This Amendment No. 1 amends the Schedule 13D originally filed with the Securities and Exchange Commission on October 7, 2003 with respect to beneficial ownership of the common shares, no par value (the “Common Shares”) of Noranda Inc. (“Noranda”). This Amendment No. 1 is being filed to report a change to the disclosure previously provided under “Item 2. Identity and Background”, “Item 3. Source and Amount of Funds or Other Consideration”, “Item 4. Purpose of Transaction”, “Item 5. Interest in Securities of the Issuer”, “Item 6. Contracts, Arrangements, Understandings or Relationships with respect to the Securities of the Issuer” and “Item 7. Material to be Filed as Exhibits”.

     See item 4.

     On March 9, 2005, Brascan announced that it will support an issuer bid (the “Issuer Bid”) by Noranda, pursuant to which Noranda will offer to purchase approximately 63.4 million Common Shares in exchange for US$1.25 billion aggregate issue price of junior preferred shares (the “Junior Preferred Shares”), consisting of US$500 million aggregate issue price of Series 1 Shares, US$500 million aggregate issue price of Series 2 Shares and US$250 million aggregate issue price of Series 3 Shares.

     Brascan also announced its support for a plan (the “Merger”) by Noranda to combine Noranda and Falconbridge Limited (“Falconbridge”). Following the Issuer Bid and the Merger, Brascan’s common share ownership of Noranda will decline from approximately 41% to between 16% and 26%.

Junior Preferred Share Terms

     The following is a summary of the material attributes of the Junior Preferred Shares:

Lock Up Agreement

     As a component of the Issuer Bid, Brascan and Noranda have entered into a lock up agreement, whereby Brascan has agreed to deposit to the Issuer Bid, within three business days of the date of the offer, and subject to withdrawal in certain circumstances, all of the Common Shares that it beneficially owns on such deposit date. Brascan may withdraw any and all Common Shares deposited under the Issuer Bid if Brascan receives (i) a bona fide offer from an arms’ length third party to acquire, directly or indirectly, any or all of the Common Shares beneficially owned by Brascan or (ii) a proposal for a merger, acquisition, take-over bid, sale of material assets, liquidation, material sale of shares or rights or interests therein or similar transactions; in either case, which the board of directors of Brascan considers would result in a transaction more favourable to Brascan than the Issuer Bid. In addition, Brascan may, on or before the deposit date, dispose of, or enter into an agreement to dispose of, any or all of the Common Shares that it beneficially owns.

     A copy of the lock up agreement is attached hereto as Exhibit 5.

Registration Rights Agreement

     Brascan and Noranda have entered into a registration rights agreement that takes effect on the date that the Issuer Bid is completed and provides that, upon Brascan’s request and subject to certain conditions, Noranda will register or qualify Common Shares beneficially owned by Brascan under United States securities laws and/or Canadian securities laws. This agreement is designed to facilitate the sale of Brascan’s Common Shares held after completion of the Issuer Bid.

     A copy of the registration rights agreement is attached hereto as Exhibit 6.

     Other than as described or contemplated above, none of the Reporting Persons and, to the Reporting Persons’ knowledge, the Scheduled Persons, has any current plans or proposals that relate to or would result in:

Partners is the major shareholder of Brascan. Agreements entered into in connection with the Issuer Bid are described under item 5.

SIGNATURE

     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies as to itself that the information set forth in this amendment is true, complete and correct.

Dated: March 11, 2005

SCHEDULE I
BRASCAN CORPORATION

SCHEDULE II
PARTNERS LIMITED

STRICTLY CONFIDENTIAL

March 8, 2005

Board of Directors
Brascan Corporation
181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3

Board of Directors
Brascade Corporation
181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3

Dear Sirs:

     The board of directors (the “Board”) of Noranda Inc. (the “Corporation”) has approved the terms of an issuer bid (the “Issuer Bid”), pursuant to which the Corporation may make a bid, on substantially the terms and conditions summarized in Schedule A, to all of its shareholders for a specified number of common shares in return for preferred shares (the “Preferred Shares”). The Board has also approved the terms of a transaction (the “Insider Bid”) pursuant to which the Corporation may make a bid for the issued and outstanding common shares of Falconbridge Limited not owned by the Corporation in exchange for common shares of the Corporation, on substantially the terms and conditions summarized in Schedule B.

     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.

     This Agreement also sets out the terms and conditions upon which Brascan Corporation (“Brascan”) and Brascade Corporation (“Brascade”) (together, the “Sellers”) each agrees to deposit or cause to be deposited under the Offer all the common shares in the capital of the Corporation that are owned by it or any of its Wholly Owned Subsidiaries (as defined below) on the Date of Deposit (as defined below) and sets out the obligations and commitments of the Sellers in connection therewith.

ARTICLE 1
THE OFFER

ARTICLE 2
REPRESENTATIONS AND WARRANTIES

2

3

ARTICLE 3
COVENANTS

4

ARTICLE 4
DEPOSIT AND WITHDRAWAL

ARTICLE 5
TERMINATION BY THE SELLER AND THE CORPORATION

5

ARTICLE 6
GENERAL

6

7

8

9

10

     If the terms and conditions of this letter are acceptable to you, please so indicate by executing and returning the enclosed copy hereof to the undersigned on or before March 8, 2005, failing which this Agreement shall be null and void.

Yours truly,

NORANDA INC.

Agreed and accepted March 8, 2005.

BRASCAN CORPORATION

Agreed and accepted March 8, 2005.

BRASCADE CORPORATION

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SCHEDULE A
Terms of the Issuer Bid

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EXHIBIT A

Preferred Share Class Conditions and Series Terms

The rights, privileges, restrictions and conditions attaching to the Junior Preference Shares are as follows:

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Number and Designation of, and Rights, Privileges, Restrictions and Conditions Attaching to, the Junior Preference Shares, Series 1

     The first series of Junior Preference Shares of Noranda shall consist of 20,000,000 shares designated as Junior Preference Shares, Series 1 (the “Series 1 Shares”) with an issue price of $25.00 per share (the “Issue Price”) and, in addition to the rights, privileges, restrictions and conditions attaching to the Junior Preference Shares as a class, shall have attached thereto the following rights, privileges, restrictions and conditions (the “Series 1 Provisions”):

“Acquiring Person” means any person who is the Beneficial Owner of a Significant Interest in the outstanding Voting Shares; provided, however, that the term “Acquiring Person” shall not include:

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“Adjusted Net Worth” means, as at the end of any fiscal quarter, the aggregate value of:

all as set forth in Noranda’s consolidated balance sheet for such fiscal quarter filed in accordance with applicable securities laws.

“Affiliate”, when used to indicate a relationship with a specified corporation, means a person that directly, or indirectly through one or more controlled intermediaries, controls, or is controlled by, or is under common control with, such specified corporation.

“Associate”, when used to indicate a relationship with a specified person, means (i) a spouse of such specified person, (ii) any person of either sex with whom such specified person is living in a conjugal relationship outside marriage or (iii) any relative of such specified person or of a person mentioned in clauses (i) or (ii) of this definition if that relative has the same residence as the specified person.

“Basic Redemption Price” has the meaning attributed to it in subsection 3(2).

A person shall be deemed the “Beneficial Owner”, and to have “Beneficial Ownership” of and to “Beneficially Own”:

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“Board Event” means any one of the following events:

“Board of Directors” means the board of directors of Noranda.

“Brascan” means Brascan Corporation, any Affiliate of Brascan Corporation or any party acting jointly or in concert with Brascan Corporation or any of its Affiliates.

“Business Day” means a day other than a Saturday, a Sunday or any other day which is a statutory or civic holiday in Toronto, Ontario.

“Cash Conversion Price” has the meaning attributed to it in subsection 5(1).

“Change of Control Event” means the occurrence of:

“Change of Control Retraction Date” means the date on which the Series 1 Shares are redeemed pursuant to subsection 4(2)(b)(i), (ii) or (iii), as applicable.

“Common Shares” means the common shares of Noranda, and any other securities into which those shares may be changed or for which those shares may be exchanged (whether or not Noranda is the issuer of such other securities).

“Control Transaction” means any merger, arrangement, amalgamation, reorganization, acquisition, material sale of shares or rights or interests therein or thereto or similar transactions involving Noranda, which will result in any person Beneficially Owning, whether directly as a result of such transaction or together with the Common Shares that such person Beneficially Owned before the completion of such transaction, a Significant Interest in Noranda.

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“controlled”: a body corporate is “controlled” by another person if:

and “controls”, “controlling” and “under common control with” shall be interpreted accordingly.

“Conversion Notice” has the meaning attributed to it in subsection 5(1).

“Conversion Right” has the meaning attributed to it in subsection 5(1).

“Convertible Securities” means, at any time, any securities issued by Noranda (including rights, warrants and options but other than the 123 Shares) carrying any purchase, exercise, conversion or exchange right, pursuant to which the holder thereof may acquire Voting Shares or other securities convertible into or exercisable or exchangeable for Voting Shares (in each case, whether such right is exercisable immediately or after a specified period and whether or not on condition or the happening of any contingency).

“Convertible Security Acquisition” means the acquisition of Voting Shares upon the exercise of Convertible Securities acquired by a person pursuant to an Exempt Acquisition or a Pro Rata Acquisition.

“Current Market Price” means, at any date, the volume weighted average trading price of Common Shares on the Toronto Stock Exchange (or, if not then listed on that exchange, on another exchange or market chosen by the Board of Directors in their sole discretion on which Common Shares are then traded), for a period of 20 consecutive Trading Days ending on the fourth day immediately prior to that date or, if such fourth day is not a Trading Day, on the immediately preceding Trading Day.

“Dividend” and “Dividends” have the respective meanings attributed to them in subsection 2(1)(a).

“Dividend Payment Date” means the last day of the months of March, June, September and December in each year.

“Dividend Period” means the Initial Dividend Period and, thereafter, the period from and including a Dividend Payment Date to but excluding the next succeeding Dividend Payment Date.

“Exempt Acquisition” means an acquisition of Voting Shares or Convertible Securities (i) pursuant to a distribution of Voting Shares or Convertible Securities (and the conversion or exchange of such Convertible Securities) made by Noranda pursuant to a prospectus or private placement provided that the person does not acquire a greater percentage of the securities offered in the distribution than the percentage of Voting Shares Beneficially Owned by that person immediately prior to the distribution, or (ii) pursuant to an amalgamation, merger or other statutory procedure requiring shareholder approval.

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“Extraordinary Dividend” means:

“Final Redemption Date” means the day that is five years from the Issue Date.

“freely-tradeable” means, in respect of a Common Share, that (i) the Common Share is transferable and not subject to any escrow requirements or to any cease trade order imposed by a Canadian securities regulatory authority, and (ii) all hold periods imposed by Canadian securities legislation before such Common Share can be traded without a prospectus or in reliance on a prospectus exemption have expired.

“Initial Dividend Period” means the period from and including the Issue Date to but excluding the first Dividend Payment Date after the Issue Date.

“Issue Date” means the date any of the Series 1 Shares are first issued.

“Issue Price” has the meaning attributed to it in the introductory paragraph to these rights, privileges, restrictions attaching to the Series 1 Shares.

“Noranda” means Noranda Inc. and any corporation resulting, surviving or continuing from the merger, arrangement, amalgamation or reorganization of Noranda Inc., or a comparable transaction.

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“Offer to Acquire” shall include:

or any combination thereof, and the person accepting an offer to sell shall be deemed to be making an Offer to Acquire to the person that made the offer to sell.

“Offeror” means a person who has announced an intention to make or who has made a Take-over Bid (excluding an Offer to Acquire Common Shares or other securities made by a Manager, Trust Company, Crown Agent, Statutory Body, Administrator or Plan referred to in clause (B) of the definition of “Beneficial Owner” pursuant to a distribution by Noranda or by means of ordinary market transactions (including pre-arranged trades entered into in the ordinary course of business of such person) in the circumstances contemplated in said clause (B)), but only so long as the Take-over Bid so announced or made has not been withdrawn or terminated or has not expired.

“Offeror’s Securities” means the aggregate of the Voting Shares Beneficially Owned by an Offeror on the date of an Offer to Acquire by an Offeror.

“123 Shares” means, collectively, the Series 1 Shares, the Series 2 Shares and the Series 3 Shares.

“123 Share Acquisition” means, in respect of holders of the 123 Shares, (i) the payment of a Dividend by the issuance of Common Shares pursuant to subsection 2(2)(a) or (ii) the issuance of Common Shares upon exercise by Noranda of its conversion right pursuant to section 5.

“Optional Redemption Price” has the meaning attributed to it in subsection 3(1).

“Pro Rata Acquisition” means an acquisition by a person of Voting Shares or Convertible Securities (i) as a result of a stock dividend, a stock split or other event pursuant to which such person receives or acquires Voting Shares or Convertible Securities on the same pro rata basis as all other holders of Voting Shares of the same class or series of Noranda, (ii) pursuant to a regular dividend reinvestment or other plan of Noranda made available by Noranda to the holders of Voting Shares where such plan permits the holder to direct that the dividends paid in respect of such Voting Shares be applied to the purchase from Noranda of further securities of Noranda, or (iii) pursuant to the receipt and/or exercise of rights (other than the 123 Shares) issued by Noranda to all of the holders of a series or class of Voting Shares on a pro rata basis to subscribe for or purchase Voting Shares or Convertible Securities, provided that the person does not acquire a greater percentage of the securities issuable on exercise of such rights than the percentage of Voting Shares Beneficially Owned by that person immediately prior to the commencement of the offering of rights and that such rights are acquired directly from Noranda and not from any other person.

“Redemption Date” means (i) in the case of a mandatory redemption pursuant to subsection 3(3), the Final Redemption Date, (ii) in the case of a redemption in connection with an exercise of the Retraction Right, the Change of Control Retraction Date, and (iii) in all other cases, the date on which the redemption is to occur.

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“Redemption Notice” has the meaning attributed to it in subsection 3(5).

“Redemption Price” means (i) if the redemption occurs on or before June 30, 2008, the Optional Redemption Price, and (ii) if the redemption occurs after June 30, 2008, the Basic Redemption Price.

“Retraction Price” has the meaning attributed to it in subsection 4(2)(b).

“Retraction Right” has the meaning attributed to it in subsection 4(1).

“Series 1 Provisions” has the meaning attributed to it in the introductory paragraph to these rights, privileges, restrictions attaching to the Series 1 Shares.

“Series 1 Shares” has the meaning attributed to it in the introductory paragraph to these Series 1 Provisions.

