc, primary and fabricated aluminum, lead, silver, gold, sulphuric acid and cobalt. Through its approximately 59% ownership of Falconbridge, Noranda has substantial indirect interests in the production of nickel, among other metals and minerals.

A detailed description of Falconbridge's operations is presented earlier in this letter. The balance of this section reviews Noranda's other major assets (percentages in parenthesis indicate Noranda's interest in each asset, if less than 100%).

Antamina (33.75%)

The Antamina deposit is located in Peru and is one of the largest copper/zinc orebodies in the world, with a milling rate of 70,000 tonnes per day. Other owners of Antamina include BHP Billiton plc (33.75%), Teck Cominco Limited (22.5%) and Mitsubishi Corporation (10%). Noranda also has a 1.65% net proceeds interest ("NPI") in Antamina which was obtained as part of a transaction with Inmet Mining Corporation in July 2003.

Altonorte

Altonorte is a copper smelter located in northern Chile. Its annual capacity is 290,000 tonnes of copper anode and 700,000 tonnes of sulphuric acid. Altonorte processes copper concentrate from third-party mines located mainly in Chile.

Horne / CCR

The Horne copper smelter is located in Rouyn-Noranda, Quebec. The Horne's feed is primarily sourced from third-parties and to a lesser extent from Antamina and Collahuasi. The CCR refinery processes copper anodes from the Horne and Altonorte smelters and other unrefined copper and precious metals from Noranda and third-party sources.

Zinc Operations

Noranda produces zinc and copper concentrates at its mines and processes zinc concentrate at the CEZ refinery owned by Noranda Income Fund (25% owned by Noranda). The zinc business unit also produces lead concentrates at the Brunswick mine (which is the third largest zinc mine in the world) and procures and processes lead/silver concentrates and residues at the Brunswick smelter.

Aluminum Operations

Noranda acquired interests in bauxite mining assets in Jamaica and an alumina refinery in Gramercy, Louisiana in October 2004. Together with Noranda's existing aluminum assets at the time, this created a fully-integrated aluminum business.

Noranda operates an aluminum reduction smelter in New Madrid, Missouri with capacity of 250,000 tonnes annually. The smelter receives substantially all of its alumina requirements from the Gramercy alumina refinery. Both operations are located on the Mississippi River which facilitates transportation.

Through wholly owned Norandal USA, Inc. ("Norandal"), Noranda is the second largest producer of aluminum foil products in the U.S. Norandal operates four aluminum rolling mills in North Carolina, Arkansas

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and Tennessee. Norandal's operations purchase the majority of their primary metal requirements from third-parties.

Other Operations

Noranda has significant development properties located in Argentina (El Pachón, copper), Chile (El Morro, copper porphyry deposit), Australia (Lady Loretta, zinc; Lennard Shelf, zinc restart), Papua New Guinea (Nena / Frieda, copper/gold) and Canada (Perseverance, zinc/copper). These projects are at various stages of development.

Noranda participates in the magnesium business through its 80% ownership of Magnola Metallurgy Inc. ("Magnola"). Noranda shut down the plant indefinitely in January 2003 due to structural changes in the magnesium market. Magnesium now sells for below the cash production costs of Magnola due to significant low-cost Chinese production.

Ore Reserves and Mineral Resources

Below are the estimated proven and probable reserves of Noranda's largest operating mines as of December 31, 2004 shown on a 100% basis:

Copper Mines		Tonnes (000's)		Copper (%)		Zinc (%)
Antamina		468,000		1.22		0.97

Zinc Mines		Tonnes (000's)		Zinc (%)		Copper (%)		Lead (%)		Silver (g/t)
Brunswick		17,435		8.93		0.34		3.62		104.8

Historical Financial Results

The following tables summarize Noranda's financial results for the last five years:

	Year Ended December 31,
Income and Cash Flow⁽¹⁾	Year Ended December 31,
Income and Cash Flow⁽¹⁾	2004		2003		2002			2001⁽²⁾			2000⁽²⁾
	(US$ millions, except per-share amounts)
Revenues	$	6,978	$	4,657	$	3,873		$	3,978		$	4,650
EBITDA		1,766		778		497			541			1,272
EBIT		1,267		288		7			(71	)		752
Net Earnings (Loss)		551		23		(447	)		(60	)		195
Earnings (Loss) per Share		1.78		—		(1.93	)		(0.33	)		0.77
Capital Expenditures		666		489		528			868			886
Cash Flow from Operations		1,191		413		380			243			614
Cash Flow per Share		4.01		1.40		1.58			1.02			2.58

	Year Ended December 31,
Balance Sheet Data⁽¹⁾	Year Ended December 31,
Balance Sheet Data⁽¹⁾	2004		2003		2002		2001⁽²⁾		2000⁽²⁾
	(US$ millions, except per-share amounts)
Working Capital	$	1,443	$	1,057	$	610	$	552	$	1,219
Total Assets		9,611		8,328		7,102		12,141		11,778
Liabilities and Minority Interest		6,552		5,731		5,244		8,344		7,684
Shareholders' Equity		3,059		2,597		1,858		3,797		4,094

(1): 2004 and 2003 are based on the 2004 unaudited financial statements. 2002, 2001 and 2000 are based on the five-year review disclosed in the 2003 Noranda annual report and the financial statements for 2002 and 2001.
(2): The following items were taken from the 2002 and 2001 financial statements and were not restated to conform with the 2003 presentation of financial results: EBITDA, EBIT, Total Assets, Liabilities and Minority Interest, and Shareholders' Equity.

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Noranda Shares Trading Information

Noranda's common shares are listed on the TSX and New York Stock Exchange (the "NYSE") under the symbol NRD. The following table sets forth, for the periods indicated, the high and low closing prices quoted and the volume traded on the TSX and NYSE:

	TSX			NYSE
	Closing Price (C$)		Volume	Closing Price (US$)		Volume
Period	Closing Price (C$)		Volume	Closing Price (US$)		Volume
Period	High	Low	(000's)	High	Low	(000's)
January 2004	21.55	18.80	32,583,828	16.95	14.21	2,367,600
February 2004	21.91	19.22	24,295,140	16.45	14.44	1,672,800
March 2004	23.64	21.70	33,218,996	18.06	16.30	2,402,900
April 2004	24.50	19.25	20,002,589	18.70	14.15	2,272,900
May 2004	23.10	19.68	20,351,677	16.80	14.16	2,043,300
June 2004	24.20	20.75	37,574,057	17.80	15.12	2,700,500
July 2004	24.24	22.28	25,907,775	18.46	16.84	2,256,800
August 2004	22.24	20.77	12,864,958	16.99	15.80	1,669,800
September 2004	22.60	21.60	21,396,325	17.61	16.63	1,984,800
October 2004	22.10	20.23	28,109,420	17.51	16.24	1,666,400
November 2004	21.30	20.50	27,863,239	18.16	16.85	2,542,500
December 2004	21.35	20.20	12,835,825	17.98	16.55	2,517,700
January 2005	20.95	19.83	12,168,573	17.34	16.27	1,962,600
February 2005	23.38	21.30	23,034,096	18.90	16.98	2,947,300
March 1, 2005, to March 7, 2005	23.11	22.76	3,908,157	18.86	18.35	841,300

