General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 31± 98K
2: EX-1 Underwriting Agreement 1 5K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 14± 51K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws 5± 20K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
---
Battle Mountain Gold Company
---------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.10 per share
---------------------------------------------------------------------
(Title Class of Securities)
07159310
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(CUSIP Number)
Kevin N. Thompson
Vice-President, Secretary and General Counsel
Noranda Inc.
P.O. Box 755, BCE Place, 181 Bay Street, Suite 4100
Toronto, Ontario M5J 2T3
(416) 982-7475
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 19, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[X]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
SEC 1746 (12-91)
SCHEDULE 13D
CUSIP No. 07159310 Page 2 of 58 Pages
-------------- --- ----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kerr Addison Mines Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Columbia
NUMBER 7 SOLE VOTING POWER
OF
SHARES 65,242,526 shares
BENEFI 8 SHARED VOTING POWER
CIALLY
OWNED 0
BY 9 SOLE DISPOSITIVE POWER
EACH
REPORT- 65,242,526 shares
ING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,242,526 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.5%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 07159310 Page 3 of 58 Pages
----------- --- ----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brenda Mines Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Columbia
NUMBER 7 SOLE VOTING POWER
OF
SHARES 0
BENEFI 8 SHARED VOTING POWER
CIALLY
OWNED 0
BY 9 SOLE DISPOSITIVE POWER
EACH
REPORT- 0
ING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,310,631 shares through its 25% interest in its affiliate,
Kerr Addison Mines Limited
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 07159310 Page 4 of 58 Pages
----------- --- ----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Noranda Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario
NUMBER 7 SOLE VOTING POWER
OF
SHARES 0
BENEFI 8 SHARED VOTING POWER
CIALLY
OWNED 0
BY 9 SOLE DISPOSITIVE POWER
EACH
REPORT- 0
ING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,242,526 shares through its direct and indirect interests
in its affiliate, Kerr Addison Mines Limited
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.5%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 07159310 Page 5 of 58 Pages
----------- --- ----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Partners Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario
NUMBER 7 SOLE VOTING POWER
OF
SHARES 0
BENEFI 8 SHARED VOTING POWER
CIALLY
OWNED 0
BY 9 SOLE DISPOSITIVE POWER
EACH
REPORT- 0
ING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,708,721 shares through its 8.75% indirect interest in its
affiliate, Kerr Addison Mines Limited
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 07159310 Page 6 of 58 Pages
----------- --- ----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brascan Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER 7 SOLE VOTING POWER
OF
SHARES 0
BENEFI 8 SHARED VOTING POWER
CIALLY
OWNED 0
BY 9 SOLE DISPOSITIVE POWER
EACH
REPORT- 0
ING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,836,040 shares through its 39.6% indirect interest in its
affiliate, Kerr Addison Mines Limited
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 07159310 Page 7 of 58 Pages
----------- --- ----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Edper Group Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario
NUMBER 7 SOLE VOTING POWER
OF
SHARES 0
BENEFI 8 SHARED VOTING POWER
CIALLY
OWNED 0
BY 9 SOLE DISPOSITIVE POWER
EACH
REPORT- 0
ING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,644,635 shares through its 13.25% indirect interest in its
affiliate, Kerr Addison Mines Limited
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 07159310 Page 8 of 58 Pages
----------- --- ----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hees International Bancorp Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario
NUMBER 7 SOLE VOTING POWER
OF
SHARES 0
BENEFI 8 SHARED VOTING POWER
CIALLY
OWNED 0
BY 9 SOLE DISPOSITIVE POWER
EACH
REPORT- 0
ING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,730,606 shares through its 17.98% indirect interest in its
affiliate, Kerr Addison Mines Limited
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON*
CO
Item 1. Security and Issuer
This statement on Schedule 13D relates to the Common
Stock, par value $0.10 per share, of Battle Mountain Gold Company
("BMG"), a corporation incorporated under the laws of the State
of Nevada, with its principal executive offices located at 333
Clay Street, 42nd Floor, Houston, Texas, U.S.A. 77002-4103.
The Reporting Persons described herein beneficially own
Exchangeable Shares of Battle Mountain Canada Ltd. ("BM Canada"),
formerly Hemlo Gold Mines Inc., a corporation incorporated under
the laws of the Province of Ontario with its principal executive
offices located at One Adelaide Street East, Suite 2700, Toronto,
Ontario, M5C 2Z6. The Exchangeable Shares of BM Canada were
acquired by the Reporting Persons upon the closing of a
combination of BMG and BM Canada pursuant to an amended and
restated combination agreement (the "Combination Agreement")
between BMG and BM Canada, dated March 11, 1996.
The Exchangeable Shares of BM Canada are exchangeable
at any time at the option of the holder on a one-for-one basis
for shares of Common Stock of BMG. Pursuant to a voting, support
and exchange trust agreement (the "Voting, Support and Exchange
Trust Agreement") between BMG, BM Canada and a Canadian trust
company, holders of Exchangeable Shares of BM Canada are able to
exercise the same voting rights with respect to BMG as they would
after exchange of their Exchangeable Shares of BM Canada for
Common Stock of BMG. Holders of Exchangeable Shares of BM Canada
are also entitled to receive dividends economically equivalent to
any dividends paid on the Common Stock of BMG and to participate
in any liquidation of BMG on the same basis as holders of Common
Stock of BMG. Accordingly, while the Exchangeable Shares are
securities of BM Canada, they entitle their holders to dividends
and other rights economically equivalent to Common Stock of BMG
and, through the Voting, Support and Exchange Trust Agreement, to
vote at meetings of stockholders of BMG.
Item 2. Identity and Background
This statement is being filed by Partners Limited
("Partners"), The Edper Group Limited ("Edper"), Hees
International Bancorp Inc. ("Hees"), Brascan Limited ("Brascan"),
Noranda Inc. ("Noranda"), Brenda Mines Ltd. ("Brenda Mines"), a
direct and indirect wholly-owned subsidiary of Noranda, and Kerr
Addison Mines Limited ("Kerr Addison"), a direct and indirect
wholly-owned subsidiary of Noranda (collectively, the "Reporting
Persons").
Partners is a corporation incorporated under the laws
of the Province of Ontario, Canada. It is a private holding
company. Its principal and business address is P.O. Box 770,
Suite 4400, BCE Place, 181 Bay Street, Toronto, Ontario, M5J 2T3.