“Series 123 Directors” means, at any time, those directors of Noranda most recently elected by or appointed on behalf of the holders of the Series 1 Shares, Series 2 Shares and Series 3 Shares, collectively.

“Series 2 Shares” means the second series of Junior Preference Shares of Noranda, designated as Junior Preference Shares, Series 2.

“Series 3 Shares” means the third series of Junior Preference Shares of Noranda, designated as Junior Preference Shares, Series 3.

“Significant Interest”: a person has a Significant Interest in the Voting Shares where that person Beneficially Owns 30% or more of the outstanding Voting Shares.

“Subsidiary”: a body corporate is a Subsidiary of another body corporate if:

“Take-over Bid” means an Offer to Acquire Voting Shares, where the Voting Shares subject to the Offer to Acquire and the Offeror’s Securities, constitute a Significant Interest in the outstanding Voting Shares at the date of the Offer to Acquire.

“Tax Act” means the Income Tax Act (Canada).

“Trading Day” means with respect to any stock exchange or over-the-counter market, a day on which shares may be traded through the facilities of such stock exchange or in such over-the-counter market, and otherwise means a day on which shares may be traded through the facilities of the principal stock exchange on which the Common Shares are listed (or, if the Common Shares are not listed on any stock exchange, then in the over-the-counter market).

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“Transfer Agent” means Noranda, or such other person as from time to time may be the registrar and transfer agent for the Series 1 Shares.

“Transferee” and “Transferees” have the meanings attributed to them in subsection 5(2).

“U.S. — Canadian Exchange Rate” means, on any date:

“U.S. Dollar Equivalent” of any amount which is expressed in Canadian dollars means, on any date, the United States dollar equivalent of such amount determined by multiplying such amount by the U.S. — Canadian Exchange Rate in effect on such date.

“Voting Share Reduction” means an acquisition or a redemption by Noranda of Voting Shares.

“Voting Shares” means collectively the Common Shares and any other shares in the capital stock or voting interests of Noranda entitled to vote generally in the election of directors.

(2)       Ranking of Shares. The expressions “in priority to”, “on a parity with”, “ranking equally with”, “ranking prior to” and “ranking junior to” and similar expressions refer to the order of priority only in payment of dividends or in the distribution of assets in the event of any liquidation, dissolution of winding-up of Noranda, whether voluntary or involuntary, or any other distribution of the assets of Noranda for the purpose of winding-up its affairs.

(3)       Holder. References to a “holder” in these Series 1 Provisions mean the registered owner of such shares.

(4)       Extended Meanings. References in these Series 1 Provisions to words importing the singular number only include the plural and vice versa, words importing any gender include all genders and words importing persons include individuals, corporations, limited and unlimited liability companies, general and limited partnership, associations, trusts, unincorporated organizations, joint ventures and governmental authorities. The term “including” means “including without limiting the generality of the foregoing”.

(5)       References to Statutes. Except as otherwise noted herein, reference to any statute in these Series 1 Provisions is to that statute as in force from time to time, including any regulations, rules, policy statements or guidelines made under that statute, and includes any statute which may be enacted in substitution of that statute.

(6)       References to Sections. Reference in these Series 1 Provisions to any section or subdivision is to the designated section or subdivision of these Series 1 Provisions.

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(7)        Acting Jointly or in Concert. For purposes of these Series 1 Provisions, a person is acting jointly or in concert with every other person who is a party to any agreement, commitment or understanding (whether formal or informal and whether or not in writing) with the first mentioned person to acquire or offer to acquire or vote Voting Shares (other than (i) in the case of agreements to acquire Voting Shares, customary agreements with and between underwriters and/or banking group and/or selling group members with respect to a distribution of securities pursuant to a prospectus or by way of private placement and other than pursuant to pledges of securities in the ordinary course of business and (ii) in the case of agreements to vote Voting Shares, agreements to vote for a limited purpose and without the intention of acquiring or exercising control).

     Except as otherwise provided in these Series 1 Provisions, all references to currency herein are to lawful money of the United States.

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     The amount of • is specified in respect of each Series 1 Share for the purposes of subsection 191(4) of the Tax Act.

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(1)        Redemption On or Before June 30, 2008. On or before June 30, 2008, but subject to section 7 and to applicable law, Noranda, may upon giving notice as hereinafter provided, redeem at any time the whole or from time to time any part of the then outstanding Series 1 Shares from, subject to subsection 3(4), any one or more of the holders thereof as the Board of Directors may in its sole discretion determine by payment of an amount in cash for each share to be redeemed of $25.25, together with an amount equal to accrued and unpaid dividends up to but excluding the date fixed for redemption and calculated in accordance with subsection 2(1)(c) (the “Optional Redemption Price”).

(2)        Redemption From July 1, 2008 to the Final Redemption Date. From and including July 1, 2008 to the Final Redemption Date, but subject to section 7 and to applicable law, Noranda, may upon giving notice as hereinafter provided, redeem at any time the whole or from time to time any part of the then outstanding Series 1 Shares from, subject to subsection 3(4), the holders thereof as the Board of Directors may in its sole discretion determine by payment of an amount in cash for each share redeemed of $25.00, together with an amount equal to all accrued and unpaid dividends up to but excluding the date fixed for redemption and calculated in accordance with subsection 2(1)(c) (the “Basic Redemption Price”).

(3)        Mandatory Redemption on the Final Redemption Date. Subject to section 7 and to applicable law and to any notice of conversion given by Noranda pursuant to section 5, and notwithstanding any other redemptions of Series 1 Shares made by Noranda pursuant to any other provision hereof, Noranda shall, on the Final Redemption Date, redeem the then outstanding Series 1 Shares by payment of an amount in cash for each share redeemed equal to the Basic Redemption Price. If, as a result of applicable law or any provision herein, Noranda fails to redeem all of the Series 1 Shares on the Final Redemption Date, Noranda shall redeem as soon thereafter as possible the remaining Series 1 Shares. For greater certainty, until Noranda is obligated, under the provisions attached to the Series 2 Shares and the Series 3 Shares, to redeem such shares, no redemption of such shares may be made after the Final Redemption Date until all Series 1 Shares have been redeemed.

(4)        Partial Redemption. On or before June 30, 2009, if any of the then issued and outstanding Series 1 Shares are to be redeemed, Series 1 Shares will be redeemed as nearly as practicable on a pro rata basis with the Series 2 Shares and Series 3 Shares then outstanding.

(5)        Notice of Redemption. In the case of any Redemption pursuant to subsections (1), (2) or (3) of this section 3, Noranda will give to each holder of Series 1 Shares to be redeemed a notice in writing of the intention of Noranda to redeem such shares (the “Redemption Notice”) not less than 30 days and not more than 60 days prior to the Redemption Date, but in any event, Noranda will redeem the then outstanding Series 1 Shares on the Redemption Date. The Redemption Notice must set out the number of Series 1 Shares held by the person to whom it is addressed which are to be redeemed, the Redemption Price and the Redemption Date. A Redemption Notice will be validly and effectively given on the date on which it is sent and such notice will be given and sent by ordinary unregistered first class prepaid mail or by delivery addressed to each holder of Series 1 Shares to be redeemed at the last address of such holder as it appears on the register of holders, or, in the case of joint holders, to the address of that one whose name appears first in the register of holders as one of such joint holders, provided that the accidental failure or omission to give any such notices as

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aforesaid to one or more of such holders shall not affect the validity of the redemption as to the other holders of the Series 1 Shares to be redeemed.

(6)        Method of Payment. On the Redemption Date, Noranda will pay or cause to be paid to or to the order of the holders of the Series 1 Shares to be redeemed, the Redemption Price thereof on presentation and surrender at the principal office of the Transfer Agent, or at any other place or places within Canada designated in the Redemption Notice, of the certificate or certificates for the Series 1 Shares so called for redemption, together with such other documents as may be reasonably required to effect the redemption of the Series 1 Shares. Payment will be made by cheque payable at par at any branch in Canada of a chartered bank or trust company. If only a part of the Series 1 Shares represented by any certificate are redeemed, a new certificate for the balance will be issued at the expense of Noranda. Subject to subsection 3(5), from and after the date specified in any Redemption Notice, the Series 1 Shares called for redemption will be deemed to be redeemed and the holders of those Series 1 Shares will cease to be entitled to dividends and will not be entitled to exercise any of the rights of shareholders in respect of those Series 1 Shares unless payment of the Redemption Price is not duly made by Noranda on presentation and surrender of the certificate or certificates representing the Series 1 Shares.

(7)        Deposit of Redemption Price. At any time after the Redemption Notice is given, Noranda will have the right to deposit the redemption price of any or all Series 1 Shares called for redemption with any chartered bank or trust company in Canada named in the Redemption Notice, including the Transfer Agent (other than Noranda), to the credit of a special account for the respective holders of those Series 1 Shares to be paid on surrender to Noranda or that chartered bank or trust company of the certificate or certificates representing those Series 1 Shares. Any such deposit will constitute payment and satisfaction of the redemption price of the Series 1 Shares for which the deposit is made and the rights of the holders of those shares will be limited to receiving the proportion of the redemption price so deposited applicable to those shares, without interest, on presentation and surrender of the certificate or certificates representing the Series 1 Shares being redeemed. Noranda will be entitled to any interest on such deposit.

(8)        Application of Net Proceeds to Redeem Series 1 Shares. From and including June 30, 2010, Noranda will, subject to section 7 and applicable law, apply the net proceeds it realizes from:

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to redeem the 123 Shares; provided that from and including June 30, 2010 until June 29, 2012, so long as any Series 1 Shares are outstanding, the net proceeds will be used first to redeem any then outstanding Series 1 Shares; further provided that from and including June 30, 2012 until June 29, 2015, so long as any Series 1 Shares or Series 2 Shares are then outstanding, the net proceeds will be applied as nearly as practicable on a pro rata basis to any then outstanding Series 1 Shares and Series 2 Shares and from and including June 30, 2015, the net proceeds will be applied as nearly as practicable on a pro rata basis to any then outstanding Series 1 Shares, Series 2 Shares and Series 3 Shares.

(1)        Right to Require Retraction. Subject to section 7, applicable law, and compliance with subsections 4(2), (3) and (4), upon the occurrence of a Change of Control Event, a holder shall have the right at any time after the occurrence of a Change of Control Event (the “Retraction Right”) to require Noranda to redeem all of the holder’s then outstanding Series 1 Shares.

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(3)        Exception. Notwithstanding anything contained in this section 4, Noranda shall not redeem any Series 1 Shares tendered to Noranda pursuant to the exercise of the Retraction Right upon the occurrence of an event contemplated under paragraph (ii) or (iii) of the definition of “Change of Control Event” if the applicable Take-over Bid or Control Transaction made or announced is withdrawn or terminated or expires without any person becoming an Acquiring Person and, upon any such withdrawal, termination or expiry, any notice delivered pursuant to subsection 4(2)(a) shall be null and void and of no further force or effect.

(4)        Notice. Noranda shall give written notice of the occurrence of any Change of Control Event to all holders within five Business Days of the date on which Noranda first becomes aware of such occurrence.

(1)        Conversion Right. Subject to section 7, applicable law and any requirement to obtain regulatory relief, Noranda, at its option (the “Conversion Right”), may, upon giving written notice (the “Conversion Notice”) at least 30 days but no more than 60 days prior to the Final Redemption Date, convert all or any part of the then outstanding Series 1 Shares into that number of freely-tradeable, fully paid and non-assessable Common Shares per Series 1 Share determined by dividing the aggregate of $25.00, plus an amount equal to accrued and unpaid dividends up to but excluding the Final Redemption Date and calculated in accordance with subsection 2(1)(c) (the whole

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constituting the “Cash Conversion Price”), by the greater of $2.00 (as adjusted from time to time by the Board of Directors acting in good faith to give effect to any split, division, consolidation, combination or similar change in the capital of Noranda that affects the number of Common Shares then outstanding) and 90% of the U.S. Dollar Equivalent of the Current Market Price as of the Final Redemption Date.

(2)        Conversion Notice. The Conversion Notice must set out the number of Series 1 Shares held by the person to whom it is addressed which are to be converted. The Conversion Notice also must advise the holder that the Common Shares will be registered in the name of the holder of Series 1 Shares to be converted unless the Transfer Agent receives from the holder, at least 10 Business Days before the Final Redemption Date, at any principal office of the Transfer Agent, written notice in form and substance satisfactory to the Transfer Agent directing Noranda to arrange for the registration of such Common Shares in some other name or names (the “Transferee” or the “Transferees”) and stating the name or names (with addresses), accompanied by payment to the Transfer Agent of any transfer tax which may be payable by reason of the transfer and a written declaration, if required by any applicable law or by Noranda, as to the residence of the Transferee(s) and such other matters as may be required by law or requested by Noranda in order to determine the entitlement of the Transferee(s) to such Common Shares, in which case such Common Shares will be registered in the name or names so directed in the written notice. Such conversion will be deemed to have been made at 5:00 p.m. (Toronto time) on the Final Redemption Date, so that the rights of the holder of such Series 1 Shares as the holder thereof will cease at such time and the person or persons entitled to receive Common Shares upon such conversion will be treated for all purposes as having become the holder or holders of record of such Common Shares at such time.

(3)        Pro Rata Conversion. If less than all of the then outstanding Series 1 Shares are at any time to be converted at the option of Noranda, then: (i) the particular Series 1 Shares to be so converted will be selected on a pro rata basis; and (ii) any Series 1 Shares not converted pursuant to this section 5 will be redeemed pursuant to subsection 3(3).

(4)        Prohibition on Conversion. Noranda cannot exercise the Conversion Right hereunder if: (i) subject to Section 5(7), a Change of Control Event has occurred; (ii) an Extraordinary Dividend has been paid; or (iii) any one or more of the following events has occurred:

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(5)        Fractional Shares. Where the aggregate number of Common Shares to be delivered to a holder of Series 1 Shares pursuant to Noranda’s exercise of the Conversion Right includes a fraction of a Common Share, Noranda, in lieu of delivering such fractional share, will pay by cheque an amount equal to the balance of the Cash Conversion Price not otherwise satisfied by the delivery of the Common Shares.

(7)        Exception. Notwithstanding section 5(4)(i), Noranda shall be entitled to exercise its Conversion Right hereunder in accordance with its terms if the applicable Change of Control Event prohibiting such conversion is the occurrence of (ii) or (iii) under the definition of “Change of Control Event” and the applicable Take-over Bid or Control Transaction made or announced is withdrawn or terminated or expires without any person becoming an Acquiring Person, upon any such withdrawal, termination or expiry.