January 1, 2004, to March 7, 2005	24.50	18.80	336,114,655	18.90	14.15	31,849,200

Certain details of the Offer were announced prior to the commencement of trading on March 9, 2005. Trading in Noranda common shares was halted on the TSX and NYSE in the afternoon of March 8, 2005, due to possible speculation in the market of a transaction as evidenced by significant share price moves and large trading volumes in Noranda common shares and Falconbridge Shares. The closing prices of Noranda common shares on the TSX on March 8, 2005 and March 7, 2005, were C$23.30 and C$22.81, respectively. The closing prices of Noranda common shares on the NYSE on March 8, 2005 and March 7, 2005, were US$19.25 and US$18.60, respectively.

APPROACH TO VALUE

The Valuations are based upon techniques and assumptions that TD Securities considers appropriate in the circumstances for the purposes of arriving at an opinion as to the range of fair market values of the Falconbridge Shares and the range of fair market values of the Consideration. The Policies require that a formal valuation include a valuation of any non-cash consideration being offered as part of the Offer, except in certain circumstances outlined in the Policies. TD Securities has therefore determined the fair market value of the Consideration as part of the Valuations.

The net asset values ("NAVs") of Falconbridge and the Consideration have also been derived by TD Securities and are presented herein to allow the Minority Shareholders to compare the NAV of the Falconbridge Shares to the NAV of the Consideration.

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DEFINITION OF FAIR MARKET VALUE

For purposes of the Valuations, fair market value is defined as the monetary consideration that, in an open and unrestricted market, a prudent and informed buyer would pay a prudent and informed seller, each acting at arm's length with the other and under no compulsion to act. TD Securities has made no downward adjustment to the fair market value of the Falconbridge Shares to reflect the liquidity of the Falconbridge Shares or the fact that the Falconbridge Shares held by individual holders do not form part of a controlling interest.

Similarly, TD Securities has made no downward adjustment to the fair market value of the Consideration to reflect the liquidity of the Consideration or the fact that the Consideration received by individual holders of Falconbridge Shares does not form part of a controlling interest.

VALUATION METHODOLOGIES

In determining the fair market value of the Falconbridge Shares and the Consideration, TD Securities relied primarily on the comparable precedent transactions approach. As a secondary methodology, TD Securities considered the comparable trading approach.

Comparable Precedent Transactions Approach

TD Securities identified and reviewed seven comparable precedent transactions involving companies in the base metals sector which are pending or have been concluded and for which there is sufficient public information to derive valuation multiples (see Table 1 in Appendix A). The comparable precedent transactions approach consists of selecting appropriate value benchmarks based on recently completed transactions of a comparable nature and applying these value benchmarks to the appropriate Falconbridge and Noranda metrics. In the case of Noranda, the metrics utilized in the analysis were adjusted to be pro forma for the completion of the Offer and the Issuer Bid. The transaction multiples are based on arm's length transactions of businesses that are, where possible, similar in size, operating characteristics, risk profile and asset type, among other factors, to Falconbridge's and Noranda's activities. The process of analyzing valuation multiples implied by comparable precedent transactions and applying these multiples to Falconbridge and Noranda involves certain judgements and assumptions concerning the financial performance and operating characteristics of the companies involved.

TD Securities considered the following multiples of trailing 12-month reported performance to be the most relevant: price to earnings ("P/E"), price to cash flow ("P/CF") and enterprise value to EBITDA ("EV/EBITDA").

Comparable Trading Approach

TD Securities also reviewed the market trading multiples of selected base metal companies that it considered relevant to determine whether a public market trading analysis might imply values which exceed values determined by the compararable precedent transactions approach. Based on this review, TD Securities concluded that the public market trading approach implied values that were generally equal to or below the values determined by the comparable precedent transactions analysis. Given the foregoing and the fact that market trading prices generally reflect minority discount values, TD Securities relied on market trading multiples as a secondary methodology, and applied less emphasis to the values derived using this methodology relative to the weight applied to the values obtained through the comparable precedent transactions approach.

For the purposes of its review of market trading multiples, TD Securities identified and reviewed eight publicly traded base metals companies (see Table 2 in Appendix A). TD Securities considered P/E, P/CF and EV/EBITDA multiples as the most relevant when applying this methodology. TD Securities selected appropriate value benchmarks and applied them to the relevant financial parameters of Falconbridge and Noranda. In the case of Noranda, the metrics utilized in the analysis were adjusted to be pro forma for the completion of the Offer and the Issuer Bid. In selecting relevant benchmarks, TD Securities applied more emphasis on the multiples of the mid-tier producers than the large cap producers due to the relative sizes of Falconbridge and Noranda versus the comparables. In addition to considering trailing 12-month reported

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performance, TD Securities also considered, in the case of the P/E and P/CF methodologies, multiples of prospective results based on research analyst estimates of one-year forward performance.

NAV APPROACH

Overview

TD Securities also considered a NAV approach to both the Falconbridge Shares and the Consideration. The NAV approach builds up a value by separately considering each operating, development, exploration and financial asset, whose individual values are estimated through the application of that methodology viewed as most appropriate in the circumstances, net of obligations, and liabilities, including reclamation and closure costs, and the present value of corporate expenses that are not directly attributable to the operating and development assets. The NAV approach adopts a prospective view in regard to commodity prices and explicitly addresses the unique characteristics of each major asset.

To value the operating mines and smelters and selected development projects, TD Securities relied primarily on a discounted cash flow ("DCF") analysis whereby it discounted the cash flows of each asset over a horizon equal to the remaining life of the asset and at a prescribed discount rate to generate present values. As a basis for the development of the projected cash flows, TD Securities reviewed unaudited projected operating and financial statements for the major operating divisions, subsidiaries and affiliates of Falconbridge and Noranda prepared by management of such entities and/or management of Falconbridge and/or Noranda (the "Management Forecasts"). TD Securities also reviewed the relevant underlying assumptions (on an asset by asset basis) including, but not limited to, metal prices, production rates, operating costs, and capital expenditures, and had detailed discussions with senior management of Falconbridge and Noranda. The Management Forecasts and underlying assumptions were reviewed for reasonableness and were compared to sources considered relevant including third-party research. Based on this review, TD Securities developed its own forecast (the "TD Securities Forecast"), formed independently with the benefit of its understanding of the assumptions behind the Management Forecasts.

Commodity Price and Exchange Rate Assumptions

The most significant differences between the TD Securities Forecast and the Management Forecasts were as a result of TD Securities applying more conservative commodity and exchange rate assumptions.

