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Novicourt Inc. M&A Activity 2006

Mar 22, 2006

42718_rns_2006-03-22_7f6c399a-4019-4713-9c24-d333888bb813.pdf

M&A Activity

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NOVICOURT INC.

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Company
Novicourt Inc.
181 Bay Street
Suite 200, BCE Place
Toronto, Ontario
M5J 2T3
Item 2. Date of Material Change
March 15, 2006
Item 3. News Release
A press release reporting the material change was issued by Novicourt Inc. on
March 15, 2006, a copy of which is attached.
Item 4. Summary of Material Change
Falconbridge Limited, Novicourt Inc.’s (“Novicourt”) principal shareholder and
parent company, has advised Novicourt that it intends to make an offer by way of
a takeover bid for all the outstanding common shares of Novicourt that it does
not already own. The proposed offer would be for a price of CDN$2.30 per
Novicourt common share and subject to not less than 50% of the common shares
of Novicourt not already owned by Falconbridge being tendered.
Item 5. Full Description of Material Change
Please see attached press release.
Item 6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
Item 7. Omitted Information
None.
  • 2 -

Item 8. Executive Officer

For further information, please contact David Sandison, Vice President, at (416) 982-7023.

Item 9. Date of report March 21, 2006