-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NJKkpJ+jf2Ekddjla0RT6A9WdubuM03+0rNiSklKnVEhi77hYpIqDP8Kf/eKm6Pw Eg4BfikEUGLUqTOzItOo+g== 0001047469-06-010372.txt : 20060804 0001047469-06-010372.hdr.sgml : 20060804 20060804113027 ACCESSION NUMBER: 0001047469-06-010372 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20060804 FILED AS OF DATE: 20060804 DATE AS OF CHANGE: 20060804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FALCONBRIDGE LTD CENTRAL INDEX KEY: 0000889211 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY SMELTING & REFINING OF NONFERROUS METALS [3330] IRS NUMBER: 980359144 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11284 FILM NUMBER: 061004459 BUSINESS ADDRESS: STREET 1: BCE PLACE, 181 BAY STREET STREET 2: SUITE 200 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416-982-7115 MAIL ADDRESS: STREET 1: BCE PLACE, 181 BAY STREET STREET 2: SUITE 200 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 FORMER COMPANY: FORMER CONFORMED NAME: NORANDA INC DATE OF NAME CHANGE: 19940224 6-K 1 a2172370z6-k.htm FORM 6-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
Under the
Securities Exchange Act of 1934

For the month of July, 2006
Commission File No. 1-11284

FALCONBRIDGE LIMITED
(Translation of registrant's name into English)

181 Bay Street, Suite 200, BCE Place,
Toronto, Ontario, Canada M5J 2T3
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F   o   Form 40-F   ý

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).

Yes   o   No   ý

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).

Yes   o   No   ý

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes   o   No   ý

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):                              


Furnished herewith are:

Exhibit 99.1   News Release dated July 4, 2006 of Falconbridge Limited regarding "Clearance by European Commission Removes Final Regulatory Condition to Inco's Acquisition of Falconbridge".
Exhibit 99.2   News Release dated July 4, 2006 of Falconbridge Limited regarding "Falconbridge Announces Webcast of Second Quarter 2006 Financial Results Conference Call".
Exhibit 99.3   News Release dated July 7, 2006 of Falconbridge Limited regarding "Falconbridge Reiterates Recommendation to Shareholders — Xstrata Failed to Improve its Offer; Shareholders Urged to Tender to Superior Inco Offer".
Exhibit 99.4   News Release dated July 13, 2006 of Falconbridge Limited regarding "Falconbridge Responds to Revised Offers".
Exhibit 99.5   News Release dated July 16, 2006 of Falconbridge Limited regarding "Falconbridge Limited Declares Special Dividend of C$0.75 per Common Share".
Exhibit 99.6   News Release dated July 19, 2006 of Falconbridge Limited regarding "Falconbridge Responds to Revised Xstrata Offer".
Exhibit 99.7   News Release dated July 24, 2006 of Falconbridge Limited regarding "Falconbridge Reaffirms Support for Inco Offer — Cites Strong Market Fundamentals and Positive Outlook, Absence of Conditions and Higher Implied Market Value of Inco Offer, Inco Combination Creates Exceptional Earnings Potential and Shareholder Value Creation".
Exhibit 99.8   News Release dated July 27, 2006 of Falconbridge Limited regarding "Falconbridge Encourages Shareholders to Tender to Inco Offer".
Exhibit 99.9   News Release dated July 28, 2006 of Falconbridge Limited regarding "Inco bid for Falconbridge Fails to Meet Minimum Tender Condition of 50.01% — Falconbridge Board of Directors to Review Alternatives".


SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    FALCONBRIDGE LIMITED
(Registrant)

August 4, 2006

 

 

 

 

 

By:

/s/  
STEPHEN K. YOUNG      
Stephen K. Young
Corporate Secretary


Exhibit Index

Exhibit No.
  Description
Exhibit 99.1   News Release dated July 4, 2006 of Falconbridge Limited regarding "Clearance by European Commission Removes Final Regulatory Condition to Inco's Acquisition of Falconbridge".
Exhibit 99.2   News Release dated July 4, 2006 of Falconbridge Limited regarding "Falconbridge Announces Webcast of Second Quarter 2006 Financial Results Conference Call".
Exhibit 99.3   News Release dated July 7, 2006 of Falconbridge Limited regarding "Falconbridge Reiterates Recommendation to Shareholders — Xstrata Failed to Improve its Offer; Shareholders Urged to Tender to Superior Inco Offer".
Exhibit 99.4   News Release dated July 13, 2006 of Falconbridge Limited regarding "Falconbridge Responds to Revised Offers".
Exhibit 99.5   News Release dated July 16, 2006 of Falconbridge Limited regarding "Falconbridge Limited Declares Special Dividend of C$0.75 per Common Share".
Exhibit 99.6   News Release dated July 19, 2006 of Falconbridge Limited regarding "Falconbridge Responds to Revised Xstrata Offer".
Exhibit 99.7   News Release dated July 24, 2006 of Falconbridge Limited regarding "Falconbridge Reaffirms Support for Inco Offer — Cites Strong Market Fundamentals and Positive Outlook, Absence of Conditions and Higher Implied Market Value of Inco Offer, Inco Combination Creates Exceptional Earnings Potential and Shareholder Value Creation".
Exhibit 99.8   News Release dated July 27, 2006 of Falconbridge Limited regarding "Falconbridge Encourages Shareholders to Tender to Inco Offer".
Exhibit 99.9   News Release dated July 28, 2006 of Falconbridge Limited regarding "Inco bid for Falconbridge Fails to Meet Minimum Tender Condition of 50.01% — Falconbridge Board of Directors to Review Alternatives".