Forecast commodity prices and exchange rate assumptions are a critical determinant of the outcome of the DCF approach. Future commodity prices and exchange rates are very difficult to predict and different views can have a very significant impact on resulting DCF values. TD Securities used its experience and exercise of professional judgement to select the base assumptions below (the "Base Assumptions") from several sources including third-party industry studies and research analyst views. Sensitivity analysis was performed to consider the impact of changes in the Base Assumptions.

A summary of the Base Assumptions used in our DCF analysis is as follows:

Commodity		2005	2006	2007	2008	2009	After 2009
Metals (¢/lb)
	Nickel	625	525	525	450	400	350
	Copper	140	130	130	110	100	95
	Zinc	60	60	60	55	55	55
	Aluminum	80	75	75	75	75	75
Oil (WTI, $/bbl)		40	35	30	25	25	25
C$/US$		1.25	1.29	1.33	1.33	1.33	1.33

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Discount Rate

Projected unlevered and constant-dollar free cash flows were discounted based on the real weighted average cost of capital ("WACC") for Falconbridge. The WACC for Falconbridge was calculated based upon Falconbridge's real after tax cost of debt and equity, weighted based upon an assumed optimal capital structure. The assumed optimal capital structure was determined based upon a review of the capital structures of comparable companies and the risks inherent in Falconbridge and the base metals industry. The cost of debt for Falconbridge was calculated based on the real risk free rate of return and an appropriate borrowing spread to reflect credit risk at the assumed optimal capital structure. TD Securities used the capital asset pricing model ("CAPM") approach to determine the appropriate cost of equity. The CAPM approach calculates the cost of equity with reference to the risk free rate of return, the volatility of equity prices relative to a benchmark ("beta") and the equity risk premium. TD Securities reviewed a range of unlevered betas for Falconbridge and a select group of comparable companies that have risks similar to Falconbridge in order to select the appropriate beta for Falconbridge. The selected unlevered beta was levered using the assumed optimal capital structure for Falconbridge and was then used to calculate the cost of equity. Table 7 in Appendix A lays out the assumptions used by TD Securities in estimating the WACC of Falconbridge.

Based on the foregoing, we selected a base discount rate of 8% for our DCF analysis of the assets of Falconbridge. This rate was adjusted upwards in the case of higher risk projects.

TD Securities viewed the risks inherent in the assets of Noranda to be similar to those inherent in the assets of Falconbridge. We therefore used the same methodology as discussed above in arriving at a base discount rate of 8% for our DCF analysis of the assets of Noranda. This rate was adjusted upwards in the case of higher risk projects.

Results of the NAV Approach

The NAV analysis yielded values below those obtained in the comparable precedent transactions analysis and the comparable trading analysis. As the NAV methodology adopts a prospective, long-term view with respect to commodity prices, it is not as sensitive to the current levels of commodity prices as are the comparable precedent transactions analysis and comparable trading analysis, which are based on metrics which reflect the current high level of commodity prices. At this stage of the commodity price cycle, we generally observe that publicly traded mining companies are trading at premiums to their NAVs. We would expect the values of the Falconbridge Shares and the Consideration to also be at a premium to their NAVs. Since the NAV approach requires the valuator to make a number of assumptions, valuators could derive different NAVs for the same assets. Therefore it is difficult to observe premiums to NAV in the market and it is difficult to otherwise determine a reliable basis for selecting the appropriate premiums to NAV at which the Falconbridge Shares and the Consideration should be valued. Thus TD Securities did not rely on this method for arriving at fair market value of the Falconbridge Shares or the Consideration. Instead we compared the range of NAVs of the Falconbridge Shares to the range of NAVs of the Consideration. We also derived the implied hypothetical exchange ratios based on the NAVs of the Falconbridge Shares and the Consideration and compared them to the Exchange Ratio. We believe that these results are relevant for the Fairness Opinion and that this approach provides Minority Shareholders with additional information that may help them to assess the Exchange Ratio and the relative values of the Falconbridge Shares and the Consideration.

APPLICATION OF VALUATION METHODOLOGIES TO THE FALCONBRIDGE SHARES

Comparable Precedent Transactions Approach

The seven comparable precedent transactions TD Securities relied on to select multiples are listed in Table 1 in Appendix A. TD Securities believes the appropriate EV/EBITDA multiple for Falconbridge to be in the range of 6.0x to 7.0x, the appropriate P/E multiple to be in the range of 8.0x to 11.0x and the appropriate P/CF multiple to be in the range of 5.5x to 7.0x. These multiples were applied to the 2004 (unaudited) results of Falconbridge.

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The following is a summary of the results of the comparable precedent transactions analysis which implies a range of values of US$32.61 to US$41.45 per Falconbridge Share:

	Selected Multiple Range		Implied Equity Value (US$MM)
	Low	High	Low	High
Enterprise Value to EBITDA₂₀₀₄	6.0x	7.0x	$6,504	$7,747
Price to Earnings₂₀₀₄	8.0x	11.0x	5,320	7,315
Price to Cash Flow₂₀₀₄	5.5x	7.0x	5,830	7,420

Selected Value Range			$5,900	$7,500
Implied Value per Falconbridge Share			US$32.61	US$41.45

Comparable Trading Approach

The eight publicly traded companies TD Securities relied on to select appropriate multiples are listed in Table 2 in Appendix A. TD Securities believes that the appropriate trailing EV/EBITDA multiple for Falconbridge to be in the range of 5.0x to 6.0x, the appropriate trailing P/E multiple to be in the range of 9.0x to 10.5x (10.0x to 11.0x on a prospective basis) and the appropriate trailing and prospective P/CF multiples to be in the range of 5.5x to 6.5x. These multiples were applied to the 2004 (unaudited) results of Falconbridge in the case of trailing multiples and to analyst forecasts for Falconbridge in the case of prospective multiples.

The following is a summary of the results of the comparable trading analysis which implies a range of values of US$31.78 to US$37.30 per Falconbridge Share:

		Selected Multiple Range			Implied Value (US$MM)
		Low		High	Low	High
Enterprise Value to EBITDA₂₀₀₄		5.0x		6.0x	$5,261	$6,504
Price to Earnings:
	— 2004	9.0x		10.5x	5,985	6,983
	— 2005	10.0x		11.0x	6,382	7,020
Price to Cash Flow:
	— 2004	5.5x		6.5x	5,830	6,890
	— 2005	5.5x		6.5x	5,751	6,797

Selected Value Range					$5,750	$6,750
Implied Value per Falconbridge Share			��		US$31.78	US$37.30

Fair Market Value of the Falconbridge Shares

To arrive at a range of fair market values for the Falconbridge Shares TD Securities primarily relied on the comparable precedent transactions approach and used the comparable company trading approach as a secondary methodology. Based upon and subject to the foregoing, TD Securities is of the opinion that, as of March 8, 2005, the fair market value of the Falconbridge Shares is in the range of US$32.50 to US$38.50 per Falconbridge Share.

