Obligation Glencore Canadian Corp. 6.2% ( US655422AV53 ) en USD

Glencore Canadian Corp.

105.898 % ▼

Canada

US655422AV53 ( en USD )

6.2% par an ( paiement semestriel )

14/06/2035

Prospectus brochure de l'obligation Glencore Canada Corporation US655422AV53 en USD 6.2%, échéance 14/06/2035

1 000 USD

250 000 000 USD

655422AV5

BBB+ ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

15/06/2026 ( Dans 126 jours )

Glencore Canada Corporation est une filiale de Glencore plc, un négociant mondial de matières premières, opérant dans l'exploration, l'exploitation minière, le traitement et la commercialisation de métaux, de minerais et d'autres matières premières au Canada.

L'Obligation émise par Glencore Canadian Corp. ( Canada ) , en USD, avec le code ISIN US655422AV53, paye un coupon de 6.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2035

L'Obligation émise par Glencore Canadian Corp. ( Canada ) , en USD, avec le code ISIN US655422AV53, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Glencore Canadian Corp. ( Canada ) , en USD, avec le code ISIN US655422AV53, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

file:///U|/Rich/289060.htm
SUPPL 1 a2159149zsuppl.htm SUPPLEMENT
QuickLinks -- Click here to rapidly navigate through this document
Filed pursuant to General
Instruction II.K. of Form F-9;
File No. 333-125431
Prospectus Supplement To Short Form Prospectus Dated June 1, 2005
Noranda Inc.

US$250,000,000

US$250,000,000
5.5% Notes due 2017

6.2% Notes due 2035
We will pay interest on the notes on June 15 and December 15 of each year, beginning on December 15, 2005.
The notes will mature on June 15, 2017 or on June 15, 2035. We may redeem some or all of the notes at any time
at 100% of their principal amount plus a make-whole premium described in this prospectus supplement. The
notes will be issued only in denominations of US$1,000 and integral multiples of US$1,000.
Investing in the notes involves risk. See "Risk Factors" beginning on page S-6.
We are permitted to prepare this prospectus supplement and the accompanying prospectus in accordance
with Canadian disclosure requirements, which are different from those of the United States. We prepare
our financial statements in accordance with Canadian generally accepted accounting principles, and they
are subject to Canadian auditing and auditor independence standards. They may not be comparable to
financial statements of United States companies.
Owning the notes may subject you to tax consequences both in the United States and Canada. This
prospectus supplement and the accompanying prospectus may not fully describe these tax consequences.
You should read the tax discussion under "Certain Income Tax Considerations" beginning on page S-21 of
this prospectus supplement.
file:///U|/Rich/289060.htm (1 of 78)7/22/2005 5:14:36 AM

file:///U|/Rich/289060.htm
Per 2017
Per 2035
Total
Total

Note

Note
Public Offering Price

99.720% US 249,300,000
99.471% US 248,677,500
$
$
Underwriting Commission

0.675% US
1,687,500
0.875% US
2,187,500
$
$
Proceeds, before expenses, to Noranda
99.045% US 247,612,500
98.596% US 246,490,000
$
$
The public offering price set forth above does not include accrued interest, if any. Interest on the notes will
accrue from June 8, 2005 to date of delivery.
(Continued on next page)
Deutsche Bank Securities

Citigroup

HSBC

JPMorgan

Merrill Lynch & Co.

Barclays Capital

BNP Paribas

Comerica

Fifth Third Securities

SG Corporate & Investment Banking

SunTrust Robinson Humphrey
The date of this prospectus supplement is June 2, 2005.
file:///U|/Rich/289060.htm (2 of 78)7/22/2005 5:14:36 AM

