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Printmgr File OFFERING MEMORANDUM STRICTLY CONFIDENTIAL Xstrata Finance (Canada) Limited US$800,000,000 2.850% Notes due 2014 Issue price: 99.906% US$700,000,000 3.600% Notes due 2017 Issue price: 99.919% US$1,000,000,000 4.950% Notes due 2021 Issue price: 99.874% US$500,000,000 6.000% Notes due 2041 Issue price: 98.779% Fully and unconditionally guaranteed on a senior, unsecured and joint and several basis by Xstrata plc, Xstrata (Schweiz) AG, Xstrata Canada Financial Corp. and Xstrata Finance (Dubai) Limited. The 2.850% Notes due 2014 (the “2014 Notes”), the 3.600% Notes due 2017 (the “2017 Notes”), the 4.950% Notes due 2021 (the “2021 Notes”) and the 6.000% Notes due 2041 (the “2041 Notes” and, together with the 2014 Notes, the 2017 Notes and the 2021 Notes, the “Notes”) are being offered by Xstrata Finance (Canada) Limited (the “Issuer”) (the “Notes Issue”). Upon issue, payment of the principal and interest on the Notes will, subject to the limitations described in “Risk Factors” beginning on page 8 and “Description of the Notes and Guarantees”, be fully and unconditionally guaranteed on a senior, unsecured, and joint and several basis by Xstrata plc (“Xstrata”), Xstrata (Schweiz) AG (“Xstrata Schweiz”), Xstrata Canada Financial Corp. (“Xstrata Canada Financial”) and Xstrata Finance (Dubai) Limited (“Xstrata Dubai” and, together with Xstrata, Xstrata Schweiz and Xstrata Canada Financial, the “Guarantors”) pursuant to the guarantees relating to the Notes (the “Guarantees”) as set forth in the indenture under which the Notes will be issued (the “Indenture”). The Notes and the Guarantees will rank pari passu with all other direct, unsecured and unsubordinated obligations (except for certain limited exceptions and those obligations preferred by statute or operation of law) of the Issuer and the Guarantors, respectively. The Notes are redeemable in whole or in part at any time at the option of the Issuer or the Guarantors at a redemption price equal to the make-whole amounts described in “Description of the Notes and Guarantees”. In addition, the Notes are redeemable in whole but not in part at the option of the Issuer upon the occurrence of certain changes in taxation at their principal amount with accrued and unpaid interest to the date of redemption. The Notes will be issued initially in fully registered form as beneficial interests in Global Notes (as defined in this Offering Memorandum). Except as set forth in this Offering Memorandum, Global Notes will not be exchangeable for Definitive Notes (as defined in this Offering Memorandum). Investing in the Notes involves certain risks. For a discussion of certain factors that should be considered in connection with an investment in the Notes, see “Risk Factors”. The Notes and the Guarantees have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and are being offered and sold within the United States only to “qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the Securities Act (“Rule 144A”) and outside the United States to persons other than US persons (within the meaning given in Regulation S under the Securities Act (“US persons”)) in reliance on Regulation S under the Securities Act (“Regulation S”). For further details about eligible offerees, deemed representations and transfer and resale restrictions, please see “Plan of Distribution” and “Transfer Restrictions”. The Notes are being offered subject to various conditions and are expected to be delivered on or about November 10, 2011 through the facilities of The Depository Trust Company (“DTC”) and its participants, including Euroclear Bank, S.A./N.V. (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”), against payment in immediately available funds. Joint Book-Running Managers Barclays Capital Citigroup J.P. Morgan Deutsche Bank Securities HSBC RBS Co-Managers COMMERZBANK Crédit Agricole CIB Lloyds Securities Mitsubishi UFJ Securities Mizuho Securities RBC Capital Markets Santander November 3, 2011 TABLE OF CONTENTS Page CERTAIN US MATTERS .............................................................. ii AVAILABLE INFORMATION .......................................................... iii SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ........................... iii ENFORCEABILITY OF CIVIL LIABILITIES ................................................. iv PRESENTATION OF INFORMATION .................................................... iv INFORMATION INCORPORATED BY REFERENCE ......................................... x SUMMARY ........................................................................ 1 RISK FACTORS ..................................................................... 