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
- ---------------------------------------------------------------------
(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
- ---------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 19, 1996
- ---------------------------------------------------------------------
(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:
<TABLE>
<CAPTION>
Propor-
tionate % of
Reporting Person Interest No. of shares BMG shares
---------------- --------- ------------- -----------
<S> <C> <C> <C>
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%
</TABLE>
(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
EXHIBIT 1
---------
Corporate Organizational Chart
Partners Limited
The Edper Group Limited
Hees International Bancorp Inc.
Brascan Holdings Inc.
Brascan Limited
Noranda Equities Inc.
Brascade Holdings Inc.
Brascade Resources Inc.
Noranda Inc.
Brenda Mines Ltd.
Kerr Addison Mines Limited
Battle Mountain Canada Ltd./
Battle Mountain Gold Company
EXHIBIT 2
---------
Registration Rights Agreement
-----------------------------
REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated
as of July 19, 1996, between Noranda Inc., an Ontario Corporation
("Noranda"), Kerr Addison Mines Limited, an Ontario corporation
and a wholly owned subsidiary of Noranda ("Kerr Addison"), and
Battle Mountain Gold Company, a Nevada corporation (the
"Company").
Pursuant to the Combination Agreement dated as of
March 11, 1996 by and between the Company and Hemlo Gold Mines
Inc., an Ontario corporation ("Hemlo"), as amended and restated
(the "Combination Agreement") and the Arrangement referred to
therein (the "Arrangement"), the shareholders of Hemlo will
acquire Exchangeable Shares of Hemlo (the "Exchangeable Shares")
which are exchangeable for shares of Common Stock, par value $.10
per share, of the Company ("Common Stock") and Hemlo will be
renamed Battle Mountain Canada Ltd. ("Battle Mountain Canada").
Section 4.18 of the Combination Agreement provides,
that to the extent that Noranda desires to sell any Exchangeable
Shares it acquires pursuant to the Arrangement or shares of
Common Stock issued pursuant to the retraction and exchange
rights and other provisions in respect of such Exchangeable
Shares (including any securities issuable as a stock dividend or
other distribution on, or in subdivision, combination or
reclassification of, the foregoing and any other securities into
which such shares may be changed or for which such securities may
be exchanged) (collectively, the "Noranda Securities") following
the first publication of financial statements that include the
combined financial results of the Company and Battle Mountain
Canada for a period of at least 30 days (the "Commencement
Date"), the Company will provide Noranda with certain
registration rights under United States law and prospectus rights
under Canadian law with respect to the Noranda Securities.
Noranda has transferred its interest in Common Shares
of Hemlo to Kerr Addison and the Company is willing to extend
such registration and prospectus rights to Kerr Addison as
provided herein. As hereinafter used, the term "Noranda" refers
to Kerr Addison, and the term "Noranda Securities" shall refer to
such securities when owned or held by Kerr Addison.
The parties wish to set out with greater particularity
the provisions governing such registration rights.
Accordingly, in consideration of the premises and of
the mutual covenants hereinafter set forth, the parties agree as
follows:
1. Registration Rights.
-------------------
(a) DEMAND REGISTRATION. Subject to
Section 1(d), if Noranda shall, at any time or from time to
time after the Commencement Date and prior to the
Termination Date (as defined in Section 8), provide the
Company with a written request for the registration under
the Securities Act of 1933, as amended (the "Act"), of all
or part of the Noranda Securities, the Company shall (or, as
applicable, shall cause Battle Mountain Canada to) as
expeditiously as reasonably possible (but in any event not
later than 60 days after receipt of a request to file a
demand registration) prepare and file, and use its best
efforts to cause to become effective as soon as practicable,
a registration statement under the Act to effect the
offering of the Noranda Securities specified in such request
in (x) an underwritten public offering or (y) a "shelf"
offering for sale from time to time, provided that the
amount of Noranda Securities for which registration is
requested in connection with any such "shelf" offering shall
not, without the written approval of the Company, exceed
U.S. $50,000,000 in market value (valued at the time of the
request) and that, notwithstanding Section 2(h) hereof, the
period during which the Company shall be required to keep
effective and maintain any registration, qualification or
approval obtained in connection with any such "shelf"
offering, and amend or supplement the registration statement
or prospectus or other offering document used in connection
therewith to the extent necessary in order to comply with
applicable securities law shall be limited to a period of 60
days from the date such registration statement or other
offering document becomes effective. Notwithstanding the
foregoing, the Company shall be entitled to defer for a
reasonable period of time, but not in excess of 120 days,
(or in the case of a postponement pursuant to clause (i)(C)
of this sentence, as soon as practicable after public
disclosure of the information that was the basis for such
postponement), the filing by it or Battle Mountain Canada of
any registration statement otherwise required to be prepared
and filed by it or Battle Mountain Canada under this
Section 1(a) if (i) (A) the Company or Battle Mountain
Canada is at such time conducting or about to conduct an
underwritten public offering of its securities for its own
account and the Board of Directors of the Company determines
in good faith that such offering by the Company or Battle
Mountain Canada would be materially adversely affected by
such registration requested by Noranda, (B) the Company or
Battle Mountain Canada is pursuing an acquisition, merger,
reorganization, disposition or other similar transaction and
the Board of Directors of the Company determines in good
faith that the ability to pursue or consummate such a
transaction would be materially adversely affected by such
registration requested by Noranda, or (C) the Company is in
possession of material non-public information concerning it
or its business and affairs (or corresponding information
concerning Battle Mountain Canada) and the Board of
Directors of the Company determines in good faith that the
prompt public disclosure of such information in a
registration statement would have a material adverse effect
on the Company; and (ii) the Company so notifies Noranda
within five business days after Noranda so requests. If any
such offering is to be underwritten, Noranda shall be
entitled to select the manager or managers and other
underwriters for such underwritten offering, subject to the
approval of the Company, which approval shall not be
unreasonably withheld.