     Subject to section 7 and to applicable law, Noranda may, at any time, if obtainable, purchase for cancellation, by private agreement or otherwise, at the lowest price or prices at which, in the opinion of the Board of Directors, such shares are obtainable, all or from time to time any part of the then outstanding Series 1 Shares.

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(1)        General Restrictions. As long as any Series 1 Shares are outstanding, Noranda will not at any time, without the approval of the holders of the Series 1 Shares given as provided in section 11:

unless, in each such case, all accrued dividends up to and including those payable on the Dividend Payment Date for the last completed period for which dividends are payable on the Series 1 Shares in respect of which the rights of holders have not been extinguished, and all dividends then accrued on all other shares ranking senior to or on a parity with the Series 1 Shares with respect to the payment of dividends up to the immediately preceding respective date or dates for payment in respect of which the rights of holders of those shares have not been extinguished, have been declared, paid or set apart for payment.

(2)        Extraordinary Dividends. As long as 123 Shares having an aggregate issue price of at least $300 million remain outstanding, Noranda will not at any time, without the approval of the holders of the Series 1 Shares given as provided in section 10 declare, pay or set apart for payment any Extraordinary Dividends.

(1)        Election of Directors. The holders of Series 1 Shares together with the holders of the Series 2 Shares and the holders of the Series 3 Shares will have at all times the right, voting collectively, to elect two directors to the Board of Directors at each meeting of shareholders of Noranda at which directors are to be elected. Forthwith upon the occurrence of a Board Event, the holders of the Series 1 Shares together with the holders of the Series 2 Shares and the holders of the Series 3 Shares will, but only for so long as a Board Event is continuing, be entitled, voting collectively, to elect three additional directors (for a total of five). Upon the occurrence of a Board Event, the Board of Directors will, at its election and subject to applicable law, either (i) appoint such additional number

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of directors to which the holders of the Series 1 Shares (together with the holders of the Series 2 Shares and holders of the Series 3 Shares) are entitled to elect as a result of such occurrence and as may be proposed by the Series 123 Directors, or (ii) forthwith call a special meeting of the applicable shareholders of Noranda for the purpose of electing such additional number of directors and, if necessary, increasing the maximum number of directors that may be elected. The holders of Series 1 Shares are entitled to receive notice of and to attend all annual and special meetings of the Shareholders of Noranda called for the purpose of electing directors as provided in this subsection 8(1) and, for such purpose only, to one vote in respect of each Series 1 Share held at all such meetings.

(2)        Vacancies. If a Series 123 Director ceases to be a director for any reason other than as a result of a Board Event ceasing to continue, the Board of Directors will fill the vacancy thereby created by appointing as soon as reasonably possible that individual who is nominated by the remaining Series 123 Directors, provided that if there are no remaining 123 Directors then in office, the Board of Directors will select the individuals to be appointed.

(3)        Meeting of Shareholders. Except as otherwise provided by law or as specifically provided herein and except for meetings of the holders of Junior Preference Shares as a class and meetings of all holders of Series 1 Shares as a series, the holders of the Series 1 Shares will not be entitled as such to receive notice of, or to attend, or to vote at, any meeting of shareholders of Noranda.

(4)        Meeting of Holders of Series 1 Shares as a Series or Junior Preference Shares as a Class. At any meeting of holders of Series 1 Shares as a series or together with one or more other series or Junior Preference Shares as a class, each such holder will be entitled to one vote in respect of each Series 1 Shares held.

     For greater certainty, nothing in these Series 1 Provisions will affect or restrict the right of Noranda to increase the number of the Common Shares or to issue additional Common Shares from time to time.

     In addition to any other approvals required by law, the approval of all amendments to the rights, privileges, restrictions and conditions attaching to the Series 1 Shares as a series and any other approval to be given by the holders of Series 1 Shares as a series will be deemed to have been sufficiently given if given by a resolution carried by the affirmative vote of not less than 66²/3% of the votes cast at a meeting of the holders of Series 1 Shares duly called and held on not less than 21 days’ notice at which the holders of at least a majority of the outstanding Series 1 Shares are present or are represented by proxy, or if no quorum is present at such meeting, at an adjourned meeting at which the holders of the Series 1 Shares then present would form the necessary quorum. If at the meeting the holders of a majority of the outstanding Series 1 Shares are not present or represented by proxy within 30 minutes after the time appointed for the meeting, the meeting will be adjourned to such date, not less than 15 days afterwards, and to such time and place as the chairman may designate, and not less than 10 days’ written notice will be given of the adjourned meeting. Subject to the foregoing, the formalities to be observed in respect of the giving of notice of any meeting or

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adjourned meeting and the conduct of any such meeting will be those prescribed from time to time in the by-laws of Noranda with respect to meetings of shareholders.

     In the event of a capital reorganization, merger or amalgamation of Noranda or comparable transaction affecting the Series 1 Shares, holders of the Series 1 Shares will be entitled to receive pursuant to the exercise of the Conversion Right, and each such holder will accept, the number of shares or other securities or consideration of Noranda or a corporation resulting, surviving or continuing from the capital reorganization, merger, amalgamation or comparable transaction that such holder would have received had such holder been a holder of Common Shares immediately prior to the record date of the capital reorganization, merger, amalgamation or comparable transaction.

(1)        Notice to Noranda. Subject to applicable law, any notice, request or other communication to be given to Noranda by a holder of Series 1 Shares must be in writing and will be valid and effective if given by mail (postage prepaid) or by electronic communication or by delivery to the registered office of Noranda and addressed to the attention of the Secretary. Any such notice, request or other communication, if given by mail, electronic communication or delivery, will be deemed to have been given and received only on actual receipt by Noranda.

(2)        Presentation and Surrender of Certificates. Any presentation and surrender by a holder of Series 1 Shares to Noranda or the Transfer Agent of certificates representing Series 1 Shares in connection with the redemption of Series 1 Shares must be made by registered mail (postage prepaid) or by delivery to the registered office of Noranda or to such office of the Transfer Agent as may be specified by Noranda, in each case addressed to the attention of the Secretary of Noranda. Any such presentation and surrender of certificates will be deemed to have been made and to be effective only on actual receipt by Noranda or the Transfer Agent, as the case may be. Any such presentation and surrender of certificates made by registered mail will be at the sole risk of the holder mailing the same.

(3)        Notice to Holders of Series 1 Shares. Subject to applicable law, any notice, including but not limited to the Redemption Notice and the Conversion Notice, request or other communication to be given to a holder of Series 1 Shares by or on behalf of Noranda must be in writing and will be valid and effective if given by ordinary unregistered first class mail (postage prepaid) or by electronic communication or by delivery to the address of the holder recorded in the securities register of Noranda or, in the case of joint holders, to the address of that one whose name appears first in the register of holders as one of such joint holders. Any such notice, request or other communication, if given by mail, will be deemed to have been given and received on the fifth Business Day following the date of mailing and, if given by electronic communication or by delivery, will be deemed to have been given and received on the date of electronic communication or delivery. Accidental failure or omission to give any notice, request or other communication to one or more holders of Series 1 Shares, or any defect in such notice, will not invalidate or otherwise alter or affect any action or proceeding to be taken by Noranda pursuant to that notice, request or other communication.

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     Noranda will elect, in the manner and within the time provided under Section 191.2 in Part VI.1 of the Tax Act or any successor or replacement provision of similar effect, and take all other necessary action under the Tax Act, to pay or cause payment of the tax under Part VI.1 of the Tax Act at a rate such that the corporate holders of the Series 1 Shares will not be required to pay tax under Part IV.1 of the Tax Act on dividends received on such shares.

     Subject to applicable laws, Noranda will have the right, with respect to any funds deposited by Noranda to any chartered bank or trust company in respect of amounts due to holders of Series 1 Shares, on or after the second anniversary date of the deposit of such funds to any chartered bank or trust company, to require that such chartered bank or trust company return to Noranda any funds which remain unclaimed by holders of the Series 1 Shares. If at any time following the return of the unclaimed funds to Noranda, either Noranda or the chartered bank or trust company receives a request from a holder of Series 1 Shares for the holder’s unclaimed entitlement to any amount due to the holder in respect of the holder’s Series 1 Shares, Noranda will promptly arrange for the payment of such amount to the holder.

     Notwithstanding any other right, privilege, restriction or condition attaching to the Series 1 Shares, Noranda may, at its option, make any payment due to a holder of Series 1 Shares hereunder by way of a wire or electronic transfer of funds to each registered holder of Series 1 Shares. In the event that a payment is made by way of a wire or electronic transfer of funds, Noranda will be responsible for any applicable charges or fees relating to the making of such transfer. As soon as practicable following the determination by Noranda that a payment is to be made by way of a wire or electronic transfer of funds, Noranda will notify each registered holder of Series 1 Shares at the address of such holder as it appears on the register of holders. Such notice by Noranda will request that each registered holder of Series 1 Shares provide the particulars of an account of such holder with a chartered bank or trust company in Canada to which the wire or electronic transfer of funds will be directed. In the event that Noranda does not receive account particulars from a registered holder of Series 1 Shares prior to the date such payment is to be made, Noranda will deposit the funds otherwise payable to such holder in a special account or accounts in trust for each respective holder. The making of a payment by way of a wire or electronic transfer of funds or, in the case where a registered holder of the Series 1 Shares has not provided Noranda with account particulars for a wire or electronic transfer of funds, the deposit by Noranda of the funds otherwise payable to such holder in a special account or accounts in trust for such holder, will be deemed to constitute payment by Noranda on the date thereof and will satisfy and discharge all liabilities of Noranda for such payment to the extent of the amount represented by such transfer.

     As long as any of the 123 Shares are outstanding, Noranda may not issue any additional Preferred Shares, other than Cumulative Redeemable Preferred Shares, Series F issuable upon the conversion of Cumulative Redeemable Preferred Shares, Series G and Cumulative Redeemable

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Preferred Shares, Series G issuable upon the conversion of Cumulative Redeemable Preferred Shares, Series F, without the approval of the holders of the 123 Shares, expressed by resolution of the holders of all such shares voting together. For this purpose, the approval to be given will be deemed to have been sufficiently given if given by a resolution carried by the affirmative vote of not less than 66²/3% of the votes cast at a meeting of the holders of 123 Shares duly called and held on not less than 21 days’ notice at which the holders of at least a majority of the outstanding 123 Shares are present or are represented by proxy, or if no quorum is present at such meeting, at an adjourned meeting at which the holders of the 123 Shares then present would form the necessary quorum. If at the meeting the holders of a majority of the outstanding 123 Shares are not present or represented by proxy within 30 minutes after the time appointed for the meeting, the meeting will be adjourned to such date, not less than 15 days afterwards, and to such time and place as the chairman may designate, and not less than 10 days’ written notice will be given of the adjourned meeting. Subject to the foregoing, the formalities to be observed in respect of the giving of notice of any meeting or adjourned meeting and the conduct of any such meeting will be those prescribed from time to time in the by-laws of Noranda with respect to meetings of shareholders.

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Number and Designation of, and Rights, Privileges, Restrictions and Conditions Attaching to, the Junior Preference Shares, Series 2

     The second series of Junior Preference Shares of Noranda shall consist of 20,000,000 shares designated as Junior Preference Shares, Series 2 (the “Series 2 Shares”) with an issue price of $25.00 per share (the “Issue Price”) and, in addition to the rights, privileges, restrictions and conditions attaching to the Junior Preference Shares as a class, shall have attached thereto the following rights, privileges, restrictions and conditions (the “Series 2 Provisions”):

“Acquiring Person” means any person who is the Beneficial Owner of a Significant Interest in the outstanding Voting Shares; provided, however, that the term “Acquiring Person” shall not include:

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“Adjusted Net Worth” means, as at the end of any fiscal quarter, the aggregate value of:

all as set forth in Noranda’s consolidated balance sheet for such fiscal quarter filed in accordance with applicable securities laws.

“Affiliate”, when used to indicate a relationship with a specified corporation, means a person that directly, or indirectly through one or more controlled intermediaries, controls, or is controlled by, or is under common control with, such specified corporation.

“Associate”, when used to indicate a relationship with a specified person, means (i) a spouse of such specified person, (ii) any person of either sex with whom such specified person is living in a conjugal relationship outside marriage or (iii) any relative of such specified person or of a person mentioned in clauses (i) or (ii) of this definition if that relative has the same residence as the specified person.

“Basic Redemption Price” has the meaning attributed to it in subsection 3(2).

A person shall be deemed the “Beneficial Owner”, and to have “Beneficial Ownership” of and to “Beneficially Own”:

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“Board Event” means any one of the following events:

“Board of Directors” means the board of directors of Noranda.

“Brascan” means Brascan Corporation, any Affiliate of Brascan Corporation or any party acting jointly or in concert with Brascan Corporation or any of its Affiliates.

“Business Day” means a day other than a Saturday, a Sunday or any other day which is a statutory or civic holiday in Toronto, Ontario.

“Cash Conversion Price” has the meaning attributed to it in subsection 5(1).

“Change of Control Event” means the occurrence of:

“Change of Control Retraction Date” means the date on which the Series 2 Shares are redeemed pursuant to subsection 4(2)(b)(i), (ii) or (iii), as applicable.

“Common Shares” means the common shares of Noranda, and any other securities into which those shares may be changed or for which those shares may be exchanged (whether or not Noranda is the issuer of such other securities).

“Control Transaction” means any merger, arrangement, amalgamation, reorganization, acquisition, material sale of shares or rights or interests therein or thereto or similar transactions involving Noranda, which will result in any person Beneficially Owning, whether directly as a result of such transaction or together with the Common Shares that such person Beneficially Owned before the completion of such transaction, a Significant Interest in Noranda.

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“controlled”: a body corporate is “controlled” by another person if:

and “controls”, “controlling” and “under common control with” shall be interpreted accordingly.

“Conversion Notice” has the meaning attributed to it in subsection 5(1).

“Conversion Right” has the meaning attributed to it in subsection 5(1).

“Convertible Securities” means, at any time, any securities issued by Noranda (including rights, warrants and options but other than the 123 Shares) carrying any purchase, exercise, conversion or exchange right, pursuant to which the holder thereof may acquire Voting Shares or other securities convertible into or exercisable or exchangeable for Voting Shares (in each case, whether such right is exercisable immediately or after a specified period and whether or not on condition or the happening of any contingency).

