UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
Battle Mountain Gold Company
- --------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.10 per share
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(Title Class of Securities)
07159310
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(CUSIP Number)
Kevin N. Thompson
Vice-President, Secretary and General Counsel
Noranda Inc.
P.O. Box 755, BCE Place, 181 Bay Street, Suite 4100
Toronto, Ontario M5J 2T3
(416) 982-7475
- --------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 26, 2000
- --------------------------------------------------------------------------
(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 [ ].
* 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 07159310 Page 2 of 10 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*
OO
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 OF 7 SOLE VOTING POWER
SHARES 65,242,526 shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 65,242,526 shares
10 SHARED DISPOSITIVE POWER
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)
28.4%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 07159310 Page 3 of 10 Pages
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EdperBrascan Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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 OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,836,040 shares through its 39.6% indirect interest in its
affiliate, Noranda Inc.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 07159310 Page 4 of 10 Pages
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EdperPartners Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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 OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,635,276 shares through its 4.0% indirect interest in its
affiliate, Noranda Inc.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
This Amendment No. 3 to the Schedule 13D, originally filed on July 30,
1996 (the "Original Schedule 13D") as amended by Amendment No. 1 thereto
filed on February 18, 1998 ("Amendment No. 1") and Amendment No. 2 thereto
filed on May 6, 1998 ("Amendment No. 2") and relating to the Common Stock,
par value $0.10 per share, of Battle Mountain Gold Company, a corporation
incorporated under the laws of the State of Nevada ("BMG"), is being filed
by the reporting persons named in the amended Item 2 below to reflect
principally (1) the merger of Kerr Addison Mines Limited ("Kerr Addison")
into Noranda Inc. ("Noranda") and the winding up of Brenda Mines Ltd. and
(2) the Notice of Intent to Nominate referred to in amended Item 4. Except
as described herein, the information contained in the Original Schedule 13D
as amended by Amendment No. 1 and Amendment No. 2 is unchanged.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Original Schedule 13D, as heretofore amended, is hereby
amended and restated in its entirety as follows:
This statement is being filed by Noranda, EdperBrascan
Corporation ("EdperBrascan") and EdperPartners Limited ("EdperPartners"),
(the "Reporting Persons").
Noranda is a corporation incorporated under the laws of the
Province of Ontario, Canada. It is a leading international mining and
metals company and its common shares are listed on The Toronto Stock
Exchange. Its principal and business address is P.O. Box 755, Suite 4100,
BCE Place, 181 Bay Street, Toronto, Ontario, M5J 2T3.
EdperBrascan is a corporation amalgamated under the laws of the
Province of Ontario, Canada. It is a diversified natural resources,
property, energy and financial services company that is listed on the
Toronto and American stock exchanges. Its principal and business address is
Suite 4400, BCE Place, 181 Bay Street, Toronto, Ontario, M5J 2T3.
EdperPartners 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.
Noranda owns 1,000 shares of Common Stock of BMG and 65,241,526
Exchangeable Shares of Battle Mountain Canada Ltd. ("BM Canada"). The
Exchangeable Shares represent beneficial ownership of the same number of
shares of Common Stock of BMG. Together, these shares of Common Stock and
Exchangeable Shares represent approximately 28.4% of the shares of Common
Stock of BMG if all Exchangeable Shares outstanding were exchanged for
shares of Common Stock of BMG or were treated as a single class with the
Common Stock outstanding. EdperBrascan and associated companies own
approximately 40% of the outstanding common shares of Noranda.
EdperPartners holds a 100% interest in the Class B Limited Voting Shares,
and an approximate 10% interest in the Class A Limited Voting Shares, of
EdperBrascan. The common shares of EdperPartners are owned directly or
indirectly by a number of individuals including the following individuals
who are also directors and/or officers of Noranda: Jack L. Cockwell, J.
Trevor Eyton, Robert J. Harding, David W. Kerr, Dave Goldman, George E.