file:///U|/Rich/289060.htm
(Front cover continued)
Your ability to enforce civil liabilities under the United States federal securities laws may be affected
adversely because we are incorporated in the Province of Ontario, Canada, most of our officers and
directors and some of the experts named in this prospectus supplement or the accompanying prospectus
are residents of Canada, and most of our assets are located outside of the United States.
Neither the Securities and Exchange Commission nor any state securities regulator has approved or
disapproved these securities or determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
The underwriters, as principals, conditionally offer the notes, subject to prior sale, if, as and when issued by
Noranda and accepted by the underwriters in accordance with the conditions contained in the underwriting
agreement referred to under "Underwriting". The underwriters expect to deliver the notes to the purchasers on or
about June 8, 2005.
The effective yield of the 2017 notes, if held to maturity, is 5.532%. The effective yield of the 2035 notes, if held
to maturity, is 6.239%.
There is no market through which these securities may be sold and purchasers may not be able to resell
securities purchased under this prospectus supplement and the accompanying prospectus.
Under applicable Canadian securities legislation, Noranda may be considered to be a connected issuer of
Deutsche Bank Securities, Citigroup, HSBC, JPMorgan, Merrill Lynch & Co., Barclays Capital, BNP Paribas,
Comerica, Fifth Third Securities, SG Corporate & Investment Banking and Sun Trust Robinson Humphrey, each
of whom is an affiliate of a party to which Noranda is indebted or to which affiliates of Noranda are indebted or
have guaranteed payment of certain indebtedness.
file:///U|/Rich/289060.htm (3 of 78)7/22/2005 5:14:36 AM

file:///U|/Rich/289060.htm
IMPORTANT NOTICE ABOUT THIS PROSPECTUS SUPPLEMENT AND
THE ACCOMPANYING PROSPECTUS
This document is in two parts. The first part is this prospectus supplement, which describes the specific
terms of the notes we are offering. The second part, the accompanying base shelf prospectus, dated June 1, 2005,
gives more general information, some of which may not apply to the notes we are offering. The base shelf
prospectus is referred to as the "prospectus" in this prospectus supplement.
If the description of the notes varies between this prospectus supplement and the prospectus, you
should rely on the information in this prospectus supplement.
The notes have not been and will not be qualified for sale under the securities laws of any province or
territory of Canada. The notes are not being offered for sale and may not be offered or sold, directly or indirectly,
in Canada, or to any resident thereof, in violation of the securities laws of any province or territory of Canada.
No securities commission or similar authority in Canada has in any way passed upon the merits of the notes
offered hereunder and any representation to the contrary is an offense.
References in this prospectus supplement to the "Company", "we", "us" and "our" refer to Noranda Inc. and
its subsidiaries and joint ventures except that, on the cover page, and in the sections "The Offering", "Description
of the Notes" and "Underwriting", those references refer to Noranda Inc. only. References to "Noranda" refer to
Noranda Inc. only.
AVAILABLE INFORMATION
Noranda has filed with the U.S. Securities and Exchange Commission, or the Commission, a Registration
Statement on Form F-9 under the U.S. Securities Act of 1933, as amended, or the Securities Act, which covers
the notes offered by this prospectus supplement. This prospectus supplement does not contain all of the
information set forth in the Registration Statement. Reference is made to the Registration Statement and the
exhibits thereto for further information with respect to us and the notes.
Noranda is subject to the information requirements of the U.S. Securities Exchange Act of 1934, as
amended, or the Exchange Act, and in accordance with the Exchange Act files reports and other information with
the Commission. Under a multijurisdictional disclosure system, or MJDS, adopted by the United States, some
reports and other information may be prepared in accordance with the disclosure requirements of Canada, which
requirements are different from those of the United States. In addition, Noranda is exempt from the rules under
the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and
principal shareholders are exempt from the reporting and short swing profit recovery provisions contained in
Section 16 of the Exchange Act. Our Exchange Act reports and other information filed with the Commission may
be inspected and copied at the public reference facilities maintained by the Commission. Please call the
file:///U|/Rich/289060.htm (4 of 78)7/22/2005 5:14:36 AM

file:///U|/Rich/289060.htm
Commission at 1-800-SEC-0330 for further information on the operations and location of the public reference
facilities of the Commission. Copies of the material Noranda files with the Commission may be obtained at
prescribed rates from the Public Reference Section of the Commission at 100 F Street, N.E., Washington, D.C.
20549. The SEC also maintains a website (www.sec.gov) that makes available reports and other information that
Noranda files or furnishes electronically.
S-2
file:///U|/Rich/289060.htm (5 of 78)7/22/2005 5:14:36 AM

