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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.___ )*
BIRCH MOUNTAIN RESOURCES LTD.
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(Name of Issuer)
COMMON SHARES, WITHOUT PAR VALUE 09066X109
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(Title of class of securities) (CUSIP number)
JIM REID, VICE PRESIDENT
TRICAP PARTNERS LTD.
SUITE 1700, 335-8TH AVENUE SW
CALGARY, ALBERTA T2P 1C9
(403) 770-7220
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(Name, address and telephone number of person authorized
to receive notices and communications)
JULY 23, 2008
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* 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 purposes of Section 18 of the Securities Exchange Act of
1934 (the "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.)
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(Continued on following pages)
(Page 1)
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CUSIP No. 09066X109 SCHEDULE 13D Page 2
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1 NAMES OF REPORTING PERSONS
TRICAP PARTNERS LTD.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [ ]
(b) [X]
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3 SEC USE ONLY
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SOURCE OF FUNDS
4
OO
----------- --------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
----------- --------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
ONTARIO
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7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED 102,960,197 Common Shares (1)
BY EACH REPORTING
PERSON
WITH
------- -------------------------------------------------------------------------
8 SHARED VOTING POWER
0
------- -------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
102,960,197 Common Shares (1)
------- -------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
----------- --------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
102,960,197 Common Shares (1)
----------- --------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
55.0% (1)
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TYPE OF REPORTING PERSON
14
CO
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(1) See Item 5(a) herein. Common Shares that would be issuable upon conversion
of a senior secured convertible debenture of Birch Mountain Resources Ltd. held
by Tricap Partners Ltd.
2
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CUSIP No. 09066X109 SCHEDULE 13D Page 3
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NAMES OF REPORTING PERSONS
1
BRASCAN ASSET MANAGEMENT HOLDINGS LIMITED
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [ ]
(b) [X]
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3 SEC USE ONLY
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SOURCE OF FUNDS
4
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
ONTARIO
----------- --------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED 0
BY EACH REPORTING
PERSON
WITH
------- -------------------------------------------------------------------------
8 SHARED VOTING POWER
102,960,197 Common Shares (1)
------- -------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------- -------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
102,960,197 Common Shares (1)
----------- --------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
102,960,197 Common Shares (1)
----------- --------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
----------- --------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
55.0% (1)
----------- --------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
----------- --------------------------------------------------------------------------------------------
(1) See Item 5(a) herein. Common Shares that would be issuable upon conversion
of a senior secured convertible debenture of Birch Mountain Resources Ltd. held
by Tricap Partners Ltd.
3
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CUSIP No. 09066X109 SCHEDULE 13D Page 4
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NAMES OF REPORTING PERSONS
1
BROOKFIELD ASSET MANAGEMENT INC.
----------- --------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [ ]
(b) [X]
----------- --------------------------------------------------------------------------------------------
3 SEC USE ONLY
----------- --------------------------------------------------------------------------------------------
SOURCE OF FUNDS
4
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
----------- --------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
ONTARIO
----------- --------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED 0
BY EACH REPORTING
PERSON
WITH
------- -------------------------------------------------------------------------
8 SHARED VOTING POWER
102,960,197 Common Shares (1)
------- -------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------- -------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
102,960,197 Common Shares (1)
----------- --------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
102,960,197 Common Shares (1)
----------- --------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
----------- --------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
55.0% (1)
----------- --------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
----------- --------------------------------------------------------------------------------------------
(1) See Item 5(a) herein. Common Shares that would be issuable upon conversion
of a senior secured convertible debenture of Birch Mountain Resources Ltd. held
by Tricap Partners Ltd.
4
ITEM 1. SECURITY AND ISSUER.
The title and class of equity security to which this statement on
Schedule 13D relates is the common shares, without par value ("Common Shares"),
of Birch Mountain Resources Ltd. (the "Company"), an Alberta corporation. The
principal executive offices of the Company are located at Suite 300, 250 Sixth
Avenue SW, Calgary, Alberta T2P 3H7.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by each of the following persons (the
"Reporting Persons"):
(i) Tricap Partners Ltd. ("Tricap"), a corporation formed
under the laws of the Province of Ontario;
(ii) Brascan Asset Management Holdings Limited
("Brascan"), a corporation formed under the laws of
the Province of Ontario; and
(iii) Brookfield Asset Management Inc. ("Brookfield"), a
corporation formed under the laws of the Province of
Ontario.