Myhal and Martin Schady.
The name, citizenship, present position with the Reporting Persons,
present principal occupation and business address of each of the directors
and executive officers of the Reporting Persons are set out in Schedule 1
hereto.
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 misdemeanours), or was or is
subject to a judgment, decree or final order, enjoining future violations
of, or prohibiting or mandating activity subject to United States Federal
or state securities laws or finding any violation with respect to such laws
as a result of a civil proceeding of a judicial or administrative body of
competent jurisdiction.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION
Item 3 of the Original Schedule 13D, as heretofore amended, is hereby
amended to add the following paragraph:
The Exchangeable Shares formerly owned by Kerr Addison are now owned
by Noranda as a result of the merger of Kerr Addison with Noranda.
ITEM 4. PURPOSE OF TRANSACTION
The paragraph included in Item 4 of the Schedule 13D by Amendment No.
2 is hereby amended to read as follows:
At Noranda's request, BMG filed on May 1, 1998 a registration
statement on Form S-3 (the "BMG Registration Statement") registering
65,242,526 shares of Common Stock beneficially owned by Noranda. As
described in Item 2, Noranda owns 1,000 shares of Common Stock of BMG and
65,241,526 Exchangeable Shares of BM Canada. Each Exchangeable Share is
exchangeable, at the option of the holder thereof, into one share of Common
Stock. The BMG Registration Statement is effective and permits Noranda to
sell all or a portion of the shares of Common Stock beneficially owned by
it in one or more transactions over time. If all 65,242,526 shares of
Common Stock are sold, the Reporting Persons will have disposed of their
entire interest in the Common Stock. To the date of this report, none of
the shares of Common Stock or the Exchangeable Shares owned by Noranda (or
the shares of Common Stock issuable in exchange therefor) has been sold.
Item 4 is further amended to add the following paragraphs:
On January 26, 2000, Noranda delivered to BMG a Notice of Intent to
Nominate pursuant to Section 4 of Article II of the Bylaws of BMG stating
Noranda's intention to nominate Messrs. Edward Vermont Blanchard, Jr., Jack
Lynn Cockwell, Gordon Edward Forward and Terrence (Terry) Allan Lyons
(collectively, the "Noranda Nominees") as directors of BMG at BMG's 2000
Annual Meeting (the "Meeting").
Mr. Blanchard has been the Executive Vice President, Strategy &
Acquisitions, of ilife.com, Inc. (a provider of financial services
information and commerce over the Internet) since May 1999. For more than
five years prior thereto, Mr. Blanchard served as a Managing Director of
Merrill Lynch & Co., Inc.
Mr. Cockwell has been the President and Chief Executive Officer and a
Director of EdperBrascan Corporation (a diversified natural resources,
property, energy and financial services company) since August 1997. For
more than five years prior thereto, Mr. Cockwell served as President and
Chief Executive Officer of Brascan Limited (a natural resources, power
generation and financial services company). Mr. Cockwell also serves as a
director of Brookfield Properties Corporation, Falconbridge Limited, Great
Lakes Power Inc., Nexfor Inc. and Noranda Inc.
Mr. Forward has been the Vice Chairman of the Board of Texas Industries,
Inc. ("TXI") (a concrete and steel supplier) since July 1998. For more than
five years prior thereto, Mr. Forward served as President and Chief
Executive Officer of Chaparral Steel Company (a steel manufacturer and
subsidiary of TXI). He also serves as a director of Nexfor Inc.
Mr. Lyons has been the Managing Partner and President of B.C. Pacific
Capital Corporation (an investment and merchant banking company) since
August 1987. Mr. Lyons has also served as a director of BMG since July
1999.
Noranda believes that the Noranda Nominees, who have consented to act as
directors if elected, possess qualifications and expertise that will serve
to strengthen BMG's Board of Directors which would be in the best interests
of BMG.