Edper is a corporation amalgamated under the laws of
the Province of Ontario, Canada. It is a diversified financial
company listed on The Toronto Stock Exchange. Its principal and
business address is P.O. Box 770, Suite 4400, BCE Place, 181 Bay
Street, Toronto, Ontario, M5J 2T3.
Hees is a corporation incorporated under the laws of
the Province of Ontario, Canada. It is a diversified financial
company listed on The Toronto Stock Exchange and on The Montreal
Exchange. Its principal and business address is Suite 4400, BCE
Place, 181 Bay Street, Toronto, Ontario, M5J 2T3.
Brascan is a corporation incorporated under the laws of
Canada. It is a diversified holding company that is listed on
The Toronto Stock Exchange. Its principal and business address
is Suite 4400, BCE Place, 181 Bay Street, Toronto, Ontario, M5J
2T3.
Noranda is a corporation amalgamated under the laws of
the Province of Ontario, Canada. It is one of the world's
largest diversified natural resource companies. Its principal
and business address is P.O. Box 755, Suite 4100, BCE Place, 181
Bay Street, Toronto, Ontario, M5J 2T3.
Brenda Mines is a corporation incorporated under the
laws of the Province of British Columbia, Canada. It does not
currently carry on any active business. The address of its
principal office is One Adelaide Street East, Suite 2700,
Toronto, Ontario, M5C 2Z6.
Kerr Addison is a corporation continued under the laws
of the Province of British Columbia, Canada. It does not
currently carry on any active business. Its principal and
business address is One Adelaide Street East, Suite 2700,
Toronto, Ontario, M5C 2Z6.
Kerr Addison owns 65,242,526 Exchangeable Shares of BM
Canada, representing approximately 44.1% of the Exchangeable
Shares of BM Canada, based on 148,096,321 Exchangeable Shares
outstanding as of July 19, 1996. These Exchangeable Shares
represent beneficial ownership of the same number of shares of
Common Stock of BMG, which would represent approximately 28.5% of
the Common Stock of BMG if all 148,096,321 Exchangeable Shares
outstanding were exchanged for shares of Common Stock of BMG or
were treated as a single class with the 81,339,897 shares of
Common Stock outstanding as of June 5, 1996, as reported in the
Joint Management Information Circular and Proxy Statement (the
"Joint Management Circular and Proxy Statement") of BMG and Hemlo
Gold Mines Inc., dated June 7, 1996. Brenda Mines owns 25% of
the common shares of Kerr Addison; Noranda owns the other 75% of
Kerr Addison's common shares. Noranda directly and indirectly
exercises control over 100% of the outstanding common shares of
Brenda Mines. Noranda is indirectly controlled by Partners
through its direct and indirect holdings in Brascan, Hees and
Edper. Brascan indirectly exercises control over approximately
40.0% of the common shares of Noranda through its subsidiaries,
Noranda Equities Inc. and Brascade Holdings Inc., and through
Brascade Holdings Inc.'s subsidiary, Brascade Resources Inc.,
Brascan Holdings Inc. owns approximately 45% of the common shares
of Brascan Limited. All of the voting common shares of Brascan
Holdings Inc. are held directly or indirectly by Edper and by
Hees. Edper holds a direct and indirect 47% voting interest in
Hees. Edper is controlled as to 66% by Partners, the common
shares of which are owned directly or indirectly by a number of
individuals including the following individuals who are also
directors and, in some cases, officers of Noranda: Jack L.
Cockwell, J. Trevor Eyton, Robert J. Harding, David W. Kerr and
E. Courtney Pratt. Exhibit 1 incorporated by reference hereto
contains a diagram showing the intermediary companies excluding
wholly-owned subsidiaries in the chain of control between
Partners and Kerr Addison as described herein.
The name, citizenship, present position with the
Reporting Persons, present principal occupation and business
address of each of the directors and officers of the Reporting
Persons are set out in Schedule 1 hereto. The information herein
and in Schedule 1 with respect to the persons named therein is
based on the knowledge of the Reporting Persons.
None of the Reporting Persons or the persons listed in
Schedule 1 has, during the last five years, been convicted of a
criminal proceeding (excluding traffic violations or similar
misdemeanors), or was or is subject to a judgment, decree or
final order, enjoining future violations of, or prohibiting or
mandating activities subject to, United States Federal or state
securities laws or finding any violation with respect to such
laws as a result of being party to a civil proceeding of a
judicial or administrative body of competent jurisdiction.
Item 3. Source and Amount of Funds or Other Consideration
Kerr Addison acquired the Exchangeable Shares of BM
Canada upon the closing of transactions relating to the
combination of BMG and BM Canada pursuant to the Combination
Agreement. Prior to the closing, Kerr Addison owned 44,082,788
common shares of Hemlo Gold Mines Inc. (now BM Canada) which had
been transferred to it by Noranda on or about July 16, 1996.
Upon closing, Kerr Addison received 1.48 Exchangeable Shares of
BM Canada for each common share of Hemlo Gold Mines Inc. As a
result, Kerr Addison owns 65,242,526 Exchangeable Shares of BM
Canada, representing beneficial ownership of the same number of
shares of, or approximately 28.5% of, the Common Stock of BMG,
assuming all 148,096,321 Exchangeable Shares outstanding as of
July 19, 1996 were exchanged for shares of such Common Stock or
were treated as a single class with the 81,339,897 shares of
Common Stock outstanding as of June 5, 1996.
Item 4. Purpose of Transaction
The Reporting Persons acquired the Exchangeable Shares
of BM Canada for investment purposes.
No Reporting Person and none of the persons listed in
Schedule 1 has any current plan or proposal that would result in
the types of transactions set forth in subparagraphs (a) through
(j) of item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Kerr Addison beneficially owns 65,242,526
Exchangeable Shares of BM Canada which represent beneficial
ownership of the same number of shares of Common Stock of BMG,
and accordingly, such Exchangeable Shares represent approximately
28.5% of the Common Stock of BMG based on the 148,096,321
Exchangeable Shares outstanding as of June 19, 1996 being treated
as a single class with the 81,339,897 shares of Common Stock
outstanding as of June 5, 1996, as reported in the Joint
Management Circular and Proxy Statement.