“Convertible Security Acquisition” means the acquisition of Voting Shares upon the exercise of Convertible Securities acquired by a person pursuant to an Exempt Acquisition or a Pro Rata Acquisition.

“Current Market Price” means, at any date, the volume weighted average trading price of Common Shares on the Toronto Stock Exchange (or, if not then listed on that exchange, on another exchange or market chosen by the Board of Directors in their sole discretion on which Common Shares are then traded), for a period of 20 consecutive Trading Days ending on the fourth day immediately prior to that date or, if such fourth day is not a Trading Day, on the immediately preceding Trading Day.

“Dividend” and “Dividends” have the respective meanings attributed to them in subsection 2(1)(a).

“Dividend Payment Date” means the last day of the months of March, June, September and December in each year.

“Dividend Period” means the Initial Dividend Period and, thereafter, the period from and including a Dividend Payment Date to but excluding the next succeeding Dividend Payment Date.

“Exempt Acquisition” means an acquisition of Voting Shares or Convertible Securities (i) pursuant to a distribution of Voting Shares or Convertible Securities (and the conversion or exchange of such Convertible Securities) made by Noranda pursuant to a prospectus or private placement provided that the person does not acquire a greater percentage of the securities offered in the distribution than the percentage of Voting Shares Beneficially Owned by that person immediately prior to the distribution, or (ii) pursuant to an amalgamation, merger or other statutory procedure requiring shareholder approval.

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“Extraordinary Dividend” means:

“Final Redemption Date” means June 30, 2012.

“freely-tradeable” means, in respect of a Common Share, that (i) the Common Share is transferable and not subject to any escrow requirements or to any cease trade order imposed by a Canadian securities regulatory authority, and (ii) all hold periods imposed by Canadian securities legislation before such Common Share can be traded without a prospectus or in reliance on a prospectus exemption have expired.

“Initial Dividend Period” means the period from and including the Issue Date to but excluding the first Dividend Payment Date after the Issue Date.

“Issue Date” means the date any of the Series 2 Shares are first issued.

“Issue Price” has the meaning attributed to it in the introductory paragraph to these rights, privileges, restrictions attaching to the Series 2 Shares.

“Noranda” means Noranda Inc. and any corporation resulting, surviving or continuing from the merger, arrangement, amalgamation or reorganization of Noranda Inc., or a comparable transaction.

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“Offer to Acquire” shall include:

or any combination thereof, and the person accepting an offer to sell shall be deemed to be making an Offer to Acquire to the person that made the offer to sell.

“Offeror” means a person who has announced an intention to make or who has made a Take-over Bid (excluding an Offer to Acquire Common Shares or other securities made by a Manager, Trust Company, Crown Agent, Statutory Body, Administrator or Plan referred to in clause (B) of the definition of “Beneficial Owner” pursuant to a distribution by Noranda or by means of ordinary market transactions (including pre-arranged trades entered into in the ordinary course of business of such person) in the circumstances contemplated in said clause (B)), but only so long as the Take-over Bid so announced or made has not been withdrawn or terminated or has not expired.

“Offeror’s Securities” means the aggregate of the Voting Shares Beneficially Owned by an Offeror on the date of an Offer to Acquire by an Offeror.

“123 Shares” means, collectively, the Series 1 Shares, the Series 2 Shares and the Series 3 Shares.

“123 Share Acquisition” means, in respect of holders of the 123 Shares, (i) the payment of a Dividend by the issuance of Common Shares pursuant to subsection 2(2)(a) or (ii) the issuance of Common Shares upon exercise by Noranda of its conversion right pursuant to section 5.

“Optional Redemption Price” has the meaning attributed to it in subsection 3(1).

“Pro Rata Acquisition” means an acquisition by a person of Voting Shares or Convertible Securities (i) as a result of a stock dividend, a stock split or other event pursuant to which such person receives or acquires Voting Shares or Convertible Securities on the same pro rata basis as all other holders of Voting Shares of the same class or series of Noranda, (ii) pursuant to a regular dividend reinvestment or other plan of Noranda made available by Noranda to the holders of Voting Shares where such plan permits the holder to direct that the dividends paid in respect of such Voting Shares be applied to the purchase from Noranda of further securities of Noranda, or (iii) pursuant to the receipt and/or exercise of rights (other than the 123 Shares) issued by Noranda to all of the holders of a series or class of Voting Shares on a pro rata basis to subscribe for or purchase Voting Shares or Convertible Securities, provided that the person does not acquire a greater percentage of the securities issuable on exercise of such rights than the percentage of Voting Shares Beneficially Owned by that person immediately prior to the commencement of the offering of rights and that such rights are acquired directly from Noranda and not from any other person.

“Redemption Date” means (i) in the case of a mandatory redemption pursuant to subsection 3(3), the Final Redemption Date, (ii) in the case of a redemption in connection with an exercise of the Retraction Right, the Change of Control Retraction Date, and (iii) in all other cases, the date on which the redemption is to occur.

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“Redemption Notice” has the meaning attributed to it in subsection 3(5).

“Redemption Price” means (i) if the redemption occurs on or before June 30, 2008, the Optional Redemption Price, and (ii) if the redemption occurs after June 30, 2008, the Basic Redemption Price.

“Re-Set Dividend Period” means the period from and including June 30, 2010 to but excluding June 30, 2012.

“Re-Set Dividend Rate” means the greater of (i) 6.25%, and (ii) the Seven Year U.S. Treasury Bond Yield plus 2.05%.

“Retraction Price” has the meaning attributed to it in subsection 4(2)(b).

“Retraction Right” has the meaning attributed to it in subsection 4(1).

“Series 1 Shares” means the first series of Junior Preference Shares of Noranda, designated as Junior Preference Shares, Series 1.

“Series 123 Directors” means, at any time, those directors of Noranda most recently elected by or appointed on behalf of the holders of the Series 1 Shares, Series 2 Shares and Series 3 Shares, collectively.

“Series 2 Provisions” has the meaning attributed to it in the introductory paragraph to these rights, privileges, restrictions and conditions attaching to the Series 2 Shares.

“Series 2 Shares” has the meaning attributed to it in the introductory paragraph to these Series 2 Provisions.

“Series 3 Shares” means the third series of Junior Preference Shares of Noranda, designated as Junior Preference Shares, Series 3.

“Seven Year U.S. Treasury Bond Yield” means on any date shall mean the average of the yields determined by two registered Canadian investment dealers, selected by the Board of Directors, as being the yield to maturity on such date compounded semi-annually and calculated in accordance with generally accepted financial practice, which a non-callable United States Treasury Bond would carry if issued in United States dollars in the United States at 100% of its principal amount on such date with a term to maturity of seven years.

“Significant Interest”: a person has a Significant Interest in the Voting Shares where that person Beneficially Owns 30% or more of the outstanding Voting Shares.

“Subsidiary”: a body corporate is a Subsidiary of another body corporate if:

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“Take-over Bid” means an Offer to Acquire Voting Shares, where the Voting Shares subject to the Offer to Acquire and the Offeror’s Securities, constitute a Significant Interest in the outstanding Voting Shares at the date of the Offer to Acquire.

“Tax Act” means the Income Tax Act (Canada).

“Trading Day” means with respect to any stock exchange or over-the-counter market, a day on which shares may be traded through the facilities of such stock exchange or in such over-the-counter market, and otherwise means a day on which shares may be traded through the facilities of the principal stock exchange on which the Common Shares are listed (or, if the Common Shares are not listed on any stock exchange, then in the over-the-counter market).

“Transfer Agent” means Noranda, or such other person as from time to time may be the registrar and transfer agent for the Series 2 Shares.

“Transferee” and “Transferees” have the meanings attributed to them in subsection 5(2).

“U.S. — Canadian Exchange Rate” means, on any date:

“U.S. Dollar Equivalent” of any amount which is expressed in Canadian dollars means, on any date, the United States dollar equivalent of such amount determined by multiplying such amount by the U.S. — Canadian Exchange Rate in effect on such date.

“Voting Share Reduction” means an acquisition or a redemption by Noranda of Voting Shares.

“Voting Shares” means collectively the Common Shares and any other shares in the capital stock or voting interests of Noranda entitled to vote generally in the election of directors.

(2)        Ranking of Shares. The expressions “in priority to”, “on a parity with”, “ranking equally with”, “ranking prior to” and “ranking junior to” and similar expressions refer to the order of priority only in payment of dividends or in the distribution of assets in the event of any liquidation, dissolution of winding-up of Noranda, whether voluntary or involuntary, or any other distribution of the assets of Noranda for the purpose of winding-up its affairs.

(3)        Holder. References to a “holder” in these Series 2 Provisions mean the registered owner of such shares.

(4)        Extended Meanings. References in these Series 2 Provisions to words importing the singular number only include the plural and vice versa, words importing any gender include all genders and words importing persons include individuals, corporations, limited and unlimited liability companies, general and limited partnership, associations, trusts, unincorporated

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organizations, joint ventures and governmental authorities. The term “including” means “including without limiting the generality of the foregoing”.

(5)        References to Statutes. Except as otherwise noted herein, reference to any statute in these Series 2 Provisions is to that statute as in force from time to time, including any regulations, rules, policy statements or guidelines made under that statute, and includes any statute which may be enacted in substitution of that statute.

(6)        References to Sections. Reference in these Series 2 Provisions to any section or subdivision is to the designated section or subdivision of these Series 2 Provisions.

(7)        Acting Jointly or in Concert. For purposes of these Series 2 Provisions, a person is acting jointly or in concert with every other person who is a party to any agreement, commitment or understanding (whether formal or informal and whether or not in writing) with the first mentioned person to acquire or offer to acquire or vote Voting Shares (other than (i) in the case of agreements to acquire Voting Shares, customary agreements with and between underwriters and/or banking group and/or selling group members with respect to a distribution of securities pursuant to a prospectus or by way of private placement and other than pursuant to pledges of securities in the ordinary course of business and (ii) in the case of agreements to vote Voting Shares, agreements to vote for a limited purpose and without the intention of acquiring or exercising control).

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     Except as otherwise provided in these Series 2 Provisions, all references to currency herein are to lawful money of the United States.

     The amount of   •   is specified in respect of each Series 2 Share for the purposes of subsection 191(4) of the Tax Act.

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(1)        Redemption On or Before June 30, 2010. On or before June 30, 2010, but subject to section 7 and to applicable law, Noranda, may upon giving notice as hereinafter provided, redeem at any time the whole or from time to time any part of the then outstanding Series 2 Shares from, subject to subsection 3(4), any one or more of the holders thereof as the Board of Directors may in its sole discretion determine by payment of an amount in cash for each share to be redeemed of $25.25, together with an amount equal to accrued and unpaid dividends up to but excluding the date fixed for redemption and calculated in accordance with subsection 2(1)(d) (the “Optional Redemption Price”).

(2)        Redemption From July 1, 2010 to June 29, 2012. From and including July 1, 2010 to and including June 29, 2012, but subject to section 7 and to applicable law, Noranda, may upon giving notice as hereinafter provided, redeem at any time the whole or from time to time any part of the then outstanding Series 2 Shares from, subject to subsection 3(4), the holders thereof as the Board of Directors may in its sole discretion determine by payment of an amount in cash for each share redeemed of $25.00, together with an amount equal to accrued and unpaid dividends up to but excluding the date fixed for redemption and calculated in accordance with subsection 2(1)(d) (the “Basic Redemption Price”).

(3)        Mandatory Redemption on the Final Redemption Date. Subject to section 7 and to applicable law and to any notice of conversion given by Noranda pursuant to section 5, and notwithstanding any other redemptions of Series 2 Shares made by Noranda pursuant to any other provision hereof, Noranda shall, on the Final Redemption Date, redeem the then outstanding Series 2 Shares by payment of an amount in cash for each share redeemed equal to the Basic Redemption Price. If, as a result of applicable law or any provision herein, Noranda fails to redeem all of the Series 2 Shares on the Final Redemption Date, Noranda shall redeem as soon thereafter as possible the remaining Series 2 Shares, as nearly as practicable on a pro rata basis with any then outstanding Series 1 Shares.

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(4)        Partial Redemption. On or before June 30, 2011 but subject to the immediately following sentences, if any of the then issued and outstanding Series 2 Shares are to be redeemed, Series 2 Shares will be redeemed as nearly as practicable on a pro rata basis with the Series 1 Shares and Series 3 Shares then outstanding. From June 30, 2010 to June 29, 2012, no Series 2 Shares may be redeemed hereunder until all the Series 1 Shares have been redeemed. Following June 30, 2012, any redemption of the Series 2 Shares hereunder shall be made as nearly as practicable on a pro rata basis with any Series 1 Shares then outstanding.

(5)        Notice of Redemption. In the case of any Redemption pursuant to subsections (1), (2) or (3) of this section 3, Noranda will give to each holder of Series 2 Shares to be redeemed a notice in writing of the intention of Noranda to redeem such shares (the “Redemption Notice”) not less than 30 days and not more than 60 days prior to the Redemption Date, but in any event, Noranda will redeem the then outstanding Series 2 Shares on the Redemption Date. The Redemption Notice must set out the number of Series 2 Shares held by the person to whom it is addressed which are to be redeemed, the Redemption Price and the Redemption Date. A Redemption Notice will be validly and effectively given on the date on which it is sent and such notice will be given and sent by ordinary unregistered first class prepaid mail or by delivery addressed to each holder of Series 2 Shares to be redeemed at the last address of such holder as it appears on the register of holders, or, in the case of joint holders, to the address of that one whose name appears first in the register of holders as one of such joint holders, provided that the accidental failure or omission to give any such notices as aforesaid to one or more of such holders shall not affect the validity of the redemption as to the other holders of the Series 2 Shares to be redeemed.

(6)        Method of Payment. On the Redemption Date, Noranda will pay or cause to be paid to or to the order of the holders of the Series 2 Shares to be redeemed, the Redemption Price thereof on presentation and surrender at the principal office of the Transfer Agent, or at any other place or places within Canada designated in the Redemption Notice, of the certificate or certificates for the Series 2 Shares so called for redemption, together with such other documents as may be reasonably required to effect the redemption of the Series 2 Shares. Payment will be made by cheque payable at par at any branch in Canada of a chartered bank or trust company. If only a part of the Series 2 Shares represented by any certificate are redeemed, a new certificate for the balance will be issued at the expense of Noranda. Subject to subsection 3(5), from and after the date specified in any Redemption Notice, the Series 2 Shares called for redemption will be deemed to be redeemed and the holders of those Series 2 Shares will cease to be entitled to dividends and will not be entitled to exercise any of the rights of shareholders in respect of those Series 2 Shares unless payment of the Redemption Price is not duly made by Noranda on presentation and surrender of the certificate or certificates representing the Series 2 Shares.