As far as Noranda is aware, BMG's Board of Directors has not taken formal
action to select the Board's nominees to the four seats on the BMG Board of
Directors to be elected at the Meeting. It is Noranda's current intention,
if the Noranda Nominees are not accepted by BMG's Board of Directors, to
seek the election of the Noranda Nominees to the BMG Board of Directors. In
that connection, Noranda may determine to solicit proxies from other BMG
stockholders; however, no decision in that regard has yet been made by
Noranda.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) of the Original Schedule 13D, as heretofore amended, is
hereby amended and restated in its entirety as follows:
(a) Noranda beneficially owns 1,000 shares of Common Stock of BMG
and 65,241,526 Exchangeable Shares of BM Canada. These Exchangeable Shares
represent beneficial ownership of the same number of shares of Common Stock
of BMG. Accordingly, these Common Shares and Exchangeable Shares represent
approximately 28.4% of the Common Stock of BMG if all Exchangeable Shares
outstanding were exchanged for shares of Common Stock of BMG or were
treated as a single class with the 130,936,704 shares of Common Stock
outstanding as of October 31, 1999, as reported by BMG.
Item 5(b) of the Original Schedule 13D, as heretofore amended, is
hereby amended and restated in its entirety as follows:
(b) Noranda has the sole power to direct the vote and sole power
to direct disposition of all of the shares of Common Stock of BMG and the
Exchangeable Shares of BM Canada owned by it. The other Reporting Persons
have the indirect power to direct the vote and to direct the disposition of
the shares of Common Stock of BMG and the Exchangeable Shares of BM Canada
(and the Common Stock of BMG into which they are exchangeable) held by
Noranda through their respective direct and/or indirect interests in
Noranda. The respective direct and/or indirect proportionate interests of
the other Reporting Persons in these shares are as follows:
Reporting Person Interest in Shares No. of Shares % of Shares
- ---------------- ------------------ ------------- -----------
EdperPartners 4.0% 2,635,276 1.1
EdperBrascan 39.6% 25,836,040 11.2
(c) On January 19, 2000, Noranda delivered a Notice of Retraction
to BM Canada, BMG and Battle Mountain Canada Holdco, Inc. stating its
desire to redeem 1,000 of the 65,242,526 Exchangeable Shares it owned as of
that date. In accordance with the share provisions attaching to the
Exchangeable Shares, 1,000 of the Exchangeable Shares owned by Noranda were
exchanged for 1,000 shares of Common Stock of BMG.
<PAGE>
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit 1: Notice of Intent to Nominate, dated January 26,
2000, from Noranda to BMG.
---------
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
senior (executive) officers of the corporate
Reporting Persons.
Schedule 3: Joint Filing Statement.
<PAGE>
SIGNATURE
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.
January 27, 2000
NORANDA INC.
By: /s/ Kevin N. Thompson
---------------------
Name: Kevin N. Thompson
Title: Vice-President, Secretary
and General Counsel
EDPERPARTNERS LIMITED
By: /s/ Brian D. Lawson
-------------------
Name: Brian D. Lawson
Title: Secretary-Treasurer
EDPERBRASCAN CORPORATION
By: /s/ Blake Lyon
--------------
Name: Blake Lyon
Title: Vice-President, Finance
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 1(1)
1 None of the persons listed in this Schedule 1 has any direct or
indirect interest in BMG, as of the date hereof, except for David W.
Kerr who owns 1480 Exchangeable Shares of BM Canada and 13,000 stock
options of BMG, David Bumstead who owns 13,000 stock options of BMG
and Barbara Rae who owns 1,000 shares of BMG Common Stock.