(b) Kerr Addison has the sole power to direct the vote
and sole power to direct disposition of all of the Exchangeable
Shares of BM Canada beneficially owned by it. The other
Reporting Persons have the indirect power to direct the vote and
to direct the disposition of the Exchangeable Shares of BM Canada
(and the Common Stock of BMG into which they are exchangeable)
held by Kerr Addison through their respective direct and/or
indirect interests in Kerr Addison. The respective direct and/or
indirect proportionate interests of the other Reporting Persons
in these shares owned by Kerr Addison are as follows:
[Download Table]
Propor-
tionate % of
Reporting Person Interest No. of shares BMG shares
---------------- --------- ------------- -----------
Partners 8.75% 5,708,721 2.5%
Edper 13.25% 8,644,635 3.8%
Hees 17.98% 11,730,606 5.1%
Brascan 39.6% 25,836,040 11.3%
Noranda 100% 65,242,526 28.5%
Brenda Mines 25.0% 16,310,631 7.1%
(c) No transactions involving the Common Stock of BMG
or Exchangeable Shares of BM Canada were effected during the past
60 days by Kerr Addison or any other Reporting Person, other than
the acquisition of Exchangeable Shares of BM Canada by Kerr
Addison upon closing of the transactions contemplated by the
Combination Agreement.
(d) No other person is known to have the right to
receive or the power to direct the receipt of dividends from or
the proceeds from the sale of the Exchangeable Shares of BM
Canada referred to herein.
(e) Not Applicable.
No person listed in Schedule 1 to this Schedule 13D,
except as described therein, either directly or indirectly, (i)
beneficially owns any Common Stock of BMG, (ii) has the sole
power to vote or direct the vote of any Common Stock of BMG,
(iii) has the shared power to vote or direct the vote of any
Common Stock of BMG, (iv) has the sole power to dispose or direct
the disposition of any Common Stock of BMG, or (v) has the shared
power to dispose or direct the disposition of any Common Stock of
BMG. Except as described therein, there have been no
transactions relating to the Common Stock of BMG effected during
the past 60 days by any of the persons listed in Schedule 1.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Kerr Addison and Noranda (together, the "Noranda
Parties") and BMG have entered into a registration rights
agreement (the "Registration Rights Agreement"), dated July 19,
1996, pursuant to which BMG has agreed to provide the Noranda
Parties with registration rights under United States law and
secondary offering cooperation rights under Canadian law with
respect to the Exchangeable Shares of BM Canada or the Common
Stock of BMG. These registration rights include up to five
"demand" registrations and an unlimited number of "piggyback"
registrations with respect to common equity offerings by BMG.
The registration rights will survive so long as the Noranda
Parties own Exchangeable Shares of BM Canada or Common Stock of
BMG equivalent to more than 5% of the outstanding Exchangeable
Shares and shares of Common Stock of BMG, considered as one
class. The Registration Rights Agreement is filed as Exhibit 2
to this Schedule 13D.
In addition, BMG and Noranda have entered into a tax
cooperation agreement (the "Tax Cooperation Agreement"), dated
July 19, 1996, setting forth the terms upon which Noranda is to
be informed of the circumstances that could result in BMG's
becoming a "United States real property holding corporation"
within the meaning of Section 897 of the United States Internal
Revenue Code of 1986, as amended. The Tax Cooperation Agreement
is filed as Exhibit 3 to this Schedule 13D.
Item 7. Materials to be Filed as Exhibits
Schedule 1: The name, citizenship, present position
with the Reporting Persons, present
principal occupation and business address
(or if not available, residence address)
of each of the directors and officers of
the corporate Reporting Persons.
Schedule 2: Joint Filing Statement.
Exhibit 1: Corporate Organizational Chart.
Exhibit 2: Registration Rights Agreement, dated as
of July 19, 1996, between Noranda, Kerr
Addison and BMG.
Exhibit 3: Tax Cooperation Agreement, dated as of
July 19, 1996, between Noranda and BMG.
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this
statement is true, complete and correct.
July 29, 1996.
NORANDA INC.
By: /s/George M. Penna
------------------------------
Name: George M. Penna
Title: Vice-President, Taxation
PARTNERS LIMITED
By: /s/Brian D. Lawson
------------------------------
Name: Brian D. Lawson
Title: Secretary-Treasurer
THE EDPER GROUP LIMITED
By: /s/Brian D. Lawson
------------------------------
Name: Brian D. Lawson
Title: Vice President and
Secretary
HEES INTERNATIONAL BANCORP INC.
By: /s/Anne Arone
------------------------------
Name: Anne Arone
Title: Vice President and
Corporate Secretary
BRASCAN LIMITED
By: /s/Anne Arone
------------------------------
Name: Anne Arone
Title: Vice President and
Secretary
BRENDA MINES LTD.
By: /s/David L. Bumstead
------------------------------
Name: David L. Bumstead
Title: President
KERR ADDISON MINES LIMITED
By: /s/David L. Bumstead
------------------------------
Name: David L. Bumstead
Title: Chairman
SCHEDULE 1 (FN1)
----------------
PARTNERS LIMITED
----------------
Principal Business
Position with Address (or Residence
Corporation; Principal Address if no Business
Name; Citizenship Occupation, if Different Address Available)
----------------- ------------------------ ------------------
Gordon E. Arnell Director of Partners P.O. Box 770
Canadian Limited; Chairman and Suite 4440, BCE Place
Chief Executive Officer 181 Bay Street
of Brookfield Properties Toronto, Ontario
Corporation M5J 2T3
Peter F. Bronfman Director and Chairman of P.O. Box 770
Canadian Partners Limited; Senior Suite 4440, BCE Place
Chairman of The Edper 181 Bay Street
Group Limited Toronto, Ontario
M5J 2T3
Jack L. Cockwell Director and Co-Chief P.O. Box 762
Canadian Executive of Partners Suite 4400, BCE Place
Limited; President and 181 Bay Street
Chief Executive Officer Toronto, Ontario
of Brascan Limited M5J 2T3
Gordon R. Cunningham Director of Partners 255 Dufferin Avenue
Canadian Limited; President and London, Ontario
Chief Executive Officer N6A 4K1
of London Life Insurance
Company and London
Insurance Group Inc.