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SIGNATURES
Exhibit Index
EX-99.1 2 a2172370zex-99_1.htm EXHIBIT 99.1
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Exhibit 99.1

FALCONBRIDGE LIMITED

         LOGO

        news release


CLEARANCE BY EUROPEAN COMMISSION REMOVES FINAL REGULATORY CONDITION
TO INCO'S ACQUISITION OF FALCONBRIDGE

Toronto, July 4, 2006 — Falconbridge Limited (TSX, NYSE:FAL) today announced that the proposed acquisition by Inco Limited (TSX, NYSE:N) of Falconbridge has been cleared by the European Commission ("Commission"). In a news release, Inco indicated that it has therefore satisfied the final outstanding regulatory condition to the acquisition, and Falconbridge shareholders may tender their shares to Inco's enhanced offer announced on June 26, 2006, and which expires on July 13, 2006. The Inco offer has been recommended to Falconbridge shareholders by the Board of Directors of Falconbridge.

The regulatory clearance, set forth in a decision issued by the Commission, is structured on the same remedy agreed upon with the U.S. Department of Justice. This remedy is outlined in a Falconbridge news release distributed June 7, 2006, and available at www.falconbrige.com/news room/press releases.

For more information, visit www.inco.com/newscentre/newsreleases/ to view Inco's press release.

Falconbridge Limited is a leading copper and nickel company with investments in fully-integrated zinc and aluminum assets. Its primary focus is the identification and development of world-class copper and nickel orebodies. It employs 14,500 people at its operations and offices in 18 countries. Falconbridge's common shares are listed on the New York Stock Exchange (FAL) and the Toronto Stock Exchange (FAL). Falconbridge's website can be found at www.falconbridge.com.

Forward-Looking Information

Certain statements contained in this News Release are forward-looking statements (as defined in applicable securities legislation). Examples of such statements include, but are not limited to, statements concerning Inco's offer to acquire all of the common shares of Falconbridge and the anticipated timing for completion of such offer and ancillary transactions upon the requisite regulatory approvals having been obtained. Inherent in forward-looking statements are risks and uncertainties well beyond our ability to predict or control. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this News Release.


Important Legal Information

This communication is being made in respect of Inco Limited's proposed combination with Falconbridge Limited. Inco has filed with the U.S. Securities and Exchange Commission ("SEC") a registration statement on Form F-8 (containing an offer to purchase and a share exchange take-over bid circular) and amendments thereto, and, if required, will file other documents with the SEC in connection with the proposed combination. Falconbridge has filed a Schedule 14D-9F and an amendment thereto with the SEC in connection with Inco's offer and has filed and, if required, will file other documents regarding the proposed combination with the SEC.

INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Investors and security holders may obtain copies of the registration statement and Inco's and Falconbridge's SEC filings free of charge at the SEC's website (www.sec.gov). In addition, documents filed with the SEC by Inco may be obtained free of charge by contacting Inco's media or investor relations departments. Documents filed with the SEC by Falconbridge may be obtained free of charge by contacting Falconbridge's investor relations department.

Filings made by Inco and Falconbridge with Canadian securities regulatory authorities, including filings made in connection with the offer, are available at www.sedar.com.

FOR FURTHER INFORMATION PLEASE CONTACT:

Falconbridge Limited
Denis Couture, Senior Vice-President, Investor Relations, Communications and Public Affairs
(416) 982-7020
(416) 982-7242 (FAX)
denis.couture@falconbridge.com
www.faconbridge.com




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CLEARANCE BY EUROPEAN COMMISSION REMOVES FINAL REGULATORY CONDITION TO INCO'S ACQUISITION OF FALCONBRIDGE
EX-99.2 3 a2172370zex-99_2.htm EXHIBIT 99.2
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Exhibit 99.2

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        news release


FALCONBRIDGE ANNOUNCES WEBCAST OF SECOND QUARTER 2006
FINANCIAL RESULTS CONFERENCE CALL

TORONTO, July 4, 2006 — Falconbridge Limited (TSX, NYSE: FAL) announced today that it will webcast on a live, listen-only basis, its second quarter financial results conference call on Monday July 24, 2006 at 1:00 p.m. EDT. The results for the Company will be released via CCNMatthews on Monday July 24, 2006 before markets open.

During the meeting, senior management from the Company will review second quarter financial and operating results. The live, interactive webcast and slide presentation will be accessible at www.falconbridge.com under the "Investor Relations" section.

If you are unable to participate during the live webcast, the call will be archived on Falconbridge's website at www.falconbridge.com.

Falconbridge Limited is a leading copper and nickel company with investments in fully-integrated zinc and aluminum assets. Its primary focus is the identification and development of world-class copper and nickel mineral deposits. It employs 14,500 people at its operations and offices in 18 countries. Falconbridge's common shares are listed on the New York Stock Exchange (FAL) and the Toronto Stock Exchange (FAL). Falconbridge's website can be found at www.falconbridge.com.

         — 30 — 

For further information:
Martin Pede
Director, Investor Relations
Falconbridge Limited
(416) 982-7337
martin.pede@falconbridge.com




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FALCONBRIDGE ANNOUNCES WEBCAST OF SECOND QUARTER 2006 FINANCIAL RESULTS CONFERENCE CALL
EX-99.3 4 a2172370zex-99_3.htm EXHIBIT 99.3
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Exhibit 99.3

FALCONBRIDGE LIMITED

         LOGO

        news release


FALCONBRIDGE REITERATES RECOMMENDATION TO SHAREHOLDERS

      XSTRATA FAILED TO IMPROVE ITS OFFER

      SHAREHOLDERS URGED TO TENDER TO SUPERIOR INCO OFFER

Toronto, Ontario, July 7, 2006 — Falconbridge Limited (TSX, NYSE:FAL) today reiterated its recommendation of Inco Limited's superior offer to acquire Falconbridge and urged shareholders to tender their shares to the Inco offer. This is in response to Xstrata's announcement on July 7 that it has extended its current offer for Falconbridge without increasing its price.