(b) PIGGYBACK REGISTRATION. If at any time or
from time to time after the Commencement Date and prior to
the Termination Date, the Company or Battle Mountain Canada
shall propose to register any Common Stock or Exchangeable
Shares for public sale under the Act, then the Company shall
give Noranda prompt notice of the proposed registration and
shall include in such registration on the same terms and
conditions as the other securities included in such
registration such number of Noranda Securities of the same
class or classes proposed to be registered as Noranda shall
request within 5 business days after the giving of such
notice; provided, however, that the Company or Battle
Mountain Canada may at any time prior to the effectiveness
of any such registration statement, in its sole discretion
and without the consent of Noranda, abandon the proposed
offering in which Noranda had requested to participate.
Notwithstanding the foregoing, (i) the Company or Battle
Mountain Canada shall not be obligated to include such
Noranda Securities in such offering to the extent the
managing underwriter or underwriters of such offering advise
the Company or Battle Mountain Canada that the inclusion
thereof would materially and adversely affect the successful
marketing of the offering or would materially and adversely
affect the trading market for the Common Stock or the
Exchangeable Shares, in which case the priority provisions
of Section 1(c) shall apply, and (ii) neither the Company
nor Battle Mountain Canada shall be obligated to effect any
registration of such Noranda Securities incidental to the
registration by the Company or Battle Mountain Canada of any
of its securities in connection with mergers, acquisitions,
exchange offers, subscription offers, dividend reinvestment
plans or stock option or other director or employee benefit
plans. Noranda shall be entitled to withdraw any or all of
its Noranda Securities included in a registration subject to
this Section 1(b) at any time before its agreement to sell
such securities. As a condition to pursuing its rights
under this Section 1(b), Noranda agrees to enter into
customary agreements (including an underwriting agreement on
customary form) and take such other actions as are
reasonably required in order to expedite or facilitate the
sale of the Noranda Securities. If the registration by the
Company or Battle Mountain Canada referred to in the first
sentence of this Section 1(b) is a "shelf" registration, the
priority and proration provisions set forth in this Section
1(b) shall apply with respect to each discrete offering made
pursuant to such registration.
(c) LIMITATION ON OTHER SECURITIES TO BE
REGISTERED; PRIORITY. In case of any registration, offering
or sale contemplated by Section 1(a), the Company (or Battle
Mountain Canada, as applicable) may, without the consent of
Noranda, include in such registration, offering or sale any
securities of the same class as the Noranda Securities
proposed to be offered. If in connection with any
underwritten offering under Section 1(a) the managing
underwriter or underwriters of such offering advise the
Company or Battle Mountain Canada that the inclusion of all
securities (including Noranda Securities) proposed to be
offered would materially and adversely affect the successful
marketing of the offering or would materially and adversely
affect the trading market for the Common Stock or the
Exchangeable Shares, there shall be included in such
registration to the extent the managing underwriter or
underwriters advise the Company or Battle Mountain Canada
that such inclusion would not have a material adverse effect
(i) first, the securities proposed to be included by Noranda
and any security holder other than Noranda requesting such
registration, pro rata in accordance with the number of
securities requested to be included by Noranda and such
other holders, and (ii) second, securities proposed to be
included by the Company and/or Battle Mountain Canada for
its or their own account. In case of any registration,
offering or sale contemplated by Section 1(b), the Company
may include in such registration, offering or sale
securities other than those being offered by the Company and
Noranda; provided that, if the amount of Common Stock or
other securities to be sold by Noranda is to be reduced
pursuant to clause (i) of the second sentence of
Section 1(b), there shall be included in such registration
to the extent the managing underwriter or underwriters
advise the Company or Battle Mountain Canada such inclusion
would not result in such material adverse effect (1) if the
registration pursuant to Section 1(b) is initiated by the
Company or Battle Mountain Canada to register Common Stock
or Exchangeable Shares for the account of either of them,
(i) first, the securities proposed to be included by the
Company and/or Battle Mountain Canada to be sold for its or
their own account and (ii) second, the securities proposed
to be included by Noranda and any security holder other than
Noranda requesting such registration, pro rata in accordance
with the number of securities proposed to be included by
Noranda and such other holders, and (2) if the registration
pursuant to Section 1(b) is being effected pursuant to the
request of a security holder other than Noranda, (i) first,
the securities proposed to be included by Noranda and any
security holder other than Noranda requesting such
registration, pro rata in accordance with the number of
securities proposed to be included by Noranda and such other
holders, and (ii) second, the securities proposed to be
included by the Company and/or Battle Mountain Canada, as
applicable, to be sold for its or their own account.