file:///U|/Rich/289060.htm
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements included or incorporated by reference in this prospectus supplement and the
prospectus constitute "forward looking statements" within the meaning of the U.S. Private Securities Litigation
Reform Act of 1995, Section 21E of the Exchange Act and Section 27A of the Securities Act. All statements
contained in this prospectus supplement and the prospectus that are not clearly historical in nature are forward
looking, and the words "anticipate", "believe", "expect", "estimate", "may", "would", "could", "will", "intend",
"plan" and similar expressions are generally intended to identify forward looking statements. These statements
represent internal projections, expectations or beliefs concerning, among other things, our future operating results
or future economic performance.
The projections, estimates and beliefs contained in these forward looking statements necessarily involve
known and unknown risks, uncertainties and other factors beyond our ability to control or project which may
cause our actual performance and financial results in future periods to differ materially from any estimates or
projections of future performance or results expressed or implied by these forward looking statements. These
risks and uncertainties include, among other things, volatility of commodity metal prices including supply and
demand for these metals, mining and processing risks, including uninsurable risks inherent in the mining
business, environmental risks, risks related to our ability to maintain good relations with our employees,
uncertainty of reserve estimates and production estimates, including imprecision in estimating the timing, costs
and levels of production associated with mining properties, exchange rate fluctuations, interest rate and
counterparty risk, energy supply and prices, political and economic conditions in the countries in which we
operate, changes in Canadian and foreign laws and regulations, market access, changes in production and
processing technology, legal proceedings, supply and demand in the market for sulphuric acid, risks inherent in
the Company's procurement of raw materials, general economic and business conditions, and other risks and
uncertainties described from time to time in our reports and filings with Canadian and U.S. securities regulatory
authorities. Accordingly, we caution that events or circumstances could cause actual results to differ materially
from those predicted.
S-3
file:///U|/Rich/289060.htm (6 of 78)7/22/2005 5:14:36 AM

file:///U|/Rich/289060.htm
THE OFFERING
In this summary, the words "Company", "we", "us" and "our" refer only to Noranda Inc. and not to any of
our subsidiaries or joint ventures. The following is a brief summary of some of the terms of this offering and the
notes. For a more complete description of the terms of the notes, see "Description of the Notes" in this prospectus
supplement and "Description of Debt Securities" in the prospectus.

Issue

US$250,000,000 aggregate principal amount of 5.5% notes
due 2017, or the 2017 notes

US$250,000,000 aggregate principal amount of 6.2% notes
due 2035, or the 2035 notes

In this prospectus supplement, we use the term "notes" to refer,
collectively, to the 2017 notes and the 2035 notes. The 2017
notes and the 2035 notes will, however, constitute separate
series under the indenture governing the notes.
Maturity Date

2017 notes

June 15, 2017.
2035 notes

June 15, 2035.
Sinking Fund

None.
Interest Payment Dates

June 15 and December 15 of each year, beginning
December 15, 2005.
Ranking

The notes will be unsecured obligations ranking equally with
all our existing and future unsecured and unsubordinated debt.
The notes will be effectively subordinate to all indebtedness
and other liabilities of the Company's subsidiaries and joint
ventures. As of March 31, 2005, the aggregate amount of
indebtedness and other liabilities (including trade payables) of
our subsidiaries and joint venture interests was approximately
US$3,380 million, of which US$1,628 million represented
indebtedness and other liabilities (including trade payables) of
Falconbridge Limited, or Falconbridge. We have announced
our intention to pursue an amalgamation of the Company and
Falconbridge. If such amalgamation had been completed on
March 31, 2005, the aggregate amount of indebtedness and
other liabilities (including trade payables) of our subsidiaries
and joint venture interests would have been approximately US
file:///U|/Rich/289060.htm (7 of 78)7/22/2005 5:14:36 AM

file:///U|/Rich/289060.htm
$1,752 million. We cannot assure you that such amalgamation
will be completed.
Redemption

We will have the option to redeem the notes in whole or in part
at any time, at a redemption price equal to the greater of
(1) 100% of the principal amount of the notes and (2) the sum
of the present values of the remaining scheduled payments of
principal and interest on the notes (exclusive of interest
accrued to the date of redemption) discounted to the
redemption date, calculated on a semi-annual basis (assuming
a 360-day year of twelve 30-day months), at the Treasury Rate
(as defined) plus 25 basis points per 2017 note or 30 basis
points per 2035 note, as applicable, together in each case with
accrued interest to the date of redemption. See "Description of
the Notes--Optional Redemption."