J. Trevor Eyton Director of Partners P.O. Box 762
Canadian Limited; Chairman of Suite 4400, BCE Place
Brascan Limited 181 Bay Street
Toronto, Ontario
M5J 2T3
FN1 None of the persons listed in this Schedule 1 has any direct
or indirect interest in BMG, except for David W. Kerr who,
as of July 19, 1996, owns 1,480 Exchangeable Shares of BM
Canada.
J. Bruce Flatt Director of Partners P.O. Box 762
Canadian Limited; Managing Suite 4400, BCE Place
Partner and Executive 181 Bay Street
Vice-President of Hees Toronto, Ontario
International Bancorp M5J 2T3
Inc.
Robert J. Harding Director of Partners P.O. Box 770
Canadian Limited; President and Suite 4440, BCE Place
Chief Executive Officer 181 Bay Street
of Hees International Toronto, Ontario
Bancorp Inc. M5J 2T3
David W. Kerr Director and Co-Chief P.O. Box 755
Canadian Executive of Partners Suite 4100, BCE Place
Limited; Chairman and 181 Bay Street
Chief Executive Officer Toronto, Ontario
of Noranda Inc. M5J 2T3
Brian D. Lawson Director and Secretary- P.O. Box 762
Canadian Treasurer of Partners Suite 4400, BCE Place
Limited; Managing 181 Bay Street
Partner, Merchant Toronto, Ontario
Banking of Hees M5J 2T3
International Bancorp
Inc.
George E. Myhal Director of Partners P.O. Box 762
Canadian Limited; President and Suite 4400, BCE Place
Chief Executive Officer 181 Bay Street
of Trilon Financial Toronto, Ontario
Corporation M5J 2T3
E. Courtney Pratt Director of Partners P.O. Box 755
Canadian Limited; President of Suite 4100, BCE Place
Noranda Inc. 181 Bay Street
Toronto, Ontario
M5J 2T3
Timothy R. Price Director and President P.O. Box 762
Canadian of Partners Limited; Suite 4400, BCE Place
Chairman of Hees 181 Bay Street
International Bancorp Toronto, Ontario
Inc. M5J 2T3
THE EDPER GROUP LIMITED
-----------------------
Principal Business
Position with Address (or Residence
Corporation; Principal Address if no Business
Name; Citizenship Occupation, if Different Address Available)
----------------- ------------------------ ------------------
Gordon E. Arnell Director of The Edper P.O. Box 770
Canadian Group Limited; Chairman Suite 4440, BCE Place
and Chief Executive 181 Bay Street
Officer of Brookfield Toronto, Ontario
Properties Corporation M5J 2T3
Peter F. Bronfman Director and Senior P.O. Box 770
Canadian Chairman of The Edper Suite 4440, BCE Place
Group Limited; Chairman, 181 Bay Street
Partners Limited Toronto, Ontario
M5J 2T3
Jack L. Cockwell Director and Co-Chief P.O. Box 762
Canadian Executive Officer of The Suite 4440, BCE Place
Edper Group Limited; 181 Bay Street
President and Chief Toronto, Ontario
Executive Officer, M5J 2T3
Brascan Limited
Sy Eber Director of The Edper Eber & Associates Inc.
Canadian Group Limited; 2 Bloor Street West
President, Eber & Suite 700
Associates Toronto, Ontario
M4W 3R1
J. Trevor Eyton Director and Chairman of P.O. Box 762
Canadian The Edper Group Limited; Suite 4440, BCE Place
Chairman, Brascan 181 Bay Street
Limited Toronto, Ontario
M5J 2T3
Robert J. Harding Director of The Edper P.O. Box 770
Canadian Group Limited; President Suite 4440, BCE Place
and Chief Executive 181 Bay Street
Officer, Hees Toronto, Ontario
International Bancorp M5J 2T3
Inc.
John M. Judson Director of The Edper 9 Country Club Drive
Canadian Group Limited; Corporate Etobicoke, Ontario
Director M9A 3J3
David W. Kerr Director and Co-Chief P.O. Box 755
Canadian Executive Officer of The Suite 4100, BCE Place
Edper Group Limited; 181 Bay Street
Chairman and Chief Toronto, Ontario
Executive Officer, M5J 2T3
Noranda Inc.
Arthur G. MacKenzie Director of The Edper Arthur McKenzie
American Group Limited; Productions, Inc.
President, Arthur 22 Arrowhead Road
MacKenzie Productions, Weston, Kansas 02193
Inc.
George E. Myhal Director of The Edper P.O. Box 762
Canadian Group Limited; Suite 4400, BCE Place
President and Chief 181 Bay Street
Executive Officer, Toronto, Ontario
Trilon Financial M5J 2T3
Corporation
Michael F.B. Nesbitt Director of The Edper Montrose Investment
Canadian Group Limited; President Co. Ltd.
and Chief Executive Suite 1110
Officer, Montrose 200 Graham Avenue
Investment Co. Ltd. Winnipeg, Manitoba
R3C 4L5
Michael R. Smith Director of The Edper Smith & Zolchelyi
Canadian Group Limited; Partner, 60 Bloor Street West
Smith & Zoldhelyi Suite 301
Toronto, Ontario
N4S 3B8
Timothy R. Price Director and President P.O. Box 762
Canadian of The Edper Group Suite 4400, BCE Place
Limited; Chairman, Hees 181 Bay Street
International Bancorp Toronto, Ontario
Inc. M5J 2T3
Brian D. Lawson Vice-President and P.O. Box 762
Canadian Secretary of The Edper Suite 4400, BCE Place
Group Limited; Managing 181 Bay Street
Partner, Merchant Toronto, Ontario
Banking of Hees M5J 2T3
International Bancorp
Inc.
HEES INTERNATIONAL BANCORP INC.