(d) NUMBER OF DEMAND REGISTRATIONS; SEPARATION.
The Company shall be obligated to effect (or to cause Battle
Mountain Canada to effect) up to an aggregate of five
registrations pursuant to Section 1(a), provided that the
Company shall not be obligated to effect (or to cause Battle
Mountain Canada to effect) more than one such registration
during any period of twelve consecutive months and provided,
further, that a registration shall be deemed to have been
effected pursuant to Section 1(a) only to the extent that
such registration becomes effective or to the extent Noranda
withdraws or cancels its demand registration request.
(e) CANADIAN OFFERINGS. In lieu of or in
addition to any registration under the Act as provided in
Section 1(a) hereof, the Company or Battle Mountain Canada,
as applicable, shall, upon and in the manner and to the
extent requested in writing by Noranda, file a prospectus
with any Canadian securities regulatory authority or
otherwise qualify for distribution in any province of Canada
(a "Canadian Offering") shares of Common Stock or
Exchangeable Shares for which registration has been or could
have been requested under Section 1(a) hereof, in which case
such Canadian Offering shall count (together with the
concurrent registration under the Act, if any) as one
registration for purposes of Section 1(d). In the event
that a Noranda request pursuant to the preceding sentence
imposes an obligation on the Company to translate its
prospectus or any or all other documents filed in connection
therewith into the French language, the cost of such
translation (including the cost of printing translated
documents) shall be for the account of Noranda. If at any
time or from time to time after the Commencement Date and
prior to the Termination Date, the Company or Battle
Mountain Canada shall propose to qualify any Common Stock or
Exchangeable Shares for a Canadian Offering, then Noranda
shall be entitled, subject to applicable Canadian securities
law, to participate in such Canadian Offering to the same
extent and on the same terms and conditions as it would have
been entitled to participate in a registration pursuant to
Section 1(b) hereof. With respect to Noranda's
participation in any Canadian Offering pursuant to the
foregoing provisions of this Section 1(e), the provisions of
Section 1(a) and 1(b) hereof, as applicable, and the other
terms of this Agreement respectively applicable thereto
shall apply, mutatis mutandis, to such Canadian Offering
(for example, and without limitation, the same relative
priorities under Section 1(c), if applicable, shall apply to
the Canadian Offering as to the corresponding registration
in the United States and Noranda shall not participate to
any greater proportionate extent in the Canadian Offering
than its participation in the corresponding registration in
the United States).
2. COVENANTS OF THE COMPANY. In connection with any
offering of Noranda Securities pursuant to this Agreement,
the Company shall (or, as applicable, shall cause Battle
Mountain Canada to):
(a) furnish to Noranda and to each managing
underwriter, if any, a reasonable time in advance of their
filing with the Securities and Exchange Commission (the
"SEC") any registration statement, amendment or supplement
thereto, and any prospectus used in connection therewith,
which documents will be subject to the reasonable review of
Noranda and such underwriter; and furnish a copy of any and
all transmittal letters or other correspondence with the SEC
or any other governmental agency or self-regulatory body or
other body having jurisdiction (including any domestic or
foreign securities exchange) relating to such offering of
Noranda Securities;
(b) furnish to Noranda and each managing
underwriter, if any, such number of copies of such
registration statement, each amendment and supplement
thereto (in each case including all exhibits thereto and
documents incorporated by reference therein) and the
prospectus included in such registration statement
(including each preliminary prospectus and prospectus
supplement) as Noranda or such underwriter may reasonably
request in order to facilitate the sale of the Noranda
Securities;
(c) after the filing of the registration
statement promptly notify Noranda of any stop order issued
or, to the knowledge of the Company, threatened to be issued
by the SEC and promptly take all necessary actions required
to prevent the entry of such stop order or to remove it if
entered;
(d) use its best efforts to qualify such Noranda
Securities for offer and sale under the securities, "blue
sky" or similar laws of such jurisdictions (including any
foreign country or any political subdivision thereof) as
Noranda or any underwriter shall reasonably request and use
its best efforts to obtain all appropriate registrations,
permits and consents required in connection therewith,
except that neither the Company nor Battle Mountain Canada
shall for any such purpose be required to qualify generally
to do business as a foreign corporation in any jurisdiction
wherein it is not so qualified, or to subject itself to
taxation in any such jurisdiction, or to consent to general
service of process in any such jurisdiction;
(e) furnish to Noranda and to each managing
underwriter, if any, addressed to each of them, an opinion
of counsel for the Company, dated the date of the closing of
the offering of Noranda Securities, and a "cold comfort"
letter or letters signed by the Company's independent public
accountants, each in reasonable and customary form and
covering such matters of the type customarily covered by
opinions or comfort letters delivered to such parties;
(f) furnish unlegended certificates representing
ownership of the Noranda Securities being sold in such
denominations as shall be requested by Noranda or the lead
underwriter;
(g) promptly inform Noranda (i) in the case of
