CONFORMED COPY MULTICURRENCY LOAN FACILITY AND SUBSCRIPTION AGREEMENT FACILITY AND SUBSCRIPTION AGREEMENTSubscription Agreement • February 6th, 2006 • Falconbridge LTD • Primary smelting & refining of nonferrous metals • New South Wales
NORANDA INC. ANDNoranda Inc • June 7th, 2005 • Primary smelting & refining of nonferrous metals • New York
EXHIBIT A: JOINT FILING AGREEMENT Joint Filing Statement In accordance with Rule 13d-1(f) of Regulation 13D-G of the Securities Exchange Act of 1934, as amended, the persons or entities below agree to the joint filing on behalf of each of them of this...Joint Filing Agreement • February 9th, 2001 • Noranda Inc • Metal mining
In accordance with Rule 13d-1(f) of Regulation 13D-G of the Securities Exchange Act of 1934, as amended, the persons or entities below agree to the joint filing on behalf of each of them of this Statement on Schedule 13G (including any and all amendments thereto) with respect to the Exchangeable Shares of Battle Mountain Canada Ltd. that were exchangeable into common stock of Battle Mountain Gold Company, on a one-for-one basis, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement this 9th day of February 2001.
SHAREHOLDER RIGHTS PLAN AGREEMENT Dated as of March 21, 2006 BETWEEN FALCONBRIDGE LIMITED — and — CIBC MELLON TRUST COMPANY as Rights Agent McCarthy Tétrault LLP Suite 4700 Toronto Dominion Bank Tower Toronto, Ontario M5K 1E6Shareholder Rights Plan Agreement • March 22nd, 2006 • Falconbridge LTD • Primary smelting & refining of nonferrous metals • Ontario
SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of March 21, 2006 between FALCONBRIDGE LIMITED, a corporation existing under laws of the Province of Ontario (the "Corporation"), and CIBC MELLON TRUST COMPANY, a trust company existing under the laws of Canada, as rights agent (the "Rights Agent", which term shall include any successor Rights Agent hereunder).
NORANDA INC. ANDNoranda Inc • June 6th, 2005 • Primary smelting & refining of nonferrous metals • New York
EXHIBIT 1 Support/Voting Agreement ------------------------ June 21, 2000 Newmont Mining Corporation 1700 Lincoln Street Denver, Colorado 80203 Re: Support/Voting Agreement ------------------------ Dear Sirs: The undersigned understands that Newmont...Voting Agreement • June 28th, 2000 • Noranda Inc • Metal mining • New York
COOPERATION AGREEMENTCooperation Agreement • July 6th, 2006 • Falconbridge LTD • Primary smelting & refining of nonferrous metals • New York
This COOPERATION AGREEMENT is made and entered into as of June 25, 2006, between Phelps Dodge Corporation, a New York corporation (“Phelps Dodge”), and Falconbridge Limited, a corporation organized and existing under the laws of the Province of Ontario (“Falconbridge”).
SUPPORT AGREEMENTAgreement • March 22nd, 2005 • Noranda Inc • Primary smelting & refining of nonferrous metals • Ontario
WHEREAS the board of directors of the Purchaser has approved this Agreement and the transactions contemplated hereby;
FIFTH AMENDING AGREEMENTFifth Amending Agreement • July 6th, 2006 • Falconbridge LTD • Primary smelting & refining of nonferrous metals
WHEREAS the Offeror mailed the Offer dated October 24, 2005 to purchase all outstanding Common Shares of the Company in accordance with Section 1.1(b) of the Support Agreement dated October 10, 2005 entered into between the Offeror and the Company, as amended by Amending Agreement dated January 12, 2006, Second Amending Agreement dated February 20, 2006, Third Amending Agreement dated March 21, 2006 and Fourth Amending Agreement dated May 13, 2006 (as amended from time to time, the “Support Agreement”);
SUPPORT AGREEMENTSupport Agreement • October 12th, 2005 • Falconbridge LTD • Primary smelting & refining of nonferrous metals • Ontario
SIXTH AMENDING AGREEMENTSixth Amending Agreement • July 18th, 2006 • Falconbridge LTD • Primary smelting & refining of nonferrous metals
WHEREAS the Offeror mailed the Offer dated October 24, 2005 to purchase all outstanding Common Shares of the Company in accordance with Section 1.1(b) of the Support Agreement dated October 10, 2005 entered into between the Offeror and the Company, as amended by Amending Agreement dated January 12, 2006, Second Amending Agreement dated February 20, 2006, Third Amending Agreement dated March 21, 2006, Fourth Amending Agreement dated May 13, 2006 and Fifth Amending Agreement dated June 25, 2006 (as amended from time to time, the “Support Agreement”);
SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 24th, 2005 • Falconbridge LTD • Primary smelting & refining of nonferrous metals • Ontario
WITNESSES THAT in consideration of the respective covenants, agreements, representations, warranties and indemnities herein contained and for other good and valuable
AMENDING AGREEMENTAgreement • May 17th, 2006 • Falconbridge LTD • Primary smelting & refining of nonferrous metals
WHEREAS the Offeror mailed the Offer dated October 24, 2005 to purchase all outstanding Common Shares of the Company (the "Original Offer") in accordance with section 1.1(b) of the Support Agreement dated October 10, 2005 entered into between the Offeror and the Company (the "Support Agreement");
GUARANTEEGuarantee • August 24th, 2005 • Falconbridge LTD • Primary smelting & refining of nonferrous metals • Ontario
THIS GUARANTEE is made the 14th day of August, 2005 by XSTRATA PLC a corporation incorporated under the laws of the United Kingdom (the “Guarantor”), having a place of business at Bahnhofstrasse 2, CH – 6301 Zug, Switzerland, to and in favour of 6287042 Canada Limited, a corporation incorporated under the laws of Canada (the “Vendor”);
THIRD AMENDING AGREEMENTFalconbridge LTD • May 17th, 2006 • Primary smelting & refining of nonferrous metals
WHEREAS the Offeror mailed the Offer dated October 24, 2005 to purchase all outstanding Common Shares of the Company in accordance with Section 1.1(b) of the Support Agreement dated October 10, 2005 entered into between the Offeror and the Company, as amended by Amending Agreement dated January 12, 2006 and Second Amending Agreement dated February 20, 2006 (as amended, the "Support Agreement");
LOCK-UP AGREEMENTNoranda Inc • March 22nd, 2005 • Primary smelting & refining of nonferrous metals • Ontario
This letter agreement (the "Agreement") sets out the terms and conditions upon which Corporation agrees to make an offer (the "Offer") for a specified number of its issued and outstanding common shares (the "Shares"), pursuant to the Issuer Bid, and sets out the obligations and commitments of the Corporation in connection therewith.