-------------------------------
Principal Business
Position with Address (or Residence
Corporation; Principal Address if no Business
Name; Citizenship Occupation, if Different Address Available)
----------------- ------------------------ ------------------
James C. Bacon Director of Hees 26 Edge Hill Road
Canadian International Bancorp Etobicoke, Ontario
Inc., Business K9A 4N4
Consultant
Peter F. Bronfman Director of Hees P.O. Box 770
Canadian International Bancorp Suite 4440, BCE Place
Inc.; Senior Chairman 181 Bay Street
of the Edper Group Toronto, Ontario
Limited M5J 2T3
Maurice J. Closs Director of Hees 136 Marine Dr. East
Canadian International Bancorp St. Clair Beach,
Inc.; Corporate Director Ontario
N8N 3Z4
Jack L. Cockwell Director of Hees P.O. Box 762
Canadian International Bancorp Suite 4400, BCE Place
Inc.; President and 181 Bay Street
Chief Executive Officer, Toronto, Ontario
Brascan Limited M5J 2T3
A. Gordon Craig Director of Hees NetStar Communications
Canadian International Bancorp Inc.
Inc.; Chairman and Chief 2225 Sheppard Avenue
Executive Officer, East,
NetStar Communications Suite 100
Willowdale, Ontario
M2J 2T3
J. Trevor Eyton Director of Hees P.O. Box 762
Canadian International Bancorp Suite 4400, BCE Place
Inc.; Chairman of Brascan 181 Bay Street
Limited Toronto, Ontario
M5J 2T3
Roger D. Garon Director of Hees Vetoquinol W.A. Inc.
Canadian International Bancorp c/o 120 rue Ferland
Inc.; President, Multi- Apt. # 11-
Vet Ltd. Verdun, Quebec
H3E 1L1
Robert J. Harding Director, President and P.O. Box 770
Canadian Chief Executive Officer Suite 4440, BCE Place
of Hees International 181 Bay Street
Bancorp Inc. Toronto, Ontario
M5J 2T3
David W. Kerr Director of Hees P.O. Box 755
Canadian International Bancorp Suite 4100, BCE Place
Inc.; Chairman and Chief 181 Bay Street
Executive Officer of Toronto, Ontario
Noranda Inc. M5J 2T3
Allen T. Lambert Director of Hees Suite 3300
Canadian International Bancorp P.O. Box 1
Inc.; Group Chairman, Toronto-Dominion Bank
Financial Services Tower
Toronto-Dominion
Centre
Toronto, Ontario
N5J 2T3
Philip B. Lind Director of Hees Rogers Communications
Canadian International Bancorp Inc.
Inc.; Vice-Chairman, Scotia Plaza
Rogers Communications 40 King Street West
Inc. Suite 6400
Toronto, Ontario
M5N 3Y2
Michael F. B. Director of Hees Montrose Investment
Nesbitt International Bancorp Co. Ltd.
Canadian Inc.; President and #1110, 200 Graham
Chief Executive Officer, Avenue
Montrose Investment Co. Winnipeg, Manitoba
Ltd. R3C 4L5
Timothy R. Price Director and Chairman of P.O. Box 762
Canadian Hees International Suite 4400, BCE Place
Bancorp Inc. 181 Bay Street
Toronto, Ontario
M5J 2T3
Peter F. Turner Director of Hees Office of the Warden
Canadian International Bancorp Hart House
Inc.; Warden, Hart University of Toronto
House, University of 7 Hart House Circle
Toronto Toronto, Ontario
M5S 1A1
J. Bruce Flatt Managing Partner and P.O. Box 762
Canadian Executive Vice-President Suite 4400, BCE Place
of Hees International 181 Bay Street
Bancorp Inc. Toronto, Ontario
M5J 2T3
Timothy W. Casgrain Managing Partner, P.O. Box 770
Canadian Operations of Hees Suite 4400, BCE Place
International Bancorp 181 Bay Street
Inc. Toronto, Ontario
M5J 2T3
Brian D. Lawson Managing Partner, P.O. Box 770
Canadian Merchant Banking of Hees Suite 4400, BCE Place
International Bancorp 181 Bay Street
Inc. Toronto, Ontario
M5J 2T3
Edwin B. Nordholm Managing Partner and P.O. Box 770
Canadian General Counsel of Hees Suite 4400, BCE Place
International Bancorp 181 Bay Street
Inc. Toronto, Ontario
M5J 2T3
John C. Tremayne Managing Partner and P.O. Box 770
Canadian Chief Financial Officer Suite 4400, BCE Place
of Hees International 181 Bay Street
Bancorp Inc. Toronto, Ontario
M5J 2T3
Manfred J. Walt Managing Partner, P.O. Box 770
Canadian Financial Services of Suite 4400, BCE Place
Hees International 181 Bay Street
Bancorp Inc. Toronto, Ontario
M5J 2T3
Anne Arone Vice President and P.O. Box 770
Corporate Secretary of Suite 4400, BCE Place
Hees International 181 Bay Street
Bancorp Inc. Toronto, Ontario
M5J 2T3
Donald R. Craw Vice-President, P.O. Box 770
Canadian Equipment Leasing of Suite 4400, BCE Place
Hees International 181 Bay Street
Bancorp Inc. Toronto, Ontario
M5J 2T3
Steven J. Douglas Vice-President and P.O. Box 770
Canadian Controller of Hees Suite 4400, BCE Place
International Bancorp 181 Bay Street
Inc. Toronto, Ontario
M5J 2T3
Stacy Yew Associate Treasurer of P.O. Box 770
Canadian Hees International Suite 4400, BCE Place
Bancorp Inc. 181 Bay Street
Toronto, Ontario
M5J 2T3
BRASCAN LIMITED
---------------
Principal Business
Position with Address (or Residence
Corporation; Principal Address if no Business
Name; Citizenship Occupation, if Different Address Available)
----------------- ------------------------ ------------------
Roberto P. Cezar de Director of Brascan Brascan Brazil Inc.