EDPERPARTNERS LIMITED
- ---------------------
PRINCIPAL BUSINESS BUSINESS ADDRESS
POSITION WITH (OR RESIDENCE
CORPORATION; PRINCIPAL ADDRESS IF NO BUSINESS
NAME; CITIZENSHIP OCCUPATION, IF DIFFERENT ADDRESS AVAILABLE)
- ----------------- ------------------------ ----------------------
<S> <C> <C>
Gordon E Arnell Director of EdperPartners P.O. Box 770
Canadian Limited; Chairman and Chief Suite 4440, BCE Place
Executive Officer of 181 Bay Street
Brookfield Properties Toronto, Ontario
Corporation M5J 2T3
Jack L. Cockwell Director and Co-Chief P.O. Box 762
Canadian Executive of EdperPartners Suite 4400, BCE Place
Limited; President and Chief 181 Bay Street
Executive Officer of Toronto, Ontario
EdperBrascan Corporation M5J 2T3
J. Trevor Eyton Director of EdperPartners P.O. Box 762
Canadian Limited; Chairman, Group Suite 4400, BCE Place
Advisory Board of 181 Bay Street
EdperBrascan Corporation Toronto, Ontario
M5J 2T3
J. Bruce Flatt Director of EdperPartners P.O. Box 770
Canadian Limited; President of Suite 4440, BCE Place
Brookfield Properties 181 Bay Street
Corporation Toronto, Ontario
M5J 2T3
Robert J. Harding Director of EdperPartners P.O. Box 762
Canadian Limited; Executive Chairman Suite 4400, BCE Place
of EdperBrascan Corporation 181 Bay Street
Toronto, Ontario
M5J 2T3
David W. Kerr Director and Co-Chief P.O. Box 755
Canadian Executive of EdperPartners Suite 4100, BCE Place
Limited; President and Chief 181 Bay Street
Executive Officer of Noranda Toronto, Ontario
Inc. M5J 2T3
Brian D. Lawson Director and P.O. Box 762
Canadian Secretary-Treasurer of Suite 4400, BCE Place
EdperPartners Limited; 181 Bay Street
Managing Partner, Merchant Toronto, Ontario
Banking of Trilon Financial M5J 2T3
Corporation
George E. Myhal Director of EdperPartners P.O. Box 762
Canadian Limited; President and Chief Suite 4400, BCE Place
Executive Officer of Trilon 181 Bay Street
Financial Corporation Toronto, Ontario
M5J 2T3
Timothy R. Price Director and President of P.O. Box 771
Canadian EdperPartners Limited; Suite 4420, BCE Place
Chairman of Trilon Financial 181 Bay Street
Corporation Toronto, Ontario
M5J 2T3
<PAGE>
<CAPTION>
NORANDA INC.
- ------------
PRINCIPAL BUSINESS BUSINESS ADDRESS
POSITION WITH (OR RESIDENCE
CORPORATION; PRINCIPAL ADDRESS IF NO BUSINESS
NAME; CITIZENSHIP OCCUPATION, IF DIFFERENT ADDRESS AVAILABLE)
- ----------------- ------------------------ ----------------------
<S> <C> <C>
Alex G. Balogh Director; non-executive P.O. Box 755
Canadian Deputy Chairman of Noranda Suite 4100, BCE Place
Inc. 181 Bay Street
Toronto, Ontario
M5J 2T3
Andre Berard Director of Noranda Inc.; 600 rue de La Gauchetiere
Canadian Chairman of the Board and Ouest
Chief Executive Officer of 4th Floor
National Bank of Canada Montreal, Quebec
(banking) H3B 4L2
David L. Bumstead Director of Noranda Inc.; P.O. Box 755
Canadian Executive Vice-President, Suite 4100, BCE Place
Corporate Development of 181 Bay Street
Noranda Inc. Toronto, Ontario
M5J 2T3
Jack L. Cockwell Director of Noranda Inc.; P.O. Box 762
Canadian President and Chief Executive Suite 4400, BCE Place
Officer of EdperBrascan 181 Bay Street
