INCO REACHES AGREEMENT REGARDING APPLICATION OF ITS
SHAREHOLDER RIGHTS PLAN TO TECK COMINCO OFFER
Toronto, July 20, 2006 Inco Limited (TSX, NYSE: N) announced today that it has entered into an
agreement with Teck Cominco Limited (TSX: TEK.A and TEK.B, NYSE: TCK) (Teck Cominco) whereby
Incos shareholder rights plan will cease to apply after 4:30 p.m. (Toronto
time) on Wednesday, August 16, 2006. As a result of this agreement, the hearing previously
scheduled to take place before the Ontario Securities Commission on Friday, July 21, 2006 to
consider the application by Teck Cominco for an order to cease trade Incos shareholder rights plan
will not take place.
Important Legal Information
This communication may be deemed to be solicitation material in respect of Incos proposed
combination with Falconbridge. Inco filed with the U.S. Securities and Exchange Commission (the
SEC), on October 24, 2005 and July 14, 2006, registration statements on Form F-8, which include
Incos offer and take-over bid circular, and has filed amendments thereto, which include notices of
extension and variation, and will file further amendments thereto as required, in connection with
the proposed combination with Falconbridge. The offer and take-over bid circular and the notices
of variation and extension have been sent to shareholders of Falconbridge Limited. Inco has also
filed, and will file (if required), other documents with the SEC in connection with the proposed
combination. Falconbridge has filed a Schedule 14D-9F in connection with Incos offer and has
filed, and will file (if required), amendments thereto and other documents regarding the proposed
combination, in each case with the SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS AND ANY OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION.
INVESTORS AND SECURITYHOLDERS ARE URGED TO READ INCOS SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 THAT INCO FILED WITH THE SEC ON MAY 31, 2006, AND ANY AMENDMENTS INCO MAY FILE
THERETO, AS IT CONTAINS, AND SUCH AMENDMENTS, IF ANY, WILL CONTAIN, IMPORTANT INFORMATION REGARDING
TECK COMINCOS PROPOSED COMBINATION WITH INCO.
2
This communication is not a solicitation of a proxy from any security holder of Inco or Phelps
Dodge in respect of Incos proposed combination with Phelps Dodge. Inco intends to file a
Management Information Circular regarding the proposed combination with the securities commissions
or equivalent regulatory authorities in Canada and to provide the Management Information Circular
to Inco shareholders and Phelps Dodge has filed a preliminary Proxy Statement on Schedule 14A
regarding the proposed combination with the SEC. WE URGE INVESTORS TO CAREFULLY READ THE
MANAGEMENT INFORMATION CIRCULAR, AND ANY AMENDMENTS INCO MAY FILE THERETO, WHEN IT BECOMES
AVAILABLE BECAUSE IT, AND ANY SUCH AMENDMENTS, IF ANY, WILL CONTAIN IMPORTANT INFORMATION ABOUT
INCO, PHELPS DODGE AND THE PROPOSED COMBINATION. WE URGE INVESTORS TO CAREFULLY READ THE PROXY
STATEMENT, AND ANY AMENDMENTS PHELPS DODGE MAY FILE THERETO, BECAUSE IT AND SUCH AMENDMENTS, IF
ANY, WILL CONTAIN IMPORTANT INFORMATION ABOUT INCO, PHELPS DODGE AND INCOS PROPOSED COMBINATION
WITH PHELPS DODGE.
Inco, Phelps Dodge and their executive officers and directors may be deemed to be participants in
the solicitation of proxies from Inco and Phelps Dodge security holders in favor of Incos proposed
combination with Phelps Dodge. Information regarding the security ownership and other interests of
Incos and Phelps Dodges executive officers and directors will be included in the Management
Information Circular and Proxy Statement, respectively.
Investors and security holders may obtain copies of the offer and take-over bid circular, the
notices of variation and extension, the registration statements, the Solicitation/Recommendation
Statement and Incos, Falconbridges and Phelps Dodges other public filings made from time to time
by Inco, Falconbridge and Phelps Dodge with the Canadian Securities Regulators, at www.sedar.com,
and with the SEC at the SECs web site, www.sec.gov, free of charge. The proxy statement may also
be obtained free of charge at www.sec.gov and the Management Information Circular (when it becomes
available) may also be obtained free of charge at www.sedar.com. In addition, the offer and
take-over circular and the other disclosure documents may be obtained free of charge by contacting
Incos media or investor relations departments.
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July 20, 2006
IN 06/37
For further information:
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Media Relations: |
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Steve Mitchell (416) 361-7950 |
Investor Relations: |
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Sandra Scott (416) 361-7758 |
or www.inco.com