Andrade Limited; Group Chairman, Rua Lauro Muller,
Brazilian Brazilian Operations; 116 - 29(degree) andar
Chairman and Chief CEP. 22299.900,
Executive Officer of Botafogo
Brascan Brazil Rio de Janeiro, Brazil
Conrad M. Black Director of Brascan Argus Corporation
Canadian Limited; Limited
Chairman and Chief 10 Toronto Street
Executive Officer of Toronto, Ontario
Hollinger Inc. and Argus M5C 2B7
Corporation Limited;
Chairman, The Telegraph
plc; Chairman, Executive
Committee, John Fairfax
Holdings Limited
Peter F. Bronfman Director of Brascan P.O. Box 770
Canadian Limited; Senior Chairman Suite 4440, BCE Place
and Director of The 181 Bay Street
Edper Group Limited Toronto, Ontario
M5J 2T3
Jack L. Cockwell Director, President and P.O. Box 762
Canadian Chief Executive Officer Suite 4400, BCE Place
of Brascan Limited 181 Bay Street
Toronto, Ontario
M5J 2T3
Robert A. Dunford Director of Brascan P.O. Box 762
Canadian Limited; Group Chairman, Suite 4400, BCE Place
Power Generation 181 Bay Street
Toronto, Ontario
M5J 2T3
J. Trevor Eyton Director and Chairman of P.O. Box 762
Canadian Brascan Limited Suite 4400, BCE Place
181 Bay Street
Toronto, Ontario
M5J 2T3
Rhys T. Eyton Director of Brascan 9700 Glenelg Avenue,
Canadian Limited; Corporate R.R. #2
Director Sidney, British
Columbia
V8L 5H4
Julia E. Foster Director of Brascan 21 St. Clair Avenue
Canadian Limited; President of East,
Olympic Trust of Canada Suite 900
Toronto, Ontario
M4T 1L9
Edwin A. Goodman Director of Brascan Goodman Phillips &
Canadian Limited; Partner of Vineberg
Goodman Phillips & Barristers &
Vineberg (law firm) Solicitors
Suite 2400, Box
250 Yonge Street
Toronto, Ontario
M5B 2M6
Lewis B. Harder Director of Brascan Suite 505
American Limited; Chairman of the 220 East 42nd Street
Board of International New York, NY
Mining Corporation 10017 U.S.A.
Patrick J. Keenan Director of Brascan Keewhit Investments
Canadian Limited; Chairman and Limited
Chief Executive Officer 120 Adelaide Street
of Keewhit Investments West, Suite 1850
Limited Toronto, Ontario
M5H 1T1
V. Maureen Kempston Director of Brascan General Motors of
Darkes Limited; Vice-President Canada Limited
Canadian of General Motors 1908 Colonel Sam Drive
Corporation and Oshawa, Ontario
President and General L1H 8P7
Manager of General
Motors of Canada Limited
David W. Kerr Director of Brascan P.O. Box 755
Canadian Limited; Chairman and Suite 4100, BCE Place
Chief Executive Officer 181 Bay Street
of Noranda Inc. Toronto, Ontario
M5J 2T3
Neville W. Kirchmann Director of Brascan 70 Rosehill Avenue
Canadian Limited; Corporate Apartment 105
Director Toronto, Ontario
M4T 2W7
Allen T. Lambert Director of Brascan P.O. Box 762
Canadian Limited; Group Chairman, Suite 4400, BCE Place,
Financial Services 181 Bay Street,
Toronto, Ontario, M5J
2T3
Paul M. Marshall Director and Vice- P.O. Box 762
Canadian Chairman of Brascan Suite 4400, BCE Place
Limited; Group Chairman, 181 Bay Street
Natural Resources; Toronto, Ontario
Chairman and President M5J 2T3
of Brascade Resources
Inc.
Harold P. Milavsky Director of Brascan Quantico Capital Corp.
Canadian Limited; Chairman, 1920 Bankers Hall
Quantico Capital Corp. 855 - 2nd Street S.W.
Calgary, Alberta
T2P 4J7
Alfred Powis Director of Brascan P.O. Box 762
Canadian Limited; Corporate Suite 4400, BCE Place
Director 181 Bay Street
Toronto, Ontario
M5J 2T3
John A. Scrymgeour Director of Brascan Interior Holdings
Canadian Limited; Corporate (Bermuda) Ltd.
Director P.O. Box HM 1558
Vallis Building, 3rd
Floor
Hamilton HM FX
Bermuda
George S. Taylor Director of Brascan 120 Adelaide Street
Canadian Limited; Corporate West
Director Suite 1850
Toronto, Ontario
M5H 1T1
Edward C. Kress Executive Vice-President P.O. Box 762
Canadian of Brascan Limited Suite 4400, BCE Place,
181 Bay Street,
Toronto, Ontario, M5J
2T3
Aaron W. Regent Senior Vice-President P.O. Box 762
Canadian and Chief Financial Suite 4400, BCE Place,
Officer of Brascan 181 Bay Street,
Limited Toronto, Ontario, M5J
2T3
Anne Arone Vice-President and P.O. Box 762
Canadian Secretary of Brascan Suite 4400, BCE Place,
Limited 181 Bay Street,
Toronto, Ontario, M5J
2T3
Gillian M. Churchill Vice-President, P.O. Box 762
Canadian Administration of Suite 4400, BCE Place,
Brascan Limited 181 Bay Street,
Toronto, Ontario, M5J
2T3
Alan V. Dean Vice-President, P.O. Box 762
Canadian Corporate Development of Suite 4400, BCE Place,
Brascan Limited 181 Bay Street,
Toronto, Ontario, M5J
2T3
Trevor K. Kerr Vice-President, P.O. Box 762
Canadian Treasurer of Brascan Suite 4400, BCE Place,
Limited 181 Bay Street,
Toronto, Ontario, M5J
2T3
Blake D. Lyon Vice-President, P.O. Box 762
Canadian Controller of Brascan Suite 4400, BCE Place,
Limited 181 Bay Street,
Toronto, Ontario, M5J
2T3
Rose Mary Rosada Associate Treasurer of P.O. Box 762
Canadian Brascan Limited Suite 4400, BCE Place,
181 Bay Street,
Toronto, Ontario, M5J
2T3
NORANDA INC.