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NAV Approach

Operating Assets

The value ranges of Falconbridge's major operating assets were derived from DCF analysis based on the TD Securities Forecast. Low and high case scenarios were determined by making assumptions regarding initiatives that are currently being considered by Falconbridge:

1.: Raglan's high case includes further expansion and optimization of the concentrator equipment to increase annual production rates. The low case only attributes 50% of the value resulting from successful implementation;
2.: Montcalm's high case includes successful expansion of milling capacity;
3.: Kidd Creek's high case includes full production from Stage II of the depth extension of the Kidd mine orebody ("Mine D"); and
4.: Collahuasi's high case includes a Phase III expansion, involving adding another grinding line and accelerating the production rate of the Rosario pit.

An aggregation of the financial forecasts for the major operating assets of Falconbridge for the years 2005 to 2009 is as follows for selected key line items in the TD Securities Forecast, for each asset assuming the high case scenario:

	Year Ending December 31,
(US$ MM)	2005		2006		2007		2008		2009
Revenues	$	3,122	$	2,818	$	2,794	$	2,533	$	2,444
EBITDA		1,242		1,105		1,187		965		953
Capital Expenditures		403		422		503		310		264

Note: Includes Integrated Nickel Operations, Kidd Creek, NorFalco (35%), Falcondo (85.26%), Collahuasi (44%), and Lomas Bayas.

The results of the DCF analysis are as follows:

		Value Range (US$MM)
OPERATING ASSETS		Low			High
Integrated Nickel Operations (INO)
	Raglan	$	651	–	$	782
	Montcalm		209	–		245
	Sudbury (including Nickel Rim South)		548	–		548
	Smelting / Refining		611	–		611

Total INO		$	2,020	–	$	2,187
Kidd Creek Operations			317	–		390
NorFalco (35%)			27	–		27
Falcondo (85.26%)			253	–		253
Collahuasi (44%)			1,531	–		1,774
Lomas Bayas (excluding Fortuna de Cobre)			362	–		362

Total Operating Assets		$	4,510	–	$	4,993

Exploration and Development Assets

The value of Falconbridge's exploration and development assets was based on several methods including DCF analysis (at a discount rate of 10% to incorporate the additional risk inherent in exploration and development projects), pricing multiples of exploration companies with similar properties (see Table 3 in

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Appendix A), transactions involving comparable target assets (see Table 4 in Appendix A), book values of the assets, as well as exploration expenditures to date.

Under the Base Assumptions, the DCF value of Koniambo is negative. However, given the scale of the project and the potential value associated with the ability to develop the project in certain metal price scenarios above where TD Securities has forecast, we believe that there is positive value to the asset. For the purpose of the Valuation we have used the book value of the asset as a proxy for value.

There is significant value in the technology Falconbridge has developed particularly for its metallurgical operations. However, we only separately ascribed value to the technology for which the benefits had not already been recognized in the TD Securities Forecast of Falconbridge's smelters, refineries or other assets.

	Value Range (US$MM)
EXPLORATION AND DEVELOPMENT ASSETS	Low			High
Koniambo (49%)	$	180	–	$	180
Technology (investment in hydrometallurgical technologies)		12	–		25
Other Exploration and Development Assets⁽¹⁾		64	–		73

Total Exploration and Development Assets	$	256	–	$	277

(1): Includes the Fortuna de Cobre project and various investments in exploration properties and companies.

Financial Assets and Liabilities

We have shown below the present value of expected future Canadian mining and income taxes outside of the individual Canadian assets. The remainder of the financial assets and liabilities presented below were valued at their book values except as described in the footnotes.

		Value Range (US$MM)
FINANCIAL ASSETS AND LIABILITIES		Low				High
Financial Assets
	Cash and Cash Equivalents	$	645		–	$	645
	Net Working Capital⁽¹⁾		248		–		248
	Other Assets		26		–		26

Total Financial Assets		$	919		–	$	919

Financial Liabilities
	Debt⁽²⁾	($	1,441	)	–	($	1,441	)
	Site Reclamation Costs		(149	)	–		(149	)
	Canadian Mining Taxes		(48	)	–		(82	)
	Canadian Income Taxes		0		–		(17	)
	Canadian Income Taxes Synergies		0		–		13
	Employee Future Benefits		(445	)	–		(445	)
	Other Liabilities		(45	)	–		(45	)
	Corporate Selling, General and Administrative Costs⁽³⁾		(211	)	–		(211	)
	Preferred Equity⁽⁴⁾		(173	)	–		(166	)

Total Financial Liabilities		($	2,513	)	–	($	2,543	)

(1): Estimated present value of existing working capital to be recovered after life-of-mine and plant operating plans are complete.
(2): Marked-to-market and incorporates the effect of interest rate and currency hedges.
(3): Present value of the estimated overhead expenses required to complete life-of-mine and plant operating plans.
(4): In the case of publicly-traded preferred shares, valued based on market trading prices in the low case and book value in the high case.

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NAV Conclusions

The following summarizes the above NAV analysis:

	Value Range (US$MM)
	Low			High
Operating Assets	$	4,510		$	4,993
Exploration and Development Assets		256			277
Financial Assets		919			919
Financial Liabilities		(2,513	)		(2,543	)

Net Asset Value	$	3,172		$	3,646

Based on the foregoing, the range of NAVs for Falconbridge is US$3,172 million to US$3,646 million or US$17.60 to US$20.21 per Falconbridge Share.

Sensitivity Analysis

The table below demonstrates the impact on the estimated NAV per Falconbridge Share of changing the forecast assumptions of key commodity and foreign exchange variables.

Variable	Change	NAV Impact per Falconbridge Share (US$)⁽¹⁾
Price of Copper	+5¢/lb.	$	1.81
Price of Nickel	+25¢/lb.		1.60
Price of Zinc	+5¢/lb.		0.54
US$/ C$ Exchange Rate	+5¢		1.67
Base WACC	+0.5%		(0.85	)

(1): Change in the midpoint of the range of NAVs per Falconbridge Share.

Benefits to a Purchaser of Acquiring 100% of the Falconbridge Shares

TD Securities reviewed and considered whether any distinctive material value would accrue to Noranda or any other purchaser through the acquisition of all the Falconbridge Shares.

TD Securities believes that a number of the most likely buyers for Falconbridge would have excess tax pools in Canada with which to fully shield the future taxable income of Falconbridge. We assumed that such buyers would otherwise have limited near term uses for these excess tax pools and, in an open auction, would pay away 75% of the incremental value generated by these tax benefits to the holders of the Falconbridge Shares. As a result, we included this incremental value in the analysis of the NAV of Falconbridge Shares.