(7)        Deposit of Redemption Price. At any time after the Redemption Notice is given, Noranda will have the right to deposit the redemption price of any or all Series 2 Shares called for redemption with any chartered bank or trust company in Canada named in the Redemption Notice, including the Transfer Agent (other than Noranda), to the credit of a special account for the respective holders of those Series 2 Shares to be paid on surrender to Noranda or that chartered bank or trust company of the certificate or certificates representing those Series 2 Shares. Any such deposit will constitute payment and satisfaction of the redemption price of the Series 2 Shares for which the deposit is made and the rights of the holders of those shares will be limited to receiving the proportion of the redemption price so deposited applicable to those shares, without interest, on presentation and

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surrender of the certificate or certificates representing the Series 2 Shares being redeemed. Noranda will be entitled to any interest on such deposit.

(8)        Application of Net Proceeds to Redeem Series 2 Shares. From and including June 30, 2010, Noranda will, subject to section 7 and applicable law, apply the net proceeds it realizes from:

to redeem the 123 Shares; provided that from and including June 30, 2010 until June 29, 2012, so long as any Series 1 Shares are outstanding, the net proceeds will be used first to redeem any then outstanding Series 1 Shares; further provided that from and including June 30, 2012 until June 29, 2015, so long as any Series 1 Shares or Series 2 Shares are then outstanding, the net proceeds will be applied as nearly as practicable on a pro rata basis to any then outstanding Series 1 Shares and Series 2 Shares and from and including June 30, 2015, the net proceeds will be applied as nearly as practicable on a pro rata basis to any then outstanding Series 1 Shares, Series 2 Shares and Series 3 Shares.

(1)        Right to Require Retraction. Subject to section 7, applicable law, and compliance with subsections 4(2), (3) and (4), upon the occurrence of a Change of Control Event, a holder shall have the right at any time after the occurrence of a Change of Control Event (the “Retraction Right”) to require Noranda to redeem all of the holder’s then outstanding Series 2 Shares.

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(3)        Exception. Notwithstanding anything contained in this section 4, Noranda shall not redeem any Series 2 Shares tendered to Noranda pursuant to the exercise of the Retraction Right upon the occurrence of an event contemplated under paragraph (ii) or (iii) of the definition of “Change of Control Event” if the applicable Take-over Bid or Control Transaction made or announced is withdrawn or terminated or expires without any person becoming an Acquiring Person and, upon

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any such withdrawal, termination or expiry, any notice delivered pursuant to subsection 4(2)(a) shall be null and void and of no further force or effect.

(4)        Notice. Noranda shall give written notice of the occurrence of any Change of Control Event to all holders within five Business Days of the date on which Noranda first becomes aware of such occurrence.

(1)        Conversion Right. Subject to section 7, applicable law and any requirement to obtain regulatory relief, Noranda, at its option (the “Conversion Right”), may, upon giving written notice (the “Conversion Notice”) at least 30 days but no more than 60 days prior to the Final Redemption Date, convert all or any part of the then outstanding Series 2 Shares into that number of freely-tradeable, fully paid and non-assessable Common Shares per Series 2 Share determined by dividing the aggregate of $25.00, plus an amount equal to accrued and unpaid dividends up to but excluding the Final Redemption Date and calculated in accordance with subsection 2(1)(d) (the whole constituting the “Cash Conversion Price”), by the greater of $2.00 (as adjusted from time to time by the Board of Directors acting in good faith to give effect to any split, division, consolidation, combination or similar change in the capital of Noranda that affects the number of Common Shares then outstanding) and 90% of the U.S. Dollar Equivalent of the Current Market Price as of the Final Redemption Date.

(2)        Conversion Notice. The Conversion Notice must set out the number of Series 2 Shares held by the person to whom it is addressed which are to be converted. The Conversion Notice also must advise the holder that the Common Shares will be registered in the name of the holder of Series 2 Shares to be converted unless the Transfer Agent receives from the holder, at least 10 Business Days before the Final Redemption Date, at any principal office of the Transfer Agent, written notice in form and substance satisfactory to the Transfer Agent directing Noranda to arrange for the registration of such Common Shares in some other name or names (the “Transferee” or the “Transferees”) and stating the name or names (with addresses), accompanied by payment to the Transfer Agent of any transfer tax which may be payable by reason of the transfer and a written declaration, if required by any applicable law or by Noranda, as to the residence of the Transferee(s) and such other matters as may be required by law or requested by Noranda in order to determine the entitlement of the Transferee(s) to such Common Shares, in which case such Common Shares will be registered in the name or names so directed in the written notice. Such conversion will be deemed to have been made at 5:00 p.m. (Toronto time) on the Final Redemption Date, so that the rights of the holder of such Series 2 Shares as the holder thereof will cease at such time and the person or persons entitled to receive Common Shares upon such conversion will be treated for all purposes as having become the holder or holders of record of such Common Shares at such time.

(3)        Pro Rata Conversion. If less than all of the then outstanding Series 2 Shares are at any time to be converted at the option of Noranda, then: (i) the particular Series 2 Shares to be so converted will be selected on a pro rata basis; and (ii) any Series 2 Shares not converted pursuant to this section 5 will be redeemed pursuant to subsection 3(3).

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(4)        Prohibition on Conversion. Noranda cannot exercise the Conversion Right hereunder if: (i) subject to Section 5(7), a Change of Control Event has occurred; (ii) an Extraordinary Dividend has been paid; or (iii) any one or more of the following events has occurred:

(5)        Fractional Shares. Where the aggregate number of Common Shares to be delivered to a holder of Series 2 Shares pursuant to Noranda’s exercise of the Conversion Right includes a fraction of a Common Share, Noranda, in lieu of delivering such fractional share, will pay by cheque an amount equal to the balance of the Cash Conversion Price not otherwise satisfied by the delivery of the Common Shares.

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(7)        Exception. Notwithstanding section 5(4)(i), Noranda shall be entitled to exercise its Conversion Right hereunder in accordance with its terms if the applicable Change of Control Event prohibiting such conversion is the occurrence of (ii) or (iii) under the definition of “Change of Control Event” and the applicable Take-over Bid or Control Transaction made or announced is withdrawn or terminated or expires without any person becoming an Acquiring Person, upon any such withdrawal, termination or expiry.

     Subject to section 7 and to applicable law, Noranda may, at any time, if obtainable, purchase for cancellation, by private agreement or otherwise, at the lowest price or prices at which, in the opinion of the Board of Directors, such shares are obtainable, all or from time to time any part of the then outstanding Series 2 Shares.

(1)        General Restrictions. As long as any Series 2 Shares are outstanding, Noranda will not at any time, without the approval of the holders of the Series 2 Shares given as provided in section 11:

unless, in each such case, all accrued dividends up to and including those payable on the Dividend Payment Date for the last completed period for which dividends are payable on the Series 2 Shares in respect of which the rights of holders have not been extinguished, and all dividends then accrued on all other shares ranking senior to or on a parity with the Series 2 Shares with respect to the payment of dividends up to the immediately preceding respective date or dates for payment in respect of which the rights of holders of those shares have not been extinguished, have been declared, paid or set apart for payment.

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(2)        Extraordinary Dividends. As long as 123 Shares having an aggregate issue price of at least $300 million remain outstanding, Noranda will not at any time, without the approval of the holders of the Series 2 Shares given as provided in section 10 declare, pay or set apart for payment any Extraordinary Dividends.

(1)        Election of Directors. The holders of Series 2 Shares together with the holders of Series 1 Shares and the holders of the Series 3 Shares will have at all times the right, voting collectively, to elect two directors to the Board of Directors at each meeting of shareholders of Noranda at which directors are to be elected. Forthwith upon the occurrence of a Board Event, the holders of the Series 2 Shares together with the holders of the Series 1 Shares and the holders of the Series 3 Shares will, but only for so long as a Board Event is continuing, be entitled, voting collectively, to elect three additional directors (for a total of five). Upon the occurrence of a Board Event, the Board of Directors will, at its election and subject to applicable law, either (i) appoint such additional number of directors to which the holders of the Series 2 Shares (together with the holders of the Series 1 Shares and holders of the Series 3 Shares) are entitled to elect as a result of such occurrence and as may be proposed by the Series 123 Directors, or (ii) forthwith call a special meeting of the applicable shareholders of Noranda for the purpose of electing such additional number of directors and, if necessary, increasing the maximum number of directors that may be elected. The holders of Series 2 Shares are entitled to receive notice of and to attend all annual and special meetings of the Shareholders of Noranda called for the purpose of electing directors as provided in this subsection 8(1) and, for such purpose only, to one vote in respect of each Series 2 Share held at all such meetings.

(2)        Vacancies. If a Series 123 Director ceases to be a director for any reason other than as a result of a Board Event ceasing to continue, the Board of Directors will fill the vacancy thereby created by appointing as soon as reasonably possible that individual who is nominated by the remaining Series 123 Directors, provided that if there are no remaining 123 Directors then in office, the Board of Directors will select the individuals to be appointed.

(3)        Meeting of Shareholders. Except as otherwise provided by law or as specifically provided herein and except for meetings of the holders of Junior Preference Shares as a class and meetings of all holders of Series 2 Shares as a series, the holders of the Series 2 Shares will not be entitled as such to receive notice of, or to attend, or to vote at, any meeting of shareholders of Noranda.

(4)        Meeting of Holders of Series 2 Shares as a Series or Junior Preference Shares as a Class. At any meeting of holders of Series 2 Shares as a series or together with one or more other series or Junior Preference Shares as a class, each such holder will be entitled to one vote in respect of each Series 2 Shares held.

     For greater certainty, nothing in these Series 2 Provisions will affect or restrict the right of Noranda to increase the number of the Common Shares or to issue additional Common Shares from time to time.

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     In addition to any other approvals required by law, the approval of all amendments to the rights, privileges, restrictions and conditions attaching to the Series 2 Shares as a series and any other approval to be given by the holders of Series 2 Shares as a series will be deemed to have been sufficiently given if given by a resolution carried by the affirmative vote of not less than 66²/3% of the votes cast at a meeting of the holders of Series 2 Shares duly called and held on not less than 21 days’ notice at which the holders of at least a majority of the outstanding Series 2 Shares are present or are represented by proxy, or if no quorum is present at such meeting, at an adjourned meeting at which the holders of the Series 2 Shares then present would form the necessary quorum. If at the meeting the holders of a majority of the outstanding Series 2 Shares are not present or represented by proxy within 30 minutes after the time appointed for the meeting, the meeting will be adjourned to such date, not less than 15 days afterwards, and to such time and place as the chairman may designate, and not less than 10 days’ written notice will be given of the adjourned meeting. Subject to the foregoing, the formalities to be observed in respect of the giving of notice of any meeting or adjourned meeting and the conduct of any such meeting will be those prescribed from time to time in the by-laws of Noranda with respect to meetings of shareholders.

     In the event of a capital reorganization, merger or amalgamation of Noranda or comparable transaction affecting the Series 2 Shares, holders of the Series 2 Shares will be entitled to receive pursuant to the exercise of the Conversion Right, and each such holder will accept, the number of shares or other securities or consideration of Noranda or a corporation resulting, surviving or continuing from the capital reorganization, merger, amalgamation or comparable transaction that such holder would have received had such holder been a holder of Common Shares immediately prior to the record date of the capital reorganization, merger, amalgamation or comparable transaction.

(1)        Notice to Noranda. Subject to applicable law, any notice, request or other communication to be given to Noranda by a holder of Series 2 Shares must be in writing and will be valid and effective if given by mail (postage prepaid) or by electronic communication or by delivery to the registered office of Noranda and addressed to the attention of the Secretary. Any such notice, request or other communication, if given by mail, electronic communication or delivery, will be deemed to have been given and received only on actual receipt by Noranda.

(2)        Presentation and Surrender of Certificates. Any presentation and surrender by a holder of Series 2 Shares to Noranda or the Transfer Agent of certificates representing Series 2 Shares in connection with the redemption of Series 2 Shares must be made by registered mail (postage prepaid) or by delivery to the registered office of Noranda or to such office of the Transfer Agent as may be specified by Noranda, in each case addressed to the attention of the Secretary of Noranda. Any such presentation and surrender of certificates will be deemed to have been made and to be effective only on actual receipt by Noranda or the Transfer Agent, as the case may be. Any such presentation and surrender of certificates made by registered mail will be at the sole risk of the holder mailing the same.

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(3)        Notice to Holders of Series 2 Shares. Subject to applicable law, any notice, including but not limited to the Redemption Notice and the Conversion Notice, request or other communication to be given to a holder of Series 2 Shares by or on behalf of Noranda must be in writing and will be valid and effective if given by ordinary unregistered first class mail (postage prepaid) or by electronic communication or by delivery to the address of the holder recorded in the securities register of Noranda or, in the case of joint holders, to the address of that one whose name appears first in the register of holders as one of such joint holders. Any such notice, request or other communication, if given by mail, will be deemed to have been given and received on the fifth Business Day following the date of mailing and, if given by electronic communication or by delivery, will be deemed to have been given and received on the date of electronic communication or delivery. Accidental failure or omission to give any notice, request or other communication to one or more holders of Series 2 Shares, or any defect in such notice, will not invalidate or otherwise alter or affect any action or proceeding to be taken by Noranda pursuant to that notice, request or other communication.

     Noranda will elect, in the manner and within the time provided under Section 191.2 in Part VI.1 of the Tax Act or any successor or replacement provision of similar effect, and take all other necessary action under the Tax Act, to pay or cause payment of the tax under Part VI.1 of the Tax Act at a rate such that the corporate holders of the Series 2 Shares will not be required to pay tax under Part IV.1 of the Tax Act on dividends received on such shares.

     Subject to applicable laws, Noranda will have the right, with respect to any funds deposited by Noranda to any chartered bank or trust company in respect of amounts due to holders of Series 2 Shares, on or after the second anniversary date of the deposit of such funds to any chartered bank or trust company, to require that such chartered bank or trust company return to Noranda any funds which remain unclaimed by holders of the Series 2 Shares. If at any time following the return of the unclaimed funds to Noranda, either Noranda or the chartered bank or trust company receives a request from a holder of Series 2 Shares for the holder’s unclaimed entitlement to any amount due to the holder in respect of the holder’s Series 2 Shares, Noranda will promptly arrange for the payment of such amount to the holder.