Tricap is a wholly-owned subsidiary of Brascan, which is a wholly-owned
subsidiary of Brookfield.
Schedules I, II and III hereto set forth a list of all the directors
and executive officers (the "Scheduled Persons"), and their respective principal
occupations and addresses, of each of Tricap, Brascan and Brookfield,
respectively.
The principal business address of Tricap, Brascan and Brookfield is
Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario, Canada M5J 2T3.
The principal business of Tricap is to manage a private equity fund
that invests in public and private companies across a wide number of industries.
The principal business of Brascan is that of an intermediate holding company.
The principal business of Brookfield is to invest and operate businesses in the
real estate, power generation and infrastructure sectors.
During the last five years, none of the Reporting Persons, and to the
Reporting Persons' knowledge, none of the Scheduled Persons, has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, none of the Reporting Persons, and to the
Reporting Persons' knowledge, none of the Scheduled Persons, has been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which, he, she or it was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Set forth on Schedules I, II and III hereto are the citizenships of
each of the directors and executive officers of each of Tricap, Brascan and
Brookfield, respectively.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 21, 2007, Tricap purchased the Company's convertible senior
secured debenture due June 30, 2012 (the "Debenture") in the principal amount of
$31,500,000 Canadian dollars ("C$") from the Company. The aggregate purchase
price was C$31,500,000 in cash, and the source of Tricap's funds was from a
capital call on the investors of the fund managed by Tricap.
5
ITEM 4. PURPOSE OF TRANSACTION.
Tricap acquired the Debenture primarily for investment purposes. The
investment was in connection with the Company's refinancing of an existing
credit facility extended to the Company by an affiliate of Tricap.
The Debenture has a maturity date of June 30, 2012 and bears an
interest rate of prime rate plus 4%, calculated daily and compounded and payable
monthly. The outstanding principal amount of the Debenture is convertible, at
the election of Tricap, in whole or in part, into Common Shares at a conversion
price equal to the lower of (i) C$0.80 per share and (ii) the lower of the
volume weighted average of the trading prices per Common Share for the five
consecutive trading days immediately preceding the conversion (converted into
Canadian dollars), on the Toronto Stock Exchange and the American Stock
Exchange, subject to certain anti-dilution adjustments. Accrued and unpaid
interest amounts on the Debenture may also be converted into Common Shares at
the election of Tricap. The Debenture is redeemable by Company mandatorily at a
premium upon a change in control of the Company unless Tricap exercises its
conversion right prior to such redemption. The Debenture is secured by all
property and assets of the Company and ranks senior to all other existing and
future indebtedness subject to certain exceptions.
The Debenture incorporates substantially all of the terms, covenants
and remedies of a Loan Agreement between Tricap and the Company, dated as of
December 21, 2007 (the "Loan Agreement"). Under the Loan Agreement, among other
things, the Company agreed to perform and observe certain covenants. Such
covenants include but are not limited to: (i) the maintenance of minimum
stockholders equity and a consolidated working capital ratio; and (ii)
limitations on liens, acquisitions or sales of assets, mergers or
reorganizations, the issuance or redemption of securities, material changes in
the business, and the incurrence of indebtedness. Upon the occurrence of any
event of default which is continuing, Tricap may, among other things, declare
all obligations immediately due and payable and realize upon all or part of the
security.
Under the terms of the Debenture, prior to December 31, 2008, the
Debenture is convertible only upon a change of control of the Company or
following an event of default by the Company, which event of default has not
been cured within 20 days. Furthermore, in accordance with stock exchange
requirements, until approval by a majority of shareholders of the Company, on a
disinterested basis, was obtained, Tricap could only convert such portion of the
Debenture that would not result in Tricap holding more than 20% of the then
outstanding Common Shares, subject to certain rights in the event of a change of
control of the Company.