TD Securities believes that because Falconbridge already operates under an integrated structure with Noranda, it would be difficult for any potential purchaser to realize additional overhead savings and therefore have not assumed any material savings related to corporate costs. We did however reduce overhead expenses to a level necessary only to complete existing life-of-mine and plant operating plans and included this incremental value in the analysis of the NAV of Falconbridge Shares.

Based on discussions with Falconbridge and Noranda, TD Securities concluded that there was only one potential purchaser that may be able to achieve material operating cost synergies. Since there are no other purchasers who could obtain these savings, it is unlikely that the most synergistic purchaser would be willing to pay for the incremental value generated by these synergies to holders of the Falconbridge Shares in an open auction for Falconbridge. As a result, we have not included this incremental value in the analysis of the NAV of Falconbridge Shares.

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APPLICATION OF VALUATION METHODOLOGIES TO THE CONSIDERATION

Comparable Precedent Transactions Approach

We believe that a similar approach to NorandaFalconbridge as Falconbridge is appropriate since we believe the businesses have similar characteristics, especially considering that a significant part of NorandaFalconbridge will consist of the assets of Falconbridge. TD Securities therefore selected the same multiples in its comparable precedent transaction approach for NorandaFalconbridge as in the comparable precedent transactions approach for Falconbridge. These multiples were applied to the 2004 (unaudited) results of Noranda adjusted for the assumed successful completion of the Offer and the Issuer Bid.

The following is a summary of the results of the comparable precedent transactions analysis which implies a range of values of US$18.99 to US$23.87 per NorandaFalconbridge Share:

	Selected Multiple Range		Implied Equity Value (US$MM)
	Low	High	Low	High
Enterprise Value to EBITDA₂₀₀₄	6.0x	7.0x	$7,296	$9,175
Price to Earnings₂₀₀₄	8.0x	11.0x	5,700	7,838
Price to Cash Flow₂₀₀₄	5.5x	7.0x	7,329	9,328

Selected Value Range			$7,000	$8,800
Implied Value per NorandaFalconbridge Share			US$18.99	US$23.87

Comparable Trading Analysis

As with the comparable precedent transactions analysis, TD Securities selected the same multiples for NorandaFalconbridge as in the comparable trading analysis for Falconbridge.

The following is a summary of the results of the comparable trading analysis which implies a range of values of US$18.45 to US$21.16 per NorandaFalconbridge Share:

		Selected Multiple Range		Implied Value (US$MM)
		Low	High	Low	High
Enterprise Value to EBITDA₂₀₀₄		5.0x	6.0x	$5,417	$7,296
Price to Earnings:
	— 2004	9.0x	10.5x	6,413	7,481
	— 2005	10.0x	11.0x	7,100	7,810
Price to Cash Flow:
	— 2004	5.5x	6.5x	7,329	8,661
	— 2005	5.5x	6.5x	7,234	8,549

Selected Value Range				$6,800	$7,800
Implied Value per Share of NorandaFalconbridge				US$18.45	US$21.16

Fair Market Value of the Consideration

To arrive at a range of fair market values for the Consideration TD Securities primarily relied on the comparable precedent transactions approach and used the comparable company trading analysis as a secondary methodology. We selected a value of NorandaFalconbridge shares of US$19.00 to US$23.00. We then multiplied these values by the Exchange Ratio to arrive at the fair market value of the Consideration. Based upon and subject to the foregoing, TD Securities is of the opinion that, as of March 8, 2005, the fair market value of the Consideration is in the range of US$33.63 to US$40.71.

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NAV Approach

With regards to the assets contained in the 100%-owned Falconbridge subsidiary following the assumed successful completion of the Offer, we used the same range of values as in the Falconbridge standalone NAV analysis above. We therefore focus on the unconsolidated assets of Noranda in this section.

Operating Assets

The value ranges of Noranda's non-Falconbridge operating assets were derived from DCF analysis based on the TD Securities Forecast.

In the case of Altonorte, low and high case scenarios were run based on probabilities of sourcing additional feed to proceed with a capacity expansion and the extent to which Altonorte is able to take advantage of opportunities associated with being physically located in Chile versus current and potential customers' alternative of having to incur the costs of shipping concentrates overseas. Low and high case scenarios were also employed for Horne / CCR in which different assumptions were made with respect to the ability to replace feed from current customers whose mines are expected to be closed in the near to medium term. The Brunswick Mine high case assumes new discoveries above the proven and probable reserve estimates disclosed above.

For Noranda's aluminum assets, comparable trading analysis was performed on the primary and foil operations based on the relevant multiples selected from Table 6 in Appendix A to test the reasonableness of the DCF analysis. Norandal's high case scenario contemplates capacity expansion. Noranda's other aluminum assets were valued using a combination of DCF and book value approaches.

An aggregation of the financial forecasts for the non-Falconbridge major operating assets of Noranda for the years 2005 to 2009 is as follows for selected key line items in the TD Securities Forecast, for each asset assuming the high case scenario:

	Year Ending December 31,
(US$ MM)	2005		2006		2007		2008		2009
Revenues	$	2,119	$	2,110	$	2,081	$	2,080	$	2,046
EBITDA		669		649		606		589		539
Capital Expenditures		101		144		94		124		101

Note: Includes Altonorte, Horne / CCR, Antamina (33.75%) (NPI included in EBITDA), Brunswick Mine, Primary and Foil Aluminum.

The results of the DCF analysis are as follows:

		Value Range (US$MM)
OPERATING ASSETS		Low				High
Falconbridge Operating Assets		$	4,510		–	$	4,993
Noranda Operating Assets
	Altonorte		769		–		854
	Horne / CCR		244		–		307
	Antamina (33.75%)		1,085		–		1,085
	Brunswick Mine		382		–		425
	Other Zinc⁽¹⁾		(22	)	–		(10	)
	Primary Aluminum (New Madrid)		550		–		600
	Foil Aluminum (Norandal)		500		–		550
	Other Aluminum⁽²⁾		90		–		175

Total Operating Assets		$	8,108		–	$	8,978

(1): Includes Half Mile Lake Mine, Brunswick Smelter, NorFalco (65%), Generale Smelter and present value of forecast zinc unit SG&A.
(2): Includes the Gramercy alumina plant, St. Ann Bauxite mine, American Racing Equipment, Inc. and the Alumysa aluminum smelter project.

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Exploration and Development Assets

The value of NorandaFalconbridge's exploration and development assets was based on several methods including DCF analysis (at a discount rate of 10% to incorporate the additional risk inherent in exploration and development projects), pricing multiples of exploration companies with similar properties (see Table 3 in Appendix A), transactions involving comparable target assets (see Table 4 in Appendix A), book value of the assets, as well as exploration expenditures to date.