any offering of Noranda Securities in respect of which a
registration statement is filed under the Act, of the date
on which such registration statement or any post-effective
amendment thereto becomes effective and if applicable, of
the date of filing a Rule 430A prospectus and (ii) of any
request by the SEC, any securities exchange, government
agency, self-regulatory body or other body having
jurisdiction for any amendment of or supplement to any
registration statement or preliminary prospectus or
prospectus included therein or any offering memorandum or
other offering document relating to such offering;
(h) until the earlier of (i) such time as all of
the Noranda Securities being offered have been disposed of
in accordance with the intended method of disposition by
Noranda set forth in the registration statement or other
offering document (and the expiration of any prospectus
delivery requirements in connection therewith) or (ii) the
expiration of nine months after such registration statement
or other offering document becomes effective, keep effective
and maintain any registration, qualification or approval
obtained in connection with the offering of the Noranda
Securities, and amend or supplement the registration
statement or prospectus or other offering document used in
connection therewith to the extent necessary in order to
comply with applicable securities laws;
(i) as soon as reasonably practicable after the
effective date of any such registration statement, and in
any event, within 16 months thereafter, make generally
available to its shareholders an earnings statement (which
need not be audited) complying with Section 11(a) of the Act
and covering a period of at least twelve consecutive months
beginning after the effective date of any such registration
statement;
(j) use its best efforts to have such Noranda
Securities listed on any domestic and foreign securities
exchanges on which such securities are then listed;
(k) as promptly as practicable notify Noranda, at
any time when a prospectus relating to the sale of the
Noranda Securities is required by law to be delivered in
connection with sales, of the occurrence of an event
requiring the preparation of a supplement or amendment to
such prospectus so that, as thereafter delivered to the
purchasers of such Noranda Securities, such prospectus will
not contain an untrue statement of a material fact or omit
to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of
the circumstances under which they were made, not
misleading, and as promptly as practicable make available to
Noranda and to each managing underwriter, if any, any such
supplement or amendment; in the event the Company shall give
such notice, the Company shall extend the period during
which such registration statement shall be maintained
effective as provided in Section 2(h) hereof by the number
of days during the period from and including the date of the
giving of such notice to the date when the Company (or
Battle Mountain Canada, as applicable) shall make available
to Noranda such supplemented or amended prospectus;
(l) make available for inspection during the
normal business hours of the Company by Noranda, any
underwriter participating in such offering, and any attorney
or accountant retained by Noranda or such underwriter in
connection with the sale of the Noranda Securities, all
relevant financial and other records, pertinent corporate
documents and properties of the Company as shall be
reasonably necessary to enable them to conduct a reasonable
investigation for purposes of the Securities Act, and cause
the officers, directors and employees of the Company to
supply all information reasonably requested by Noranda or
any such underwriter, attorney or accountant in connection
with such registration statement; and
(m) enter into customary agreements (including an
underwriting agreement in customary form) and take such
other actions as are reasonably required in order to
expedite or facilitate the sale of the Noranda Securities.
3. CERTAIN NORANDA OBLIGATIONS. Noranda agrees that
upon receipt of any notice from the Company of the happening
of any event described in Section 2(j), it will forthwith
discontinue disposition of Noranda Securities until it
receives copies of the supplemented or amended prospectus
contemplated by Section 2(j) or until it is advised by the
Company that the use of the prospectus may be resumed.
4. EXPENSES. Except as provided in the next
sentence, Noranda shall pay a pro rata portion (on the basis
of the Noranda Securities then being registered on its
behalf in relation to all securities being registered) of
all expenses incurred by the Company in complying with
Sections 1(a) or 1(b) hereof, including, without limitation,
all registration and filing fees (including all expenses
incident to any filing with the National Association of
Securities Dealers, Inc. or listing on any domestic or
foreign securities exchange), fees and disbursements of
counsel for the Company and its independent public
accountants, fees and expenses of complying with securities
and blue sky laws and printing expenses (collectively,
"Registration Expenses"). To the extent permitted by law,
the Company shall, however, pay (or, as applicable, cause
Battle Mountain Canada to pay) all Registration Expenses
incurred in complying with the first registration effected
pursuant to Section 1(a). In all cases, Noranda shall pay
all underwriting discounts and commissions attributable to
the sale of the Noranda Securities and Noranda shall pay the
fees and expenses of its separate counsel. Notwithstanding
anything to the contrary herein, Noranda shall not be
obligated to pay any expenses incurred by the Company in
connection with a registration pursuant to Section 1(b) that
is abandoned by the Company or Battle Mountain Canada under
circumstances not involving any withdrawal therefrom by
Noranda.
