Noranda Inc. — M&A Activity 1998

Feb 6, 1998

Form 27

Securities Act

MATERIAL CHANGE REPORT UNDER SECTION 75(2) OF THE ACT

ITEM 1. -- Reporting Issuer:

Noranda Inc., 181 Bay Street, Suite 4100, P.O. Box 755, BCE Place, Toronto, Ontario M5J 2T3.

ITEM 2. -- Date of Material Change: January 25, 1998.

ITEM 3 -- Press Release:

A press release in respect of this material change was issued in Toronto, Ontario, on January 26, 1998 through the facilities of Canada NewsWire Ltd.

ITEM 4 -- Summary of Material Change:

On January 25, 1998, Noranda Inc. (“Noranda”) unconditionally and irrevocably agreed to tender its aggregate holding of 92,554,458 (the “Shares”), being approximately 49.5%, of the issued and outstanding common shares of Norcen Energy Resources Limited (“Norcen”) to the offer (the “Offer”) made by Union Pacific Resources Inc. (the “Offeror”) to purchase all of the issued and outstanding common shares of Norcen for Cdn. $19.80 per share.

ITEM 5 -- Full Description of Material Change:

Pursuant to a Pre-Tender Agreement dated January 25, 1998, between Noranda, Union Pacific Resources Group Inc. (“UPR”) and the Offeror (UPR’s indirect wholly owned subsidiary), Noranda unconditionally and irrevocably agreed to tender the Shares to the Offer in accordance with the terms and conditions of the Offer except in circumstances where the arrangements between Norcen and UPR are terminated.

The Offer was made to Norcen’s shareholders pursuant to a circular dated January 30, 1998. The Offer is conditional upon, among other things, acceptance of the Offer by the holders of at least 75% of the issued and outstanding common shares of Norcen (calculated on a diluted basis) and obtaining all required regulatory approvals. The offer expires at 6:00 p.m. (Calgary time) on March 2, 1998.

Proceeds to Noranda will total approximately $1.83 billion and Noranda will record an earnings gain of approximately $590 million after provision for income taxes.

The sale of Norcen is consistent with Noranda’s long-term investment and operating strategy aimed at positioning Noranda as a leading international mining and metallurgical operating company.

The strategy includes a plan for the divestment and distribution of Noranda’s forest products and oil and gas businesses in the 1998 calendar year and this is a first step in this regard.

The proceeds will be used to expand Noranda’s mining and metallurgical operations.

ITEM 6 -- Reliance on Section 75(3) of the Act:

n/a

ITEM 7 -- Omitted Information:

No information has been omitted from this material change report.

ITEM 8 -- Senior Officers:

For additional information with respect to this material change, the following person may be contacted:

Alan R. Thomas

Chief Financial Officer

(416) 982-7127

ITEM 9 -- Statement of Senior Officer:

The foregoing accurately discloses the material change referred to herein.

DATED at Toronto, Ontario, this 5th day of February, 1998.

NORANDA INC.

Per: _sgd. “A.R. Thomas”

Alan R. Thomas

Chief Financial Officer