     Notwithstanding any other right, privilege, restriction or condition attaching to the Series 2 Shares, Noranda may, at its option, make any payment due to a holder of Series 2 Shares hereunder by way of a wire or electronic transfer of funds to each registered holder of Series 2 Shares. In the event that a payment is made by way of a wire or electronic transfer of funds, Noranda will be responsible for any applicable charges or fees relating to the making of such transfer. As soon as practicable following the determination by Noranda that a payment is to be made by way of a wire or electronic transfer of funds, Noranda will notify each registered holder of Series 2 Shares at the address of such holder as it appears on the register of holders. Such notice by Noranda will request that each registered holder of Series 2 Shares provide the particulars of an account of such holder with a chartered bank or trust company in Canada to which the wire or electronic transfer of funds

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will be directed. In the event that Noranda does not receive account particulars from a registered holder of Series 2 Shares prior to the date such payment is to be made, Noranda will deposit the funds otherwise payable to such holder in a special account or accounts in trust for each respective holder. The making of a payment by way of a wire or electronic transfer of funds or, in the case where a registered holder of the Series 2 Shares has not provided Noranda with account particulars for a wire or electronic transfer of funds, the deposit by Noranda of the funds otherwise payable to such holder in a special account or accounts in trust for such holder, will be deemed to constitute payment by Noranda on the date thereof and will satisfy and discharge all liabilities of Noranda for such payment to the extent of the amount represented by such transfer.

     As long as any of the 123 Shares are outstanding, Noranda may not issue any additional Preferred Shares, other than Cumulative Redeemable Preferred Shares, Series F issuable upon the conversion of Cumulative Redeemable Preferred Shares, Series G and Cumulative Redeemable Preferred Shares, Series G issuable upon the conversion of Cumulative Redeemable Preferred Shares, Series F, without the approval of the holders of the 123 Shares, expressed by resolution of the holders of all such shares voting together. For this purpose, the approval to be given will be deemed to have been sufficiently given if given by a resolution carried by the affirmative vote of not less than 66²/3% of the votes cast at a meeting of the holders of 123 Shares duly called and held on not less than 21 days’ notice at which the holders of at least a majority of the outstanding 123 Shares are present or are represented by proxy, or if no quorum is present at such meeting, at an adjourned meeting at which the holders of the 123 Shares then present would form the necessary quorum. If at the meeting the holders of a majority of the outstanding 123 Shares are not present or represented by proxy within 30 minutes after the time appointed for the meeting, the meeting will be adjourned to such date, not less than 15 days afterwards, and to such time and place as the chairman may designate, and not less than 10 days’ written notice will be given of the adjourned meeting. Subject to the foregoing, the formalities to be observed in respect of the giving of notice of any meeting or adjourned meeting and the conduct of any such meeting will be those prescribed from time to time in the by-laws of Noranda with respect to meetings of shareholders.

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Number and Designation of, and Rights, Privileges, Restrictions and Conditions Attaching to, the Junior Preference Shares, Series 3

     The third series of Junior Preference Shares of Noranda shall consist of 10,000,000 shares designated as Junior Preference Shares, Series 3 (the “Series 3 Shares”) with an issue price of $25.00 per share (the “Issue Price”) and, in addition to the rights, privileges, restrictions and conditions attaching to the Junior Preference Shares as a class, shall have attached thereto the following rights, privileges, restrictions and conditions (the “Series 3 Provisions”):

“Acquiring Person” means any person who is the Beneficial Owner of a Significant Interest in the outstanding Voting Shares; provided, however, that the term “Acquiring Person” shall not include:

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“Adjusted Net Worth” means, as at the end of any fiscal quarter, the aggregate value of:

all as set forth in Noranda’s consolidated balance sheet for such fiscal quarter filed in accordance with applicable securities laws.

“Affiliate”, when used to indicate a relationship with a specified corporation, means a person that directly, or indirectly through one or more controlled intermediaries, controls, or is controlled by, or is under common control with, such specified corporation.

“Associate”, when used to indicate a relationship with a specified person, means (i) a spouse of such specified person, (ii) any person of either sex with whom such specified person is living in a conjugal relationship outside marriage or (iii) any relative of such specified person or of a person mentioned in clauses (i) or (ii) of this definition if that relative has the same residence as the specified person.

“Basic Redemption Price” has the meaning attributed to it in subsection 3(2).

A person shall be deemed the “Beneficial Owner”, and to have “Beneficial Ownership” of and to “Beneficially Own”:

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“Board Event” means any one of the following events:

“Board of Directors” means the board of directors of Noranda.

“Brascan” means Brascan Corporation, any Affiliate of Brascan Corporation or any party acting jointly or in concert with Brascan Corporation or any of its Affiliates.

“Business Day” means a day other than a Saturday, a Sunday or any other day which is a statutory or civic holiday in Toronto, Ontario.

“Cash Conversion Price” has the meaning attributed to it in subsection 5(1).

“Change of Control Event” means the occurrence of:

“Change of Control Retraction Date” means the date on which the Series 3 Shares are redeemed pursuant to subsection 4(2)(b)(i), (ii) or (iii), as applicable.

“Common Shares” means the common shares of Noranda, and any other securities into which those shares may be changed or for which those shares may be exchanged (whether or not Noranda is the issuer of such other securities).

“Control Transaction” means any merger, arrangement, amalgamation, reorganization, acquisition, material sale of shares or rights or interests therein or thereto or similar transactions involving Noranda, which will result in any person Beneficially Owning, whether directly as a result of such transaction or together with the Common Shares that such person Beneficially Owned before the completion of such transaction, a Significant Interest in Noranda.

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“controlled”: a body corporate is “controlled” by another person if:

and “controls”, “controlling” and “under common control with” shall be interpreted accordingly.

“Conversion Notice” has the meaning attributed to it in subsection 5(1).

“Conversion Right” has the meaning attributed to it in subsection 5(1).

“Convertible Securities” means, at any time, any securities issued by Noranda (including rights, warrants and options but other than the 123 Shares) carrying any purchase, exercise, conversion or exchange right, pursuant to which the holder thereof may acquire Voting Shares or other securities convertible into or exercisable or exchangeable for Voting Shares (in each case, whether such right is exercisable immediately or after a specified period and whether or not on condition or the happening of any contingency).

“Convertible Security Acquisition” means the acquisition of Voting Shares upon the exercise of Convertible Securities acquired by a person pursuant to an Exempt Acquisition or a Pro Rata Acquisition.

“Current Market Price” means, at any date, the volume weighted average trading price of Common Shares on the Toronto Stock Exchange (or, if not then listed on that exchange, on another exchange or market chosen by the Board of Directors in their sole discretion on which Common Shares are then traded), for a period of 20 consecutive Trading Days ending on the fourth day immediately prior to that date or, if such fourth day is not a Trading Day, on the immediately preceding Trading Day.

“Dividend” and “Dividends” have the respective meanings attributed to them in subsection 2(1)(a).

“Dividend Payment Date” means the last day of the months of March, June, September and December in each year.

“Dividend Period” means the Initial Dividend Period and, thereafter, the period from and including a Dividend Payment Date to but excluding the next succeeding Dividend Payment Date.

“Exempt Acquisition” means an acquisition of Voting Shares or Convertible Securities (i) pursuant to a distribution of Voting Shares or Convertible Securities (and the conversion or exchange of such Convertible Securities) made by Noranda pursuant to a prospectus or private placement provided that the person does not acquire a greater percentage of the securities offered in the distribution than the percentage of Voting Shares Beneficially Owned by that person immediately prior to the distribution, or (ii) pursuant to an amalgamation, merger or other statutory procedure requiring shareholder approval.

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“Extraordinary Dividend” means:

“Final Redemption Date” means June 30, 2015.

“freely-tradeable” means, in respect of a Common Share, that (i) the Common Share is transferable and not subject to any escrow requirements or to any cease trade order imposed by a Canadian securities regulatory authority, and (ii) all hold periods imposed by Canadian securities legislation before such Common Share can be traded without a prospectus or in reliance on a prospectus exemption have expired.

“Initial Dividend Period” means the period from and including the Issue Date to but excluding the first Dividend Payment Date after the Issue Date.

“Issue Date” means the date any of the Series 3 Shares are first issued.

“Issue Price” has the meaning attributed to it in the introductory paragraph to these rights, privileges, restrictions attaching to the Series 1 Shares.

“Noranda” means Noranda Inc. and any corporation resulting, surviving or continuing from the merger, arrangement, amalgamation or reorganization of Noranda Inc., or a comparable transaction.

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“Offer to Acquire” shall include:

or any combination thereof, and the person accepting an offer to sell shall be deemed to be making an Offer to Acquire to the person that made the offer to sell.

“Offeror” means a person who has announced an intention to make or who has made a Take-over Bid (excluding an Offer to Acquire Common Shares or other securities made by a Manager, Trust Company, Crown Agent, Statutory Body, Administrator or Plan referred to in clause (B) of the definition of “Beneficial Owner” pursuant to a distribution by Noranda or by means of ordinary market transactions (including pre-arranged trades entered into in the ordinary course of business of such person) in the circumstances contemplated in said clause (B)), but only so long as the Take-over Bid so announced or made has not been withdrawn or terminated or has not expired.

“Offeror’s Securities” means the aggregate of the Voting Shares Beneficially Owned by an Offeror on the date of an Offer to Acquire by an Offeror.

“123 Shares” means, collectively, the Series 1 Shares, the Series 2 Shares and the Series 3 Shares.

“123 Share Acquisition” means, in respect of holders of the 123 Shares, (i) the payment of a Dividend by the issuance of Common Shares pursuant to subsection 2(2)(a) or (ii) the issuance of Common Shares upon exercise by Noranda of its conversion right pursuant to section 5.

“Optional Redemption Price” has the meaning attributed to it in subsection 3(1).

“Pro Rata Acquisition” means an acquisition by a person of Voting Shares or Convertible Securities (i) as a result of a stock dividend, a stock split or other event pursuant to which such person receives or acquires Voting Shares or Convertible Securities on the same pro rata basis as all other holders of Voting Shares of the same class or series of Noranda, (ii) pursuant to a regular dividend reinvestment or other plan of Noranda made available by Noranda to the holders of Voting Shares where such plan permits the holder to direct that the dividends paid in respect of such Voting Shares be applied to the purchase from Noranda of further securities of Noranda, or (iii) pursuant to the receipt and/or exercise of rights (other than the 123 Shares) issued by Noranda to all of the holders of a series or class of Voting Shares on a pro rata basis to subscribe for or purchase Voting Shares or Convertible Securities, provided that the person does not acquire a greater percentage of the securities issuable on exercise of such rights than the percentage of Voting Shares Beneficially Owned by that person immediately prior to the commencement of the offering of rights and that such rights are acquired directly from Noranda and not from any other person.

“Redemption Date” means (i) in the case of a mandatory redemption pursuant to subsection 3(3), the Final Redemption Date, (ii) in the case of a redemption in connection with an exercise of the Retraction Right, the Change of Control Retraction Date, and (iii) in all other cases, the date on which the redemption is to occur.

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“Redemption Notice” has the meaning attributed to it in subsection 3(5).

“Redemption Price” means (i) if the redemption occurs on or before June 30, 2013, the Optional Redemption Price, and (ii) if the redemption occurs after June 30, 2013, the Basic Redemption Price.

“Re-Set Dividend Rate” means the greater of (i) 6.50%, and (ii) the Ten Year U.S. Treasury Bond Yield plus 2.35%.

“Re-Set Dividend Period” means, initially, the period from and including June 30, 2010 to but excluding June 30, 2012 and, thereafter, the period from and including June 30, 2012 to but excluding June 30, 2014 and the period from and including June 30, 2014 to but excluding June 30, 2015, respectively.

“Retraction Price” has the meaning attributed to it in subsection 4(2)(b).

“Retraction Right” has the meaning attributed to it in subsection 4(1).

“Series 1 Shares” means the first series of Junior Preference Shares of Noranda.

“Series 123 Directors” means, at any time, those directors of Noranda most recently elected by or appointed on behalf of the holders of the Series 1 Shares, Series 2 Shares and Series 3 Shares, collectively.

“Series 2 Shares” means the second series of Junior Preference Shares of Noranda, designated as Junior Preference Shares, Series 2.

“Series 3 Provisions” has the meaning attributed to it in the introductory paragraph to these rights, privileges, restrictions and conditions attaching to the Series 3 Shares.

“Series 3 Shares” has the meaning attributed to it in the introductory paragraph to these Series 3 Provisions.

“Significant Interest”: a person has a Significant Interest in the Voting Shares where that person Beneficially Owns 30% or more of the outstanding Voting Shares.

“Subsidiary”: a body corporate is a Subsidiary of another body corporate if:

“Take-over Bid” means an Offer to Acquire Voting Shares, where the Voting Shares subject to the Offer to Acquire and the Offeror’s Securities, constitute a Significant Interest in the outstanding Voting Shares at the date of the Offer to Acquire.

“Tax Act” means the Income Tax Act (Canada).

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“Ten Year U.S. Treasury Bond Yield” means on any date shall mean the average of the yields determined by two registered Canadian investment dealers, selected by the board of directors of Noranda, as being the yield to maturity on such date compounded semi-annually and calculated in accordance with generally accepted financial practice, which a non-callable United States Treasury Bond would carry if issued in U.S. dollars in the United States at 100% of its principal amount on such date with a term to maturity of ten years.

“Trading Day” means with respect to any stock exchange or over-the-counter market, a day on which shares may be traded through the facilities of such stock exchange or in such over-the-counter market, and otherwise means a day on which shares may be traded through the facilities of the principal stock exchange on which the Common Shares are listed (or, if the Common Shares are not listed on any stock exchange, then in the over-the-counter market).

“Transfer Agent” means Noranda, or such other person as from time to time may be the registrar and transfer agent for the Series 3 Shares.

“Transferee” and “Transferees” have the meanings attributed to them in subsection 5(2).

“U.S. — Canadian Exchange Rate” means, on any date:

“U.S. Dollar Equivalent” of any amount which is expressed in Canadian dollars means, on any date, the United States dollar equivalent of such amount determined by multiplying such amount by the U.S. — Canadian Exchange Rate in effect on such date.

“Voting Share Reduction” means an acquisition or a redemption by Noranda of Voting Shares.

“Voting Shares” means collectively the Common Shares and any other shares in the capital stock or voting interests of Noranda entitled to vote generally in the election of directors.

