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The receiver was appointed at the request of Birch mountain's principal creditor, tricap Partners ltd.,which gave a$31.5-million loan last december, after the company failed to meet an oct. 31 deadline to either sell itself or raise$10 million.
CONTD.
Tricap Announces Launch of Hammerstone Corporation and Appointment of its President
CALGARY, ALBERTA, April 3, 2009 — Tricap Partners II LP (“Tricap”), part of the Brookfield Asset Management Inc. group of companies, is pleased to announce that its newly established subsidiary, Hammerstone Corporation (“Hammerstone” or the “Company”), has successfully purchased the assets of Birch Mountain Resources Ltd. from PricewaterhouseCoopers Inc. as Interim Receiver.
Hammerstone’s assets include approximately 1 billion tonnes of limestone reserves within the Athabasca oil sands of Alberta to the north of Fort McMurray. These reserves are located in the existing Muskeg Valley Quarry and related “Hammerstone Project” which collectively encompass over 50 years of production life within its 3,600 acres. The Hammerstone Project, which is subject to regulatory approval, contemplates expanded quarry operations together with lime and cement plants. The Company also acquired permits and leases for limestone and other minerals covering over 700,000 additional acres in the surrounding region.
Tricap is also pleased to announce that Terry Owen has been appointed President of Hammerstone. Prior to joining the Company, Mr. Owen was the President of Trimac Transportation Services Inc., the leading provider of bulk trucking and logistics services in North America.
In commenting on the completion of the purchase Mr. Owen said: “I am very pleased to be associated with Hammerstone and Brookfield Asset Management. Brookfield has a long and successful history in the mining industry and we are excited about the opportunity to work together with Tricap in launching a new, well-capitalized company and establishing ourselves as a leading supplier of high quality crushed limestone products in Western Canada. The vast limestone reserves acquired by Hammerstone are in the heart of the oil sands area of Alberta where the long-term prospects for growth remain very positive”.
Mr. Owen also added: “Our new management team and dedicated group of employees in place at our quarry look forward to working with the First Nations communities and providing our ‘Limestone Advantage’ products to our customers.”
For more information contact:
Terry Owen
President, Hammerstone Corporation
(403) 297-1679
TerryOwen@hammerstonecorp.com
Brookfield Asset Management Inc., focused on property, power and infrastructure assets, has approximately US$80 billion of assets under management and is co-listed on the New York and Toronto Stock Exchanges under the symbol BAM and BAM.A, respectively and on NYSE Euronext under the symbol BAMA. For more information, please visit the company’s web site at www.brookfield.com.
Tricap was established by Brookfield Asset Management to provide a source of patient, long-term capital and strategic assistance to mid-market companies based in North America. With strong industry and financial management expertise, Tricap is well positioned to assist companies in building value over the long-term.
This press release contains forward-looking information and other “forward-looking statements” within the meaning of certain securities laws including Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, the “safe harbour” provisions of the United States Private Securities Litigation Reform Act of 1995 and in any applicable Canadian securities regulations. The words “will” and “expected” and other expressions which are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify forward-looking statements. Although Tricap believes that the anticipated actions expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors which may cause the actual outcome to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information. Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include: economic and financial conditions; the behaviour of financial markets including fluctuations in interest and exchange rates. We caution that the foregoing list of important factors that may affect future results is not exhaustive. The company undertakes no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.
BHMNF Link for filings:
http://www.sedar.com/DisplayCompanyDocuments.do?lang=EN&issuerNo=00003909
BHMNF Share Structure / Comments:
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
"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.
----- SC 13DA on 12/16/08.