"Falconbridge's Board of Directors continues to endorse the Inco offer, which has an implied value of Cdn$59.02 per share, compared to the Xstrata offer of Cdn$52.50," said Derek Pannell, Chief Executive Officer of Falconbridge. "We do not understand Xstrata's decision to extend its conditional offer without increasing its dollar value. Our only conclusion is that Xstrata intends to draw out the process beyond July 28, 2006 and ultimately attempt to acquire control of Falconbridge through a creeping takeover. We believe the best option for shareholders is to tender to the superior offer on the table from Inco, which has already obtained all necessary regulatory approvals."

INCO OFFER — Superior offer with implied value of $59.02

Inco Limited's offer for all outstanding Falconbridge shares will expire at 8:00 p.m., Toronto time on Thursday July 13, 2006. Assuming full pro-ration, the consideration payable under their offer is Cdn$17.50 plus 0.55676 Inco common shares for each Falconbridge common share. The implied value of this offer is Cdn$59.02 per Falconbridge share, based on Inco's closing price on the Toronto Stock Exchange on Friday, July 7, 2006.

In its Directors' Circular dated June 26, 2006, the Board of Directors of Falconbridge has recommended that Falconbridge shareholders tender their shares to the Inco offer. This offer has received all necessary regulatory approvals and remains conditional on Falconbridge shareholders tendering a minimum of 662/3% of Falconbridge shares to the offer (which condition can only be waived by extending the offer's expiry date).

"The combination of Falconbridge with Inco will deliver excellent value to shareholders and result in the creation of an outstanding base metals company with tremendous potential for further value creation. Falconbridge shareholders will own approximately 50% of the Inco/Falconbridge combined company and will have the opportunity to participate in this potential as shareholders of the new Inco," said Pannell. "The subsequent opportunity presented by the friendly Phelps Dodge offer will provide a further opportunity to participate as shareholders in Phelps Dodge Inco, a top tier mining company."

Shareholders are urged to contact their brokers or investment advisors immediately to begin the tender process to the Inco offer.


XSTRATA OFFER — Xstrata fails to improve offer

On July 7, Xstrata extended its offer for Falconbridge to July 21, 2006, but did not improve the Cdn$52.50 per share offer for Falconbridge. Although Xstrata's bid is expressed to be for all Falconbridge shares, Xstrata continues to reserve the right to take up any number of shares tendered to it. Therefore, under Falconbridge's shareholders rights plan, the Xstrata bid is not considered a permitted bid and any shares tendered to this bid could not be taken up without triggering the dilutive effects of the rights plan until July 28, 2006.

The bid remains conditional on the approval of Investment Canada and on the elimination of the Falconbridge shareholders rights plan, neither of which are expected to occur prior to July 21, 2006.

"Xstrata's reluctance to accept a negotiated standstill agreement in the fall of 2005, their attempt to have the Ontario Securities Commission strike down the shareholders rights plan on June 27, and their attempt to force an early Annual General Meeting of Falconbridge shareholders are all consistent with its intention to creep," said Pannell. "The two-week extension announced today without a price improvement is another attempt to push this process towards the date when the shareholders rights plan falls away and Xstrata can creep by executing small market purchases. Falconbridge believes this strategy is a deliberate attempt to frustrate the competitive auction process to the detriment of the present superior Inco offer."

SHAREHOLDERS RIGHTS PLAN

The expiry of Falconbridge shareholders rights plan occurs on July 28, 2006 in accordance with the ruling of the OSC. Falconbridge's rights plan ensures that any acquisition of control of Falconbridge occurs through a transaction where an offer is made to all shareholders for all their shares. Falconbridge's shareholder rights plan will terminate on the earlier of (a) Inco acquiring a majority of Falconbridge common shares, (b) Xstrata acquiring a majority of the outstanding Falconbridge common shares not currently owned by Xstrata or a related party or (c) July 28, 2006.

After July 28, 2006, Xstrata would be permitted to acquire in the market, at any price, up to 5% of the outstanding Falconbridge common shares and/or take up a small number of shares that might be tendered to it in its bid. In either case, this may well give Xstrata enough shares, together with its current 20% holding, to frustrate a competing bid including the current offer from Inco and to end the current competitive auction process underway for Falconbridge.

"We continue to support a process in which any acquisition of Falconbridge occurs through a transaction in which all Falconbridge shareholders are able to participate in any premium paid for control and we continue to believe that only the Inco offer currently provides this to shareholders," said Pannell.

Board Recommendation

"The recommendation of the board remains that the shareholders of Falconbridge tender their to the Inco offer which expires on July 13, 2006. If shareholders wish to speculate that the conditional offer of Xstrata will represent higher value for them that is their prerogative, but they should be aware of the implications of extending the process beyond July 28, 2006 when Xstrata will be able to acquire further Falconbridge shares through market purchases, without any obligation to further extend or enhance its offer to shareholders," said Pannell.

         — 30 — 


Falconbridge Limited is a leading copper and nickel company with investments in fully integrated zinc and aluminum assets. Its primary focus is the identification and development of world-class copper and nickel orebodies. It employs 14,500 people at its operations and offices in 18 countries. Falconbridge's common shares are listed on the New York Stock Exchange (FAL) and the Toronto Stock Exchange (FAL). Falconbridge's website can be found at www.falconbridge.com.

