Xstrata Acquires Portion of Falconbridge's Outstanding Common Shares

On August 14, 2005, Xstrata plc, through an indirect, wholly-owned subsidiary, acquired approximately 20 per cent of the outstanding common shares of Falconbridge Ltd. from subsidiaries of Brascan Corp. for an aggregate price of approximately C$2.04 billion pursuant to a private agreement dated the same date. The purchase price was paid, initially, in the form of two promissory notes in the amounts of approximately US$1.30 billion and US$375 million. Following the closing, the first note was repaid by Xstrata in full and the second note was satisfied by the delivery of a US$375 million principal amount convertible debenture.

Xstrata and its affiliates were represented by Davies Ward Phillips & Vineberg LLP with a team that included Bill Ainley, Shawn McReynolds, Ken Klassen and Denis Frawley in Canada, and Gerald Shepherd, Scott Tayne and Charles Malone in the US. In the United Kingdom, Xstrata was represented by Freshfields Bruckhaus Deringer with a team that included Julian Makin, Jeremy Evans and Justin Stock.

Brascan and its affiliates were represented in Canada by Torys LLP with a team in Toronto that included Brian Davis, Karrin Powys-Lybbe, Jim Welkoff, Jay Holsten, Tom Zverina and Joanna Jazairi; and Andrew Beck and Jay Romagnoli in New York. In the United Kingdom, Brascan was represented by Eversheds LLP with a team that included Jon Roper and Jonathan Master.