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Notice of Motion - June 19, 2015 Hearing
File No. BK 14-01-03648
THE QUEEN'S BENCH
Winnipeg Centre
IN BANKRUPTCY AND INSOLVENCY
IN THE MATTER OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985,
c. B-3, AS AMENDED
AND IN THE MATTER OF THE PROPOSAL OF SAN GOLD CORPORATION NOTICE
NOTICE OF MOTION
(Sale Approval and Vesting)
HEARING DATE: Friday, June 19, 2015 at 9:00 am
Before the Honourable Mr. Justice Edmond
San Gold Corporation (“San Gold”) will make a motion before The Honourable Mr. Justice Edmond on Friday, the 19th day of June, 2015 at 9:00 o'clock in the forenoon or as soon after that time as the motion can be heard, at the Law Courts Building, 408 York Avenue, Winnipeg, Manitoba.
THE MOTION IS FOR:
1. An Order under the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended (“BIA”) and pursuant to the inherent jurisdiction of this Honourable Court, substantially in the form attached hereto as Appendix “A” (the “Draft Order”), inter alia:
(a) Abridging the time for service of the Notice of Motion and materials filed in support of this motion, such that this motion is properly returnable on June 12, 2015 at 10:00 a.m., and dispensing with further service thereof
(b) Approving the sale transaction (“Transaction”) contemplated by the Asset Purchase Agreement (“APA”) by and between San Gold, as vendor, and 7097914 Manitoba Ltd. (“Purchaser”), as purchaser, made as of June 10, 2015;
(c) Vesting in the Purchaser San Gold’s right, title and interest in and to the purchased assets described in the APA (the “Purchased Assets”) as set out in Schedule 2 of the Draft Order, free and clear of any claims and encumbrances, subject to the permitted encumbrances as set out in Schedule 4 of the Draft Order;
(e) Approving certain additional interim financing obtained by San Gold under a certain Final Debtor-in-Possession Term Sheet (the “Final DIP Term Sheet”) made between San Gold, as Borrower, and B Asset Holdings LLC (the “DIP Lender”), up to a principal limit of CAD$1,493,093.90 (the “Final DIP Loan”), for the purpose of funding certain obligations (the “Closing Funding Obligations”) of San Gold described in Schedule 5 of the Draft Order, required to be met in connection with the closing of the Transaction and in relation to charges granted by this Honourable Court from time to time in these proceedings;
(l) Declaring that the assumption of the secured indebtedness owing by San Gold to Beechwood Re and the DIP Lender described in subparagraph 3.3 of the APA shall be for all purposes in exchange for, and in full and final satisfaction of, the “Lender Claims” (the “Lender Claims”) as defined in the Amended Sale or Investor Solicitation Process (“Amended SISP”) herein and the APA (except as against the Purchaser) and shall result, upon Closing, in the extinguishment (except as against the Purchaser) of such secured claims as fully as if the transaction contemplated by the APA was a transaction by which the Lenders were the purchasers thereunder;
Schedule 6 – Notice to Claimants
NOTICE TO CLAIMANTS AGAINST DIRECTORS AND OFFICERS OF SAN GOLD CORPORATION RE: NOTICE OF CLAIMS PROCEDURE REGARDING DIRECTORS AND OFFICERS OF SAN GOLD CORPORATION ("SAN GOLD")
PLEASE TAKE NOTICE that on June •, 2015 the Court of Queen's Bench (Winnipeg Centre) issued an Order (the "Claims Procedure Order") in the Bankruptcy and Insolvency Act (“BIA”) proceedings of San Gold requiring that all Persons who assert a Claim (capitalized terms used in this notice and not otherwise defined have the meaning given to them in the Claims Procedure Order) against Directors or Officers of San Gold, must file a Proof of Claim (with respect to Claims with MNP Ltd. (the "Proposal Trustee") on or before 5:00 p.m. (Winnipeg time) on July •, 2015 by sending the Proof of Claim to the Proposal Trustee by prepaid ordinary mail, registered mail, courier, personal deliver or electronic transmission at the following address:
Only Proofs of Claim actually received by the Proposal Trustee on or before 5:00 p.m. (Winnipeg time) on July •, 2015 will be considered filed by the Claims Bar Date. It is your responsibility to ensure that the Proposal Trustee received your Proof of Claim by the Claims Bar Date.