Forward-Looking Information

Certain statements contained in this News Release are forward-looking statements (as defined in applicable securities legislation). Examples of such statements include, but are not limited to, statements concerning Inco's offer to acquire all of the common shares of Falconbridge and the anticipated timing for completion of such offer and ancillary transactions upon the requisite regulatory approvals having been obtained. Inherent in forward-looking statements are risks and uncertainties well beyond our ability to predict or control. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this News Release.

Important Legal Information

This communication is being made in respect of Inco Limited's proposed combination with Falconbridge Limited. Inco has filed with the U.S. Securities and Exchange Commission ("SEC") a registration statement on Form F-8 (containing an offer to purchase and a share exchange take-over bid circular) and amendments thereto, and, if required, will file other documents with the SEC in connection with the proposed combination. Falconbridge has filed a Schedule 14D-9F and an amendment thereto with the SEC in connection with Inco's offer and has filed and, if required, will file other documents regarding the proposed combination with the SEC.

INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Investors and security holders may obtain copies of the registration statement and Inco's and Falconbridge's SEC filings free of charge at the SEC's website (www.sec.gov). In addition, documents filed with the SEC by Inco may be obtained free of charge by contacting Inco's media or investor relations departments. Documents filed with the SEC by Falconbridge may be obtained free of charge by contacting Falconbridge's investor relations department. Filings made by Inco and Falconbridge with Canadian securities regulatory authorities, including filings made in connection with the offer, are available at www.sedar.com.

FOR FURTHER INFORMATION PLEASE CONTACT:

Falconbridge Limited
Denis Couture, Senior Vice-President, Investor Relations, Communications and Public Affairs
(416) 982-7020
(416) 982-7242 (FAX)
denis.couture@falconbridge.com
www.falconbridge.com




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FALCONBRIDGE REITERATES RECOMMENDATION TO SHAREHOLDERS
EX-99.4 5 a2172370zex-99_4.htm EXHIBIT 99.4
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Exhibit 99.4

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        news release


FALCONBRIDGE RESPONDS TO REVISED OFFERS

TORONTO, ONTARIO, July 13, 2006 — Falconbridge Limited (TSX, NYSE:FAL) is reviewing the details of Inco Limited's (TSX, NYSE: N) announcement indicating that Inco intends to extend its offer to Falconbridge shareholders. The revised offer will expire on July 24, 2006.

The Falconbridge Board of Directors, which is also currently reviewing the revised Xstrata offer, will evaluate the terms of the revised Inco offer and provide Falconbridge shareholders with a formal recommendation as soon as it has completed its analysis.

Falconbridge Limited is a leading copper and nickel company with investments in fully integrated zinc and aluminum assets. Its primary focus is the identification and development of world-class copper and nickel orebodies. It employs 14,500 people at its operations and offices in 18 countries. Falconbridge's common shares are listed on the New York Stock Exchange (FAL) and the Toronto Stock Exchange (FAL). Falconbridge's website can be found at www.falconbridge.com.

FORWARD-LOOKING INFORMATION

Certain statements contained in this News Release are forward-looking statements (as defined in applicable securities legislation). Examples of such statements include, but are not limited to, statements concerning Inco's offer to acquire all of the common shares of Falconbridge and the anticipated timing for completion of such offer and ancillary transactions upon the requisite regulatory approvals having been obtained. Inherent in forward-looking statements are risks and uncertainties well beyond our ability to predict or control. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this News Release.

Such statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions about all of the conditions to the Inco offer being met and the successful completion of a second step business combination transaction.

Inherent in those statements are known and unknown risks, uncertainties and other factors well beyond the Company's ability to control or predict. Some of these known risks and uncertainties are outlined in filings by Falconbridge with applicable securities regulatory authorities, including in Falconbridge's annual information form. Readers are encouraged to consult such filings. While Falconbridge anticipates that subsequent events and developments may cause Falconbridge's views to change, the Company specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this News Release. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. These factors are not intended to represent a complete list of the factors that could affect Falconbridge and the combination of Inco and Falconbridge.


Important Legal Information

This communication is being made in respect of Inco Limited's proposed combination with Falconbridge Limited. Inco has filed with the U.S. Securities and Exchange Commission ("SEC") a registration statement on Form F-8 (containing an offer to purchase and a share exchange take-over bid circular) and amendments thereto, and, if required, will file other documents with the SEC in connection with the proposed combination. Falconbridge has filed a Schedule 14D-9F and amendments thereto with the SEC in connection with Inco's offer and has filed and, if required, will file other documents regarding the proposed combination with the SEC.

INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Investors and security holders may obtain copies of the registration statement and Inco's and Falconbridge's SEC filings free of charge at the SEC's website (www.sec.gov). In addition, documents filed with the SEC by Inco may be obtained free of charge by contacting Inco's media or investor relations departments. Documents filed with the SEC by Falconbridge may be obtained free of charge by contacting Falconbridge's investor relations department.

Filings made by Inco and Falconbridge with Canadian securities regulatory authorities, including filings made in connection with the offer, are available at www.sedar.com.