In connection with the investment in the Debenture, Tricap and the
Company entered into an Investor Rights Agreement (the "Investor Rights
Agreement") and a Registration Rights Agreement (the "Registration Rights
Agreement"), each dated as of December 21, 2007. The Investor Rights Agreement
provides that Tricap shall be entitled to designate for nomination for election
to the board of directors of the Company (i) three representatives so long as
Tricap owns not less than 29.99% of the then outstanding Common Shares (on a
non-diluted basis), (ii) two representatives so long as Tricap owns less than
29.99% but not less than 10% of the then outstanding Common Shares (on a
nondiluted basis), and (iii) one representative so long as Tricap owns less than
10% but not less than 5% of the then outstanding Common Shares (on a non-diluted
basis). The Investor Rights Agreement also entitles Tricap to certain
distribution rights in respect of effecting prospectus-qualified offerings of
Common Shares in Canada, and certain pro-rata participation rights in respect of
future equity issuances by the Company. The Registration Rights Agreement
entitles Tricap to certain registration rights in respect of offerings of Common
Shares in the United States.
On May 30, 2008, the Company's shareholders approved the terms of the
Debenture, including the anti-dilution adjustment provisions and conversion
provisions. Consequently, the stock exchange requirements applicable to the
Company would no longer limit the issuance of Company Shares to Tricap upon
conversion of the Debenture to 20% or less of the outstanding Common Shares.
On June 23, 2008, Tricap issued a notice of a default to the Company
with respect to financial covenant noncompliance by the Company under the Loan
Agreement. As the default remained uncured, it became an event of default on
July 3, 2008. On July 23, 2008, Tricap had the ability to convert the Debenture
into Common Shares due to the passage of an additional 20 days without the
Company having cured the event of default.
6
On July 23, 2008, the Company publicly announced that a special
committee of its independent directors and board of directors determined that it
was imperative to pursue an immediate sale of the Company to unlock maximum
value for its shareholders. The Company also announced that in the event an
immediate sales process does not achieve an acceptable price, the Company
intends to work with its stakeholders to recapitalize the balance sheet to
improve liquidity and permit delivery of the business plan.
Tricap is in discussions with the management and directors of the
Company and its financial advisors regarding the event of default under the
Debenture and Loan Agreement.
Other than as described or contemplated above, none of the Reporting
Persons and, to the Reporting Persons' knowledge, the Scheduled Persons, has any
current plans or proposals that relate to or would result in:
(a) the acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of
its subsidiaries;
(c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(d) any change in the present board of directors or management of
the Company, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board;
(e) any material change in the present capitalization or dividend
policy of the Company;
(f) any other material change in the Company's business or
corporate structure;
(g) changes in the Company's articles, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
(h) causing a class of securities of the Company to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
(i) a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
However, each of the Reporting Persons reserves the right to change its plans at
any time, as it deems appropriate, in light of its ongoing evaluation of (a) its
business and liquidity objectives, (b) the Company's financial condition,
business, operations, competitive position, prospects and/or share price, (c)
industry, economic and/or securities markets conditions, (d) alternative
investment opportunities, and (e) other relevant factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The responses of the Reporting Persons to Rows (11) through
(13) of the cover pages of this Schedule 13D are incorporated
herein by reference. As of July 23, 2008, Tricap owns the
Debenture in the principal amount of C$31,500,000.
Accordingly, as of July 23, 2008, Tricap (and each of Brascan
and Brookfield, as a result of being parent companies of
Tricap) may be deemed to be the beneficial owner of
102,960,197 Common Shares that would be issuable upon
conversion of the Debenture owned by Tricap. Such shares would
represent approximately 55.0% of the Common Shares outstanding
determined in accordance with Rule 13d-3(d)(1)(i) under the
Exchange Act (based on the number of Common Shares outstanding
as of March 31, 2008, as reported in the Company's Unaudited
7
Interim Consolidated Financial Statements for March 31, 2008,
as filed with the SEC by the Company on May 20, 2008, as
Exhibit No. 99.2 to its Form 6-K (84,355,737 Common Shares),
plus the Common Shares that would be issuable upon conversion
of the Debenture owned by Tricap described above). The
foregoing assumes a conversion price of the Debenture of
approximately C$0.31 (which can fluctuate as described in Item
4 hereof) and that the amount of accrued and unpaid interest,
if any, on the Debenture would not be converted into Common
Shares.
Except as disclosed in this Item 5(a), none of the Reporting
Persons, nor, to their knowledge, any of the Scheduled
Persons, beneficially owns any Common Shares other than James
A. Pattison, a director of Brookfield, who through
wholly-owned corporations, owns C$29,280,000 principal amount
of the Company's convertible unsecured subordinate debentures.