S-4
file:///U|/Rich/289060.htm (8 of 78)7/22/2005 5:14:36 AM

file:///U|/Rich/289060.htm
Form and Denominations

The notes will be represented by a Registered Global Security
(as defined) registered in the name of a nominee of The
Depository Trust Company. Beneficial interests in the
Registered Global Security will be in denominations of US
$1,000 and integral multiples thereof. Except as described
under "Description of the Notes" in this prospectus supplement
and under "Description of Debt Securities" in the prospectus,
notes in definitive form will not be issued.
Certain Covenants

The indenture governing the notes contains covenants that,
among other things:

· limit our ability to create certain liens; and

· restrict our ability to consolidate, amalgamate or merge with
a third party or transfer all or substantially all of our assets.

These covenants are subject to important exceptions and
qualifications, which are described under the caption
"Description of Debt Securities" in the prospectus.
Use of Proceeds

We estimate that the net proceeds of the offering of the notes
will be approximately US$493 million. We intend to use these
proceeds to repay indebtedness and for general corporate
purposes. Pending the use of these funds for the repayment of
indebtedness, we intend to use all of the net proceeds for
general corporate purposes. See "Use of Proceeds".
Governing Law

The notes and the indenture governing the notes will be
governed by the laws of the State of New York (except with
respect to the rights, powers, duties and responsibilities of the
Trustee under the indenture, which shall be governed by the
laws of the Province of Ontario and the federal laws of Canada
applicable therein).
Risk Factors

See the "Risk Factors" section and the other information
included and incorporated by reference into this prospectus
supplement and the prospectus for a discussion of facts you
should carefully consider before deciding to invest in the notes.
S-5
file:///U|/Rich/289060.htm (9 of 78)7/22/2005 5:14:36 AM

file:///U|/Rich/289060.htm
RISK FACTORS
Before making an investment decision, investors should carefully consider the risks and uncertainties
described below and in our annual information form and management's discussion and analysis of financial
condition and results of operations incorporated by reference in the prospectus, as well as the other information
contained and incorporated by reference in the prospectus. These risks and uncertainties are not the only ones
we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may
also impair our business operations. If any of such risks or uncertainties actually occur, our business, financial
condition, liquidity and operating results could be materially adversely affected.
Risks Relating to Our Business and Industry
Fluctuating Metal Prices
Our earnings are affected by fluctuations in the prices of the metals we produce. Metal prices are subject to
volatile price movements over short periods of time. We do not generally hedge prices of the metals we produce.
Market prices can be affected by numerous factors beyond our control, including expectations for inflation,
speculative activities, relative exchange rates to the U.S. dollar, production activities of our competitors, global
and regional demand and supply, political and economic conditions including availability of subsidies and tax
incentives to our competitors and production costs in major producing regions. The prices for copper, nickel,
zinc, aluminum or other metals produced by us may decline significantly from current levels. A reduction in the
prices of one or more of these metals could materially adversely affect the value and amount of our reserves and
our business, financial condition, liquidity and operating results.
Mining and Processing Risks
The business of mining and processing of metals is generally subject to a number of risks and hazards,
including unusual or unexpected geological conditions, ground conditions, phenomena such as inclement weather
conditions, floods and earthquakes and the handling of hazardous substances and emissions of contaminants.
Such risks and hazards could result in personal injury or death, damage to, or destruction of, mineral properties,
processing or production facilities or the environment, monetary losses and possible legal liability. Our business,
financial condition, liquidity and operating results could be materially adversely affected if any of these
developments were to occur.
Although we maintain insurance which we believe is consistent with mining industry practice to the extent
available to cover some of these risks and hazards, we cannot assure you that such insurance will continue to be
available, or that it will be available at economically feasible premiums. Our property, business interruption and
liability insurance may not provide sufficient coverage for losses related to these or other risks or hazards. In
such event, our business, financial condition, liquidity and results of operations could be materially adversely
affected.
Environmental Risks
file:///U|/Rich/289060.htm (10 of 78)7/22/2005 5:14:36 AM

Document Outline

Local Disk
- #1">file:///U|/Rich/289060.htm