— 30 —

FOR FURTHER INFORMATION PLEASE CONTACT:

Falconbridge Limited
Denis Couture, Senior Vice-President, Investor Relations, Communications and Public Affairs
(416) 982-7020
(416) 982-7242 (FAX)
denis.couture@falconbridge.com
www.falconbridge.com




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FALCONBRIDGE RESPONDS TO REVISED OFFERS
EX-99.5 6 a2172370zex-99_5.htm EXHIBIT 99.5
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Exhibit 99.5

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        news release


FALCONBRIDGE LIMITED DECLARES SPECIAL DIVIDEND OF
C$0.75 PER COMMON SHARE

TORONTO, ONTARIO, July 16, 2006 — The Board of Directors of Falconbridge Limited (TSX:FAL)(NYSE:FAL) today declared a special dividend of C$0.75 per common share payable on August 10, 2006 to shareholders of record at close of business on July 26, 2006. The special dividend will be paid regardless of the outcome of the offers to acquire the common shares of the Company.

Falconbridge Limited is a leading copper and nickel company with investments in fully integrated zinc and aluminum assets. Its primary focus is the identification and development of world-class copper and nickel orebodies. It employs 14,500 people at its operations and offices in 18 countries. Falconbridge's common shares are listed on the New York Stock Exchange (FAL) and the Toronto Stock Exchange (FAL). Falconbridge's website can be found at www.falconbridge.com.

— 30 —

FOR FURTHER INFORMATION PLEASE CONTACT:

Denis Couture, Senior Vice-President
Investor Relations, Communications and Public Affairs
(416) 982-7020
denis.couture@falconbridge.com
www.falconbridge.com




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FALCONBRIDGE LIMITED DECLARES SPECIAL DIVIDEND OF C$0.75 PER COMMON SHARE
EX-99.6 7 a2172370zex-99_6.htm EXHIBIT 99.6
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Exhibit 99.6

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        news release


FALCONBRIDGE RESPONDS TO REVISED XSTRATA OFFER

TORONTO, ONTARIO, July 19, 2006 — Falconbridge Limited (TSX, NYSE: FAL) is reviewing the details of Xstrata plc's announcement indicating that it intends to increase its offer for Falconbridge to C$62.50 per common share in cash and waive the minimum tender condition. Under the terms of the offer, the Falconbridge shareholders will also receive the special cash dividend of C$0.75 per common share declared by Falconbridge on July 16, 2006, representing total proceeds of C$63.25 per Falconbridge common share. The revised Xstrata offer will expire on August 14, 2006 and is subject to approvals from Xstrata shareholders and Investment Canada.

The Falconbridge Board of Directors will evaluate the terms of the revised Xstrata offer and provide Falconbridge shareholders with a formal recommendation as soon as it has completed its analysis.

Falconbridge Limited is a leading copper and nickel company with investments in fully integrated zinc and aluminum assets. Its primary focus is the identification and development of world-class copper and nickel orebodies. It employs 14,500 people at its operations and offices in 18 countries. Falconbridge's common shares are listed on the New York Stock Exchange (FAL) and the Toronto Stock Exchange (FAL). Falconbridge's website can be found at www.falconbridge.com.

FORWARD-LOOKING INFORMATION

Certain statements contained in this News Release are forward-looking statements (as defined in applicable securities legislation). Examples of such statements include, but are not limited to, statements concerning Inco's offer to acquire all of the common shares of Falconbridge and the anticipated timing for completion of such offer and ancillary transactions upon the requisite regulatory approvals having been obtained. Inherent in forward-looking statements are risks and uncertainties well beyond our ability to predict or control. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this News Release.

Such statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions about all of the conditions to the Inco offer being met and the successful completion of a second step business combination transaction.

Inherent in those statements are known and unknown risks, uncertainties and other factors well beyond the Company's ability to control or predict. Some of these known risks and uncertainties are outlined in filings by Falconbridge with applicable securities regulatory authorities, including in Falconbridge's annual information form. Readers are encouraged to consult such filings. While Falconbridge anticipates that subsequent events and developments may cause Falconbridge's views to change, the Company specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this News Release. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. These factors are not intended to represent a complete list of the factors that could affect Falconbridge and the combination of Inco and Falconbridge.


Important Legal Information

This communication is being made in respect of Inco Limited's proposed combination with Falconbridge Limited. Inco has filed with the U.S. Securities and Exchange Commission ("SEC") a registration statement on Form F-8 (containing an offer to purchase and a share exchange take-over bid circular) and amendments thereto, and, if required, will file other documents with the SEC in connection with the proposed combination. Falconbridge has filed a Schedule 14D-9F and amendments thereto with the SEC in connection with Inco's offer and has filed and, if required, will file other documents regarding the proposed combination with the SEC.

INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Investors and security holders may obtain copies of the registration statement and Inco's and Falconbridge's SEC filings free of charge at the SEC's website (www.sec.gov). In addition, documents filed with the SEC by Inco may be obtained free of charge by contacting Inco's media or investor relations departments. Documents filed with the SEC by Falconbridge may be obtained free of charge by contacting Falconbridge's investor relations department.

Filings made by Inco and Falconbridge with Canadian securities regulatory authorities, including filings made in connection with the offer, are available at www.sedar.com.

         — 30 — 

FOR FURTHER INFORMATION PLEASE CONTACT:

Falconbridge Limited
Denis Couture, Senior Vice-President, Investor Relations, Communications and Public Affairs
(416) 982-7020
(416) 982-7242 (FAX)
denis.couture@falconbridge.com
www.falconbridge.com




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FALCONBRIDGE RESPONDS TO REVISED XSTRATA OFFER
EX-99.7 8 a2172370zex-99_7.htm EXHIBIT 99.7
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Exhibit 99.7

FALCONBRIDGE LIMITED

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        news release


FALCONBRIDGE REAFFIRMS SUPPORT FOR INCO OFFER
Cites Strong Market Fundamentals and Positive Outlook, Absence of Conditions and Higher
Implied Market Value of Inco Offer
Inco Combination Creates Exceptional Earnings Potential and
Shareholder Value Creation

Toronto, Ontario, July 24, 2006 — Falconbridge Limited (TSX, NYSE: FAL) today announced that its Board of Directors has reaffirmed its unanimous support for the Inco offer of Cdn$18.50 cash per share and 0.55676 of an Inco share per Falconbridge share, assuming full pro-ration. Excluding the recently-announced special dividend of Cdn$0.75 per common share, the implied value of the Inco offer was Cdn$64.40 at close of business on Monday, July 24, 2006 while Falconbridge shares were trading at Cdn$62.45, ex-dividend, or a premium of Cdn$1.95. The shareholders of Falconbridge have until midnight, Vancouver time on July 27, 2006 to tender their shares to the Inco offer.