5. Indemnification.
---------------
(a) INDEMNIFICATION BY THE COMPANY. The Company
agrees to indemnify and hold harmless Noranda, its officers,
directors and agents, each underwriter of Noranda
Securities, and each person, if any, who controls any of the
foregoing persons within the meaning of either Section 15 of
the Act or Section 20 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), from and against any
and all losses, claims, damages and liabilities arising from
or caused by (x) any untrue statement or alleged untrue
statement of a material fact contained in any registration
statement or prospectus relating to the Noranda Securities
(as amended or supplemented if the Company or Battle
Mountain Canada shall have furnished any amendments or
supplements thereto) or any preliminary prospectus, or
caused by any omission or alleged omission to state therein
a material fact required to be stated therein or necessary
to make the statements therein not misleading, and (y) any
violation or alleged violation by the Company or Battle
Mountain Canada of the Act, any blue sky laws, securities
laws or other applicable laws of any state or country in
which the Noranda Securities are offered and relating to
action or inaction required of the Company or Battle
Mountain Canada in connection with such offering; and will
reimburse each such person for any legal or other
out-of-pocket expenses reasonably incurred in connection
with investigating or defending any such loss, claim, damage
or liability (or any proceeding in respect thereof), subject
to the provisions of Section 5(c), except that the
indemnification agreement contained in this Section shall
not apply to such losses, claims, damages or liabilities
that are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon and in
conformity with information furnished in writing to the
Company or Battle Mountain Canada by or on behalf of Noranda
expressly for use therein.
(b) INDEMNIFICATION BY NORANDA. Noranda agrees
to indemnify and hold harmless the Company, Battle Mountain
Canada, their respective officers and directors, and each
person, if any, who controls the Company within the meaning
of either Section 15 of the Act or Section 20 of the
Exchange Act to the same extent as the indemnity made
pursuant to clause (x) of Section 5(a) above from the
Company to Noranda, but only with reference to information
furnished in writing by or on behalf of Noranda expressly
for use in any registration statement or prospectus relating
to the Noranda Securities, or any amendment or supplement
thereto, or any preliminary prospectus. In no event shall
the liability of Noranda hereunder be greater in amount than
the dollar amount of the proceeds received by Noranda upon
the sale of Noranda Securities giving rise to such
indemnification obligation.
(c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. In
case any proceeding (including any governmental
investigation) shall be instituted involving any person in
respect of which indemnity may be sought pursuant to
Section 5(a) or 5(b), such person (the "Indemnified Party")
shall promptly notify the person against whom such indemnity
may be sought (the "Indemnifying Party") in writing,
provided that the omission to so notify the Indemnifying
Party will not relieve the Indemnifying Party of any
liability it may have under this Agreement or otherwise
except to the extent of any loss, damage, liability or
expense arising from such omission. The Indemnifying Party,
upon the request of the Indemnified Party, shall retain
counsel reasonably satisfactory to such Indemnified Party to
represent such Indemnified Party and any others the
Indemnifying Party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related
to such proceeding. In any such proceeding, any Indemnified
Party shall have the right to retain its own counsel, but
the fees and expenses of such counsel shall be at the
expense of such Indemnified Party unless (i) the
Indemnifying Party and the Indemnified Party shall have
mutually agreed to the retention of such counsel, (ii) the
Indemnifying Party shall have failed to comply with its
obligations under the preceding sentence or (iii) in the
reasonable judgment of the Indemnified Party actual or
potential differing interests exist between the Indemnifying
Party and the Indemnified Party. The Indemnifying Party
shall not be liable for any settlement of any proceeding
effected without its written consent, which consent shall
not be unreasonably withheld. The Indemnifying Party shall
not agree to any settlement (i) which involves an admission
of any violation of law or (ii) as the result of which any
remedy or relief, other than monetary damages for which the
Indemnifying Party shall be fully responsible, shall be
applied to or against an Indemnified Party without, in
either case, the prior written consent of such Indemnified
Party.