------------
Principal Business
Position with Address (or Residence
Corporation; Principal Address if no Business
Name; Citizenship Occupation, if Different Address Available)
----------------- ------------------------ ------------------
Alex G. Balogh Director and Deputy P.O. Box 755
Canadian Chairman of Noranda Inc. Suite 4100, BCE Place
181 Bay Street
Toronto, Ontario
M5J 2T3
Andre Berard Director of Noranda 600 rue de La
Canadian Inc.; Chairman of the Gauchetiere Ouest
Board and Chief 4th Floor
Executive Officer of Montreal, Quebec
National Bank of Canada H3B 4L2
J.W. Bud Bird Director of Noranda Suite 203, Park Office
Canadian Inc.; Centre
President of Bird 440 Wilsey Road
Holdings Ltd. Fredericton, New
Brunswick
E3B 7G5
Peter F. Bronfman Director of Noranda P.O. Box 770
Canadian Inc.; Senior Chairman Suite 4440, BCE Place
and Director of The 181 Bay Street
Edper Group Limited Toronto, Ontario
M5J 2T3
Jack L. Cockwell Director of Noranda P.O. Box 762
Canadian Inc.; President and Suite 4400, BCE Place
Chief Executive Officer 181 Bay Street
of Brascan Limited Toronto, Ontario
M5J 2T3
Rene Dufour Director of Noranda Dept. of Mineral
Canadian Inc.; Professor and Engineering
Assistant to the 2900 Edouard-Montpetit
President, Mineral P.O. Box 6079
Engineering Department, Station Centre Ville
Ecole Polytechnique Montreal, Quebec
H3C 3A7
J. Trevor Eyton Director of Noranda P.O. Box 762
Canadian Inc.; Chairman of Suite 4400, BCE Place
Brascan Limited 181 Bay Street
Toronto, Ontario
M5J 2T3
Robert J. Harding Director of Noranda P.O. Box 770
Canadian Inc.; President and Suite 4440, BCE Place
Chief Executive Officer 181 Bay Street
of Hees International Toronto, Ontario
Bancorp Inc. (merchant M5J 2T3
banking)
David W. Kerr Director of Noranda P.O. Box 755
Canadian Inc.; Chairman and Chief Suite 4100, BCE Place
Executive Officer of 181 Bay Street
Noranda Inc. Toronto, Ontario
M5J 2T3
E. Peter Lougheed Director of Noranda 4500 Bankers Hall East
Canadian Inc.; Partner, Bennett 855- 2nd Street S.W.
Jones Verchere (law Calgary, Alberta
firm) T2K 4K7
James W. McCutcheon Director of Noranda P.O. Box 48, Suite
Canadian Inc.; Counsel, McCarthy 4700
Tetrault (law firm) Toronto-Dominion Bank
Tower
Toronto, Ontario
M5K 1E6
W. Darcy McKeough Director of Noranda 30 Dover Street
Canadian Inc.; Chatham, Ontario
Chairman of McKeough N7L 1S6
Investments Ltd. (rental
properties)
Ronald W. Osborne Director of Noranda Suite 3700
Canadian Inc.; President, 1000 rue de La
BCE Inc. Gauchetiere Ouest
Montreal, Quebec
H3B 4Y7
Alfred Powis Director of Noranda P.O. Box 755
Canadian Inc.; Suite 4100, BCE Place
Corporate Director 181 Bay Street
Toronto, Ontario
M5J 2T3
E. Courtney Pratt Director and President P.O. Box 755
Canadian of Noranda Inc. Suite 4100, BCE Place
181 Bay Street
Toronto, Ontario
M5J 2T3
Barbara J. Rae Director of Noranda 3-2206 Folkstone Way
Canadian Inc.; Corporate Director West Vancouver
British Columbia
V7S 2X7
David L. Bumstead Executive Vice-President P.O. Box 755
Canadian of Noranda Inc. Suite 4100, BCE Place
181 Bay Street
Toronto, Ontario
M5J 2T3
Alan R. Thomas Chief Financial Officer P.O. Box 755
Canadian of Noranda Inc. Suite 4100, BCE Place
181 Bay Street
Toronto, Ontario
M5J 2T3
Rick J. Anderson Senior Vice-President, P.O. Box 755
Canadian Finance of Noranda Inc. Suite 4100, BCE Place
181 Bay Street
Toronto, Ontario
M5J 2T3
Frank Frantisak Senior Vice-President, P.O. Box 755
Canadian Environmental Services Suite 4100, BCE Place
of Noranda Inc. 181 Bay Street
Toronto, Ontario
M5J 2T3
David Goldman Senior Vice-President of 1 Adelaide Street East
Canadian Noranda Inc.; President Suite 2700
and Chief Executive Toronto, Ontario
Officer of Noranda M5C 2Z6
Metallurgy Inc.
Irwin J. Itzkovitch Senior Vice-President, Noranda Technology
Canadian Technology & Director of Centre
Noranda Technology 240 Hymus Boulevard
Centre of Noranda Inc. Pointe Claire, Quebec
H9R 1G5
Michael J. Knuckey Senior Vice-President of 1 Adelaide Street East
Canadian Noranda Inc.; President Suite 2700
and Chief Executive Toronto, Ontario
Officer of Noranda M5C 2Z6
Mining and Exploration
Inc.
Michael R. Frilegh Vice-President, P.O. Box 755
Canadian Treasurer of Noranda Suite 4100, BCE Place
Inc. 181 Bay Street
Toronto, Ontario
M5J 2T3
Greg R.E. Georgeff Vice-President, P.O. Box 755
Canadian Information Services of Suite 4100, BCE Place
Noranda Inc. 181 Bay Street
Toronto, Ontario
M5J 2T3
David C. Hambley Vice-President, Human P.O. Box 755
Canadian Resources of Noranda Suite 4100, BCE Place
Inc. 181 Bay Street
Toronto, Ontario
M5J 2T3
Michael Lefebvre Vice-President, Quebec Place Montreal Trust
Canadian of Noranda Inc. 1800 avenue McGill
College
Suite 2400
Montreal, Quebec
H3A 3J6
George M. Penna Vice-President, Taxation P.O. Box 755
Canadian of Noranda Inc. Suite 4100, BCE Place
181 Bay Street
Toronto, Ontario
M5J 2T3
Tom E. Phelps Vice-President, P.O. Box 755
Canadian Investments and Suite 4100, BCE Place
Strategic Planning of 181 Bay Street
Noranda Inc. Toronto, Ontario
M5J 2T3
Helen Reeves Vice-President, P.O. Box 755
Canadian Communications Suite 4100, BCE Place
of Noranda Inc. 181 Bay Street
Toronto, Ontario
M5J 2T3
Kevin N. Thompson Vice-President, P.O. Box 755
Canadian Secretary and General Suite 4100, BCE Place
Counsel of Noranda Inc. 181 Bay Street
Toronto, Ontario
M5J 2T3
Edward O. Villeneuve Vice-President, P.O. Box 755
Canadian Environmental Projects, Suite 4100, BCE Place
Audits and Industrial 181 Bay Street
Hygiene of Noranda Inc. Toronto, Ontario
M5J 2T3
Steven Astritis Assistant Secretary of P.O. Box 755
Canadian Noranda Inc. Suite 4100, BCE Place
181 Bay Street
Toronto, Ontario
M5J 2T3
William M. O'Henly Assistant Secretary of P.O. Box 755
Canadian Noranda Inc. Suite 4100, BCE Place
181 Bay Street
Toronto, Ontario
M5J 2T3
Lance S. Tigert Assistant Treasurer of 1 Adelaide Street East
Canadian Noranda Inc.; Vice- Suite 2700
President, Finance of Toronto, Ontario
Noranda Mining and M5C 2Z6
Exploration Inc.
