SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Battle Mountain Canada Ltd.
----------------------
(Name of Issuer)
Exchangeable Shares
------------------
(Title of Class of Securities)
071900104
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(CUSIP Number)
December 31, 1997
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
* 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 the disclosures provided
in a prior cover page.
The information required in 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>
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CUSIP No. 071900104 13G Page 2 of 16 Pages
- ---------------------------- -----------------------------
- -----------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Royal Bank Investment Management Inc.
- -----------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -----------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
The jurisdiction of organization is Canada (federally
incorporated company)
- -----------------------------------------------------------------------
5. SOLE VOTING POWER
--------------------------------------------------------
NUMBER OF 6. SHARED VOTING POWER
SHARES 8,145,890
BENEFICIALLY --------------------------------------------------------
OWNED BY EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH --------------------------------------------------------
8. SHARED DISPOSITIVE POWER
8,145,890
- -----------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,145,890
- -----------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
- -----------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.50%
- -----------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
Foreign Investment Advisor which received SEC no-action
relief to file on Schedule 13G as a "Qualified
Institutional Investor"
- -----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 071900104 13G Page 3 of 16 Pages
- ---------------------------- -----------------------------
- -----------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RT Investment Management Holdings Inc.
- -----------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -----------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
The jurisdiction of organization is Canada (federally
incorporated company)
- -----------------------------------------------------------------------
5. SOLE VOTING POWER
--------------------------------------------------------
NUMBER OF 6. SHARED VOTING POWER
SHARES 10,163,810
BENEFICIALLY --------------------------------------------------------
OWNED BY EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH --------------------------------------------------------
8. SHARED DISPOSITIVE POWER
10,163,810
- -----------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,163,810
- -----------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
- -----------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.75%
- -----------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
Foreign Parent Holding Company which received SEC
no-action relief to file on Schedule 13G as a "Qualified
Institutional Investor"
- -----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 071900104 13G Page 4 of 16 Pages
- ---------------------------- -----------------------------
- -----------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Royal Trust Company
- -----------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -----------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
The jurisdiction of organization is Canada (federally
incorporated company)
- -----------------------------------------------------------------------
5. SOLE VOTING POWER
--------------------------------------------------------
NUMBER OF 6. SHARED VOTING POWER
SHARES 8,347,953
BENEFICIALLY --------------------------------------------------------
OWNED BY EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH --------------------------------------------------------
8. SHARED DISPOSITIVE POWER
8,347,953
- -----------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,347,953
- -----------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
- -----------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.64%
- -----------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
Foreign Trust Company which received SEC no-action
relief to file on Schedule 13G as a "Qualified
Institutional Investor"
- -----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer:
Battle Mountain Canada Ltd.
Item 1(b). Address of Issuer's Principal Executive Offices:
Battle Mountain Canada Ltd.
2902, 1 Adelaide St. East
Toronto, Ontario
Canada, MSC 229
(416) 982-7116
Item 2(a). Name of Person Filing:
1. Royal Bank Investment Management Inc. ("RBIM")
2. RT Investment Management Holdings Inc. ("RTIM")
3. The Royal Trust Company ("RT")
Item 2(b). Address of Principal Business Office or, if None, Residence:
1. Royal Bank Investment Management Inc.
Royal Trust Tower, P.O. Box 121
77 King Street West, Suite 3800
Toronto, Ontario M5K 1H1
2. RT Investment Management Holdings Inc.
Royal Trust Tower, P.O. Box 97
77 King Street West, Suite 3900
Toronto, Ontario M5K 1G8
3. The Royal Trust Company
Royal Trust Tower, P.O. Box 7500, Station A
77 King Street West, 6th Floor
Toronto, Ontario M5W 1P9
Item 2(c). Citizenship:
Canada
Item 2(d). Title of Class of Securities:
Exchangeable Shares
Item 2(e). CUSIP Number:
071900104
<PAGE>
Item 3. If this statement is filed pursuant to Rules
240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a:
1. Royal Bank Investment Management Inc. is a Foreign
Investment Advisor which received SEC no-action
relief to file on Schedule 13G as a Qualified
Institutional Investor.