(d) CONTRIBUTION. If the indemnification
provided for in this Section 5 from the Indemnifying Party
is unavailable to an Indemnified Party hereunder in respect
of any losses, claims, damages, liabilities or expenses
referred to therein, then the Indemnifying Party, in lieu of
indemnifying such Indemnified Party, shall contribute to the
amount paid or payable by such Indemnified Party as a result
of such losses, claims, damages, liabilities or expenses in
such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in
connection with the actions which resulted in such losses,
claims, damages, liabilities or expenses, as well as any
other relevant equitable considerations. The relative fault
of such Indemnifying Party and Indemnified Party shall be
determined by reference to, among other things, whether any
action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission
to state a material fact, has been made by, or relates to
information supplied by, such Indemnifying Party or
Indemnified Party, and the parties' relative intent,
knowledge, access to information and opportunity to correct
or prevent such action. The amount paid or payable by a
party as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed
to include, subject to the limitations set forth in
Section 5(c), any legal or other fees or expenses reasonably
incurred by such party in connection with any investigation
or proceeding. No party shall be liable for contribution
with respect to any action or claim settled without its
written consent, which consent shall not be unreasonably
withheld.
The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 5(d) were
determined by pro rata allocation or by any other method of
allocation which does not take into account the equitable
considerations referred to in the immediately preceding
paragraph. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation.
6. AVAILABLE INFORMATION. The Company shall take
such measures and file such information, documents and
reports as shall be required by the SEC as a condition to
the availability of Rule 144, or any successor provisions.
7. TERMINATION DATE. The "Termination Date" for
purposes of Section 1(a) and 1(b) shall be the first date on
which Noranda shall no longer own Noranda Securities
entitling Noranda to "beneficial ownership" within the
meaning of Rule 13d-3 under the Exchange Act of more than 5%
of the outstanding Exchangeable Shares and shares of Common
Stock, considered as one class.
8. Miscellaneous.
-------------
(a) PROVISION OF INFORMATION. Noranda shall, and
shall cause its officers, directors, employees and agents
to, complete and execute all such questionnaires, powers of
attorney, indemnities, underwriting agreements and other
documents as the Company shall reasonably request in
connection with any registration pursuant to this Agreement.
(b) SEVERABILITY. If any term or provision of
this Agreement is held by a court of competent jurisdiction
to be invalid, void or unenforceable, the remainder of the
terms and provisions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their best
efforts to find and employ an alternative means to achieve
the same or substantially the same result as that
contemplated by such term or provision.
(c) FURTHER ASSURANCES. Subject to the specific
terms of this Agreement, each of Noranda and the Company
shall make, execute, acknowledge and deliver such other
instruments and documents, and take all such other actions,
as may be reasonably required in order to effectuate the
purposes of this Agreement.
(d) ENTIRE AGREEMENT; MODIFICATION. This
Agreement contains the entire understanding of the parties
with respect to the subject matter hereof. This Agreement
may be modified only by a written instrument duly executed
by or on behalf of each party. No breach of any covenant,
agreement, warranty or representation shall be deemed waived
unless expressly waived in writing or on behalf of the party
who might assert such breach.
(e) COUNTERPARTS. For the convenience of the
parties, any number of counterparts of this Agreement may be
executed by the parties hereto, and each such executed
counterpart shall be, and shall be deemed to be, an original
instrument.
(f) NOTICES. All notices, consents, requests,
instructions, approvals and other communications provided
for herein shall be in writing and shall be delivered
personally or sent by facsimile, recognized overnight
delivery service or by registered or certified mail, postage
prepaid, in any case as follows:
(i) If to Noranda, to
Noranda Inc.
181 Bay Street, Suite 4100
P. O. Box 755, BCE Place
Toronto, Ontario
Canada M5J 2T3
Attention: General Counsel
Facsimile: (416) 982-7490
(ii) If to the Company, to
Battle Mountain Gold Company
333 Clay Street, 42nd Floor
Houston, Texas 77002
Attention: General Counsel
Facsimile: (713) 653-7238
or such other address as any party may, from time to time,
designate in a written notice in a like manner. All notices
and other communications shall be deemed to be effective
upon receipt by the party to whom given.
(g) GOVERNING LAW. This Agreement shall be
governed by and construed and enforced in accordance with
the laws of the State of New York without giving effect to
the principles of conflicts of law thereof.
(h) SUCCESSORS AND ASSIGNS. This Agreement shall
be binding upon and shall inure to the benefit of and be
enforceable by and against the permitted successors and
assigns of the parties hereto. Noranda may not assign its
rights under this Agreement, except that Noranda may assign
its rights hereunder to a direct or indirect wholly owned
subsidiary of Noranda (provided that Noranda Inc. shall
remain responsible for its obligations hereunder), and the
Company may not delegate its obligations under this
Agreement. Any attempted assignment or delegation
prohibited hereby shall be void.
(i) PARTIES IN INTEREST. Except as otherwise
specifically provided herein, nothing in this Agreement
expressed or implied is intended or shall be construed to
confer any right or benefit from any person, firm or
corporation other than Noranda and the Company.
IN WITNESS WHEREOF, Noranda, Kerr Addison and the
Company have caused this Agreement to be duly executed as of the
date first above written.
NORANDA INC.