(2)        Ranking of Shares. The expressions “in priority to”, “on a parity with”, “ranking equally with”, “ranking prior to” and “ranking junior to” and similar expressions refer to the order of priority only in payment of dividends or in the distribution of assets in the event of any liquidation, dissolution of winding-up of Noranda, whether voluntary or involuntary, or any other distribution of the assets of Noranda for the purpose of winding-up its affairs.

(3)        Holder. References to a “holder” in these Series 3 Provisions mean the registered owner of such shares.

(4)        Extended Meanings. References in these Series 3 Provisions to words importing the singular number only include the plural and vice versa, words importing any gender include all genders and words importing persons include individuals, corporations, limited and unlimited

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liability companies, general and limited partnership, associations, trusts, unincorporated organizations, joint ventures and governmental authorities. The term “including” means “including without limiting the generality of the foregoing”.

(5)        References to Statutes. Except as otherwise noted herein, reference to any statute in these Series 3 Provisions is to that statute as in force from time to time, including any regulations, rules, policy statements or guidelines made under that statute, and includes any statute which may be enacted in substitution of that statute.

(6)        References to Sections. Reference in these Series 3 Provisions to any section or subdivision is to the designated section or subdivision of these Series 3 Provisions.

(7)        Acting Jointly or in Concert. For purposes of these Series 3 Provisions, a person is acting jointly or in concert with every other person who is a party to any agreement, commitment or understanding (whether formal or informal and whether or not in writing) with the first mentioned person to acquire or offer to acquire or vote Voting Shares (other than (i) in the case of agreements to acquire Voting Shares customary agreements with and between underwriters and/or banking group and/or selling group members with respect to a distribution of securities pursuant to a prospectus or by way of private placement and other than pursuant to pledges of securities in the ordinary course of business and (ii) in the case of agreements to vote Voting Shares, agreements to vote for a limited purpose and without the intention of acquiring or exercising control).

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     Except as otherwise provided in these Series 3 Provisions, all references to currency herein are to lawful money of the United States.

     The amount of   •   is specified in respect of each Series 3 Share for the purposes of subsection 191(4) of the Tax Act.

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(1)        Redemption On or Before June 30, 2013. On or before June 30, 2013, but subject to section 7 and to applicable law, Noranda, may upon giving notice as hereinafter provided, redeem at any time the whole or from time to time any part of the then outstanding Series 3 Shares from, subject to subsection 3(4), any one or more of the holders thereof as the Board of Directors may in its sole discretion determine by payment of an amount in cash for each share to be redeemed of $25.25, together with an amount equal to accrued and unpaid dividends up to but excluding the date fixed for redemption and calculated in accordance with subsection 2(1)(c) (the “Optional Redemption Price”).

(2)        Redemption From July 1, 2013 to June 29, 2015. From and including July 1, 2013 to and including June 29, 2015, but subject to section 7 and to applicable law, Noranda, may upon giving notice as hereinafter provided, redeem at any time the whole or from time to time any part of the then outstanding Series 3 Shares from, subject to subsection 3(4), the holders thereof as the Board of Directors may in its sole discretion determine by payment of an amount in cash for each share redeemed of $25.00, together with an amount equal to accrued and unpaid dividends up to but excluding the date fixed for redemption and calculated in accordance with subsection 2(1)(d) (the “Basic Redemption Price”).

(3)        Mandatory Redemption on the Final Redemption Date. Subject to section 7 and to applicable law and to any notice of conversion given by Noranda pursuant to section 7, and notwithstanding any other redemptions of Series 1 Shares made by Noranda pursuant to any other provision hereof, Noranda shall, on the Final Redemption Date, redeem the then outstanding Series 1 Shares by payment of an amount in cash for each share redeemed equal to the Basic Redemption Price. If, as a result of applicable law or any provision herein, Noranda fails to redeem all of the Series 3 Shares on the Final Redemption Date, Noranda shall redeem as soon thereafter as possible the remaining Series 3 Shares, as nearly as practicable on a pro rata basis with any then outstanding Series 1 Shares and Series 2 Shares.

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(4)        Partial Redemption. On or before June 30, 2012, but subject to the immediately following sentences, if any of the then issued and outstanding Series 3 Shares are to be redeemed, Series 3 Shares will be redeemed as nearly as practicable on a pro rata basis with the Series 1 Shares and Series 2 Shares then outstanding. From June 30, 2012 to June 29, 2015, no Series 3 Shares may be redeemed hereunder until all the Series 2 Shares have been redeemed. Following June 30, 2015, any redemption of the Series 3 Shares hereunder shall be made as nearly as practicable on a pro rata basis with any Series 1 Shares and Series 2 Shares then outstanding.

(5)        Notice of Redemption. In the case of any Redemption pursuant to subsections (1), (2) or (3) of this section 3, Noranda will give to each holder of Series 3 Shares to be redeemed a notice in writing of the intention of Noranda to redeem such shares (the “Redemption Notice”) not less than 30 days and not more than 60 days prior to the Redemption Date, but in any event, Noranda will redeem the then outstanding Shares L Shares on the Redemption Date. The Redemption Notice must set out the number of Series 3 Shares held by the person to whom it is addressed which are to be redeemed, the Redemption Price and the Redemption Date. A Redemption Notice will be validly and effectively given on the date on which it is sent and such notice will be given and sent by ordinary unregistered first class prepaid mail or by delivery addressed to each holder of Series 3 Shares to be redeemed at the last address of such holder as it appears on the register of holders, or, in the case of joint holders, to the address of that one whose name appears first in the register of holders as one of such joint holders, provided that the accidental failure or omission to give any such notices as aforesaid to one or more of such holders shall not affect the validity of the redemption as to the other holders of the Series 3 Shares to be redeemed..

(6)        Method of Payment. On the Redemption Date, Noranda will pay or cause to be paid to or to the order of the holders of the Series 3 Shares to be redeemed, the Redemption Price thereof on presentation and surrender at the principal office of the Transfer Agent, or at any other place or places within Canada designated in the Redemption Notice, of the certificate or certificates for the Series 3 Shares so called for redemption, together with such other documents as may be reasonably required to effect the redemption of the Series 3 Shares. Payment will be made by cheque payable at par at any branch in Canada of a chartered bank or trust company. If only a part of the Series 3 Shares represented by any certificate are redeemed, a new certificate for the balance will be issued at the expense of Noranda. Subject to subsection 3(5), from and after the date specified in any Redemption Notice, the Series 3 Shares called for redemption will be deemed to be redeemed and the holders of those Series 3 Shares will cease to be entitled to dividends and will not be entitled to exercise any of the rights of shareholders in respect of those Series 3 Shares unless payment of the Redemption Price is not duly made by Noranda on presentation and surrender of the certificate or certificates representing the Series 3 Shares.

(7)        Deposit of Redemption Price. At any time after the Redemption Notice is given, Noranda will have the right to deposit the redemption price of any or all Series 3 Shares called for redemption with any chartered bank or trust company in Canada named in the Redemption Notice, including the Transfer Agent (other than Noranda), to the credit of a special account for the respective holders of those Series 3 Shares to be paid on surrender to Noranda or that chartered bank or trust company of the certificate or certificates representing those Series 3 Shares. Any such deposit will constitute payment and satisfaction of the redemption price of the Series 3 Shares for which the deposit is made and the rights of the holders of those shares will be limited to receiving the proportion of the redemption price so deposited applicable to those shares, without interest, on presentation and

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surrender of the certificate or certificates representing the Series 3 Shares being redeemed. Noranda will be entitled to any interest on such deposit.

(8)        Application of Net Proceeds to Redeem Series 3 Shares. From and including June 30, 2010, Noranda will, subject to section 7 and applicable law, apply the net proceeds it realizes from:

to redeem the 123 Shares; provided that from and including June 30, 2010 until June 29, 2012, so long as any Series 1 Shares are outstanding, the net proceeds will be used first to redeem any then outstanding Series 1 Shares; further provided that from and including June 30, 2012 until June 29, 2015, so long as any Series 1 Shares or Series 2 Shares are then outstanding, the net proceeds will be applied as nearly as practicable on a pro rata basis to any then outstanding Series 1 Shares and Series 2 Shares and from and including June 30, 2015, the net proceeds will be applied as nearly as practicable on a pro rata basis to any then outstanding Series 1 Shares, Series 2 Shares and Series 3 Shares.

(1)        Right to Require Retraction. Subject to section 7, applicable law, and compliance with subsections 4(2), (3) and (4), upon the occurrence of a Change of Control Event, a holder shall have the right at any time after the occurrence of a Change of Control Event (the “Retraction Right”) to require Noranda to redeem all of the holder’s then outstanding Series 3 Shares.

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(3)        Exception. Notwithstanding anything contained in this section 4, Noranda shall not redeem any Series 3 Shares tendered to Noranda pursuant to the exercise of the Retraction Right upon the occurrence of an event contemplated under paragraph (ii) or (iii) of the definition of “Change of Control Event” if the applicable Take-over Bid or Control Transaction made or announced is withdrawn or terminated or expires without any person becoming an Acquiring Person and, upon

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any such withdrawal, termination or expiry, any notice delivered pursuant to subsection 4(2)(a) shall be null and void and of no further force or effect.

(4)        Notice. Noranda shall give written notice of the occurrence of any Change of Control Event to all holders within five Business Days of the date on which Noranda first becomes aware of such occurrence.

(1)        Conversion Right. Subject to section 7, applicable law and any requirement to obtain regulatory relief, Noranda, at its option (the “Conversion Right”), may, upon giving written notice (the “Conversion Notice”) at least 30 days but no more than 60 days prior to the Final Redemption Date, convert all or any part of the then outstanding Series 1 Shares into that number of freely-tradeable, fully paid and non-assessable Common Shares per Series 1 Share determined by dividing the aggregate of $25.00, plus an amount equal to accrued and unpaid dividends up to but excluding the Final Redemption Date and calculated in accordance with subsection 2(1)(c) (the whole constituting the “Cash Conversion Price”), by the greater of $2.00 (as adjusted from time to time by the Board of Directors acting in good faith to give effect to any split, division, consolidation, combination or similar change in the capital of Noranda that affects the number of Common Shares then outstanding) and 90% of the U.S. Dollar Equivalent of the Current Market Price as of the Final Redemption Date.

(2)        Conversion Notice. The Conversion Notice must set out the number of Series 1 Shares held by the person to whom it is addressed which are to be converted. The Conversion Notice also must advise the holder that the Common Shares will be registered in the name of the holder of Series 1 Shares to be converted unless the Transfer Agent receives from the holder, at least 10 Business Days before the Final Redemption Date, at any principal office of the Transfer Agent, written notice in form and substance satisfactory to the Transfer Agent directing Noranda to arrange for the registration of such Common Shares in some other name or names (the “Transferee” or the “Transferees”) and stating the name or names (with addresses), accompanied by payment to the Transfer Agent of any transfer tax which may be payable by reason of the transfer and a written declaration, if required by any applicable law or by Noranda, as to the residence of the Transferee(s) and such other matters as may be required by law or requested by Noranda in order to determine the entitlement of the Transferee(s) to such Common Shares, in which case such Common Shares will be registered in the name or names so directed in the written notice. Such conversion will be deemed to have been made at 5:00 p.m. (Toronto time) on the Final Redemption Date, so that the rights of the holder of such Series 1 Shares as the holder thereof will cease at such time and the person or persons entitled to receive Common Shares upon such conversion will be treated for all purposes as having become the holder or holders of record of such Common Shares at such time.

(3)        Pro Rata Conversion. If less than all of the then outstanding Series 1 Shares are at any time to be converted at the option of Noranda, then: (i) the particular Series 1 Shares to be so converted will be selected on a pro rata basis; and (ii) any Series 1 Shares not converted pursuant to this section 5 will be redeemed pursuant to subsection 3(3).

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(4)        Prohibition on Conversion. Noranda cannot exercise the Conversion Right hereunder if: (i) subject to Section 5(7), a Change of Control Event has occurred; (ii) an Extraordinary Dividend has been paid; or (iii) any one or more of the following events has occurred:

(5)        Fractional Shares. Where the aggregate number of Common Shares to be delivered to a holder of Series 3 Shares pursuant to Noranda’s exercise of the Conversion Right includes a fraction of a Common Share, Noranda, in lieu of delivering such fractional share, will pay by cheque an amount equal to the balance of the Cash Conversion Price not otherwise satisfied by the delivery of the Common Shares.

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(7)        Exception. Notwithstanding section 5(4)(i), Noranda shall be entitled to exercise its Conversion Right hereunder in accordance with its terms if the applicable Change of Control Event prohibiting such conversion is the occurrence of (ii) or (iii) under the definition of “Change of Control Event” and the applicable Take-over Bid or Control Transaction made or announced is withdrawn or terminated or expires without any person becoming an Acquiring Person, upon any such withdrawal, termination or expiry.

     Subject to section 7 and to applicable law, Noranda may, at any time, if obtainable, purchase for cancellation, by private agreement or otherwise, at the lowest price or prices at which, in the opinion of the Board of Directors, such shares are obtainable, all or from time to time any part of the then outstanding Series 3 Shares.

(1)        General Restrictions. As long as any Series 3 Shares are outstanding, Noranda will not at any time, without the approval of the holders of the Series 3 Shares given as provided in section 11:

unless, in each such case, all accrued dividends up to and including those payable on the Dividend Payment Date for the last completed period for which dividends are payable on the Series 3 Shares in respect of which the rights of holders have not been extinguished, and all dividends then accrued on all other shares ranking senior to or on a parity with the Series 3 Shares with respect to the payment of dividends up to the immediately preceding respective date or dates for payment in respect of which the rights of holders of those shares have not been extinguished, have been declared, paid or set apart for payment.

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(2)        Extraordinary Dividends. As long as 123 Shares having an aggregate issue price of at least $300 million remain outstanding, Noranda will not at any time, without the approval of the holders of the Series 3 Shares given as provided in section 10 declare, pay or set apart for payment any Extraordinary Dividends.