The Board reaffirmed its recommendation in the context of its review of Xstrata plc's revised offer of Cdn$62.50 in cash per Falconbridge share. The Xstrata offer, currently expiring on August 14, 2006, remains subject to approvals by Investment Canada and Xstrata shareholders.

"After reviewing the financial and legal aspects of the two offers, the market fundamentals for both nickel and copper and the recent performance of the Inco and Falconbridge share prices, the Falconbridge Board has reaffirmed its conclusion that the Inco offer is more attractive for the shareholders of Falconbridge," said Derek Pannell, Falconbridge's Chief Executive Officer. "Our view is that combining with Inco creates an unrivalled base-metals mining company with tremendous potential for value creation."

Inco and Falconbridge have reported record-breaking financial results for the second quarter of 2006, with net earnings in accordance with Canadian generally accepted accounting principles of $472 million and net earnings of $728 million, respectively.

"One of the primary reasons for the Falconbridge Board reaffirming this recommendation is the forecast of extremely solid market fundamentals, especially for nickel and copper, which will continue to underpin a very positive metals pricing environment. Against this backdrop, both Inco and Falconbridge have delivered and are expected to continue to deliver outstanding short — and medium-term earnings," he said. "The $550-million of synergies that can be realized from the combination of Inco and Falconbridge are unique to these two companies and will provide a further positive impact. Conversely, Xstrata's all-cash offer will not allow Falconbridge shareholders to participate in this future earnings potential."

"In addition, Inco has received all requisite regulatory approvals. This provides a higher completion certainty," added Pannell.


Finally, assuming completion of the proposed Phelps Dodge offer to Inco, former Falconbridge shareholders would receive a further premium, including additional cash.

The Directors' Circular will be filed tomorrow and will be available thereafter on the Falconbridge website.

 — 30 — 

Falconbridge Limited is a leading copper and nickel company with investments in fully-integrated zinc and aluminum assets. Its primary focus is the identification and development of world-class copper and nickel mining deposits. It employs 14,500 people at its operations and offices in 18 countries. Falconbridge's common shares are listed on the New York Stock Exchange (FAL) and the Toronto Stock Exchange (FAL). Falconbridge's website can be found at www.falconbridge.com.

FORWARD-LOOKING INFORMATION

Certain statements contained in this News Release are forward-looking statements (as defined in applicable securities legislation). Examples of such statements include, but are not limited to, statements concerning (i) our assessment of the outlook for metal markets in 2006, (ii) Inco's offer to acquire all of the common shares of Falconbridge Limited and the benefits of such combination, (iii) the arrangement transaction agreed to between Phelps Dodge and Inco pursuant to which Phelps Dodge will acquire Inco and the benefits of such a combination, (iv) Xstrata's offer to acquire all of the common shares of Falconbridge Limited, (v) our future financial requirements and funding of those requirements, (vi) our expectations with respect to our development projects, (vii) our production forecast for 2006 and (viii) our dividend schedule. Inherent in forward-looking statements are risks and uncertainties well beyond our ability to predict or control. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this News Release.

Such statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions about the timing, steps to be taken and completion of Inco's offer to acquire all of Falconbridge's common shares and the Phelps Dodge and Inco transaction, the ability to successfully compete against global metals and mining and exploration companies by creating through such a combination an enterprise of increased scale; strong demand for nickel, copper and other metals in emerging markets such as China; the quantum and availability of pre-tax operating and other synergies and cost savings, and other benefits being realized based on the achievement of operational efficiencies from restructuring, integration and other initiatives relating to the combination of Falconbridge and Inco and the combination of Falconbridge, Inco and Phelps Dodge; divestitures required by regulatory agencies completed in a timely manner; there being limited costs, difficulties or delays related to the integration of the Falconbridge's operations with those of Inco and with those of Phelps Dodge; the timely completion of the steps required to be taken for the eventual combination of Falconbridge and Inco and the combination of Falconbridge, Inco and Phelps Dodge; business and economic conditions generally; exchange rates, energy and other anticipated and unanticipated costs and pension contributions and expenses; the supply and demand for, deliveries of, and the level and volatility of prices of, nickel, copper, aluminum, zinc and other primary metals products and other metal products Inco and Falconbridge produce; the timing of the receipt of remaining regulatory and governmental approvals for the development projects and other operations; the continued availability of financing on appropriate terms for development projects; Falconbridge's costs of production and production and productivity levels, as well as those of its competitors; market competition; mining, processing, exploration and research and development activities; the accuracy of ore/mineral reserve estimates; premiums realized over LME cash and other benchmark prices; tax benefits/charges; the resolution of environmental and other proceedings and the impact on the combined company of various environmental regulations and initiatives; assumptions concerning political and economic stability in countries or locations in which Falconbridge operates or otherwise and the ability to continue to pay quarterly cash dividends in such amounts as Falconbridge's Board of Directors may determine in light of other uses for such funds and other factors.