Corporation Toronto, Ontario
M5J 2T3
V. Maureen Kempston Darkes Director of Noranda Inc.; 1908 Colonel Sam Drive
Canadian President and General Manager Oshawa, Ontario
of General Motors of Canada L1H 8P7
Limited (international motor
vehicle manufacturer)
Rene Dufour Director of Noranda Inc.; Ecole Polytechnique
Canadian Corporate Director 2900 Edouard-Montpetit
P.O. Box 6079
Station Centre Ville
Montreal, Quebec
H3C 3A7
J. Trevor Eyton Director of Noranda Inc.; P.O. Box 762
Canadian Chairman, Group Advisory Suite 4400, BCE Place
Board, EdperBrascan 181 Bay Street
Corporation; Member of the Toronto, Ontario
Senate of Canada M5J 2T3
A.L. (Al) Flood Director of Noranda Inc.; 26th Floor
Canadian Chairman, Executive Committee Commerce Court North
of the Canadian Imperial Bank Toronto, Ontario
of Commerce (banking) M5L 1A2
Robert J. Harding Director of Noranda Inc.; P.O. Box 762
Canadian Executive Chairman of Suite 4440, BCE Place
EdperBrascan Corporation 181 Bay Street
Toronto, Ontario
M5J 2T3
David W. Kerr Director of Noranda Inc.; P.O. Box 755
Canadian President and Chief Executive Suite 4100, BCE Place
Officer of Noranda Inc. 181 Bay Street
Toronto, Ontario
M5J 2T3
James W. McCutcheon Director of Noranda Inc.; Toronto-Dominion Bank Tower
Canadian Counsel, McCarthy Tetrault Toronto-Dominion Centre
(law firm) Toronto, Ontario
M5K 1E6
Frank J. McKenna Director of Noranda Inc.; Moncton Place
Canadian Counsel, McInnes Cooper & 655 Main Street
Robertson (law firm) Moncton, New Brunswick
E1C 8T6
George E. Myhal Director of Noranda Inc.; P.O. Box 771
Canadian President & Chief Executive Suite 4420,
Officer of Trilon Financial BCE Place
Corporation (financial 181 Bay Street,
services) Toronto, Ontario
M5J 2T3
Barbara J. Rae Director of Noranda Inc.; 3-2206 Folkestone Way
Canadian Corporate Director West Vancouver,
British Columbia
V7S 2X7
Rick J. Anderson Senior Vice-President, P.O. Box 755
Canadian Controller of Noranda Inc. Suite 4100, BCE Place
181 Bay Street
Toronto, Ontario
M5J 2T3
David Goldman Executive Vice-President and P.O. Box 755
Canadian Chief Operating Officer of Suite 4100, BCE Place
Noranda Inc. 181 Bay Street
Toronto, Ontario
M5J 2T3
George Jones Senior Vice-President, Zinc P.O. Box 755
Canadian of Noranda Inc. Suite 4100, BCE Place
181 Bay Street
Toronto, Ontario
M5J 2T3
Michael J. Knuckey Executive Vice-President, P.O. Box 755
Canadian Exploration and Project Suite 4100, BCE Place
Development of Noranda Inc. 181 Bay Street
Toronto, Ontario
M5J 2T3
Yvon Paquin Senior Vice-President, Copper P.O. Box 755
Canadian of Noranda Inc. Suite 4100, BCE Place
181 Bay Street
Toronto, Ontario
M5J 2T3
Kathy Rethy Senior Vice-President, Shared P.O. Box 755
Canadian Business Services of Noranda Suite 4100, BCE Place
Inc. 181 Bay Street
Toronto, Ontario
M5J 2T3
David Rodier Senior Vice-President, P.O. Box 755
Canadian Environment, Safety and Suite 4100, BCE Place
Health of Noranda Inc. 181 Bay Street
Toronto, Ontario
M5J 2T3
Martin T. G. Schady Senior Vice-President and P.O. Box 755
Canadian Chief Financial Officer of Suite 4100, BCE Place
Noranda Inc. 181 Bay Street