		Value Range (US$MM)
EXPLORATION AND DEVELOPMENT ASSETS		Low			High
Falconbridge Exploration and Development Assets		$	256	–	$	277
Noranda Exploration and Development Assets
	El Pachón		43	–		94
	El Morro (70%)		27	–		64
	Nena / Frieda (72%)		39	–		85
	Perseverance (90%)		21	–		54
	Lady Loretta (75%)		22	–		92
	Lennard Shelf (50%)		22	–		37
	Other Exploration Properties⁽¹⁾		60	–		80

Total Exploration and Development Assets		$	490	–	$	783

(1): Includes the El Pilar project and various investments in exploration properties and companies.

Other Assets

NorandaFalconbridge's share in the Noranda Income Fund was valued using the market price of the publicly-traded income fund units. The individual zinc mines that supplied feed to the Noranda Income Fund were assumed to be charged a third-party market rate for processing for the purposes of TD Securities' DCF analysis. The present value of the difference in cash flows resulting from the assumed market rate and the contracted rate charged by the Noranda Income Fund is captured in the table below.

Due to the fact that Magnola is currently shutdown, the nature of the current magnesium market, and the high degree of uncertainty surrounding the future of the magnesium market, we valued Magnola at a 50% discount to its book value in the high case scenario and at estimated salvage value in the low case scenario.

Novicourt was valued based on its public market trading price.

	Value Range (US$MM)
OTHER ASSETS	Low			High
Noranda Income Fund (25%) / Zinc Concentrate Contract	$	103	–	$	103
Magnola (80%)		50	–		136
Novicourt (62%)		41	–		41

	$	194	–	$	280

Financial Assets and Liabilities

This section incorporates the US$1.25 billion of junior preferred shares, assuming 100% take-up of the Issuer Bid, at their initial redemption price of US$25.25 per share. The remainder of the financial assets and liabilities presented below were valued at their book values except as described in the footnotes.

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		Value Range (US$MM)
FINANCIAL ASSETS AND LIABILITIES		Low				High
Financial Assets
	Cash and Cash Equivalents	$	884		–	$	884
	Net Working Capital⁽¹⁾		554		–		554
	Other Assets		76		–		76

Total Financial Assets		$	1,514		–	$	1,514

Financial Liabilities
	Debt⁽²⁾	$	(3,491	)	–	$	(3,491	)
	Site Reclamation Costs		(436	)	–		(436	)
	Canadian Mining Taxes		(48	)	–		(82	)
	Employee Future Benefits		(510	)	–		(510	)
	Corporate Selling, General and Administrative Costs⁽³⁾		(355	)	–		(355	)
	Preferred Equity⁽⁴⁾		(1,826	)	–		(1,795	)

Total Financial Liabilities		$	(6,667	)	–	$	(6,669	)

(1): Present value of existing working capital to be recovered after life-of-mine and plant operating plans are complete.
(2): Marked-to-market and incorporates the effect of interest rate and currency hedges.
(3): Present value of the estimated overhead expenses required to complete life-of-mine and plant operating plans.
(4): In the case of publicly-traded preferred shares, valued based on market trading prices in the low case and book value in the high case.

NAV Conclusions

The following summarizes the above NAV analysis:

	Value Range (US$MM)
	Low			High
Operating Assets	$	8,108		$	8,978
Exploration and Development Assets		490			783
Other Assets		194			280
Financial Assets		1,514			1,514
Financial Liabilities		(6,667	)		(6,669	)

Net Asset Value	$	3,639		$	4,886

Based on the foregoing, the range of NAVs for NorandaFalconbridge is US$3,639 million to US$4,886 million or US$9.96 to US$13.34 per NorandaFalconbridge Share. Multiplying by the Exchange Ratio, we arrive at the range of NAVs of the Consideration of US$17.63 to US$23.61.

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Sensitivity Analysis

The table below demonstrates the impact on the estimated NAV of the Consideration of changing the assumed values of key commodity and foreign exchange variables.

Variable	Change	NAV Impact per NorandaFalconbridge Share (US$)⁽¹⁾
Price of Copper	+ 5¢/lb.	$	1.28
Price of Nickel	+ 25¢/lb.		0.81
Price of Zinc	+ 5¢/lb.		0.92
US$/ C$ Exchange Rate	+ 5¢		1.32
Base WACC	+ 0.5%		(0.69	)

(1): Change in the midpoint of the range of NAVs per NorandaFalconbridge share.

FAIRNESS OPINION

Factors Considered

In reaching its opinion as to the fairness of the Consideration, from a financial point of view, to the Minority Shareholders, TD Securities principally considered the following:

1.: a comparison of the range of fair market values of the Consideration to the range of fair market values of the Falconbridge Shares, each as determined under the Valuations;
2.: a comparison of the range of NAVs of the Falconbridge Shares to the range of NAVs of the Consideration, and a comparison of the implied ratios of NAVs of the Falconbridge Shares to the Noranda Falconbridge shares to the Exchange Ratio;
3.: a comparison of the trading price of Noranda multiplied by the Exchange Ratio to the trading price of Falconbridge Shares prior to the announcement by Noranda of its intention to make the Offer; and
4.: other transaction alternatives potentially available to the Minority Shareholders.

Comparison of the Value of the Consideration to the Value of Falconbridge Shares

The range of fair market values of the Consideration of US$33.63 to US$40.71 is within or exceeds the range the fair market values of the Falconbridge Shares of US$32.50 to US$38.50.

Comparison of the NAV of the Consideration to the NAV Falconbridge Shares

The following table compares the range of NAVs of the Consideration to the range of NAVs of the Falconbridge Shares as well as the implied ratios:

	Range of NAVs (US$, except implied ratio)
	Low		High		Midpoint
Falconbridge Shares	$	17.60	$	20.21	$	18.91
Consideration		17.63		23.61		20.62
Falconbridge Shares		17.60		20.21		18.91
NorandaFalconbridge Shares		9.96		13.34		11.65

Implied Ratio		1.77		1.51		1.62

Thus, the range of NAVs of the Consideration is within or exceeds the range of NAVs of the Falconbridge Shares. In addition, the ratios of the NAVs of NorandaFalconbridge shares to the Falconbridge Shares are equal to or lower than the Exchange Ratio at the low, high and midpoint of the ranges.

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As shown earlier in this letter, the NAVs of the Falconbridge Shares and the Consideration are highly sensitive to commodity price assumptions. However, the table below demonstrates that the ratio of the NAVs of the Falconbridge Shares and the NorandaFalconbridge shares is much less sensitive to changes in commodity price assumptions than the individual NAVs.

Variable	Change	Change in Ratio⁽¹⁾
Price of Copper	+ 5¢/lb.	(0.02	)
Price of Nickel	+ 25¢/lb.	0.02
Price of Zinc	+ 5¢/lb.	(0.08	)
US$/ C$ Exchange Rate	+ 5¢	(0.04	)
Base WACC	+ 0.5%	0.03

(1): Change in ratio comparing the midpoint of the range of NAVs of the NorandaFalconbridge shares to the midpoint of the range of NAVs of the Falconbridge Shares. The starting point is a ratio of 1.62. A smaller ratio should make the Exchange Ratio appear more favourable to the Minority Shareholders.