Accordingly, he may be deemed to be the sole beneficial owner
of 8,872,727 Common Shares that would be issuable upon
conversion of such convertible unsecured subordinate
debentures, which shares would represent approximately 9.5% of
the Common Shares outstanding determined in accordance with
Rule 13d-3(d)(1)(i) under the Exchange Act.
(b) The responses of the Reporting Persons to (i) Rows (7) through
(10) of the cover pages of this Schedule 13D and (ii) Item
5(a) hereof are incorporated herein by reference. Brascan and
Brookfield may be deemed to have shared power to vote or
dispose, or direct the vote or disposition, of Common Shares
that would be issuable upon conversion of the Debenture owned
by Tricap.
Except as disclosed in this Item 5, none of the Reporting
Persons, nor to their knowledge, any of the Scheduled Persons,
has the power to vote or direct the vote or to dispose or
direct the disposition of any Common Shares that they may be
deemed to beneficially own.
(c) None of the Reporting Persons, nor to their knowledge, any of
the Scheduled Persons, has effected any transaction in Common
Shares during the past 60 days.
(d) Tricap manages a private equity fund that consists of three
limited partnerships, which have the right to receive
dividends from, or proceeds from the sale of, any Common
Shares beneficially owned by Tricap. The interest of one of
the limited partnerships, Tricap Partners II L.P., relates to
more than five percent of the Common Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information set forth in Item 4 hereof is incorporated by reference
herein.
Tricap is a wholly-owned subsidiary of Brascan, which is a wholly-owned
subsidiary of Brookfield. A copy of the Joint Filing Agreement among the
Reporting Persons is attached as Exhibit 1 hereto.
Copies of the Debenture and Loan Agreement are included as Exhibits 2
and 3 hereto, respectively.
The foregoing descriptions of the Debenture and Loan Agreement are not,
and do not purport to be, complete and are qualified in their entirety by
reference to the copies filed as Exhibits and incorporated herein in their
entirety by this reference.
Except as disclosed in this Item 6, none of the Reporting Persons, nor,
to their knowledge, any of the Scheduled Persons, has any contracts,
arrangements, understandings or relationships (legal or otherwise) with respect
to any securities of the Company.
8
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement, dated August 1, 2008, among
Tricap Partners Ltd., Brascan Asset Management Holdings
Limited and Brookfield Asset Management Inc.*
Exhibit 2 Senior Secured Convertible Debenture, dated as of
December 21, 2007 (incorporated by reference from Exhibit
99.2 to the Company's Form 6-K filed with the SEC on
January 10, 2008 (SEC File No. 000-31645)).
Exhibit 3 Loan Agreement between Tricap Partners Ltd. and Birch
Mountain Resources Ltd., dated as of December 21, 2007
(incorporated by reference from Exhibit 99.1 to the
Company's Form 6-K filed with the SEC on January 10, 2008
(SEC File No. 000-31645)).
------------------
* Filed herewith
9
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, each of the undersigned certifies as to itself that the information
set forth in this statement is true, complete and correct.
Dated: August 1, 2008
TRICAP PARTNERS LTD.
By: /s/ Jim Reid
---------------------------------------
Name: Jim Reid
Title: Vice President
BRASCAN ASSET MANAGEMENT HOLDINGS LIMITED
By: /s/ George Myhal
---------------------------------------
Name: George Myhal
Title: Vice President
BROOKFIELD ASSET MANAGEMENT INC.
By: /s/ George Myhal
---------------------------------------
Name: George Myhal
Title: Vice President
10
SCHEDULE I
Directors and Executive Officers
TRICAP PARTNERS LTD.
--------------------
Kevin Cash
Citizenship: Canadian
Business Address: 39 Wynford Drive, Don Mills, Ontario, M3C 3K5
Present Principal
Occupation or Employment: Chief Financial Officer
Employer: Brookfield Real Estate Services Ltd.
Employer's Business: Residential real estate services
Employer's Address: Same as Business Address
George Myhal
Citizenship: Canadian
Business Address: Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3
Present Principal
Occupation or Employment: Managing Partner
Employer: Brookfield Asset Management Inc.
Employer's Business: A global asset management company
Employer's Address: Same as Business Address
Bruce Robertson
Citizenship: Canadian
Business Address: Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3
Present Principal
Occupation or Employment: Managing Partner
Employer: Brookfield Asset Management Inc.