Toronto, Ontario
M5J 2T3
Robert Sippel Senior Vice-President, P.O. Box 755
Canadian Recycling of Noranda Inc. Suite 4100, BCE Place
181 Bay Street
Toronto, Ontario
M5J 2T3
Lance S. Tigert Senior Vice-President, P.O. Box 755
Canadian Project Development of Suite 4100, BCE Place
Noranda Inc. 181 Bay Street
Toronto, Ontario
M5J 2T3
<PAGE>
<CAPTION>
EDPERBRASCAN CORPORATION
- ------------------------
PRINCIPAL BUSINESS BUSINESS ADDRESS
POSITION WITH (OR RESIDENCE
CORPORATION; PRINCIPAL ADDRESS IF NO BUSINESS
NAME; CITIZENSHIP OCCUPATION, IF DIFFERENT ADDRESS AVAILABLE)
- ----------------- ------------------------ ----------------------
<S> <C> <C>
Roberto P. Cezar de Andrade Director of EdperBrascan Ave. Epitacio Pessoa
Brazilian Corporation; Group Chairman, 756, ap. 401
Brazilian Operations; Ipanema
Chairman and Chief Executive 22471-000
Officer of Brascan Brazil Ltd. Rio de Janeiro, Brazil - RJ
(diversified company, with
natural resource, real estate
and financial and business
service operations)
Hon. Conrad M. Black Director of EdperBrascan 10 Toronto Street
Canadian Corporation; Chairman and Toronto, Ontario
Chief Executive Officer of M5C 2B7
Hollinger Inc., Argus
Corporation Limited, Southam
Inc. and Hollinger
International Inc.; Chairman,
Telegraph Group Limited
(publishing companies)
James J. Blanchard Director of EdperBrascan 901-15th St. N.W.
American Corporation; Partner Verner, Washington, D.C.
Liipfert, Bernhard, McPherson U.S.A. 20005
and Hand (law firm)
Jack L. Cockwell Director, President and Chief P.O. Box 762
Canadian Executive Officer of Suite 4400, BCE Place
EdperBrascan Corporation 181 Bay Street
Toronto, Ontario
M5J 2T3
J. Trevor Eyton Director and Chairman, Group P.O. Box 762
Canadian Advisory Board of Suite 4400, BCE Place
EdperBrascan Corporation; 181 Bay Street
Member of the Senate of Toronto, Ontario
Canada M5J 2T3
Julia E. Foster Director of EdperBrascan 21 St. Clair Avenue East
Canadian Corporation; Past President Suite 900
of Canadian Olympic Toronto, Ontario
Foundation (non-profit M4T 1L9
organization)
James K. Gray Director of EdperBrascan Ste. 2800, 605 - 5th Ave. S.W.
Canadian Corporation; Chairman, Calgary, Alberta
Canadian Hunter Exploration T2P 3H5
Ltd. (a natural gas
exploration and production
company)
Lynda C. Hamilton Director of EdperBrascan P.O. Box 770
Canadian Corporation; President, Edper Suite 4440, BCE Place
Investments Limited 181 Bay Street
(investment company) Toronto, Ontario
M5J 2T3
Robert J. Harding Director and Executive P.O. Box 762
Canadian Chairman of EdperBrascan Suite 4400, BCE Place
Corporation 181 Bay Street
Toronto, Ontario
M5J 2T3
Patrick J. Keenan Director of EdperBrascan 120 Adelaide Street West
Canadian Corporation; Chairman and Suite 2150
Chief Executive Officer, Toronto, Ontario
Keewhit Investments Limited M5H 1T1
(investment company)
David W. Kerr Director of EdperBrascan P.O. Box 755
Canadian Corporation; Group Chairman, Suite 4100, BCE Place
Natural Resources Operations 181 Bay Street
of EdperBrascan Corporation; Toronto, Ontario
President and Chief Executive M5J 2T3
Officer of Noranda Inc.