Comparison of the Offer to Historical Trading Prices

TD Securities reviewed the premiums represented by the Offer compared to premiums paid in precedent transactions in the Canadian equity market in which a controlling shareholder, defined as a shareholder owning greater than 50% of the common equity of the target company, successfully acquired the publicly traded minority interest and where the equity value of the minority interest acquired at the offer price exceeded C$30 million. TD Securities identified 39 such transactions announced since 1995, 15 of which involved shares offered as consideration and 24 of which involved 100% cash consideration. For the purposes of this analysis, premium was defined as the amount (expressed in percentage terms) by which the price paid per share under the precedent transaction exceeded the closing price of the shares one day, one week and four weeks immediately prior to announcement of the transaction. The high, low and mean premiums exhibited were as follows:

	High	Low	Mean
All Transactions
1-Day Premium	64%	(1%)	30%
1-Week Premium	73%	(1%)	32%
4-Week Premium	90%	(1%)	32%
Transactions Involving Shares as Consideration
1-Day Premium	43%	(1%)	23%
1-Week Premium	45%	(1%)	21%
4-Week Premium	54%	(1%)	24%
Transactions with 100% Cash Consideration
1-Day Premium	64%	3%	34%
1-Week Premium	73%	2%	38%
4-Week Premium	90%	9%	37%

We considered the closing price of the Falconbridge Shares and Noranda common shares on the TSX on March 7, 2005, as the most relevant due to the significant speculation in the market on March 8, 2005. Applying the Exchange Ratio to the closing price of Noranda common shares on the TSX on March 7, 2005 implies a price of C$40.37. This price represents a 9.6%, 11.8% and 22.4% premium over the respective closing prices of the Falconbridge Shares on March 7, 2005, February 28, 2005 (one week prior), and February 7, 2005 (four weeks prior). Although the four weeks prior premium is consistent with the mean four week premium of transactions above involving shares as consideration, in several cases, the Offer is below the mean premiums implied by the acquisition of remaining interest transactions.

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TD Securities believes that the market premium implied by the trading price of Noranda and Falconbridge shares can be partially explained by the following factors:

1.: The operations of Falconbridge and Noranda are highly integrated and hence the synergies available to any purchaser are limited.
2.: Falconbridge shareholders are receiving shares in a company (NorandaFalconbridge) of which Falconbridge assets form a major component of value. Thus, increasing the share exchange ratio associated with the Offer increases the implied value of the Falconbridge assets within NorandaFalconbridge and can materially lower the implied value of the non-Falconbridge assets within Noranda. Since Noranda common shareholders wish to receive a fair value for the non-Falconbridge assets that they are contributing to NorandaFalconbridge, the ability for Noranda to offer a larger share exchange ratio is restricted.
3.: Since Falconbridge shareholders are receiving equity consideration, they have the ability to participate in the future performance of NorandaFalconbridge and will share any incremental premium on any potential change of control transaction involving NorandaFalconbridge.
4.: Falconbridge and Noranda currently trade at discount valuation multiples to their publicly traded base metal comparables (see Table 2 in Appendix A). TD Securities believes that investor concerns regarding the current ownership structures of Falconbridge and Noranda are partially responsible and that the success of the Offer and Issuer Bid would mitigate these concerns. The market premiums computed on the Falconbridge Shares above do not take into account any price appreciation of Noranda common shares as a result of such potential increase in valuation multiples.

In addition, TD Securities considered the ratio of the closing trading prices of the Falconbridge Shares to the closing trading price of Noranda common shares on the TSX over the last three years. The average share price ratio in this time period was 1.3:1 and at no point did the share price ratio exceed the Exchange Ratio of 1.77.

Other Alternatives Potentially Available to Falconbridge

Since Noranda owns 59% of Falconbridge and has indicated to Falconbridge that it does not intend to sell its interest in Falconbridge, the prospect for an offer for the Falconbridge Shares from a third-party is remote. Thus the Offer allows the Minority Shareholders the opportunity to receive a premium to the current market trading price that would otherwise not be available.

In addition, TD Securities believes that the significantly larger market float of NorandaFalconbridge versus Falconbridge will provide increased liquidity for Minority Shareholders. As in the preceding paragraph, we believe that this opportunity for increased liquidity would otherwise not be available other than under the Offer.

TD Securities has not relied upon the considerations discussed in the preceding two paragraphs in arriving at its conclusion as to the fairness, from a financial point of view, of the Consideration to the Minority Shareholders.

FAIRNESS CONCLUSION

Based upon and subject to the foregoing and other such matters we considered relevant, TD Securities is of the opinion that, as of March 8, 2005, the Consideration is fair, from a financial point of view, to the Minority Shareholders.

Yours very truly,

/s/ TD SECURITIES INC.

TD SECURITIES INC.

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APPENDIX A

Table 1 — Base Metals Precedent Transactions

				EV/EBITDA	P/E		P/CFPS
			EV (MM)	EV/EBITDA	P/E		P/CFPS
Announcement Date	Target	Acquiror	EV (MM)	LTM⁽²⁾	LTM⁽²⁾		LTM⁽²⁾
08-Mar-05	WMC Resources Ltd.⁽¹⁾	BHP Billiton Ltd.	A$9,655	7.1x	12.4x		6.9x
07-Apr-03	M.I.M. Holdings Ltd.	Xstrata AG	US$2,959	5.7x	35.4x		3.5x
30-Apr-01	Cominco Ltd.	Teck Corporation	C$3,727	7.6x	18.8x		7.8x
19-Mar-01	Billiton Plc	BHP Ltd.	US$16,478	11.9x	18.2x		10.6x
12-Jan-01	Asturiana de Zinc SA	Xstrata AG	€557	5.0x	8.1x		5.1x
25-Aug-00	Rio Algom Ltd.	Billiton Plc	C$2,559	12.4x	14.3x		10.0x
24-Nov-97	Westmin Resources Ltd.	Boliden AB	C$719	29.9x	nmf	⁽³⁾	19.7x

Median				7.6x	16.2x		7.8x

(1): Pending.
(2): LTM = Latest Twelve Months of publicly disclosed financial results. For this table we use LTM results as of the announcement date.
(3): nmf = not meaningful.