By: /s/Alan R. Thomas
-------------------------------
Title: Chief Financial Officer
By: /s/Kevin N. Thompson
------------------------------
Title: Vice President,
Secretary and
General Counsel
KERR ADDISON MINES LIMITED
By: /s/Alex G. Balogh
------------------------------
Title: Director
BATTLE MOUNTAIN GOLD COMPANY
By: /s/Robert J. Quinn
------------------------------
Title: Vice President
EXHIBIT 3
---------
Tax Cooperation Agreement
-------------------------
TAX COOPERATION AGREEMENT
This TAX COOPERATION AGREEMENT is entered into as of
July 19, 1996, between Noranda Inc. ("Holder") and Battle
Mountain Gold Company ("BMG").
WHEREAS Hemlo Gold Mines Inc. ("Hemlo") and BMG have entered
into a Combination Agreement, dated as of March 11, 1996 (the
"Combination Agreement"), pursuant to which Holder will acquire
Exchangeable Shares (as defined in the Combination Agreement),
which shares are exchangeable into shares of BMG Common Stock (as
defined in the Combination Agreement);
WHEREAS BMG is a United States corporation, a portion of the
assets of which constitute United States real property interests
within the meaning of Section 897 of Internal Revenue Code of
1986, as amended (the "Code");
WHEREAS Holder desires to be informed of circumstances that
could result in BMG becoming a "United States real property
holding corporation" within the meaning of Section 897 of the
Code (a "USRPHC") and BMG desires to accommodate such desire and
both parties desire to cooperate with respect to certain filings
which are required or may be permitted under the Code with
respect to USRPHCs;
NOW, THEREFORE in consideration of the premises and other
good and sufficient consideration the sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. Cooperation. Subject to Section 5 below, BMG
shall cooperate fully with Holder in providing Holder with
data and information requested by Holder from time to time
to enable Holder to determine whether BMG is or may become a
USRPHC.
2. Prior Notice of Certain Transactions or Events.
Subject to Section 5 below, BMG shall promptly inform Holder
of any anticipated transaction, event, or any other
information of which BMG is aware which in BMG's good faith
judgment could reasonably be expected to cause BMG to be
treated as or become a USRPHC.
3. Consultation. If a tax cooperation agreement is
entered into with only one Holder, BMG shall consult with
that Holder before choosing any method of determining
determination dates (as defined in the Treasury Regulations
under Section 897 of the Code) and shall agree to utilize
whichever of the methods provided in such regulations as
that Holder may request. If tax cooperation agreements are
entered into with more than one person, BMG shall choose the
method which minimizes the chance of its becoming a USRPHC,
after consultation with all such persons.
4. Certain Calculations. At any time that Holder
wishes to dispose of Exchangeable Shares or BMG Common
Stock, BMG shall, upon Holder's request, provide to Holder
the statement described in Treasury Regulation Section 1.897-
2(h)(1)(i) and shall otherwise comply with the provisions of
Treasury Regulation Section 1.897-2(h) as if Treasury
Regulation Section 1.897-2(h)(3) were not contained therein.
For this purpose, the parties confirm their view that, under
present law, BMG will, after the Effective Time (as defined
in the Combination Agreement), own a controlling interest in
Hemlo, within the meaning of Code Section 897(c)(5) and
Treasury Regulation Section 1.897-2(e)(3), by virtue of Code
Section 318(a)(4), without regard to the number of
Exchangeable Shares which, from time to time, have been
exchanged for BMG Common Stock.
5. Obligations Limited by Securities Laws.
Notwithstanding anything to the contrary in Section 1 or 2
hereof, BMG shall have no obligation to disclose any
information to Holder pursuant to this Agreement if and to
the extent that BMG determines, in its reasonable good faith
judgment after consultation with legal counsel, that such
disclosure would constitute a violation of any federal,
state or provincial securities law. Holder hereby
acknowledges that it is aware that if Holder receives
material non-public information pursuant to this Agreement,
then federal, state or provincial securities laws may
restrict Holder from purchasing or selling securities of BMG
or from communicating such information to any other person
under circumstances in which it is reasonably foreseeable
that such person is likely to purchase or sell such
securities in reliance on such information.
6. Notices. Any notice, request, instruction or
other document to be given hereunder by either party hereto
to the other party shall be in writing and delivered
personally, by telecopy (with confirmation sent within three
business days by overnight courier or certified mail,
postage prepaid), overnight courier, or certified mail,
postage prepaid to:
if to Holder:
Noranda Inc.
181 Bay Street, Suite 4100
P.O. Box 755, BCE Place
Toronto, Ontario
Canada M5J 2T3
Attention: General Counsel
Telecopier: (416) 982-7490
and if to BMG:
Battle Mountain Gold Company
333 Clay Street
42nd Floor
Houston, Texas 77022-4103
Attention: General Counsel
Telecopier: (713) 650-3636
or at such other address for a party as shall be specified
by like notice. Any notice that is delivered in the manner
provided above shall be deemed to have been given upon
actual receipt by the party to whom it is directed
(evidenced, in the case of telecopy, by the receipt of the
correct answerback).