AMENDING AGREEMENTAmending Agreement • March 24th, 2005 • Noranda Inc • Primary smelting & refining of nonferrous metals • Ontario
This Amending Agreement (the "Agreement") dated as of March 22, 2005 between Noranda Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (the "Corporation"), Brascan Corporation, a corporation subsisting under the laws of the Province of Ontario, Canada ("Brascan") and Brascade Corporation, a corporation subsisting under the laws of Canada ("Brascade"). Brascan and Brascade are together referred to as the "Sellers".
NORANDA INC. Debt Securities Underwriting AgreementNoranda Inc • September 26th, 2003 • Primary smelting & refining of nonferrous metals
The commercial (printed) copies of the Prospectus as amended or supplemented in relation to the Designated Securities requested by the Underwriters shall be made available to the Underwriters in New York, New York no later than 10:00 a.m. on the second business day next succeeding the date of the Underwriting Agreement.
SHARE PLEDGE AGREEMENTShare Pledge Agreement • August 24th, 2005 • Falconbridge LTD • Primary smelting & refining of nonferrous metals
AND WHEREAS as continuing collateral security for its obligations under or in connection with the Notes, the Pledgor has agreed to pledge to Holdco certain shares of Falconbridge Limited (“Falconbridge”) as more particularly described herein;
Sixth Supplemental Indenture Dated as of February 13, 2001 to Trust Indenture Dated as of July 1, 1992Trust Indenture • September 11th, 2003 • Noranda Inc • Primary smelting & refining of nonferrous metals
WHEREAS by a trust indenture (hereinafter referred to as the "Original Indenture") made as of July 1, 1992 between the Corporation and the Trustee provision was made for the issue of Securities of the Corporation in one or more series;
forMulticurrency Loan Facility Agreement • February 6th, 2006 • Falconbridge LTD • Primary smelting & refining of nonferrous metals
FOURTH AMENDING AGREEMENTFalconbridge LTD • May 17th, 2006 • Primary smelting & refining of nonferrous metals
WHEREAS the Offeror mailed the Offer dated October 24, 2005 to purchase all outstanding Common Shares of the Company in accordance with Section 1.1(b) of the Support Agreement dated October 10, 2005 entered into between the Offeror and the Company, as amended by Amending Agreement dated January 12, 2006, Second Amending Agreement dated February 20, 2006 and Third Amending Agreement dated March 21, 2006 (as amended from time to time, the "Support Agreement");
Joint Filing AgreementJoint Filing Agreement • August 24th, 2005 • Falconbridge LTD • Primary smelting & refining of nonferrous metals
We, the undersigned, agree that the attached Schedule 13D, including any amendments thereto, relating to the common shares, no par value of Odyssey, is filed on behalf of each of us.
QuickLinks -- Click here to rapidly navigate through this documentFalconbridge LTD • September 23rd, 2005 • Primary smelting & refining of nonferrous metals
Summary of Shareholder Rights Plan Agreement, dated as of September 22, 2005 between Falconbridge Limited (the "Corporation") and CIBC Mellon Trust Corporation (the "Rights Plan")
Agreement to Acquire the Divested Business Through Purchase of FNA Group SharesTransitional Services Agreement • June 19th, 2006 • Falconbridge LTD • Primary smelting & refining of nonferrous metals • Ontario
This TRANSITIONAL SERVICES AGREEMENT (the "Agreement") is made and entered into as of • , 2006 by and among Falconbridge Limited, a corporation amalgamated under the laws of Ontario ("Falconbridge"), Falconbridge Nikkelverk A/S, a corporation formed under the laws of Norway ("FNA"), Falconbridge International Limited, a corporation formed under the laws of Barbados ("FIL"), Falconbridge U.S., Inc., a corporation formed under the laws of Pennsylvania ("FUS"), Falconbridge Europe S.A., a corporation formed under the laws of Belgium ("FESA"), Falconbridge (Japan) Limited, a corporation formed under the laws of Japan ("FJKK") and Falconbridge International S.A., a corporation formed under the laws of Belgium ("FISA") (FNA, FIL, FESA, FUS, FJKK and FISA are each a "Company" and are collectively, the "Companies") and LionOre Mining International Ltd., a corporation continued under the laws of Canada ("Acquirer").
SECOND AMENDING AGREEMENTFalconbridge LTD • May 17th, 2006 • Primary smelting & refining of nonferrous metals
WHEREAS the Offeror mailed the Offer dated October 24, 2005 to purchase all outstanding Common Shares of the Company (the "Original Offer") in accordance with Section 1.1(b) of the Support Agreement dated October 10, 2005 entered into between the Offeror and the Company, as amended by Amending Agreement dated February 20, 2006 (as amended, the "Support Agreement");