Table 2 — Base Metals Trading Comparables

			Price to Cash Flow
		EV/EBITDA			Price to Earnings
	Market Cap. (MM)	EV/EBITDA			Price to Earnings
Company	Market Cap. (MM)	LTM	LTM	FY1⁽¹⁾	LTM	FY1⁽¹⁾
	(All units in US$ unless otherwise noted, based on share prices as of March 7, 2005)
Mid-Tier Producers
Inco	$8,847	6.2x	7.0x	7.7x	11.4x	13.2x
Phelps Dodge	$10,488	5.3x	5.7x	6.0x	9.4x	9.8x
Teck Cominco	C$9,993	7.8x	8.7x	7.3x	14.9x	10.8x
Vedanta Resources	$2,802	8.4x	7.8x	11.3x	34.0x	24.8x
Xstrata	$13,868	7.4x	7.0x	5.9x	12.6x	8.7x

Median		7.4x	7.0x	7.3x	12.6x	10.8x

Large Cap Producers
Anglo American	$38,176	7.2x	7.1x	7.1x	13.5x	12.5x
BHP Billiton	$93,138	10.3x	9.8x	11.2x	17.8x	14.7x
Rio Tinto	$49,747	11.6x	13.3x	9.8x	22.1x	13.1x

Median		10.3x	9.8x	9.8x	17.8x	13.1x

Falconbridge	$5,402	5.1x	5.1x	5.2x	8.1x	8.5x
Noranda	$5,532	5.7x	5.6x	4.8x	10.6x	10.1x

(1): FY1 = forecasted results for the next fiscal year as determined by averages of research analysts' estimates.

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Table 3 — Exploration Companies Trading Comparables

	Share Price (C$)		EV (US$MM)		EV/Pounds of Deposits (US$)
	(as of March 7, 2005)
Copper Companies
Chariot Resources Limited	$	0.28	$	32.8	$	0.0130
Corriente Resources Inc.	$	2.80	$	93.6	$	0.0170
Equinox	$	0.68	$	51.1	$	0.0106
Peru Copper	$	1.55	$	113.7	$	0.0129
Nickel Companies
Canico Resources	$	16.90	$	476.7	$	0.1094
Jaguar Nickel Inc	$	0.73	$	45.1	$	0.0399
Skye Resources	$	4.40	$	39.0	$	0.0084

Table 4 — Precedent Copper Asset Transactions

	Selected Copper Project Transactions — Reserves Development Stage
Project	Transaction Date	Location	Seller	Buyer	$ Paid/lb Copper Equivalent
Cerattepe	2Q 2003	Turkey	Teck Cominco	Cayeli Bakir	$	0.015
Chacarilla	4Q 2002	Bolivia	Southern Shares	St. Francis Group	$	0.011
Salobo	2Q 2002	Brazil	Anglo American	CVRD	$	0.005
Barreal Seco	2Q 2001	Chile	Property Owners	Atna Resources	$	0.020
Kansanshi	2Q 2001	Zambia	Phelps Dodge	First Quantum	$	0.004
Kolwezi Tailings	1Q 2001	DRC	Gecamines	Anglo/America Mineral	$	0.023
La Granja⁽¹⁾	4Q 2000	Peru	Cambior	Billiton	$	0.001

Median					$	0.011

	Selected Copper Project Transactions — Feasibility Stage
Project	Transaction Date	Location	Seller	Buyer	$ Paid/lb Copper Equivalent
Guelb Moghrein	2Q 2004	Mauritania	Gemak/Wadi Al Rawka	First Quantum	$	0.009
Lumwana	3Q 2003	Zambia	Phelps Dodge	Equinox	$	0.001
Agua Rica	1Q 2003	Argentina	BHP Billiton	Northern Orion	$	0.001
Rapu Rapu	1Q 2003	Philippines	Lafayette	LG International/Kores	$	0.073
Rapu Rapu⁽¹⁾	2Q 2002	Philippines	Lafayette	Jiangxi/China Nonferrous	$	0.045
Tritton	2Q 2002	Australia	Straits Resources	Tritton Resources	$	0.018
El Pachón	2Q 2001	Argentina	Cambior/Minera SA	Noranda	$	0.002

Median					$	0.009

(1): Transaction was announced but not completed.

Member of TD Bank Financial Group
A-27

Table 5 — Aluminum Precedent Transactions

				EV/EBITDA	P/E	P/CFPS
			EV (MM)	EV/EBITDA	P/E	P/CFPS
Announcement Date	Target	Acquiror	EV (MM)	LTM	LTM	LTM
17-Jun-04	Commonwealth Industries	INCO Recycling	US$310	13.4x	nmf	nmf
07-Jul-03	Pechiney	Alcan	€5,077	10.2x	nmf	4.7x
11-Aug-99	Reynolds Metals	Alcoa	US$5,610	11.3x	30.9x	11.9x

Median				11.3x	30.9x	8.3x

Table 6 — Aluminum Trading Comparables

			Price to Cash Flow
		EV/EBITDA			Price to Earnings
	Market Cap. (MM)	EV/EBITDA			Price to Earnings
Company	Market Cap. (MM)	LTM	LTM	FY1⁽¹⁾	LTM	FY1⁽¹⁾
	(All units in US$ unless otherwise noted, based on share prices as of March 7, 2005)
Aluminum Companies
Alcan	$14,811	10.7x	n/a	6.9x	23.1x	14.8x
Alcoa	$27,408	9.5x	10.2x	7.9x	19.6x	15.0x
Capral Aluminum	A$199	nmf	nmf	nmf	nmf	nmf
Century Aluminum	$1,036	7.5x	8.9x	5.7x	12.7x	8.9x
Novelis	$1,721	8.9x	4.0x	4.6x	16.7x	15.9x
Processors
Gibraltar Industries	$746	8.5x	9.1x	8.3x	14.5x	13.2x
Reliance Steel	$1,508	5.5x	6.6x	8.2x	8.8x	10.9x
Russel Metals	C$887	3.3x	4.2x	7.6x	nmf	9.4x
Worthington	$1,859	5.1x	8.2x	10.4x	8.4x	10.4x
Packaging
Amcor	A$6,487	6.7x	7.2x	6.6x	18.3x	15.4x
Ball Corp	$5,231	8.9x	9.9x	n/a	17.6x	15.9x
CCL Industries	C$778	6.7x	5.8x	5.4x	13.2x	11.9x
Rexam	£2,693	6.6x	5.1x	5.0x	11.7x	10.8x
Silgan Holdings	$1,268	6.5x	4.7x	n/a	14.6x	14.5x

Median		6.7x	6.9x	6.9x	14.6x	13.2x

Member of TD Bank Financial Group
A-28

Table 7 — WACC Analysis

Cost of Debt
Real Risk Free Rate⁽¹⁾	2.1	%
Borrowing Spread	0.75	%
Pre-tax Real Cost of Debt	2.8	%
Tax Rate	38.4	%
After-tax Real Cost of Debt	1.7	%
Cost of Equity
Real Risk Free Rate⁽¹⁾	2.1	%
Equity Risk Premium	5.0	%
Unlevered Beta	1.3
Levered Beta	1.5
After-tax Real Cost of Equity	9.6	%
WACC
Optimal Capital Structure (% Debt)	20.0	%
WACC	8.0	%

(1): Yield on the long-term Government of Canada real return bond as at March 7, 2005.

Member of TD Bank Financial Group
A-29

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