0001047469-06-008573 Sample Contracts

Agreement to Acquire the Divested Business Through Purchase of FNA Group Shares
Share Purchase Agreement • June 19th, 2006 • Falconbridge LTD • Primary smelting & refining of nonferrous metals • Ontario

This TRANSITIONAL SERVICES AGREEMENT (the "Agreement") is made and entered into as of • , 2006 by and among Falconbridge Limited, a corporation amalgamated under the laws of Ontario ("Falconbridge"), Falconbridge Nikkelverk A/S, a corporation formed under the laws of Norway ("FNA"), Falconbridge International Limited, a corporation formed under the laws of Barbados ("FIL"), Falconbridge U.S., Inc., a corporation formed under the laws of Pennsylvania ("FUS"), Falconbridge Europe S.A., a corporation formed under the laws of Belgium ("FESA"), Falconbridge (Japan) Limited, a corporation formed under the laws of Japan ("FJKK") and Falconbridge International S.A., a corporation formed under the laws of Belgium ("FISA") (FNA, FIL, FESA, FUS, FJKK and FISA are each a "Company" and are collectively, the "Companies") and LionOre Mining International Ltd., a corporation continued under the laws of Canada ("Acquirer").

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