8 USE OF PROCEEDS .................................................................. 33 CAPITALISATION ................................................................... 34 SELECTED FINANCIAL INFORMATION .................................................. 35 OPERATING AND FINANCIAL REVIEW ................................................. 39 BUSINESS .......................................................................... 73 STATUTORY AUTHORISATIONS, LICENCES AND CONCESSIONS ............................ 130 DIRECTORS AND SENIOR MANAGEMENT .............................................. 160 SIGNIFICANT SHAREHOLDERS ........................................................ 164 DESCRIPTION OF OTHER INDEBTEDNESS ............................................... 165 DESCRIPTION OF THE ISSUER AND THE GUARANTORS ................................... 166 DESCRIPTION OF THE NOTES AND GUARANTEES ........................................ 168 BOOK-ENTRY, DELIVERY AND FORM .................................................. 184 TAXATION ......................................................................... 189 PLAN OF DISTRIBUTION ............................................................. 193 TRANSFER RESTRICTIONS ............................................................ 197 VALIDITY OF THE NOTES AND GUARANTEES ........................................... 199 INDEPENDENT AUDITORS ............................................................ 199 ANNEX A: DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS ........................... 200 No dealer, salesperson or other person has been authorized to give any information or to make any representation not contained in this Offering Memorandum and, if given or made, any such information or representation must not be relied upon as having been authorized by the Issuer or the Guarantors, any of their respective affiliates or the Initial Purchasers. This Offering Memorandum does not constitute an offer of any securities other than those to which it relates or an offer to sell, or a solicitation of an offer to buy, to any person in any jurisdiction where such an offer or solicitation would be unlawful. Neither the delivery of this Offering Memorandum nor any sale made under it shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Guarantors since the date of this Offering Memorandum or that there has been no adverse change in the Xstrata Group’s financial position since the date hereof or that the information contained in this Offering Memorandum is correct as at any time subsequent to that date. This Offering Memorandum is being provided on a confidential basis to QIBs and to certain prospective holders of Notes (“Noteholders”) outside the United States for use solely in connection with the Notes Issue. Its use for any other purpose is not authorized. This Offering Memorandum may not be copied or reproduced in whole or in part, nor may it be distributed or any of its contents be disclosed to any person other than the prospective Noteholders to whom it is being provided. You agree to the foregoing by accepting delivery of this Offering Memorandum. In making an investment decision, prospective Noteholders must rely on their own examination of the Issuer and the Guarantors and their respective affiliates, the terms of the Notes and the financial information contained in this Offering Memorandum and their own assessment of the merits and risks involved. Prospective Noteholders acknowledge that they have not relied, and will not rely, on the Initial Purchasers in connection with their investigation of the accuracy of any information or their decision to invest in the Notes. The contents of this Offering Memorandum are not to be considered as legal, business, financial, investment or tax advice. Prospective Noteholders should consult their own counsel, accountants and other advisers as to legal, tax, business, financial, investment and related aspects of a purchase of the Notes. The laws of certain jurisdictions may restrict the distribution of this Offering Memorandum and the offer and sale of the Notes. You should inform yourself about and observe any applicable restrictions. This Offering Memorandum does not constitute, and may not be used in connection with, an offer to sell or a solicitation of an offer to buy Notes by anyone in any jurisdiction in which the offer or solicitation is not authorized or in which the person making the offer or solicitationisnotqualifiedtodosoortoanypersontowhomitisunlawfultomaketheoffer or solicitation. For a further description of certain restrictions on the offering and sale of the Notes and the distribution of the document, prospective Noteholders should read “Plan of Distribution” and “Transfer Restrictions”.
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