7. Further Assurances. The parties agree (a) to
furnish upon request to each other such further information,
and (b) to execute and deliver to each other such other
documents, in each case, as the other party may reasonably
request for the purpose of carrying out the intent of this
Agreement.
8. Information Concerning Ownership by Holder.
Holder agrees to furnish to BMG at any time and from time to
time such information concerning the ownership by Holder of
Exchangeable Shares and shares of BMG Common Stock as BMG
may request in writing, including information necessary to
calculate the ownership by Holder of Exchangeable Shares and
BMG Common Stock for purposes of Section 9 hereof and for
any purpose relevant under the Plan of Arrangement
(including the Exchangeable Share Provisions set forth
therein) and the Voting, Support and Exchange Trust
Agreement. Such information shall be provided as soon as
reasonably practicable following receipt of such request.
If Holder fails to provide any such information within
thirty days after such a written request by BMG, BMG may
assume for all purposes, including those just described,
that such Holder no longer owns any Exchangeable Shares or
shares of BMG Common Stock, other than that number of
Exchangeable Shares or shares of BMG Common Stock, as the
case may be, reported as owned by such Holder in any filing
pursuant to applicable United States or Canadian provincial
securities laws. Holder agrees to notify BMG if Holder
ceases to own a number of the Exchangeable Shares which the
Holder acquired in the Arrangement in excess of, or equal
to, the Minimum Number (as defined in the Combination
Agreement). For all purposes of this Agreement
(1) ownership shall mean beneficial ownership within the
contemplation of section 897 of the Code and (2) the
constructive ownership rules of section 897(c)(6)(C) of the
Code shall apply, except that the Holder shall not be deemed
to own Exchangeable Shares by virtue of owning BMG Common
Stock.
9. Termination. This Agreement shall terminate and
be of no further force and effect one year following the
date on which the number of (1) the Exchangeable Shares
acquired by Holder in the Arrangement (as defined in the
Combination Agreement) plus (2) the shares of BMG Common
Stock which Holder has received in exchange for Exchangeable
Shares acquired by Holder in the Arrangement which, in each
case, Holder continues to have ownership of, does not exceed
the Minimum Number.
10. Exercise of Retraction Right. No later than seven
(7) days prior to the date on which Holder intends to
deliver a Retraction Request (as defined in the Exchangeable
Share Provisions attached as Exhibit A to the Plan of
Arrangement entered into pursuant to the Combination
Agreement), Holder shall provide BMG with written notice (a
"Holder Notice") of its intention to deliver such Retraction
Request, together with a statement updating to the date of
such notice the most recent information provided by Holder
to BMG pursuant to Section 8 hereof. Within seven (7) days
from the date of the Holder Notice, BMG shall notify Holder
in writing as to whether or not it intends to exercise its
Retraction Call Right (as defined in the Exchangeable Share
Provisions) (a "BMG Notice"). If the BMG Notice indicates
that BMG intends to exercise its Retraction Call Right, the
BMG Notice shall be accompanied by the Officer's Certificate
(and, if applicable, the opinion of counsel) provided for in
the Exchangeable Share Provisions. Notwithstanding the
foregoing in this Section 10, Holder shall be entitled to
deliver a Retraction Request without first providing BMG
with a Holder Notice if at the time that Holder delivers the
Retraction Request, Holder provides BMG with a written
waiver of the limitation on BMG's right to exercise its
Retraction Call Right set forth in Section 6.3 of the
Exchangeable Share Provisions.
11. Entire Agreement and Modification. This Agreement
supersedes all prior agreements between the parties with
respect to its subject matter and constitutes a complete and
exclusive statement of the terms of the agreement between
the parties with respect to its subject matter. This
Agreement may not be amended except by a written agreement
executed by the party to be charged with the amendment.
12. Severability. If any provision of this Agreement
is held invalid or unenforceable by any court of competent
jurisdiction, the other provisions of this Agreement will
remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or
degree will remain in full force and effect to the extent
not held invalid or unenforceable.
13. Section Headings; Construction. The headings of
sections in this Agreement are provided for convenience only
and will not affect its construction or interpretation.
14. Counterparts. This Agreement may be executed in
one or more counterparts, each of which will be deemed to be
an original copy of this Agreement and all of which, when
taken together, will be deemed to constitute one and the
same agreement.
15. Governing Law. This Agreement will be governed by
and construed under the laws of New York without regard to
its principles pertaining to conflict of laws.
IN WITNESS WHEREOF, the parties have hereunto set their
hands as of the date first above written:
NORANDA INC.
By: /s/George M. Penna
------------------------------
Name: George M. Penna
Title: Vice President,
Taxation
BATTLE MOUNTAIN GOLD COMPANY
By: /s/R. D. O'Connell
------------------------------
Name: R. D. O'Connell
Title: Vice President