Allen T. Lambert Director of EdperBrascan Suite 4400, BCE Place
Canadian Corporation; Group Chairman, 181 Bay Street
Financial Services Operations Toronto, Ontario
M5J 2T3
Philip B. Lind Director of EdperBrascan 33 Bloor St. East
Canadian Corporation; Vice Chairman, 10th Floor
Rogers Communications Inc. Suite 6400
(diversified communications Toronto, Ontario
company) M4W 1G9
Michael F. B. Nesbitt Director of EdperBrascan Suite 1110
Canadian Corporation; President and 200 Graham Avenue
Chief Executive Officer of Winnipeg, Manitoba
Montrose Investment Co. Ltd. R3C 4L5
(investment company)
Saul Shulman Director of EdperBrascan Suite 2300
Canadian Corporation; Senior Partner, 200 King Street West
Goodman and Carr (law firm) Toronto, Ontario
M5H 3W5
George S. Taylor Director of EdperBrascan 120 Adelaide Street West
Canadian Corporation; Corporate Suite 2150
Director; Director of Great Toronto, Ontario
Lakes Power Inc. M5H 1T1
(power generation company)
Edward C. Kress Executive Vice-President of Suite 4400, BCE Place
Canadian EdperBrascan Corporation; 181 Bay Street
President and Chief Executive Toronto, Ontario
Officer, Great Lakes Power M5J 2T3
Inc.
Aaron W. Regent Senior Vice-President, Suite 4400, BCE Place
Canadian Corporate Development of 181 Bay Street
EdperBrascan Corporation; Toronto, Ontario
President and Chief Executive M5J 2T3
Officer, Trilon Securities
Corporation
Alan V. Dean Senior Vice-President, Public Suite 4400, BCE Place
Canadian and Corporate Affairs and 181 Bay Street
Secretary of EdperBrascan Toronto, Ontario
Corporation M5J 2T3
Trevor D. Kerr Vice-President and Treasurer Suite 4400, BCE Place
Canadian of EdperBrascan Corporation 181 Bay Street
Toronto, Ontario
M5J 2T3
Blake D. Lyon Vice-President, Finance of Suite 4400, BCE Place
Canadian EdperBrascan Corporation 181 Bay Street
Toronto, Ontario
M5J 2T3
</TABLE>
<PAGE>
SCHEDULE 2
----------
JOINT FILING STATEMENT
----------------------
In accordance with Rule 13d-1(f) of Regulation 13D-G 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 or Exchangeable Shares of Battle
Mountain Canada Inc. that are exchangeable into common stock of Battle
Mountain Gold Company, on a one-for-one basis, and further agree that this
Joint Filing Agreement be included as an Exhibit to such joint filings. In
evidence thereof the undersigned, being duly authorized, hereby execute
this Agreement this 27th day of January 2000.
NORANDA INC.
By: /s/ Kevin N. Thompson
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Name: Kevin N. Thompson
Title: Vice-President, Secretary
and General Counsel
EDPERPARTNERS LIMITED
By: /s/ Brian D. Lawson
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Name: Brian D. Lawson
Title: Secretary-Treasurer
EDPERBRASCAN CORPORATION
By: /s/ Blake Lyon
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Name: Blake Lyon
Title: Vice-President, Finance
EXHIBIT 1
Noranda Inc.
Suite 4100, P.O. Box 755
BCE Place, 181 Bay Street
Toronto, Ontario, Canada
M5J 2T3
January 26, 2000
VIA FAX & COURIER
Mr. Greg V. Etter
Vice President, General Counsel
and Corporate Secretary
Battle Mountain Gold Company
333 Clay Street, 42nd Floor
Houston, Texas 77002
Re: Notice of Intent to Nominate
Dear Mr. Etter:
This letter will serve as written notice pursuant to Article II,
Section 4 of the Bylaws of Battle Mountain Gold Company ("BMG") of the
intent of Noranda Inc. ("Noranda"), Suite 4100, BCE Place, 181 Bay Street,
Toronto, Ontario M5J 2T3, to nominate the persons identified below for
election as directors at the 2000 annual meeting of stockholders of BMG
(the "Meeting").
