Farallon Resources Ltd. (fka FRLIF)

[the cork]

Information for Farallon Mining Limited shareholders

On 15 November 2010, Nyrstar announced that it had entered into a binding support agreement with Farallon Mining Limited (TSX: FAN) pursuant to which Nyrstar has agreed to make an all-cash offer to acquire all of the issued and outstanding shares of Farallon by way of a friendly take-over offer at a price of C$0.80 per common share (the “Nyrstar Offer”), valuing Farallon’s equity at approximately C$ 409 million (€296 million) on a fully diluted basis.

Below is an overview of some commonly asked questions regarding the Nyrstar Offer.

Should Farallon Shareholders have additional questions please contact the Depository and Information Agent Kingsdale Shareholder Services Inc., at 1-866-581-0507 toll free in North America, or at 1-416-867-2272 outside of North America, or by e-mail at [e-mail].

1. What is the Nyrstar Offer?
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Nyrstar has entered into a binding support agreement with Farallon Mining Limited pursuant to which Nyrstar has agreed to make an all-cash offer to acquire all of the issued and outstanding shares of Farallon by way of a friendly take-over offer at a price of C$0.80 per common share, valuing Farallon’s equity at approximately C$409 million (€296 million) on a fully diluted basis.
2. Why should Farallon shareholders tender to the Nyrstar Offer?
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Farallon shareholders should consider the following factors in making their decision to tender their Shares to the Nyrstar Offer, as outlined in the press release announcing the Offer:

* All-cash offer of C$0.80 per common share values Farallon’s equity at approximately C$409 million, or €296 million on a fully diluted basis;
* Represents a premium of approximately 23% over Farallon’s closing share price of C$0.65 on the Toronto Stock Exchange (TSX) on November 12, 2010 and a premium of 32% to Farallon’s volume weighted average price of C$0.61 on the TSX for the 20 trading days prior to the announcement of the offer from Nyrstar;
* Farallon’s Board of Directors has unanimously recommended that shareholders tender their shares to the Nyrstar Offer after receiving a fairness opinion that the consideration to be received by Farallon shareholders is fair from a financial point of view;
* Each director and officer has entered into a lock-up agreement to tender in favour of the Nyrstar Offer (2.6%). Lock-up agreements have also been entered into with Acuity Investment Management (16.3%). In aggregate, holders of a total of 18.9% of Farallon common shares have agreed to tender in favour of the Nyrstar Offer;
* The Nyrstar Offer is fully financed.


3. Who is Nyrstar?
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Nyrstar is a leading global multi-metals business listed on NYSE Euronext Brussels under the symbol NYR. For further information visit the Nyrstar website, www.nyrstar.com.
4. Nyrstar has also announced a EUR500 million rights offering, is that a condition of the Farallon bid?
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No. The successful completion of the rights offering is not required in order to finance the Nyrstar Offer. The Nyrstar Offer will be financed from existing financial means and credit facilities that Nyrstar has in place.
5. Have other Farallon shareholders committed to tendering their Common Shares?
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Yes. Each director and officer of Farallon has entered into a lock-up agreement to tender in favour of the Nyrstar Offer (2.6%). Lock-up agreements have also been entered into with Acuity Investment Management (16.3%). In aggregate, holders of a total of 18.9% of Farallon common shares have agreed to tender in favour of the Nyrstar Offer.
6. How will Farallon shareholders be compensated for tendering their Common Shares?
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Shareholders have received an all-cash offer of C$0.80 per Common Share. This values Farallon’s equity at approximately C$409 million, or €296 million on fully diluted basis. All payments under the Nyrstar Offer will be made in Canadian dollars.
7. When will the Take-Over Bid Circular and Director’s Circular be available?
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The Take-Over Bid Circular and Director's Circular were mailed and filed on SEDAR on 24 November 2010, with the take up of shares to expire at 5.00pm (Toronto time) on 5 January 2011.
8. Who do I contact for more information?
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Questions and requests for assistance may be directed to the Depository and Information Agent Kingsdale Shareholder Services Inc., at 1-866-581-0507 toll free in North America, or at 1-416-867-2272 outside of North America, or by e-mail at [e-mail].

IMPORTANT INFORMATION

This document has been prepared by Nyrstar NV (the "Company"). It does not constitute or form part of, and should not be construed as, an offer, solicitation or invitation to subscribe for, underwrite or otherwise acquire, any securities of the Company or any member of its group nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of the Company or any member of its group, nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever.

The information included herein has been provided to you solely for your information and background and is subject to updating, completion, revision and amendment and such information may change materially. Unless required by applicable law or regulation, no person is under any obligation to update or keep current the information contained in this announcement and any opinions expressed in relation thereto are subject to change without notice. No representation or warranty, express or implied, is made as to the fairness, accuracy, reasonableness or completeness of the information contained herein. Neither the Company nor any other person accepts any liability for any loss howsoever arising, directly or indirectly, from this announcement or its contents.

This document and any materials distributed in connection with this document are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

The distribution of this document in certain jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about and observe any such restrictions. The Company’s shares have not been and will not be registered under the US Securities Act of 1933 (the “Securities Act”) and may not be offered or sold in the United States absent registration under the Securities Act or exemption from the registration requirement thereof.


http://www.nyrstar.com/nyrstar/en/investors/info_for_farallon_mining_en/