FORM 51-102F3
MATERIAL CHANGE REPORT
1. NAME AND ADDRESS OF COMPANY
Noranda Inc. (the "Company")
181 Bay Street, Suite 200
BCE Place
Toronto, Ontario
M5J 2T3
2. DATE OF MATERIAL CHANGE
April 29, 2005.
3. NEWS RELEASE
Atttached is a copy of a press release issued by the Company on April
29, 2005 in Toronto, Ontario via CCNMatthews.
4. SUMMARY OF MATERIAL CHANGE
On April 29, 2005, the Company announced the results of its issuer bid
(the "Issuer Bid") dated March 24, 2005 to purchase up to 63,377,140
of its common shares (the "Common Shares") in exchange for three
series of its junior preference shares ("Junior Preference Shares")
with an aggregate stated value of US$1.25 billion. The Issuer Bid
expired at 8:00 P.M. (Toronto time) on April 28, 2005.
The Company confirmed that it would take up the maximum number of
Common Shares validly deposited under the Issuer Bid. Each Common
Share taken up under the Issuer Bid will be exchangeable for 0.316
Junior Preference Shares, Series 1, 0.316 Junior Preference Shares,
Series 2 and 0.158 Junior Preference Shares, Series 3. The Junior
Preference Shares issued pursuant to the Issuer Bid will be listed on
the Toronto Stock Exchange (TSX: NRD.PR.X, NRD.PR.Y and NRD.PR.Z) and
will commence trading on May 4, 2005.
5. FULL DESCRIPTION OF MATERIAL CHANGE
Reference is made to the press release attached as Schedule "A"
hereto.
6. RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102
Not applicable.
7. OMITTED INFORMATION
Not applicable.
8. EXECUTIVE OFFICER
Stephen K. Young
Corporate Secretary
Telephone: (416) 982-7069
9. DATE OF REPORT
DATED April 29th, 2005 at Toronto, Ontario.
SCHEDULE "A" - PRESS RELEASE
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[NORANDA LOGO]
NORANDA ANNOUNCES RESULTS OF ISSUER BID
APRIL 29, 2005 - 07:30:15 ET
TORONTO, ONTARIO--(CCNMATTHEWS - APRIL 29, 2005) - Noranda Inc. ("Noranda")
(TSX:NRD)(NYSE:NRD) today announced the results of its previously announced
issuer bid (the "Issuer Bid"), the first step of an all-encompassing plan
to combine Noranda and Falconbridge Limited and create one of North
America's largest base-metals companies. Under the terms of the Issuer Bid,
Noranda offered to purchase up to 63,377,140 of its Common Shares in
exchange for three series of its Junior Preference Shares with an aggregate
stated value of US$1.25 billion. The Issuer Bid expired at 8:00 p.m.
(Toronto time) on April 28, 2005.
Noranda confirmed that it will take up the maximum number of Common Shares
validly deposited under the Issuer Bid. Each Common Share taken up under
the Issuer Bid will be exchanged for 0.316 Junior Preference Shares, Series
1, 0.316 Junior Preference Shares, Series 2 and 0.158 Junior Preference
Shares, Series 3. The Junior Preference Shares issued pursuant to the
Issuer Bid will be listed on the Toronto Stock Exchange (TSX: NRD.PR.X,
NRD.PR.Y and NRD.PR.Z) and will commence trading on the TSX on May 4, 2005.
A total of 161,286,906 Common Shares were, directly or indirectly, validly
deposited under the Issuer Bid. As more than the maximum number of Common
Shares offered to be exchanged were deposited under the Issuer Bid, a pro
ration factor will be applied and, as a result, each shareholder having
validly deposited shares under the Issuer Bid will have approximately 39%
of such shares exchanged in accordance with the terms of the Issuer Bid.
Fractional Junior Preference Shares will not be issued. Instead of
receiving a fractional Junior Preference Share, shareholders will receive a
cash payment equal to such fraction multiplied by US$25. Payment for
fractional Junior Preference Shares issuable under the Issuer Bid will be
made by Noranda to the depositary, as agent for the depositing
shareholders, on or before May 4, 2005. The depositary will issue and mail
share certificates and cheques, as applicable, as soon as practicable
thereafter. Return of shares not purchased because of pro ration or invalid
deposit will be made as soon as practicable.
Brascan Corporation tendered its holdings of 122,597,952 Noranda Common
Shares to the Issuer Bid. As a result of the successful completion of the
Issuer Bid, Brascan's ownership of Common Shares of Noranda will decline to
approximately 32%.
The completion of the Issuer Bid is the first step in a two-step
transaction for Noranda to combine with Falconbridge. The second step is
Noranda's offer to purchase all of the outstanding common shares of
Falconbridge not already owned by Noranda, at an exchange ratio of 1.77
Common Shares of Noranda for each Common Share of Falconbridge. This offer
is open for acceptance until 8:00 p.m. on May 5, 2005. Upon successful
completion of Noranda's combination with Falconbridge, Brascan's ownership
of the new company, NorandaFalconbridge, would be further reduced to
approximately 20%. A press release summarizing the results of this offer
will be issued on May 6, 2005.
Noranda is a leading copper and nickel company with investments in
fully-integrated zinc and aluminum assets. The Company's primary focus is
the identification and development of world-class copper and nickel mining
deposits. It employs 16,000 people at its operations and offices in 18
countries and is listed on The New York Stock Exchange and The Toronto
Stock Exchange (NRD). The company's website can be found at
www.noranda.com.
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NOTE: This press release may contain "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The words
"believe", "expect", "anticipate", "intend", "estimate" and other
expressions which are predictions of or indicate future events and trends
and which do not relate to historical matters identify forward looking
statements. Reliance should not be placed on forward-looking statements
because they involve known and unknown risks, uncertainties and other
factors, which may cause the actual results, performance or achievements of
the company to differ materially from anticipated future results,
performance or achievement expressed or implied by such forward-looking
statements. Factors that could cause actual results to differ materially
from those set forward in the forward-looking statements include general
economic conditions, interest rates, availability of equity and debt
financing and other risks detailed from time to time in the companies'
Annual Reports and 40-F filed with the Securities and Exchange Commission.
The company undertakes no obligation to publicly update or revise any
forward looking statements, whether as a result of new information, future
events or otherwise.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Noranda Inc.
Denis Couture
Vice-President, Investor Relations,
Communications and Public Affairs
(416) 982-7020
denis.couture@toronto.norfalc.com
or
Noranda Inc.
Steve Douglas
Executive Vice-President and Chief Financial Officer
(416) 982-3554
steve.douglas@toronto.norfalc.com
www.noranda.com