Inherent in those statements are known and unknown risks, uncertainties and other factors well beyond Falconbridge's ability to control or predict. Some of these known risks and uncertainties are outlined in filings by Falconbridge with applicable securities regulatory authorities, including in Falconbridge's annual information form. Readers are encouraged to consult such filings. While Falconbridge anticipates that subsequent events and developments may cause Falconbridge's views to change, Falconbridge specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing Falconbridge's views as of any date subsequent to the date of this News Release. Although Falconbridge has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. These factors are not intended to represent a complete list of the factors that could affect Falconbridge, the combination of Inco and Falconbridge or the combination of Inco, Falconbridge and Phelps Dodge, or the Xstrata offer for Falconbridge.

Important Legal Information

This communication is being made in respect of Inco Limited's proposed combination with Falconbridge Limited. Inco has filed with the U.S. Securities and Exchange Commission ("SEC") a registration statement on Form F-8 (containing an offer to purchase and a share exchange take-over bid circular) and amendments thereto, and, if required, will file other documents with the SEC in connection with the proposed combination. Falconbridge has filed a Schedule 14D-9F and amendments thereto with the SEC in connection with Inco's offer and has filed and, if required, will file other documents regarding the proposed combination with the SEC.

INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Investors and security holders may obtain copies of the registration statement and Inco's and Falconbridge's SEC filings free of charge at the SEC's website (www.sec.gov). In addition, documents filed with the SEC by Inco may be obtained free of charge by contacting Inco's media or investor relations departments. Documents filed with the SEC by Falconbridge may be obtained free of charge by contacting Falconbridge's investor relations department.

Filings made by Inco and Falconbridge with Canadian securities regulatory authorities, including filings made in connection with the offer, are available at www.sedar.com.

FOR FURTHER INFORMATION PLEASE CONTACT:
Falconbridge Limited
Denis Couture, Senior Vice-President, Investor Relations, Communications and Public Affairs
(416) 982-7020
(416) 982-7242 (FAX)
denis.couture@falconbridge.com
www.falconbridge.com




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FALCONBRIDGE REAFFIRMS SUPPORT FOR INCO OFFER Cites Strong Market Fundamentals and Positive Outlook, Absence of Conditions and Higher Implied Market Value of Inco Offer Inco Combination Creates Exceptional Earnings Potential and Shareholder Value Creation
EX-99.8 9 a2172370zex-99_8.htm EXHIBIT 99.8
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Exhibit 99.8

FALCONBRIDGE LIMITED

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        news release


FALCONBRIDGE ENCOURAGES SHAREHOLDERS
TO TENDER TO INCO OFFER

Toronto, Ontario, July 27, 2006 — Falconbridge Limited (TSX, NYSE: FAL) announced that it continues to encourage shareholders to tender their shares to the Inco offer expiring today, July 27, 2006 at midnight, Vancouver time.

"Xstrata's announcement this morning concerning its intention to acquire another 5% of Falconbridge common shares on the market confirms what we have been saying all along," said Derek Pannell, Chief Executive Officer of Falconbridge. "We believe the purchase of additional shares will effectively end the auction process currently taking place. Therefore, it is critical for Falconbridge shareholders to tender today to the Inco offer for it to succeed."

 — 30 — 

Falconbridge Limited is a leading copper and nickel company with investments in fully-integrated zinc and aluminum assets. Its primary focus is the identification and development of world-class copper and nickel mining deposits. It employs 14,500 people at its operations and offices in 18 countries. Falconbridge's common shares are listed on the New York Stock Exchange (FAL) and the Toronto Stock Exchange (FAL). Falconbridge's website can be found at www.falconbridge.com.

FORWARD-LOOKING INFORMATION

Certain statements contained in this News Release are forward-looking statements (as defined in applicable securities legislation). Examples of such statements include, but are not limited to, statements concerning (i) our assessment of the outlook for metal markets in 2006, (ii) Inco's offer to acquire all of the common shares of Falconbridge Limited and the benefits of such combination, (iii) the arrangement transaction agreed to between Phelps Dodge and Inco pursuant to which Phelps Dodge will acquire Inco and the benefits of such a combination, (iv) Xstrata's offer to acquire all of the common shares of Falconbridge Limited, (v) our future financial requirements and funding of those requirements, (vi) our expectations with respect to our development projects, (vii) our production forecast for 2006 and (viii) our dividend schedule. Inherent in forward-looking statements are risks and uncertainties well beyond our ability to predict or control. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this News Release.

Such statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions about the timing, steps to be taken and completion of Inco's offer to acquire all of Falconbridge's common shares and the Phelps Dodge and Inco transaction, the ability to successfully compete against global metals and mining and exploration companies by creating through such a combination an enterprise of increased scale; strong demand for nickel, copper and other metals in emerging markets such as China; the quantum and availability of pre-tax operating and other synergies and cost savings, and other benefits being realized based on the achievement of operational efficiencies from restructuring, integration and other initiatives relating to the combination of Falconbridge and Inco and the combination of Falconbridge, Inco and Phelps Dodge; divestitures required by regulatory agencies completed in a timely manner; there being limited costs, difficulties or delays related to the integration of the Falconbridge's operations with those of Inco and with those of Phelps Dodge; the timely completion of the steps required to be taken for the eventual combination of Falconbridge and Inco and the combination of Falconbridge, Inco and Phelps Dodge; business and economic conditions generally; exchange rates, energy and other anticipated and unanticipated costs and pension contributions and expenses; the supply and demand for, deliveries of, and the level and volatility of prices of, nickel, copper, aluminum, zinc and other primary metals products and other metal products Inco and Falconbridge produce; the timing of the receipt of remaining regulatory and governmental approvals for the development projects and other operations; the continued availability of financing on appropriate terms for development projects; Falconbridge's costs of production and production and productivity levels, as well as those of its competitors; market competition; mining, processing, exploration and research and development activities; the accuracy of ore/mineral reserve estimates; premiums realized over LME cash and other benchmark prices; tax benefits/charges; the resolution of environmental and other proceedings and the impact on the combined company of various environmental regulations and initiatives; assumptions concerning political and economic stability in countries or locations in which Falconbridge operates or otherwise and the ability to continue to pay quarterly cash dividends in such amounts as Falconbridge's Board of Directors may determine in light of other uses for such funds and other factors.