BRENDA MINES LTD.
-----------------
Principal Business
Position with Address (or Residence
Corporation; Principal Address if no Business
Name; Citizenship Occupation, if Different Address Available)
----------------- ------------------------ ------------------
David L. Bumstead Director and President P.O. Box 755
Canadian of Brenda Mines Ltd.; Suite 4100, BCE Place
Executive Vice-President 181 Bay Street
of Noranda Inc. Toronto, Ontario
M5J 2T3
Mitchell H. Gropper Director of Kerr Addison P.O. Box 10424
Canadian Mines Limited; Partner, Pacific Centre
McCarthy Tetrault Suite 1300
(law firm) 777 Dunsmuir Street
Vancouver, B.C.
V7Y 1K2
Michael J. Knuckey Director of Brenda Mines 1 Adelaide Street East
Canadian Ltd.; President and Suite 2700
Chief Executive Officer Toronto, Ontario
of Noranda Mining and M5C 2Z6
Exploration Inc.
Rick J. Anderson Treasurer of Brenda P.O. Box 755
Canadian Mines Ltd.; Senior Vice- Suite 4100, BCE Place
President, Finance of 181 Bay Street
Noranda Inc. Toronto, Ontario
M5J 2T3
Michael R. Frilegh Assistant Treasurer of P.O. Box 755
Canadian Brenda Mines Ltd.; Vice- Suite 4100, BCE Place
President, Treasurer of 181 Bay Street
Noranda Inc. Toronto, Ontario
M5J 2T3
Daniel E. Hamilton Controller of Brenda P.O. Box 755
Canadian Mines Ltd.; Group Suite 4100, BCE Place
Controller, Corporate of 181 Bay Street
Noranda Inc. Toronto, Ontario
M5J 2T3
John B. Sage Secretary of Brenda 1 Adelaide Street East
Canadian Mines Ltd.; Corporate Suite 2700
Secretary of Noranda Toronto, Ontario
Metallurgy Inc.; M5C 2Z6
Corporate Secretary of
Noranda Mining and
Exploration Inc.
KERR ADDISON MINES LIMITED
--------------------------
Principal Business
Position with Address (or Residence
Corporation; Principal Address if no Business
Name; Citizenship Occupation, if Different Address Available)
----------------- ------------------------ ------------------
Alex G. Balogh Director of Kerr Addison P.O. Box 755
Canadian Mines Limited; Deputy Suite 4100, BCE Place
Chairman of Noranda Inc. 181 Bay Street
Toronto, Ontario
M5J 2T3
David L. Bumstead Director and Chairman of P.O. Box 755
Canadian Kerr Addison Mines Suite 4100, BCE Place
Limited; Executive Vice- 181 Bay Street
President of Noranda Toronto, Ontario
Inc. M5J 2T3
Mitchell H. Gropper Director of Kerr Addison P.O. Box 10424
Canadian Mines Limited Partner, Pacific Centre
McCarthy Tetrault Suite 1300
(law firm) 777 Dunsmuir Street
Vancouver, B.C.
V7Y 1K2
Jeffrey A. Snow Director, President and 1 Adelaide Street East
Canadian Chief Executive Officer Suite 2700
of Kerr Addison Mines Toronto, Ontario
Limited; Vice-President M5C 2Z6
and General Counsel of
Noranda Metallurgy Inc.;
Vice-President and
General Counsel of
Noranda Mining and
Exploration Inc.
Daniel E. Hamilton Controller of Kerr P.O. Box 755
Canadian Addison Mines Limited; Suite 4100, BCE Place
Group Controller, 181 Bay Street
Corporate of Noranda Toronto, Ontario
Inc. M5J 2T3
John B. Sage Secretary of Kerr 1 Adelaide Street East
Canadian Addison Mines Limited; Suite 2700
Corporate Secretary of Toronto, Ontario
Noranda Metallurgy Inc.; M5C 2Z6
Corporate Secretary of
Noranda Mining and
Exploration Inc.
SCHEDULE 2
----------
Joint Filing Statement
----------------------
In accordance with Rule 13d-1(f) of Regulation 13D of the
Securities Exchange Act of 1934, as amended, the persons or
entities below agree to the joint filing on behalf of each of
them of this Statement on Schedule 13D (including any and all
amendments thereto) with respect to the Common Stock of Battle
Mountain Gold Company and further agree that this Joint Filing
Agreement be included as an Exhibit to such joint filing. In
evidence thereof the undersigned, being duly authorized, hereby
execute this Agreement this 29th day of July, 1996.
NORANDA INC.
By: /s/George M. Penna
------------------------------
Name: George M. Penna
Title: Vice-President, Taxation
PARTNERS LIMITED
By: /s/Brian D. Lawson
----------------------------
Name: Brian D. Lawson
Title: Secretary-Treasurer
THE EDPER GROUP LIMITED
By: /s/Brian D. Lawson
-----------------------------
Name: Brian D. Lawson
Title: Vice President and
Secretary
HEES INTERNATIONAL BANCORP INC.
By: /s/Anne Arone
-----------------------------
Name: Anne Arone
Title: Vice President and
Corporate Secretary
BRASCAN LIMITED
By: /s/Anne Arone
-----------------------------
Name: Anne Arone
Title: Vice President and
Secretary
BRENDA MINES LTD.
By: /s/David L. Bumstead
-----------------------------
Name: David L. Bumstead
Title: President
KERR ADDISON MINES LIMITED
By: /s/David L. Bumstead
-----------------------------
Name: David L. Bumstead
Title: Chairman
Dates Referenced Herein and Documents Incorporated by Reference
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