2. RT Investment Management Holdings Inc. is a
Foreign Parent Holding Company which received SEC
no-action relief to file on Schedule 13G as a
Qualified Institutional Investor.
3. The Royal Trust Company is a Foreign Trust Company
which received SEC no-action relief to file on
Schedule 13G as a Qualified Institutional
Investor.
Item 4. Ownership.
(a) Amount beneficially owned:
1. RBIM - 8,145,890
2. RTIM - 10,163,810
3. RT - 8,347,953
(b) Percent of class:
1. RBIM - 5.50%
2. RTIM - 6.75%
3. RT - 5.64%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
(ii) Shared power to vote or to direct the vote
1. RBIM - 8,145,890
2. RTIM - 10,163,810
3. RT - 8,347,953
(iii) Sole power to dispose or to direct the
disposition of
<PAGE>
(iv) Shared power to dispose or to direct the
disposition of
1. RBIM - 8,145,890
2. RTIM - 10,163,810
3. RT - 8,347,953
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to
be the beneficial owner of more than five percent of the
class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
1. Royal Bank Investment Management Inc. Accounts managed
on a discretionary basis by Royal Bank Investment
Management Inc., a wholly-owned subsidiary of RT
Investment Management Holdings Inc., are known to have
the right to receive or the power to direct the
receipt of dividends from, or the proceeds from, the
sale of such securities. No such account holds more
than 5% of the class.
2. RT Investment Management Holdings Inc., a foreign
parent holding company which received SEC no-action
relief to file on Schedule 13G as a Qualified
Institutional Investor, is reporting holdings over
which it is deemed to be a beneficial owner by virtue
of the fact that the holdings belong to client
accounts managed on a discretionary basis by RT
Investment Management Holdings Inc.'s subsidiary
foreign investment advisors.
3. The Royal Trust Company, a foreign Trust Company which
has received SEC no-action relief to file on Schedule
13G as a Qualified Institutional Investor, is
reporting holdings over which it is deemed to be a
beneficial owner by virtue of its status as trustee
and/or as principal.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
Please see attached Exhibit A, Disclosure Respecting
Subsidiaries.
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
<PAGE>
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities
and were not acquired and are not held in connection with
or as a participant in any transaction having such
purpose or effect.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Friday, February 13, 1998
-----------------------------
(Date)
/s/ Jennifer Lederman
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(Signature)
Jennifer Lederman /
Senior Vice-President,
Compliance, Royal Bank
Investment Management Inc.
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(Name/Title)
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Friday, February 13, 1998
-----------------------------
(Date)
/s/ Jennifer Lederman
-----------------------------
(Signature)
Jennifer Lederman / Senior
Vice-President, Compliance,
RT Investment Management
Holdings Inc.
-----------------------------
(Name/Title)
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Friday, February 13, 1998
-----------------------------
(Date)
/s/ Nicolas W. R. Burbidge
-----------------------------
(Signature)
Nicolas W.R. Burbidge /
Director, Corporate
Compliance, The Royal
Trust Company
-----------------------------
(Name/Title)
EXHIBIT A TO SCHEDULE 13G
ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES
RT Investment Management Holdings Inc, ("RTIM") is a parent
holding company as that term is defined by Rule
13d-1(b)(1)(ii)(G) of the Securities Exchange Act of 1934 (the
"Act") and is eligible to file on Schedule 13G pursuant to an SEC
no-action relief application. RTIM's aggregation holdings represent
securities that are beneficially owned by its subsidiaries which
manage these securities on behalf of their respective clients.
RTIM's subsidiaries include, Royal Bank Investment Management, RT
Capital Management Inc., and RT Investment Counsel Inc.
Royal Bank Investment Management Inc. ("RBIM") is a wholly-owned
subsidiary of RTIM. RBIM is a foreign investment adviser that has
received SEC no-action relief to file on Schedule 13G.
RT Capital Management Inc. ("RT Capital") is a wholly-owned
subsidiary of RTIM. RT Capital is a foreign investment adviser
that has received SEC no-action relief to file on Schedule 13G.
RT Investment Counsel Inc. ("RTIC") is a wholly-owned subsidiary
of RTIM. RTIC is a foreign investment adviser that has received
SEC no-action relief to file on Schedule 13G.