As at today's date, Noranda is a holder of record of 1,000 shares of
Common Stock of BMG entitled to vote at the Meeting and intends to appear
in person or by proxy at the Meeting to nominate such persons. Noranda also
is the holder of record of 65,241,526 Exchangeable Shares of Battle
Mountain Canada Ltd. entitled to vote at the Meeting.
The persons Noranda intends to nominate for election as directors of
BMG are:
Name and Business Principal Occupation
or Residence Address Age during the past five years
- -------------------- --- --------------------------
Edward Vermont Blanchard, Jr. 48 Executive Vice President,
11811 U.S. Highway 1 Strategy & Acquisitions, of
North Palm Beach, Florida ilife.com, Inc. (a provider of
33408 financial services information
and commerce over the Internet)
since May 1999. For more than
five years prior thereto, Mr.
Blanchard was employed as a
Managing Director of Merrill
Lynch & Co., Inc. (a full
service, diversified securities
and financial services
company).
Jack Lynn Cockwell 59 President, Chief Executive Officer
Suite 4400, BCE Place and a Director of EdperBrascan
181 Bay Street Corporation (a diversified natural
Toronto, Ontario, Canada resources, property, energy and
M5J 2T3 financial services company) since
August 1997. For more than five
years prior thereto, Mr.
Cockwell served as President
and Chief Executive Officer of
Brascan Limited (a natural
resources, power generation and
financial services company).
Mr. Cockwell also serves as a
director of Brookfield
Properties Corporation,
Falconbridge Limited, Great
Lakes Power Inc., Nexfor Inc.
and Noranda Inc.
Gordon Edward Forward 63 Vice Chairman of the Board of
1341 West Mockingbird Lane Texas Industries, Inc. ("TXI")
Suite 700 (a concrete and steel supplier)
Dallas, Texas 75247 since July 1998. For more than
five years prior thereto, Mr.
Forward was President and Chief
Executive Officer of Chaparral
Steel Company (steel
manufacturer and subsidiary of
TXI). He also serves as a
director of Nexfor Inc.
Terrence (Terry) Allan Lyons 50 Managing Partner and President
Suite 1632 of B.C. Pacific Capital Corporation
1055 West Georgia Street (an investments and merchant
P.O. Box 11179 banking company) since August 1987.
Royal Centre Director of BMG since July 1999.
Vancouver, British Columbia, Canada
V6E 3R5
None of the proposed nominees owns any equity securities of BMG or any
subsidiary of BMG, except that Mr. Lyons owns stock options covering 10,000
shares of BMG Common Stock.
<PAGE>
Except for granting their consent to serve as directors of BMG if
elected, there are no arrangements or understandings between Noranda and
any of the above nominees and any other person pursuant to which the
nominations are to be made by Noranda.
/s/ David W. Kerr
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David W. Kerr
President and Chief Executive Officer
Noranda Inc.
<PAGE>
CONSENT
I hereby consent to serve as a director of Battle Mountain Gold
Company, if so elected.
/s/ Edward Vermont Blanchard, Jr.
---------------------------------
January 19, 2000 Edward Vermont Blanchard, Jr.
<PAGE>
CONSENT
I hereby consent to serve as a director of Battle Mountain Gold
Company, if so elected.
/s/ Jack Lynn Cockwell
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January 25, 2000 Jack Lynn Cockwell
<PAGE>
CONSENT
I hereby consent to serve as a director of Battle Mountain Gold
Company, if so elected.
/s/ Gordon E. Forward
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January 20, 2000 Gordon E. Forward
<PAGE>
CONSENT
I hereby consent to serve as a director of Battle Mountain Gold
Company, if so elected.
/s/ Terry Lyons
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January 20, 2000 Terry Lyons