(1)        Election of Directors. The holders of Series 3 Shares together with the holders of the Series 1 Shares and the holders of the Series 2 Shares will have at all times the right, voting collectively, to elect two directors to the Board of Directors at each meeting of shareholders of Noranda at which directors are to be elected. Forthwith upon the occurrence of (i) a Board Event, the holders of the Series 3 Shares together with the holders of the Series 1 Shares and the holders of the Series 2 Shares will, but only for so long as a Board Event is continuing, be entitled, voting collectively, to elect three additional directors (for a total of five). Upon the occurrence of a Board Event, the Board of Directors will, at its election and subject to applicable law, either (i) appoint such additional number of directors to which the holders of the Series 3 Shares (together with the holders of the Series 1 Shares and holders of the Series 2 Shares) are entitled to elect as a result of such occurrence and as may be proposed by the Series 123 Directors, or (ii) forthwith call a special meeting of the applicable shareholders of Noranda for the purpose of electing such additional number of directors and, if necessary, increasing the maximum number of directors that may be elected. The holders of Series 3 Shares are entitled to receive notice of and to attend all annual and special meetings of the Shareholders of Noranda called for the purpose of electing directors as provided in this subsection 8(1) and, for such purpose only, to one vote in respect of each Series 3 Share held at all such meetings.

(2)        Vacancies. If a Series 123 Director ceases to be a director for any reason other than as a result of a Board Event ceasing to continue, the Board of Directors will fill the vacancy thereby created by appointing as soon as reasonably possible that individual who is nominated by the remaining Series 123 Directors, provided that if there are no remaining 123 Directors then in office, the Board of Directors will select the individuals to be appointed.

(3)        Meeting of Shareholders. Except as otherwise provided by law or as specifically provided herein and except for meetings of the holders of Junior Preference Shares as a class and meetings of all holders of Series 3 Shares as a series, the holders of the Series 3 Shares will not be entitled as such to receive notice of, or to attend, or to vote at, any meeting of shareholders of Noranda.

(4)        Meeting of Holders of Series 3 Shares as a Series or Junior Preference Shares as a Class. At any meeting of holders of Series 3 Shares as a series or together with one or more other series or Junior Preference Shares as a class, each such holder will be entitled to one vote in respect of each Series 3 Shares held.

     For greater certainty, nothing in these Series 3 Provisions will affect or restrict the right of Noranda to increase the number of the Common Shares or to issue additional Common Shares from time to time.

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     In addition to any other approvals required by law, the approval of all amendments to the rights, privileges, restrictions and conditions attaching to the Series 3 Shares as a series and any other approval to be given by the holders of Series 3 Shares as a series will be deemed to have been sufficiently given if given by a resolution carried by the affirmative vote of not less than 66²/3% of the votes cast at a meeting of the holders of Series 3 Shares duly called and held on not less than 21 days’ notice at which the holders of at least a majority of the outstanding Series 3 Shares are present or are represented by proxy, or if no quorum is present at such meeting, at an adjourned meeting at which the holders of the Series 3 Shares then present would form the necessary quorum. If at the meeting the holders of a majority of the outstanding Series 3 Shares are not present or represented by proxy within 30 minutes after the time appointed for the meeting, the meeting will be adjourned to such date, not less than 15 days afterwards, and to such time and place as the chairman may designate, and not less than 10 days’ written notice will be given of the adjourned meeting. Subject to the foregoing, the formalities to be observed in respect of the giving of notice of any meeting or adjourned meeting and the conduct of any such meeting will be those prescribed from time to time in the by-laws of Noranda with respect to meetings of shareholders.

     In the event of a capital reorganization, merger or amalgamation of Noranda or comparable transaction affecting the Series 3 Shares, holders of the Series 3 Shares will be entitled to receive pursuant to the exercise of the Conversion Right, and each such holder will accept, the number of shares or other securities or consideration of Noranda or a corporation resulting, surviving or continuing from the capital reorganization, merger, amalgamation or comparable transaction that such holder would have received had such holder been a holder of Common Shares immediately prior to the record date of the capital reorganization, merger, amalgamation or comparable transaction.

(1)        Notice to Noranda. Subject to applicable law, any notice, request or other communication to be given to Noranda by a holder of Series 3 Shares must be in writing and will be valid and effective if given by mail (postage prepaid) or by electronic communication or by delivery to the registered office of Noranda and addressed to the attention of the Secretary. Any such notice, request or other communication, if given by mail, electronic communication or delivery, will be deemed to have been given and received only on actual receipt by Noranda.

(2)        Presentation and Surrender of Certificates. Any presentation and surrender by a holder of Series 3 Shares to Noranda or the Transfer Agent of certificates representing Series 3 Shares in connection with the redemption of Series 3 Shares must be made by registered mail (postage prepaid) or by delivery to the registered office of Noranda or to such office of the Transfer Agent as may be specified by Noranda, in each case addressed to the attention of the Secretary of Noranda. Any such presentation and surrender of certificates will be deemed to have been made and to be effective only on actual receipt by Noranda or the Transfer Agent, as the case may be. Any such presentation and surrender of certificates made by registered mail will be at the sole risk of the holder mailing the same.

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(3)        Notice to Holders of Series 3 Shares. Subject to applicable law, any notice, including but not limited to the Redemption Notice and the Conversion Notice, request or other communication to be given to a holder of Series 3 Shares by or on behalf of Noranda must be in writing and will be valid and effective if given by ordinary unregistered first class mail (postage prepaid) or by electronic communication or by delivery to the address of the holder recorded in the securities register of Noranda or, in the case of joint holders, to the address of that one whose name appears first in the register of holders as one of such joint holders. Any such notice, request or other communication, if given by mail, will be deemed to have been given and received on the fifth Business Day following the date of mailing and, if given by electronic communication or by delivery, will be deemed to have been given and received on the date of electronic communication or delivery. Accidental failure or omission to give any notice, request or other communication to one or more holders of Series 3 Shares, or any defect in such notice, will not invalidate or otherwise alter or affect any action or proceeding to be taken by Noranda pursuant to that notice, request or other communication.

     Noranda will elect, in the manner and within the time provided under Section 191.2 in Part VI.1 of the Tax Act or any successor or replacement provision of similar effect, and take all other necessary action under the Tax Act, to pay or cause payment of the tax under Part VI.1 of the Tax Act at a rate such that the corporate holders of the Series 3 Shares will not be required to pay tax under Part IV.1 of the Tax Act on dividends received on such shares.

     Subject to applicable laws, Noranda will have the right, with respect to any funds deposited by Noranda to any chartered bank or trust company in respect of amounts due to holders of Series 3 Shares, on or after the second anniversary date of the deposit of such funds to any chartered bank or trust company, to require that such chartered bank or trust company return to Noranda any funds which remain unclaimed by holders of the Series 3 Shares. If at any time following the return of the unclaimed funds to Noranda, either Noranda or the chartered bank or trust company receives a request from a holder of Series 3 Shares for the holder’s unclaimed entitlement to any amount due to the holder in respect of the holder’s Series 3 Shares, Noranda will promptly arrange for the payment of such amount to the holder.

     Notwithstanding any other right, privilege, restriction or condition attaching to the Series 3 Shares, Noranda may, at its option, make any payment due to a holder of Series 3 Shares hereunder by way of a wire or electronic transfer of funds to each registered holder of Series 3 Shares. In the event that a payment is made by way of a wire or electronic transfer of funds, Noranda will be responsible for any applicable charges or fees relating to the making of such transfer. As soon as practicable following the determination by Noranda that a payment is to be made by way of a wire or electronic transfer of funds, Noranda will notify each registered holder of Series 3 Shares at the address of such holder as it appears on the register of holders. Such notice by Noranda will request that each registered holder of Series 3 Shares provide the particulars of an account of such holder with a chartered bank or trust company in Canada to which the wire or electronic transfer of funds

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will be directed. In the event that Noranda does not receive account particulars from a registered holder of Series 3 Shares prior to the date such payment is to be made, Noranda will deposit the funds otherwise payable to such holder in a special account or accounts in trust for each respective holder. The making of a payment by way of a wire or electronic transfer of funds or, in the case where a registered holder of the Series 3 Shares has not provided Noranda with account particulars for a wire or electronic transfer of funds, the deposit by Noranda of the funds otherwise payable to such holder in a special account or accounts in trust for such holder, will be deemed to constitute payment by Noranda on the date thereof and will satisfy and discharge all liabilities of Noranda for such payment to the extent of the amount represented by such transfer.

     As long as any of the 123 Shares are outstanding, Noranda may not issue any additional Preferred Shares, other than Cumulative Redeemable Preferred Shares, Series F issuable upon the conversion of Cumulative Redeemable Preferred Shares, Series G and Cumulative Redeemable Preferred Shares, Series G issuable upon the conversion of Cumulative Redeemable Preferred Shares, Series F, without the approval of the holders of the 123 Shares expressed by resolution of the holders of all such shares voting together. For this purpose, the approval to be given will be deemed to have been sufficiently given if given by a resolution carried by the affirmative vote of not less than 66²/3% of the votes cast at a meeting of the holders of 123 Shares duly called and held on not less than 21 days’ notice at which the holders of at least a majority of the outstanding 123 Shares are present or are represented by proxy, or if no quorum is present at such meeting, at an adjourned meeting at which the holders of the 123 Shares then present would form the necessary quorum. If at the meeting the holders of a majority of the outstanding 123 Shares are not present or represented by proxy within 30 minutes after the time appointed for the meeting, the meeting will be adjourned to such date, not less than 15 days afterwards, and to such time and place as the chairman may designate, and not less than 10 days’ written notice will be given of the adjourned meeting. Subject to the foregoing, the formalities to be observed in respect of the giving of notice of any meeting or adjourned meeting and the conduct of any such meeting will be those prescribed from time to time in the by-laws of Noranda with respect to meetings of shareholders.

EXHIBIT B

Conditions of the Issuer Bid

     Notwithstanding any other provision of the Issuer Bid, the Corporation shall not be required to accept for exchange or exchange any Shares and may terminate, amend or cancel the Issuer Bid or may postpone the exchange of any Shares tendered if, at any time on or after March 8, 2005 and at or before the exchange of any such Shares for Preferred Shares, any of the following events shall have occurred:

     (a) there shall have been threatened, instituted or pending any action or proceeding by any government or governmental authority or regulatory or administrative agency in any jurisdiction, or by any other person in any jurisdiction, before any court or governmental authority or regulatory or administrative agency in any jurisdiction, (i) challenging or seeking to cease trade, or make illegal, or delay or otherwise directly or indirectly restrain or prohibit the making of the Offer, the acceptance for exchange of some or all of the Shares by the Corporation, the issuance of the Preferred Shares in exchange therefor or otherwise directly or indirectly relating in any manner to or affecting the Issuer Bid, or (ii) that otherwise, in the sole judgment of the Corporation, acting reasonably, has or may have a material adverse effect on value of, or trading in, the Shares or on the business, properties, condition (financial or otherwise), income, assets, liabilities, operations, results of operations or prospects of the Corporation and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or has or may materially impair the contemplated benefits of the Issuer Bid to the Corporation and its subsidiaries taken as a whole; or

     (b) there shall (i) have been any approval withheld or any statute, rule, regulation, stay, decree, judgment or order or injunction proposed (and likely to be enacted), sought, enacted, enforced, promulgated, amended, issued or deemed applicable to the Issuer Bid, the Corporation or any of its subsidiaries by any court, government, governmental authority or regulatory or administrative agency in any jurisdiction, or (ii) be any other prohibition at law, that, in the sole judgment of the Corporation, acting reasonably, might result directly or indirectly in any of the consequences referred to in clauses (i) or (ii) of paragraph (a) above or would or might prohibit, prevent, restrict or delay consummation of the Issuer Bid; or

     (c) there shall have occurred: (i) any general suspension of trading in, or limitation on prices for, securities on any securities exchange or in the over-the-counter market in Canada or the United States; (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in Canada or in the United States; (iii) the commencement of a war, armed hostilities or other international or national calamity, or the escalation of any existing war, armed hostilities or other international or national calamity, directly or indirectly involving Canada or the United States, which, in the sole judgment of the Corporation, acting reasonably, materially adversely affects or will materially adversely affect the financial markets or the business, operations or affairs of the Corporation and its subsidiaries, taken as a whole; (iv) any change in the general political, market, economic or financial conditions that has or may have a Material Adverse Effect other than a change relating to these conditions generally and not specifically to the Corporation and its subsidiaries; or

     (d) any change or changes shall have occurred (or any development shall have occurred involving any prospective change or changes) in the business, assets, liabilities, condition (financial or otherwise), operations or results of operations of the Corporation or its subsidiaries that, in the sole judgment of the Corporation, acting reasonably, has or may have a

Material Adverse Effect, provided that (i) the outcome to the Falconbridge Offer shall not be considered such a change, and (ii) such change or changes do not generally affect other senior mining companies listed on the Toronto Stock Exchange; or

     (e) the Corporation shall not have received all necessary regulatory approvals from government bodies, regulatory agencies or any stock exchange; or

     (f) any change shall have occurred or been proposed to the Income Tax Act (Canada) or to the published administrative policies of the Canada Customs and Revenue Agency that, in the sole judgment of the Corporation, acting reasonably, is detrimental to the Corporation or adversely affects the tax consequences of the Issuer Bid for holders of Shares, generally; or

     (g) at the expiry time, fewer than 63,377,140 Shares have been tendered (or deemed to have been tendered) and not withdrawn by Brascan and its affiliates under the Offer.

2

SCHEDULE B

Terms of the Insider Bid

1. General Terms. The Insider Bid offer (the “Falconbridge Offer”) shall be made by a circular bid to all shareholders and prepared in compliance with the OSA and other applicable provincial securities laws. The Falconbridge Offer shall be open for an initial period of at least thirty-five (35) days (calculated in accordance with the OSA) or such longer period as may be required to satisfy all of the conditions set forth in paragraph 3 below and the terms of the support agreement (the “Support Agreement”) between the Corporation and Falconbridge Limited (“Falconbridge”) dated as of the date hereof.

Upon the terms and subject to the conditions of the Falconbridge Offer, the Purchaser will exchange all outstanding common shares of Falconbridge (“Falconbridge Shares”), not owned by the Corporation, deposited and not withdrawn under the Falconbridge Offer as required by applicable securities laws and in accordance with the terms of the Support Agreement.

Unless the Falconbridge Offer is withdrawn, Falconbridge Shares may be deposited pursuant to the Falconbridge Offer at any time prior to the close of business on the date of the first exchange of Falconbridge Shares. Any Falconbridge Shares deposited pursuant to the Falconbridge Offer may be withdrawn until exchanged.

The Purchaser shall have the right to vary the terms of the Falconbridge Offer to:

(a) increase the consideration offered for the Falconbridge Shares;

(b) extend the expiry date of the Falconbridge Offer on two separate occasions; or

(c) waive conditions to the Falconbridge Offer (except that set forth as the first condition in Exhibit C).

and shall otherwise not vary the Falconbridge Offer without the consent of Falconbridge.

EXHIBIT C

Conditions of the Insider Bid