SC 13D/A 1 y00785sc13dza.htm SC 13D/A SC 13D/A
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

BIRCH MOUNTAIN RESOURCES LTD.
(Name of Issuer)
COMMON SHARES, WITHOUT PAR VALUE
(Title of Class of Securities)
09066X109
(CUSIP number)
JIM REID, VICE PRESIDENT
TRICAP PARTNERS LTD.
SUITE 1700, 335-8TH AVENUE SW
CALGARY, ALBERTA T2P 1C9
(403) 770-7220
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 16, 2008
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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.)

 
 


 

                     
CUSIP No.
 
09066X109  
 

 

           
1.   NAMES OF REPORTING PERSONS.

TRICAP PARTNERS LTD.
I.R.S. Identification Nos. of the above persons (entities only).
N/A (1)
     
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
3.   SEC USE ONLY
   
   
     
4.   SOURCE OF FUNDS
   
  OO
     
5.   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  ONTARIO
       
  7.   SOLE VOTING POWER
     
NUMBER OF   0 Common Shares (2)
       
SHARES 8.   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   3,458,872,727
       
EACH 9.   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0 Common Shares (2)
       
WITH 10.   SHARED DISPOSITIVE POWER
     
    3,458,872,727
     
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,458,872,727 Common Shares (2)
     
12.   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  97.6% (2)
     
14.   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
 
(1)   Tricap Partners Ltd. was organized under the laws of Ontario and does not have an I.R.S. Identification Number.
 
(2)   See Item 5(a) herein. This is the number of Common Shares that would be issuable upon conversion, at an exercise price of C$0.01 per Common Share of secured senior convertible debentures and a conversion, at an exercise price of C$3.30 per Common Share, of unsecured subordinated convertible debentures of Birch Mountain Resources Ltd. held by Tricap Partners Ltd.


 

                     
CUSIP No.
 
09066X109  
 

 

           
1.   NAMES OF REPORTING PERSONS.

BRASCAN ASSET MANAGEMENT HOLDINGS LIMITED
I.R.S. Identification Nos. of the above persons (entities only).
N/A (1)
     
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
3.   SEC USE ONLY
   
   
     
4.   SOURCE OF FUNDS
   
  Not applicable
     
5.   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  ONTARIO
       
  7.   SOLE VOTING POWER
     
NUMBER OF   0 Common Shares (2)
       
SHARES 8.   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   3,458,872,727
       
EACH 9.   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0 Common Shares (2)
       
WITH 10.   SHARED DISPOSITIVE POWER
     
    3,458,872,727
     
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,458,872,727 Common Shares (2)
     
12.   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  97.6% (2)
     
14.   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
(1)   Brascan Asset Management Holdings Limited was organized under the laws of Ontario and does not have an I.R.S. Identification Number.
 
(2)   See Item 5(a) herein. This is the number of Common Shares that would be issuable upon conversion, at an exercise price of C$0.01 per Common Share of secured senior convertible debentures and a conversion, at an exercise price of C$3.30 per Common Share, of unsecured subordinated convertible debentures of Birch Mountain Resources Ltd. held by Tricap Partners Ltd.

3


 

                     
CUSIP No.
 
09066X109  
 

 

           
1.   NAMES OF REPORTING PERSONS.

BROOKFIELD ASSET MANAGEMENT INC.
I.R.S. Identification Nos. of the above persons (entities only).
N/A (1)
     
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
3.   SEC USE ONLY
   
   
     
4.   SOURCE OF FUNDS
   
  Not applicable
     
5.   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  ONTARIO
       
  7.   SOLE VOTING POWER
     
NUMBER OF   0 Common Shares (2)
       
SHARES 8.   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   3,458,872,727
       
EACH 9.   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0 Common Shares (2)
       
WITH 10.   SHARED DISPOSITIVE POWER
     
    3,458,872,727
     
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,458,872,727 Common Shares (2)
     
12.   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  97.6% (2)
     
14.   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
(1)   Brookfield Asset Management Inc. was organized under the laws of Ontario and does not have an I.R.S. Identification Number.
 
(2)   See Item 5(a) herein. This is the number of Common Shares that would be issuable upon conversion, at an exercise price of C$0.01 per Common Share of secured senior convertible debentures and a conversion, at an exercise price of C$3.30 per Common Share, of unsecured subordinated convertible debentures of Birch Mountain Resources Ltd. held by Tricap Partners Ltd.

4


 

AMENDMENT NO. 1 TO SCHEDULE 13D
     The following constitutes Amendment No. 1 to the Schedule 13D filed by the Reporting Persons on August 1, 2008 with respect to the Common Shares, without par value, of Birch Mountain Resources Ltd., an Alberta corporation. This Amendment No. 1 amends the Schedule 13D as specifically set forth.
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 (the “Common Shares”), of Birch Mountain Resources Ltd. (the “Issuer”), an Alberta corporation. The principal executive offices of the Issuer 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.
     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).