Employer's Business: A global asset management company
Employer's Address: Same as Business Address
John Haick
Citizenship: Canadian
Business Address: Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3
Present Principal
Occupation or Employment: Vice President
Employer: Brookfield Asset Management Inc.
Employer's Business: A global asset management company
Employer's Address: Same as Business Address
Cyrus Madon
Citizenship: Canadian
Business Address: Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3
Present Principal
Occupation or Employment: Managing Partner
Employer: Brookfield Asset Management Inc.
Employer's Business: A global asset management company
Employer's Address: Same as Business Address
11
Jim Reid
Citizenship: Canadian
Business Address: Suite 1700, 335-8th Avenue SW, Calgary, Alberta, T2P 1C9
Present Principal
Occupation or Employment: Managing Partner
Employer: Brookfield Asset Management Inc.
Employer's Business: A global asset management company
Employer's Address: Same as Business Address
12
SCHEDULE II
Directors and Executive Officers
BRASCAN ASSET MANAGEMENT HOLDINGS LIMITED
-----------------------------------------
Kevin Cash See Schedule I
George Myhal See Schedule I
Bruce Robertson See Schedule I
Holly Allen
Citizenship: Canadian
Business Address: Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3
Present Principal
Occupation or Employment: Senior Vice President
Employer: Brookfield Asset Management Inc.
Employer's Business: A global asset management company
Employer's Address: Same as Business Address
Cyrus Madon See Schedule I
Jim Reid See Schedule I
13
SCHEDULE III
Directors and Executive Officers
BROOKFIELD ASSET MANAGEMENT INC.
--------------------------------
Jack L. Cockwell
Citizenship: Canada
Business Address: 51 Yonge Street, Suite 400, Toronto, Ontario, M5E 1J1
Present Principal
Occupation or Employment: Group Chairman
Employer: Brookfield Asset Management Inc.
Employer's Business: A global asset management company
Employer's Address: Same as Business Address
Marcel R. Coutu
Citizenship: Canada
Business Address: 2500 First Canadian Centre, 350 - 7th Ave. S.W., Calgary, Alberta T2P 3N9
Present Principal
Occupation or Employment: President & Chief Executive Officer
Employer: Canadian Oil Sands Limited
Employer's Business: An oil company
Employer's Address: Same as Business Address
Sen. J. Trevor Eyton
Citizenship: Canada
Business Address: 44 Victoria Street, Suite ?300, Toronto, Ontario M5C 1Y2
Present Principal
Occupation or Employment: Member of the Senate of Canada
Employer: The Senate of Canada
Employer's Business: Government
Employer's Address: Room 561-S, Centre Block, Parliament Buildings, 11 Wellington Street,
Ottawa, Ontario K1A 0A4
J. Bruce Flatt
Citizenship: Canada
Business Address: Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3
Present Principal
Occupation or Employment: Chief Executive Officer
Employer: Brookfield Asset Management Inc.
Employer's Business: A global asset management company
Employer's Address: Same as Business Address
James K. Gray
Citizenship: Canada
Business Address: 335 Eighth Ave. S.W., Royal Bank Building, Suite 1700, Calgary, Alberta
T2P 1C9
Present Principal
Occupation or Employment: Corporate Director
Employer: N/A
Employer's Business: N/A
Employer's Address: N/A
14
Robert J. Harding
Citizenship: Canada
Business Address: Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3
Present Principal Occupation
or Employment: Chairman
Employer: Brookfield Asset Management Inc.
Employer's Business: A global asset management company
Employer's Address: Same as Business Address
V. Maureen Kempston Darkes
Citizenship: Canada
Business Address: 2901 S.W., 149th Ave., Suite 400, Miramar, Florida 33027
Present Principal Occupation GM Group Vice President
or Employment: President, GM Latin America, Africa and Middle East
Employer: General Motors Corporation - LAAM
Employer's Business: An automotive manufacturer
Employer's Address: Same as business address
David W. Kerr
Citizenship: Canada
Business Address: 51 Yonge Street, Suite 400, Toronto, Ontario, M5E 1J1
Present Principal Occupation
or Employment: Corporate Director
Employer: N/A
Employer's Business: N/A
Employer's Address: N/A
Lance Liebman
Citizenship: United States of America
Business Address: 435 West 116th Street, New York, New York 10027-7297
Present Principal Occupation
or Employment: Professor of law
Employer: Columbia Law School
Employer's Business: Education
Employer's Address: Same as Business Address
Philip B. Lind
Citizenship: Canada
Business Address: 333 Bloor Street E., 10th Floor, Toronto, Ontario M4W 1G9
Present Principal Occupation
or Employment: Vice-Chairman
Employer: Rogers Communications Inc.