RTIM, RBIM, RT Capital and RTIC are federally incorporated
Canadian corporations whose business addresses are as follows:
RT Investment Management Royal Bank Investment
Holdings Inc. Management Inc.
Royal Trust Tower, P.O. Box 97 Royal Trust Tower, P.O. Box 97
77 King Street West, Suite 3900 77 King Street West, Suite 3800
Toronto, Ontario Toronto, Ontario
M5K 1G8 M5K 1G8
RT Capital Management Inc. RT Investment Counsel Inc.
Royal Trust Tower, P.O. Box 97 Royal Trust Tower, P.O. Box 97
77 King Street West, Suite 3700 77 King Street West, Suite 3900
Toronto, Ontario Toronto, Ontario
M5K 1G8 M5K 1G8
EXHIBIT B TO SCHEDULE 13G
JOINT FILING AGREEMENT
Each of the undersigned persons hereby agrees and consents to
this joint filing of Schedule 13G on such person's behalf,
pursuant to Section 13(d) and (g) of the Securities and Exchange
Act of 1934, as amended, and the rules promulgated thereunder.
Each of these persons is not responsible for the completeness or
accuracy of the information concerning the other persons making
this filing, unless such persons know or have reason to believe
that such information is inaccurate.
Dated: February 16, 1998.
Royal Bank Investment Management Inc.
BY: /s/ Jennifer Lederman
------------------------------------
Senior Vice-President, Compliance,
and Corporate Secretary
RT Investment Management Holdings Inc.
BY: /s/ Jennifer Lederman
------------------------------------
Senior Vice-President, Compliance,
and Corporate Secretary
The Royal Trust Company
BY: /s/ Nick Burbidge
------------------------------------
Director, Corporate Compliance
EXHIBIT C TO SCHEDULE 13G
ROYAL BANK INVESTMENT MANAGEMENT INC.
I, Lee Bentley, Chairman and Chief Executive of the Royal Bank
Investment Management Inc., a corporation organized and existing
under the laws of Canada (the "Corporation"), hereby certify that
Jennifer Lederman, Senior Vice-President, Compliance, and
Corporate Secretary, is authorized to sign reports to be filed
under Sections 13 and 16 of the Securities Exchange Act of 1934
on effect of this date.
IN WITNESS HEREOF, I have hereunto set my name and affixed
the seal of the Corporation as of the 12th day of February, 1998.
/s/ Lee Bentley
-----------------------
President
[seal]
EXHIBIT D TO SCHEDULE 13G
RT INVESTMENT MANAGEMENT HOLDINGS INC.
I, Lee Bentley, President of RT Investment Management Holdings
Inc., a corporation organized and existing under the laws of
Canada (the "Corporation"), hereby certify that Jennifer
Lederman, Senior Vice-President, Compliance, and Corporate
Secretary, is authorized to sign reports to be filed under
Sections 13 and 16 of the Securities Exchange Act of 1934 on
effect of this date.
IN WITNESS HEREOF, I have hereunto set my name and affixed
the seal of the Corporation as of the 12th day of February, 1998.
/s/ Lee Bentley
-----------------------
President
[seal]
EXHIBIT E TO SCHEDULE 13G
THE ROYAL TRUST COMPANY
I, Jane E. Lawson, Senior Vice-President and the duly elected and
acting Corporate Secretary of The Royal Trust Company, a
corporation organized and existing under the laws of Canada (the
"Corporation"), hereby certify that Nicolas W.R. Burbidge,
Director, Corporate Compliance, is authorized to sign reports to
be filed under Sections 13 and 16 of the Securities Exchange Act
of 1934 on effect of this date.
RESOLVED that any and all actions to be taken, caused to be
taken or heretofore taken by any officer of the Corporation in
executing any and all documents, agreements and instruments and
in taking any and all steps (including the payment of all
expenses) deemed by such officer as necessary or desirable to
carry out the intents and purposes of the foregoing resolutions
are authorized, ratified and confirmed.
IN WITNESS HEREOF, I have hereunto set my name and affixed
the seal of the Corporation as of the 12th day of February, 1998.
/s/ Jane E. Lawson
---------------------------
Senior Vice-President
and Corporate Secretary
[seal]