5


 

     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 is the citizenship of each of the directors and executive officers of each of Tricap, Brascan and Brookfield.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
     Item 3 is hereby amended to add the following:
     Effective December 3, 2008, Tricap purchased, by way of a private agreement, a portion of the Issuer’s unsecured subordinated convertible debentures in the principal amount of 29,280,000 Canadian dollars (“C$”) (the “Unsecured Subordinated Convertible Debentures”) for nominal cash consideration and other non-cash consideration.
     Tricap may be deemed to be the sole beneficial owner of 8,872,727 Common Shares that would be issuable upon conversion of the Issuer’s Unsecured Subordinated Convertible Debentures, which represents approximately 9.5% of the Common Shares outstanding.
     As previously reported, on December 21, 2007, Tricap purchased the Issuer’s secured senior convertible debentures due June 30, 2012 (the “Secured Senior Convertible Debentures”) in the principal amount of C$31,500,000 from the Issuer. 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. On August 1, 2008, Tricap and the Issuer entered into an Amending Agreement amending, among other things, the aggregate principal amount of the Secured Senior Convertible Debentures to $34,500,000. The Secured Senior Convertible Debentures are convertible into Common Shares at the lower of $0.40 per Common Share and the current market price of the Issuer’s Common Shares at the time of conversion. The Issuer’s current market price is below C$0.01 per Common Share and thus, for the purposes of this filing, it has been assumed that the conversion price of the Secured Senior Convertible Debentures is C$0.01 per Common Share.
     As a result of both investments, Tricap may be deemed to be the sole beneficial owner of 3,458,872,727 Common Shares that would be issuable upon conversion of both the Unsecured Subordinated Convertible Debentures and the Secured Senior Convertible Debentures, which represents 97.6% of the Common Shares outstanding.

6


 

ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended to add the following:
     Tricap acquired the Unsecured Subordinated Convertible Debentures to provide Tricap, as a creditor in the Issuer’s current receivership proceedings, with greater flexibility.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
     Item 5 is hereby amended and restated to read as follows:
  (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.
 
      The Unsecured Subordinated Convertible Debentures were issued in December 2006 having a face value of $34.5 million. They have a maturity date of December 31, 2011 and bear an interest rate of 6%, payable semi-annually. The Unsecured Subordinated Convertible Debentures are convertible into Common Shares of the Company at any time prior to maturity at the option of the debenture holder at a conversion price of $3.30 per share.
 
      As of December 3, 2008, Tricap owns the Secured Senior Convertible Debentures in the principal amount of C$34,500,000 and the Unsecured Subordinated Convertible Debentures in the principal amount of C$29,280,000. Accordingly, as of December 16, 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 3,458,872,727 Common Shares that would be issuable upon conversion of both the Secured Senior Convertible Debentures and the Unsecured Subordinated Convertible Debentures owned by Tricap. Such shares would represent approximately 97.6% 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 June 30, 2008, as reported in the Issuer’s Unaudited Interim Consolidated Financial Statements for June 30, 2008, as filed with the SEC by the Issuer on August 18, 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 Secured Senior Convertible Debentures and the Unsecured Subordinated Convertible Debentures owned by Tricap described above). The foregoing assumes a conversion price of the Secured Senior Convertible Debentures of approximately C$0.01 (which can fluctuate as described in Item 3 hereof) and that the amount of accrued and unpaid interest, if any, on the Secured Senior Convertible Debentures 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.

7


 

  (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 both the Secured Senior Convertible Debentures and the Unsecured Subordinated Convertible Debentures 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.
     Item 6 is hereby amended to add the following:
     The responses to Item 5 above are incorporated herein by reference.
     Copy of the Unsecured Subordinated Convertible Debenture Indenture is included as Exhibit 3 hereto.
     The foregoing description of the Unsecured Subordinated Convertible Debentures is not, and does not purport to be, complete and is qualified in its entirety by reference to the copy filed as an exhibit hereto and incorporated herein in its 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 Issuer.
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. (incorporated by reference from Exhibit 1 to the Issuer’s

8


 

         
 
      Schedule 13D filed with the SEC on August 1, 2008 (SEC File No. 005-81174)).
 
       
 
  Exhibit 2   Senior Secured Convertible Debenture, dated as of December 21, 2007 (incorporated by reference from Exhibit 99.2 to the Issuer’s Form 6-K filed with the SEC on January 10, 2008 (SEC File No. 000-31645)).
 
       
 
  Exhibit 3   Unsecured Subordinated Convertible Debenture Indenture, dated as of December 6, 2006.
 
       
 
  Exhibit 4   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 Issuer’s Form 6-K filed with the SEC on January 10, 2008 (SEC File No. 000-31645)).

9


 

     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: December 16, 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
 

11


 

         
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
 
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
 

14


 

         
 
  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
 
       
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
 

15


 

         
V. Maureen Kempston Darkes    
 
 
  Citizenship:   Canada
 
       
 
  Business Address:   2901 S.W., 149th Ave., Suite 400,
Miramar, Florida 33027
 
       
 
  Present Principal Occupation or   GM Group Vice President
 
  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
 

16


 

         
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
 
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
 

17


 

         
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
 

18


 

         
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
 

19


 

         
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
 

20


 

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. (incorporated by reference from Exhibit 1 to the Issuer’s Schedule 13D filed with the SEC on August 1, 2008 (SEC File No. 005-81174)).
 
   
2
  Senior Secured Convertible Debenture, dated as of December 21, 2007 (incorporated by reference from Exhibit 99.2 to the Issuer’s Form 6-K filed with the SEC on January 10, 2008 (SEC File No. 000-31645)).
 
   
3
  Unsecured Subordinated Convertible Debenture Indenture, dated as of December 6, 2006.
 
   
4
  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 Issuer’s Form 6-K filed with the SEC on January 10, 2008 (SEC File No. 000-31645)).

21