Employer's Business: A diversified communications company
Employer's Address: Same as Business Address
15
G. Wallace F. McCain
Citizenship: Canada
Business Address: 30 St. Clair Ave. W., #1500, Toronto, Ontario M4V 3A2
Present Principal
Occupation or Employment: Chairman
Employer: Maple Leaf Foods Inc.
Employer's Business: A processed Food Manufacturer
Employer's Address: Same as Business Address
Frank J. McKenna
Citizenship: Canada
Business Address: P.O. Box 1, TD Centre, 66 Wellington St. W., 4th Floor, TD Tower,
Toronto, Ontario M5K 1A2
Present Principal
Occupation or Employment: Deputy Chair
Employer: TD Bank Financial Group
Employer's Business: A financial services company
Employer's Address: Same as Business Address
Jack M. Mintz
Citizenship: Canada
Business Address: Suite 926, Earth Sciences Building, 2500 University Drive N.W., Calgary,
Alberta T2N 1N4
Present Principal
Occupation or Employment: Palmer Chair in Public Policy
Employer: University of Calgary
Employer's Business: Business Economics
Employer's Address: Same as Business Address
Patricia M. Newson
Citizenship: Canada
Business Address: #540, 355 - 4th Ave. S.W., Calgary, Alberta T2P 0J1
Present Principal
Occupation or Employment: President and Chief Executive Officer
Employer: Altagas Utility Group Inc.
Employer's Business: A natural gas company
Employer's Address: Same as business address
James A. Pattison
Citizenship: Canada
Business Address: 1800 - 1067 West Cordova St., Vancouver, B.C. V6C 1C7
Present Principal
Occupation or Employment: Chairman
Employer: The Jim Pattison Group
Employer's Business: A diversified consumer products company
Employer's Address: Same as Business Address
16
George S. Taylor
Citizenship: Canada
Business Address: R.R. #3, 4675 Line 3, Saint Marys, Ontario N4X 1C6
Present Principal
Occupation or Employment: Corporate Director
Employer: N/A
Employer's Business: N/A
Employer's Address: N/A
Jeffrey M. Blidner
Citizenship: Canada
Business Address: Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3
Present Principal
Occupation or Employment: Senior Managing Partner
Employer: Brookfield Asset Management Inc.
Employer's Business: A global asset management company
Employer's Address: Same as Business Address
Brian D. Lawson
Citizenship: Canada
Business Address: Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3
Present Principal
Occupation or Employment: Chief Financial Officer
Employer: Brookfield Asset Management Inc.
Employer's Business: A global asset management company
Employer's Address: Same as Business Address
George E. Myhal
Citizenship: Canada
Business Address: Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3
Present Principal
Occupation or Employment: Senior Managing Partner
Employer: Brookfield Asset Management Inc.
Employer's Business: A global asset management company
Employer's Address: Same as Business Address
Samuel J.B. Pollock
Citizenship: Canada
Business Address: Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3
Present Principal
Occupation or Employment: Senior Managing Partner
Employer: Brookfield Asset Management Inc.
Employer's Business: A global asset management company
Employer's Address: Same as Business Address
17
Exhibit Index
Exhibit No. Description
----------- -----------------------------------------------------
1 Joint Filing Agreement, dated August 1, 2008, among
Tricap Partners Ltd., Brascan Asset Management
Holdings Limited and Brookfield Asset Management
Inc.*
2 Senior Secured Convertible Debenture, dated as of
December 21, 2007 (incorporated by reference from
Exhibit 99.2 to the Company's Form 6-K filed with the
SEC on January 10, 2008 (SEC File No. 000-31645)).
3 Loan Agreement between Tricap Partners Ltd. and Birch
Mountain Resources Ltd., dated as of December 21,
2007 (incorporated by reference from Exhibit 99.1 to
the Company's Form 6-K filed with the SEC on January
10, 2008 (SEC File No. 000-31645)).
18