Inherent in those statements are known and unknown risks, uncertainties and other factors well beyond Falconbridge's ability to control or predict. Some of these known risks and uncertainties are outlined in filings by Falconbridge with applicable securities regulatory authorities, including in Falconbridge's annual information form. Readers are encouraged to consult such filings. While Falconbridge anticipates that subsequent events and developments may cause Falconbridge's views to change, Falconbridge specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing Falconbridge's views as of any date subsequent to the date of this News Release. Although Falconbridge has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. These factors are not intended to represent a complete list of the factors that could affect Falconbridge, the combination of Inco and Falconbridge or the combination of Inco, Falconbridge and Phelps Dodge, or the Xstrata offer for Falconbridge.

Important Legal Information

This communication is being made in respect of Inco Limited's proposed combination with Falconbridge Limited. Inco has filed with the U.S. Securities and Exchange Commission ("SEC") a registration statement on Form F-8 (containing an offer to purchase and a share exchange take-over bid circular) and amendments thereto, and, if required, will file other documents with the SEC in connection with the proposed combination. Falconbridge has filed a Schedule 14D-9F and amendments thereto with the SEC in connection with Inco's offer and has filed and, if required, will file other documents regarding the proposed combination with the SEC.

INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Investors and security holders may obtain copies of the registration statement and Inco's and Falconbridge's SEC filings free of charge at the SEC's website (www.sec.gov). In addition, documents filed with the SEC by Inco may be obtained free of charge by contacting Inco's media or investor relations departments. Documents filed with the SEC by Falconbridge may be obtained free of charge by contacting Falconbridge's investor relations department.

Filings made by Inco and Falconbridge with Canadian securities regulatory authorities, including filings made in connection with the offer, are available at www.sedar.com.

FOR FURTHER INFORMATION PLEASE CONTACT:
Falconbridge Limited
Denis Couture, Senior Vice-President, Investor Relations, Communications and Public Affairs
(416) 982-7020
(416) 982-7242 (FAX)
denis.couture@falconbridge.com
www.falconbridge.com




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FALCONBRIDGE ENCOURAGES SHAREHOLDERS TO TENDER TO INCO OFFER
EX-99.9 10 a2172370zex-99_9.htm EXHIBIT 99.9
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Exhibit 99.9

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        news release


INCO BID FOR FALCONBRIDGE FAILS TO MEET MINIMUM
TENDER CONDITION OF 50.01%
Falconbridge Board of Directors to Review Alternatives

TORONTO, ONTARIO, July 28, 2006 — Falconbridge Limited ("Falconbridge") (TSX:FAL)(NYSE:FAL) today reported that Inco Limited ("Inco") has advised Falconbridge that Inco has received less than 50.01% of all the outstanding common shares of Falconbridge and has not succeeded in its bid to acquire Falconbridge. Inco has elected not to extend its offer for Falconbridge.

As a result of Inco not extending its offer and in light of the failure to acquire the necessary minimum tender from Falconbridge shareholders, the support agreement between Inco and Falconbridge has been terminated and a payment of US$150 million is now payable to Inco. In the event that Xstrata plc's offer for Falconbridge is successful, a further US$300 million will be payable to Inco.

The Falconbridge Board of Directors will meet to review these latest developments, including the implications of Xstrata having stated its intention to acquire up to 5% of the common shares of Falconbridge through market purchases, as well as Xstrata's having been granted approval by Investment Canada to proceed with its proposed acquisition of Falconbridge. The Board will provide Falconbridge shareholders with a formal recommendation thereafter.

As a result of these developments, the sale of Falconbridge's Nikkelverk refinery to LionOre Mining International Ltd. will not proceed, as this sale was contingent on the successful acquisition of Falconbridge by Inco.

Falconbridge Limited is a leading copper and nickel company with investments in fully integrated zinc and aluminum assets. Its primary focus is the identification and development of world-class copper and nickel orebodies. It employs 14,500 people at its operations and offices in 18 countries. Falconbridge's common shares are listed on the New York Stock Exchange (FAL) and the Toronto Stock Exchange (FAL). Falconbridge's website can be found at www.falconbridge.com.

FORWARD-LOOKING INFORMATION

Certain statements contained in this News Release are forward-looking statements (as defined in applicable securities legislation). Inherent in forward-looking statements are risks and uncertainties well beyond our ability to predict or control. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this News Release.

         — 30 — 


FOR FURTHER INFORMATION PLEASE CONTACT:

Denis Couture, Senior Vice-President, Investor Relations,
Communications and Public Affairs
(416) 982-7020
(416) 982-7242 (FAX)
denis.couture@falconbridge.com
www.falconbridge.com




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INCO BID FOR FALCONBRIDGE FAILS TO MEET MINIMUM TENDER CONDITION OF 50.01% Falconbridge Board of Directors to Review Alternatives
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-----END PRIVACY-ENHANCED MESSAGE-----